Xxxxx and Xx. Xx Xxx Xxxx Xxxxxx.
Xxxxx and Xx. XX Xx; and the independent non-executive Directors are Xx. XXX Xxxxxxxx, Xx. XXXX Xxxxx, Xx. XX Xxxxxxxx and Xx. Xxxxxx XXX.
Xxxxx and Xx. Xxxx Xxxxxxx; and the independent non-executive directors of the Company are Mr. Xxxxxxx Xxx, Xx. Xxxxx Xxx Xxxxx and Xx. Xxx Xxx.
Xxxxx and Xx. Xxxxxxx xxx Rummel are available for this purpose at any time.
Xxxxx and Xx. Xxxxx Xxxxxxx as Non-executive Directors; Xx.
Xxxxx and Xx. Xxxxxx signed a Change in Control Agreement effective as of January 1, 2009 (the “Change in Control Agreement”).
Xxxxx and Xx. Xxxxxx shall provide to LICENSEE copies of any proposed publication, abstract, or oral presentation which describes an Improvement or Other Improvement to CALTECH Technology prior to the submission of such documents. Proposed publications and abstracts shall be supplied at least thirty (30) days in advance of submission to a journal, editor, or third party. In addition, if Xx. Xxxxx and Xx. Xxxxxx submit a copy of the proposed publication to LICENSEE less than thirty (30) days prior to submission for publication, then LICENSEE can request CALTECH to file, at CALTECH’s expense, a provisional patent *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. application enabling the technology disclosed in the proposed publication at the United States Patent and Trademark Office, and shall provide LICENSEE with evidence of the filing of such provisional patent application. LICENSEE may request reasonable changes and/or deletions be made in any proposed publication. Xx. Xxxxx and Xx. Xxxxxx will consider such changes but retain the sole right to determine whether such changes or deletions will be made; but Xx. Xxxxx and Xx. Xxxxxx agree that they will honor LICENSEE’S reasonable requests to remove Confidential Information of LICENSEE included in any such public disclosure. If LICENSEE believes that the subject matter to be disclosed or published warrants patent protection, it will identify the subject matter requiring protection and notify CALTECH. CALTECH agrees to use its best efforts to file a U.S. patent application prior to any date that would result in preventing the obtaining of valid patent rights throughout the world when LICENSEE so identifies subject matter requiring patent protection from a review of the planned publication.
Xxxxx and Xx. Xxx are each acquiring the RTIN Common Stock for their own account, for investment, and not with a view to any "distribution" within the meaning of the Securities Act. Neither Xx. Xxxxx nor Xx. Xxx has any present intention to make any transfer of the RTIN Common Stock. The Founders agree that the RTIN Common Stock will not be sold without registration under the Securities Act and any applicable state securities laws or an exemption therefrom.
Xxxxx and Xx. Xxx each acknowledge and understand that they have no registration rights. By reason of these restrictions, Xx. Xxxxx and Xx. Xxx each understand that they may be required to hold the RTIN Common Stock for an indefinite period of time. Xx.
Xxxxx and Xx. Xxx each agree that in no event will they make a transfer or disposition of any of the RTIN Common Stock unless and until, if requested by Buyer, at the expense of Xx. Xxxxx, Xx. Xxx or the transferee, as the case may be, they shall have furnished to the Buyer an opinion of counsel or other evidence, reasonably satisfactory to Buyer to the effect that such transfer may be made without registration under the Securities Act. Xx.
