[EXHIBIT 10.48- Certain portions of this document have been
omitted in the publicly filed version of this document pursuant
to the Registrant's request for confidential treatment and filed
separately with the Securities and Exchange Commission.
Omitted confidential information is indicated in brackets
in this Exhibit.]
SPD-SMART WINDOW LICENSE AGREEMENT
BETWEEN
RESEARCH FRONTIERS INCORPORATED
AND
AGC FLAT GLASS EUROPE SA
This License Agreement ("Agreement") effective as of
December 13, 2007 by and between RESEARCH FRONTIERS
INCORPORATED, a Delaware corporation ("LICENSOR") and
AGC FLAT GLASS EUROPE SA, a Belgian corporation ("LICENSEE").
RECITALS
WHEREAS, LICENSOR has been engaged in research and
development in the application of physicochemical concepts to
Light Valves and Licensed Products (both as hereinafter defined)
and of methods and apparatus relating to products incorporating
such concepts; and is possessed of and can convey information
and know-how for such products and rights to manufacture, use
and sell such products; and
WHEREAS, LICENSEE is interested in manufacturing and
selling Licensed Products; and
WHEREAS, LICENSEE desires to acquire from
LICENSOR, and LICENSOR desires to grant to LICENSEE,
certain rights and licenses with respect to such technology of
LICENSOR;
NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows.
1 DEFINITIONS.
The following terms when used herein shall have the
respective meanings set forth in this Article 1.
The "Effective Date" of this Agreement shall be the date which is
the last date of formal execution of this Agreement by duly
authorized representatives of the parties to this Agreement as
indicated on the signature page of this Agreement.
"Licensed Product" means a Light Valve Architectural Window
Product incorporating a Light Valve. The term "Licensed
Product" shall not include Light Valves used or intended for use
in any product other than as specifically defined herein, such as
but not limited to, other window products not specifically defined
herein, such as windows for transportation vehicles, including,
but not limited to passenger cars, recreational vehicles, trucks,
mobile cranes, trains, monorails. aircraft, boats, vans, sport utility
vehicles, space craft and space-stations, and non-window
products such as but not limited to displays, eyewear, sunvisors,
toys, mirrors or filters for scientific instruments, lamps or contrast
enhancement of displays. The term "display" means any device
for displaying letters, numbers, images or other indicia or patterns.
Nothing contained herein shall permit LICENSEE to sell, lease,
or otherwise dispose of a Light Valve which is not incorporated
or intended to be incorporated as described above into a Light
Valve Architectural Window Product.
"Licensed Territory " means all countries of the world.
"Light Valve" means a variable light transmission device
comprising: a cell including cell walls, containing or adapted to
contain an activatable material, described hereinafter, such that a
change in the optical characteristics of the activatable material
affects the characteristics of light absorbed by, transmitted
through and/or reflected from the cell; means incorporated in or
on the cell, or separate therefrom for applying an electric or
magnetic field to the activatable material within the cell; and
coatings (including, but not limited to, electrodes), spacers, seals,
electrical and/or electronic components, and other elements
incorporated in or on or combined with the cell. The activatable
material, which the cell contains or is adapted to contain, includes
in it solid suspended particles, which when subjected to a suitable
electric or magnetic field, orient to produce a change in the
optical characteristics of the device, and may be in the form of a
liquid suspension, gel, film or other material.
"Light Valve Architectural Window Product" means a Light
Valve used or intended for use solely as a window integrally
incorporated in, or attached as a fixture to the external structure or
internal structure of any building, whether permanent or
temporary, and whether above or below ground.
The "Net Selling Price" of a Licensed Product on which royalties
are payable shall be the larger of the following: (A) the genuine
selling price of LICENSEE and its sublicensees hereunder
(including amounts charged for any wiring, installation, and
related services provided by LICENSEE and its sublicensees
hereunder) f.o.b. factory at which nonaffiliated customers are
billed in the usual course of business for a Licensed Product, as
packed for shipment to the customer; and (B) $100 per window.
The aforementioned $100 figure specified in clause (B) above
shall be adjusted upward as of each January 1st hereafter
beginning on January 1, 2009 by any increase in the Producer
Price Index for Finished Goods (the "Index") for the 12 month
period ending in December of the prior year, prepared by the
Bureau of Labor Statistics of the United States Department of
Labor (or if the Index is not then being published, the most nearly
comparable successor index). In calculating a genuine selling
price of a product for the above calculation, such price may be
reduced only by the applicable proportions of the following if,
and to the extent that, amounts in respect thereof are reflected in
such selling price: (i) normal trade discounts actually allowed; (ii)
sales, use or excise and added value taxes and custom duties paid;
(iii) if the genuine selling price is other than f.o.b. factory,
amounts paid for f.o.b. transportation of the product to the
customer's premises or place of installation or delivery; (iv)
insurance costs and the costs of packing material, boxes, cartons
and crates required for shipping; provided, however, that for
purposes of this calculation, the genuine selling price of a product
may not be less than 90% of the gross selling price of said product
after all deductions therefrom, if any. If a product is leased, sold,
used or otherwise disposed of on terms not involving a bona fide
arm's length sale to an unaffiliated third party, then the Net
Selling Price for such transactions shall be deemed to be the Net
Selling Price as defined above for identical products sold to a
nonaffiliated customer nearest to the date of such lease, sale, use,
or other disposition.
"Technical Information" means all useful information relating to
apparatus, methods, processes, practices, formulas, techniques,
procedures, patterns, ingredients, designs and the like including
(by way of example) drawings, written recitations of data,
specifications, parts, lists, assembly procedures, operating and
maintenance manuals, test and other technical reports, know-how
of LICENSOR, and the like owned or controlled by LICENSOR,
to the extent they exist, that relate to Light Valves, Licensed
Products and/or to the suspensions or other components used or
usable for Licensed Products or Light Valves including, but not
limited to, particles, particle precursors, coatings, polymers,
liquid suspensions and suspending liquids, or any combination
thereof, and that consist of concepts invented or developed by
LICENSOR. Know-how of LICENSOR's suppliers and of
LICENSOR's other licensees and their sublicensees under
licenses from LICENSOR shall not be considered Technical
Information owned or controlled by LICENSOR.
2 GRANT OF LICENSE.
2.1 License. During the term of this Agreement,
LICENSOR hereby grants LICENSEE a non-exclusive right and
license to use (a) all of the Technical Information, if any, (subject
to Section 8.1 hereof), furnished by LICENSOR pursuant to this
Agreement, and (b) any invention claimed in (i) any of the
unexpired patents now or hereafter listed on Schedule A attached
hereto or (ii) unexpired patents which issue from pending patent
applications now or hereafter listed in Schedule A, and any
continuations, continuations-in-part, divisions, reissues,
reexaminations, or extensions thereof to make, have made, and to
lease, sell, or otherwise dispose of Licensed Products in the
Licensed Territory. Notwithstanding anything contained herein
or in Schedule A hereto to the contrary, no rights or licenses shall
be granted hereunder with respect to any new particle (other than
LICENSOR's current polyiodide crystal) now or hereafter under
development or invented by or for LICENSOR or comprising
part of the activatable material of a Light Valve emulsion or film
sold or for sale by any other licensee of LICENSOR.
2.2 No Other Rights. LICENSEE agrees that, except for
the specific licenses granted to it under Section 2.1 hereof for use
in Licensed Products, LICENSEE has not acquired any rights or
licenses under this Agreement to use Light Valves or any
components thereof made by or for LICENSEE or its
sublicensees pursuant to this Agreement.
2.3 Sublicenses. LICENSEE shall have the right to grant
non-exclusive sublicenses to any of its wholly-owned and
controlled subsidiaries, whose obligations to LICENSOR
hereunder LICENSEE hereby guarantees, and each of which
acknowledges to LICENSOR in writing for each sublicense that
it wishes to become a sublicensee hereunder prior to doing so and
agrees to be bound by the terms and conditions of this Agreement.
All sublicenses shall (i) be non-exclusive, (ii) shall terminate with
the termination of the rights and licenses granted to LICENSEE
under Section 2.1 hereof, and be otherwise limited in accordance
with the limitations and restrictions which are imposed on the
rights and licenses granted to LICENSEE hereunder, (iii) contain
confidentiality provisions no less protective than those contained
in Section 12.1 hereof, and (iv) shall contain such other terms,
conditions, and licenses as are necessary to enable LICENSEE to
fulfill its obligations hereunder. LICENSEE shall send
LICENSOR a copy of every sublicense agreement or other
agreement entered into by LICENSEE in connection with a
sublicense hereunder within thirty (30) days of the execution
thereof and shall also notify LICENSOR prior to any change in
ownership in a sublicensee. LICENSOR may terminate any such
sublicense if there is any change in the ownership or control of a
sublicensee.
3 ROYALTY PAYMENTS, REPORTS AND RECORD-KEEPING.
3.1 Royalties and Reports on Net Sales. During the term of
this Agreement, LICENSEE agrees to pay LICENSOR an earned
royalty which shall (subject to Section 3.7 hereof) be ten percent
(10%) of the Net Selling Price of Licensed Products which
embody, or the manufacture of which utilizes, any of the rights
granted under Section 2.1 hereof, and which are manufactured by
or for LICENSEE and sold, leased, used or otherwise disposed of
by or for LICENSEE or a permitted sublicensee. Payments under
this Section 3.1 shall be made on a monthly basis and made
within 10 days after the end of the calendar month in which such
Licensed Products were sold, leased, used or otherwise disposed
of by or for LICENSEE or a permitted sublicensee hereunder.
Each royalty payment shall be in U.S. dollars and shall be
accompanied by a statement by LICENSEE showing in
reasonable detail the amount of Licensed Products sold, used,
leased or otherwise disposed of by or for LICENSEE and its
sublicensees during the preceding month, any deductions taken or
credits applied, and the currency exchange rate used to report
sales made in currencies other than U.S. dollars. LICENSEE
shall use the exchange rates for buying U.S. dollars in effect on
the last day of each month, as specified in The New York Times.
The first such statement shall cover the period from the Effective
Date of this Agreement to the end of the first calendar month in
which a Licensed Product is sold, used, leased or otherwise
disposed of by or for LICENSEE or its sublicensees. In addition,
LICENSEE shall provide LICENSOR with monthly reports of its
activities involving the development of Licensed Products.
LICENSEE shall also furnish to LICENSOR at the same time it
becomes available to any third party, a copy of each brochure,
price list, advertisement or other marketing and promotional
materials prepared, published or distributed by LICENSEE or its
sublicensees relating to Licensed Products. LICENSOR shall
have the right, but not the obligation, to approve any use by
LICENSEE of LICENSOR's name, logo, or other information
about Licensed Products, and to require the correction of any
inaccurate information.
3.2 Minimum Royalties - Regardless of whether
LICENSEE is selling any Licensed Products, during the term of
this Agreement LICENSEE agrees to pay LICENSOR an initial
fee of [Confidential Information Omitted and filed separately
with the Securities and Exchange Commission] upon signing of
this License Agreement and the non-refundable minimum royalties
(in U.S. Dollars) specified below for each of the stated periods:
Period Minimum Royalty
[Confidential Information Omitted and filed separately with the
Securities and Exchange Commission]
3.3 Time and Method of Payment. The initial fee and
payment for the first minimum royalty payment under Section
3.2 shall be paid to LICENSOR within 10 days of the Effective
Date of this Agreement, and each subsequent payment under
Section 3.2 to LICENSOR shall be made on or before January 31
of each license year commencing January 1, 2008. All other
payments shall be due on the date specified in this Agreement, or
if no date is specified, within 30 days of invoice. All payments
that remain unpaid past their due date shall bear interest at an
annual rate equal to the lesser of 25% or the maximum interest
rate permitted by law. All payments made to LICENSOR shall be
paid by wire transfer of immediately available funds to the
account of Research Frontiers Incorporated at Chase Manhattan
Bank, 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000, Account
No.: 000-000-000, ABA Wire Code No.: 021 000 021, or to such
other account or place, as LICENSOR may specify in a notice to
LICENSEE.
3.4 Sales, Use and Returns. Licensed Products shall be
considered as sold, leased or used and royalties shall accrue on
the earlier of when such Licensed Products are billed out, or when
delivered, shipped or mailed to the customer. If as a result of a
price reduction or a return of Licensed Products previously sold, a
credit or refund to a customer is given on part or all of the sale
price of such Licensed Products, a credit shall be allowed against
royalties accruing thereafter under this Agreement equal to the
royalty paid on that part of the sales price so credited or refunded.
3.5 Recordkeeping. LICENSEE shall keep and shall cause
each sublicensee to keep for six (6) years after the date of
submission of each statement supported thereby, true and
accurate records, files and books of accounts that relate to
Licensed Products, all data reasonably required for the full
computation and verification of the Net Selling Price of Licensed
Products, deductions therefrom and royalties to be paid, as well
as the other information to be given in the statements herein
provided for, and shall permit LICENSOR or its duly authorized
representatives, upon reasonable notice, adequately to inspect the
same at any time during usual business hours. LICENSOR and
LICENSEE agree that an independent certified public accounting
firm (selected by LICENSOR from the largest ten certified public
accounting firms in the United States of America, or any country
in the Licensed Territory) may audit such records, files and books
of accounts to determine the accuracy of the statements given by
LICENSEE pursuant to Section 3.1 hereof. Such an audit shall be
made upon reasonable advance notice to LICENSEE and during
usual business hours no more frequently than annually. The cost
of the audit shall be borne by LICENSOR, unless the audit shall
disclose a breach by LICENSEE of any term of this Agreement,
or an underpayment error in excess of two percent of the total
monies paid to LICENSOR by LICENSEE during the audited
period, in which case LICENSEE shall bear the full cost of such
audit. LICENSEE agrees to pay LICENSOR all additional
monies that are disclosed by the audit to be due and owing to
LICENSOR within thirty days of the receipt of the report.
3.6 Customer Referrals. Although LICENSOR is under no
obligation to do so, LICENSOR may from time to time refer
customers to LICENSEE. In the event that such customer
purchases, leases or rents products or services from LICENSEE
other than a Licensed Product upon which a royalty is paid by
LICENSEE to LICENSOR, LICENSEE shall include the details
of such transaction in its next monthly report under Section 3.5
hereof, and shall pay LICENSOR a sales commission equal to ten
percent (10%) of the amount received from such customer for
which a royalty under Section 3.1 hereof is not paid. No such
payment shall be due from LICENSEE to LICENSOR if the
referred customer was already a customer of LICENSEE prior to
the date of referral by LICENSOR and LICENSEE informs
LICENSOR of such fact at the time that the referral by
LICENSOR is made.
[Confidential Information Omitted and filed separately with the
Securities and Exchange Commission]
4 OBLIGATIONS OF LICENSEE.
4.1 Compliance. LICENSEE agrees that, without limitation,
any manufacture, sale, lease, use or other disposition of Licensed
Products that is not in strict accordance with the provisions of this
Agreement shall be deemed a material breach of this Agreement.
4.2 End Users. LICENSEE agrees to require all direct
recipients of Licensed Products to whom Licensed Products are
sold, leased, or otherwise disposed of by LICENSEE or its
sublicensees, to look only to LICENSEE and not to LICENSOR
or its affiliates for any claims, warranties, or liability relating to
such Licensed Products. LICENSEE agrees to take all steps to
reasonably assure itself that Licensed Products sold, leased or
otherwise disposed of by or for LICENSEE is being used for
permitted purposes only.
4.3 Laws and Regulations. LICENSEE agrees that it shall
be solely responsible for complying with all laws and regulations
affecting the manufacture, use and sale or other disposition of
Licensed Products by LICENSEE and its sublicensees, and for
obtaining all approvals necessary from governmental agencies
and other entities. LICENSEE agrees to maintain a file of all
such approvals and to send LICENSOR a copy of all such
approvals (including English translations thereof in the case of
approvals required by any foreign country) within 10 business
days of any written request for such copies by LICENSOR.
LICENSEE represents and warrants to LICENSOR that no
approval from any governmental agency or ministry, or from any
third party, is required to effectuate the terms of this Agreement
or the transactions contemplated hereby.
4.4 Purchase of Components from Others. By virtue of the
disclosure of Technical Information and information, if any,
provided from time to time by LICENSOR to LICENSEE and to
its other licensees, and each of their sublicensees and affiliates,
any component of a Light Valve, including, without limitation,
materials, suspensions, films, polymers, coatings, particle
precursors, and particles (each, a "Component"), which
LICENSEE or its sublicensees makes, has made for it, or
purchases from any third party for use in Licensed Products shall
be deemed to have been manufactured at least in part using the
Technical Information provided by LICENSOR if LICENSEE or
any supplier of a Component to LICENSEE has had access to
Technical Information of any kind of LICENSOR or its licensees
and their sublicensees, consultants, subcontractors, agents or
representatives. LICENSEE and its sublicensees each hereby
agrees that (i) all Components shall be used only in strict
accordance with the provisions of this Agreement, and that such
Components may not be used for any other purpose or resold by
LICENSEE or its sublicensees except as specifically permitted by
the license granted in Section 2.1 hereof, and (ii) LICENSEE and
its sublicensees will only look to the manufacturer or supplier of
such Component or other item used by LICENSEE or its
sublicensees and not to LICENSOR or its affiliates for any claims,
warranties, or liability relating to such Component or other item.
LICENSEE acknowledges that LICENSOR has not made any
representations or warranties regarding the availability of any
Component, or the price thereof, and that in all respects
LICENSEE shall deal directly with the suppliers of such
Components and will obtain from them information regarding
availability, pricing, and/or other terms relating to such
Components.
4.5 No Warranties by LICENSOR. LICENSOR does not
represent or warrant the performance of any Licensed Product or
of any material, Component, or information provided hereunder,
and LICENSEE expressly acknowledges and agrees that any such
material, Component or information provided by LICENSOR
hereunder is provided "AS IS" and that LICENSOR makes no
warranty with respect thereto and DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, WITH RESPECT THERETO, ITS USE OR ANY
INABILITY TO USE IT, OR THE RESULTS OF ITS USE. In
no event shall LICENSOR be liable for any damages, whether in
contract or tort (including negligence), including but not limited
to direct, consequential, special, exemplary, incidental and
indirect damages, arising out of or in connection with this
Agreement or the use, the results of use, or the inability to use any
Licensed Product, material, Component or information provided
hereunder.
4.6 Analysis. LICENSEE represents and agrees that it will
only incorporate Components received from authorized suppliers
into Licensed Products and for no other purpose, and that
LICENSEE will not directly or indirectly attempt to
reverse-engineer any material provided to it hereunder by
LICENSEE or any supplier of any Component.
4.7 Personnel. LICENSEE agrees to assign personnel from
its technical staff who shall be responsible for the development
of Licensed Products during the term of this Agreement.
4.8 Promotional Activities. LICENSEE agrees that it shall
maintain, either at its own facilities or that of any laminating
subcontractor selected by LICENSEE, adequate inventories of
SPD light control film purchased from any authorized supplier of
Light Valve film to meet on a timely basis the anticipated
requirements of LICENSEE for incorporation into Licensed
Products during the term of this Agreement. In addition,
LICENSEE shall promptly develop and maintain a web site
relating to its business which prominently features LICENSOR's
SPD technology and LICENSEE's relationship to LICENSOR,
and shall participate at industry trade shows and conferences
and/or engage in other marketing and promotional activities
reasonably necessary to promote LICENSOR's SPD technology
and LICENSEE's business relating thereto.
5 TRADEMARKS.
5.1 Trademarks. All trademarks or service marks that either
party may adopt and use for Licensed Products or other products
incorporating Light Valves are and shall remain the exclusive
property of the adopting party, and the other party shall not obtain
any rights and license to such marks under this Agreement, but
may inform others that the adopting party has licensed or
produced Licensed Products or products incorporating Light
Valves under such xxxx or marks, and may use the adopting
party's logo in connection therewith. LICENSOR may require
LICENSEE or its permitted sublicensees to indicate on packaging
that such product is licensed from Research Frontiers
Incorporated or to otherwise include language and/or
designations approved by LICENSOR indicating an affiliation
with Research Frontiers Incorporated or to use trademarks
specified by LICENSOR on LICENSEE's Licensed Products.
6 INSURANCE AND INDEMNIFICATION.
6.1 Insurance. LICENSEE shall maintain at all times ample
product liability and other liability insurance covering its
operations relating to the subject matter of this Agreement and
shall name LICENSOR as an additional insured. Upon request,
LICENSEE shall provide LICENSOR of evidence of such
insurance.
6.2 Indemnification. LICENSEE, and its affiliates,
successors and assigns and sublicensees (each, an "Indemnifying
Party"), each hereby indemnify and agree to hold harmless
LICENSOR and its shareholders, officers, directors, agents and
employees (each, an "Indemnified Party"), against any liability,
damage, loss, fine, penalty, claim, cost or expense (including
reasonable costs of investigation and settlement and attorneys',
accountants' and other experts' fees and expenses) arising out of
any action or inaction by any Indemnifying Party relating to this
Agreement including an Indemnifying Party's manufacture, sale,
use, lease or other disposition of Licensed Products, and related
materials, or other use of the information and rights granted
hereunder. Any knowledge of LICENSEE's or its sublicensee's
activities by LICENSOR or its representatives shall in no way
impose any liability on LICENSOR or reduce the responsibilities
of LICENSEE hereunder or relieve it from any of its obligations
and warranties under this Agreement.
7 FUTURE PATENTS.
7.1 Future Patents. Each party, at its cost, shall have the
right to file patent applications in the United States and in foreign
countries covering any invention made by such party.
7.2 Improvements and Modifications. (a) Any future
improvements or modifications invented or developed by or on
behalf of LICENSEE, LICENSEE's sublicensees and
LICENSOR after the Effective Date of this Agreement, if any,
which relate in any way to or are useful in the design, operation,
manufacture and assembly of Licensed Products, and/or to the
suspensions or other components used or usable in Licensed
Products shall not be included in this Agreement. Upon written
request by the non-inventing party, LICENSOR and LICENSEE
shall negotiate with each other regarding the grant of
nonexclusive rights and licenses to use such improvements and
modifications, but neither party shall be obligated to grant such
rights and licenses to one another. Notwithstanding anything
contained herein to the contrary, LICENSOR shall have the right
to use, license and sublicense any improvement, modification or
invention which is jointly developed by LICENSEE or its officers,
directors, employees, affiliates, contractors, or consultants, on the
one hand, and LICENSOR or its officers, directors, employees,
affiliates, contractors or consultants, on the other hand.
(b) During the term of this Agreement each of the parties
hereto agrees to inform the other in writing (without any
obligation to reveal details which would be confidential
information), at least as frequently as once a year in January of
each calendar year, if any significant improvements or
modifications have been made relating to Licensed Products, and
as to the general nature of any such improvements and
modifications.
(c) Notwithstanding the foregoing, LICENSOR may, but
shall not be required to, voluntarily and without additional cost to
LICENSEE disclose certain information relating to future
improvements and modifications and license to LICENSEE
rights in such certain future improvements and modifications, and
any information so disclosed will be considered Technical
Information which LICENSEE shall be obligated to keep
confidential pursuant to Section 12.1 of this Agreement. In
connection therewith, LICENSOR, may voluntarily add patents
and/or patent applications to Schedule A hereof. No disclosure of
any information by LICENSOR shall in any way establish a
course of dealing or otherwise require LICENSOR to make any
future disclosure of information under this Agreement.
7.3 Foreign Patent Applications. During the term of this
Agreement, LICENSEE shall have the right to designate that any
patent application now or hereafter listed on or incorporated into
Schedule A shall be filed or maintained in any foreign country
included in the Licensed Territory. If so designated and if legally
possible to do so, LICENSOR agrees to promptly file, prosecute
and maintain such applications and resulting patents, and
LICENSEE shall pay to LICENSOR the complete cost, including
reasonable attorney's fees, to file, prosecute and maintain during
the term of this Agreement any such patent application and
resulting patents specifically so designated by LICENSEE.
8 TECHNOLOGY TRANSFER.
8.1. Materials. Upon request by LICENSEE, during the
term of this Agreement and when mutually convenient to
LICENSOR and LICENSEE, LICENSOR shall supply
LICENSEE with small quantities of materials related to Licensed
Products for experimental use only by LICENSEE, and shall
charge LICENSEE $1,500 per man/day plus the cost of any other
materials used in making such materials, plus the cost of shipping
such materials to LICENSEE. Upon request by LICENSEE,
during the term of this Agreement and when mutually convenient
to LICENSOR and LICENSEE, LICENSOR may make its
personnel available to consult with LICENSEE and its
contractors, with compensation to LICENSOR for such
consultation to be mutually agreed to by LICENSOR and
LICENSEE. Each invoice submitted by LICENSOR for such
service shall include detailed explanations of the charges, and, if
requested by LICENSEE, copies of receipts. The parties
acknowledge that LICENSOR has no obligation to transfer to
LICENSEE any Technical Information other than as may be
embodied in such sample materials, and that, other than sample
materials, if any, that may be supplied by LICENSOR as
aforesaid, LICENSEE will be acquiring materials from
authorized suppliers other than LICENSOR.
8.2 Inquiries. LICENSEE and LICENSOR may also at any
time during the term of this Agreement make reasonable inquiry
by telephone, facsimile or mail to one another in regard to any
information or data furnished pursuant to this Agreement.
8.3 Visits. During all visits by either party to the facilities of
the other party, visitors shall comply with all reasonable rules of
the host company, and each party to this Agreement will
indemnify and hold the other party harmless from any liability,
claim or loss whatsoever (i) for any injury to, or, death of, any of
its employees or agents while such persons are present at the
facility of the other party; and (ii) for any damages to its own
property or to the property of any such employee or agent which
may occur during the presence of any such person at the facility
of the other party, regardless of how such damage occurs.
8.4 Sole Purpose. Any documentation or information
supplied pursuant to this Agreement by either party to the other
shall be used solely for the purposes set forth in this Agreement.
9 INTELLECTUAL PROPERTY PROTECTION RESPONSIBILITIES.
9.1 Proprietary Rights: Notices. Each party shall provide
appropriate notices of patents, or other similar notice of the patent
rights of the other party on all products utilizing the patented
inventions of the other party. Either party may add its own patent
notice to any copy or embodiment which contains its patented
inventions.
9.2 LICENSOR Exclusive Owner. LICENSEE hereby
acknowledges LICENSOR as purporting to be the sole and
exclusive owner of the patents and patent applications listed on
Schedule A, and that, except for the rights granted hereunder,
LICENSEE shall not have any rights or attempt to assert any
ownership rights in and to those patents and patent applications.
10 TERM AND TERMINATION.
10.1 Term. The term of this Agreement shall extend from
the Effective Date of this Agreement to the date of termination of
this Agreement. Unless sooner terminated or extended, as herein
provided for below, this Agreement shall terminate upon the
expiration of the later of (A) the last to expire of the patents now
or hereafter listed in Schedule A hereof, and (B) the expiration of
the period in which LICENSEE is obligated to maintain
confidential Technical Information of LICENSOR pursuant to
Section 12.1 hereof.
10.2 Termination by LICENSEE. LICENSEE may
terminate this Agreement effective as of December 31, 2012 or as
of any anniversary thereof by giving LICENSOR prior notice
thereof unless sooner terminated as hereinafter provided. Such
notice shall be made in writing and shall be given between 60 and
90 days prior to the effective date for which such termination is to
be effective. If LICENSEE decides to terminate this Agreement
for any reason, LICENSEE shall provide LICENSOR, along with
the aforementioned notice of termination, with a written report
describing the reasons for such termination.
10.3 Termination by LICENSOR. LICENSOR may
terminate this Agreement at any time effective as of December 31,
2012 or as of any anniversary thereof upon at least 30 days'
notice to LICENSEE for any reason, provided, however, that
LICENSOR shall give LICENSEE at least one years' notice of
any early termination under this Section 10.3 if LICENSEE is
producing and selling Licensed Products hereunder.
Notwithstanding the foregoing, LICENSOR may terminate this
Agreement at any time upon at least 30 days' notice to
LICENSEE if LICENSEE shall have failed to make any payment
when due or at any time breach any material term of this
Agreement and such payment is not made or such breach is not
cured within any applicable cure period specified in Article 11 of
this Agreement, or repeatedly provide inaccurate reports
hereunder, or if there has been a cessation by LICENSEE of
general operations or of work related to Licensed Products.
10.4 Effect of Termination. If this Agreement expires or is
terminated for any reason whatsoever, in addition to any other
remedies which one party may have against the other: (1) all of
LICENSEE's rights and licenses under this Agreement shall
cease, and LICENSEE shall immediately return to LICENSOR
all Technical Information furnished to LICENSEE under this
Agreement, together with all reproductions, copies and
summaries thereof; provided, however, that LICENSEE may
retain solely for archival purposes one copy of all such documents
in its legal department files, (2) at LICENSOR's option,
LICENSEE shall, within 30 days of the date of such termination
or expiration, either (A) sell and deliver to LICENSOR at
LICENSEE's direct cost of manufacture any Licensed Products
which shall then be in the possession of LICENSEE, and, if
requested by LICENSOR, LICENSEE shall finish and deliver to
LICENSOR any Licensed Products in the process of manufacture
as soon as possible and, in any case, not later than 30 days after
receiving LICENSOR's request, and/or (B) with respect to any
unsold inventory and work in the process of manufacture, to
complete such work in process and sell any remaining inventory
during the period not to exceed six months from the date of
termination or expiration of this Agreement provided that at the
completion of such six-month period, LICENSEE shall promptly
destroy and dispose of any Licensed Products (and Licensed
Products in the process of manufacture) not sold under this
Section 10.4 and (3) if this Agreement is terminated for any
reason or expires, upon such termination or expiration,
LICENSEE hereby grants to LICENSOR a nonexclusive,
royalty-free, irrevocable, worldwide license with the right to
grant sublicenses to others to utilize all technical information,
improvements and/or modifications (whether or not the subject
of patents or pending patent applications) developed or invented
by or on behalf of LICENSEE and/or its sublicensees,
subcontractors, or agents hereunder through the date of such
termination or expiration of this Agreement relating to Light
Valves, or Licensed Products, and upon such termination or
expiration, LICENSEE shall provide LICENSOR in reasonable
detail complete information regarding such technical information,
improvements and/or modifications. The foregoing license shall
be self-effectuating, but LICENSEE agrees upon written notice
by LICENSOR at any time hereafter to deliver to LICENSOR
within 30 days of such notice any document or other instrument
reasonably requested by LICENSOR to convey such license
rights to LICENSOR such as, by way of example, confirmations
or instruments of conveyance or assignment. No termination of
this Agreement by expiration or otherwise shall release
LICENSEE or LICENSOR from any of its continuing obligations
hereunder, if any, or limit, in any way any other remedy one party
may have against the other party. Notwithstanding the foregoing,
LICENSEE's obligations to LICENSOR under Sections 3.1, 3.5,
3.6, 4.2, 4.3, 4.4, 4.5, 4.6, 6.1, 6.2, 7.2, 8.3, 8.4, 10.4, 12.1, and
Articles 13 and 14 shall survive any termination or expiration of
this Agreement.
11 EVENTS OF DEFAULT AND REMEDIES.
11.1 Events of Default. Each of the following events shall
constitute an "Event of Default" under this Agreement:
11.1.1 (a) A party's failure to make any payment due in a
timely manner or a party's material breach or material failure to
punctually perform any of its duties and obligations under this
Agreement, which material breach or failure, if curable, remains
uncured for thirty (30) days after written notice of such breach or
failure is received by the breaching party; or (b) a material
misrepresentation is made by a party in any representation or
warranty contained in this Agreement and the misrepresented
facts or circumstances, if curable, remain uncured thirty (30) days
after written notice of such misrepresentation is received by the
breaching party; and, in either case, if such breach or
misrepresentation is not curable, termination shall occur thirty
(30) days after such misrepresentation or breach at the option of
the non-breaching party; or
11.1.2 The failure by a party upon request to provide the
other party with adequate assurances of its performance of all
obligations under this Agreement upon: (a) such first party's
filing of a voluntary petition in bankruptcy; (b) the filing of any
involuntary petition to have such first party declared bankrupt
which has not been dismissed within ninety (90) days of its filing;
(c) the appointment of a receiver or trustee for such first party
which has not been rescinded within ninety (90) days of the date
of such appointment; or (d) such first party otherwise becoming
insolvent or otherwise making an assignment for the benefit of
creditors.
11.2 Default by a Party. If there occurs an Event of Default
with respect to a party, the other party may:
(a) seek damages; and/or
(b) seek an injunction or an order for mandatory or specific
performance; and/or
(c) terminate this Agreement and the licenses granted to
LICENSEE hereunder whereupon the non-defaulting party
shall have no further obligations under this Agreement except
those which expressly survive termination, and except with
respect to royalty payments due and owing to LICENSOR as
of the termination date or any subsequent period specified in
Section 10.4.
12 CONFIDENTIALITY.
12.1 Confidential Information. (a) LICENSEE agrees for
itself, its sublicensees, and their employees and agents that for
twenty (20) years from the later of the Effective Date of this
Agreement or the latest date of its receipt of information
disclosed to LICENSEE by LICENSOR pursuant to this
Agreement, such information shall be held in confidence;
provided, however, there shall be no obligation to treat as
confidential information which is or becomes available to the
public other than through a breach of this obligation, or which
was already possessed by LICENSEE in writing (or otherwise
provable to be in the possession of LICENSEE) prior to the
Effective Date of this Agreement (and was not received from
LICENSOR) or which is shown by LICENSEE to have been
received by it from a third party who had the legal right to so
disclose it without restrictions and without breach of any
agreement with LICENSOR or its licensees. LICENSOR shall
affix an appropriate legend on all written documentation given to
LICENSEE which contains confidential information, but the
failure to so affix such legend shall not affect the confidential
nature of such information. LICENSEE acknowledges that the
list of patent applications contained on Schedule A is confidential
information of LICENSOR. If confidential information is
otherwise conveyed orally by LICENSOR, LICENSOR shall
specify to LICENSEE at the time such information is being
conveyed (or in a subsequent letter referring to the conversation)
that the information conveyed is confidential. It is understood
and agreed that, unless otherwise provided in a separate
agreement between LICENSEE and LICENSOR, LICENSEE
has no obligation hereunder to provide LICENSOR with any
confidential or proprietary information, and that LICENSOR
shall have no obligation hereunder to LICENSEE to maintain in
confidence or refrain from commercial or other use of any
information which LICENSOR is or becomes aware of under this
Agreement. The terms and provisions of this Agreement or any
other agreement between the parties shall not be considered
confidential except that LICENSEE may not disclose the
minimum annual royalty payments specified in Article 3 hereof
without LICENSOR's prior written consent, and the parties
hereto acknowledge that, pursuant to the Securities Exchange Act
of 1934, as amended, and the regulations promulgated thereunder,
LICENSOR may file copies of this Agreement with the Securities
and Exchange Commission and with NASDAQ and with any
other stock exchange on which LICENSOR's securities may be
listed. LICENSEE agrees that for the period of time during
which LICENSEE is obligated to keep information confidential
hereunder, LICENSEE will not make, use, sell, lease or otherwise
dispose of products using or directly or indirectly derived from
Licensed Products, Light Valves, or Components, or which
otherwise comprise suspended particles, which when subjected to
a suitable electric or magnetic field, orient to produce a change in
the optical characteristics of the suspension ("SPD Technology")
unless an agreement between LICENSOR and LICENSEE
permitting it to do so is in full force and effect and the royalties, if
any, provided in such agreement are being paid to LICENSOR on
such products. The foregoing restriction shall not apply to
products (i) which do not directly or indirectly incorporate SPD
Technology, such as, but not limited to, liquid crystal devices, or
electrochromic devices, or (ii) which incorporate technology
involving suspended particles, which when subjected to a suitable
electric or magnetic field, orient to produce a change in the
optical characteristics of the suspension but which is
independently developed and which is not in any way directly or
indirectly derived from any Technical Information of
LICENSOR or its licensees, sublicensees, or any of their
affiliates. LICENSEE shall have the burden of proving by clear
and convincing evidence that the availability of any exception of
confidentiality exists or that the foregoing restrictions do not
apply to a particular product. Nothing contained in this section,
however, shall be construed as granting LICENSEE any rights or
licenses with respect to any Technical Information or patents of
LICENSOR or its other licensees or their sublicensees.
(b) LICENSEE will have the right to provide materials to,
and to disclose information to, a subcontractor relating to this
Agreement; provided, however, that LICENSEE shall only
disclose such information as is strictly necessary to enable said
subcontractor to perform its manufacturing task, and provided
that prior to disclosing any information to said subcontractor, said
subcontractor has signed a secrecy agreement with LICENSEE at
least as protective of LICENSOR's Technical Information as the
provisions of this Agreement, including, without limitation, said
subcontractor's specific agreement to be bound by the provisions
of Section 12.1 hereof to the same extent as LICENSEE. For
such purposes, LICENSEE may develop a standard form of
secrecy agreement for LICENSOR's approval, after which
LICENSEE may use such secrecy agreement with all
subcontractors without LICENSOR's prior approval of the
secrecy agreement being necessary. LICENSEE shall have all
subcontractors sign said secrecy agreement prior to the disclosure
of Technical Information to said subcontractor, and LICENSEE
shall send LICENSOR a copy of every such secrecy agreement
within thirty (30) days after the execution thereof.
13 WARRANTIES AND REPRESENTATIONS.
13.1 Reciprocal Representations. Each party represents and
warrants to the other that:
13.1.1 Valid Agreement. The execution and delivery of this
Agreement by the officer or representative so doing, and the
consummation of the transactions contemplated hereby, have
been duly authorized by all necessary corporate action by
LICENSOR and LICENSEE and this Agreement is a valid and
binding obligation enforceable against the parties in accordance
with its terms, except to the extent limited by bankruptcy,
insolvency, moratorium and other laws of general application
relating to general equitable principles;
13.1.2 No Conflicts. Nothing herein conflicts with its rights
and obligations pursuant to any agreement by a party and any
other entity; and
13.1.3 Publicity. The parties shall have the right to use
non-confidential information, including but not limited to
information concerning this Agreement, a description of the other
party, and its logos for marketing, sales, technical assistance,
investor relations, disclosure and public relations purposes, and
that information permitted to be disclosed by a party under this
Section 13.1.3 may appear on such party's (or its subsidiaries' or
sublicensees') Internet web site, along with links to the Internet
web sites, and specific pages therefrom, of the other party and its
subsidiaries and sublicensees.
13.2 LICENSOR Representations. LICENSOR represents
and warrants, for the benefit of LICENSEE, that:
13.2.1 Title. As of the date hereof, LICENSOR represents
and warrants that it has the right to convey the rights and licenses
granted by this Agreement, and otherwise to perform its
obligations under this Agreement. LICENSOR has caused its
employees who are employed to do research, development, or
other inventive work to disclose to it any invention or information
within the scope of this Agreement and to assign to it rights in
such inventions and information in order that LICENSEE shall
receive, by virtue of this Agreement, the licenses granted to it
under Section 2.1 hereof.
13.2.2 Infringement. As of the date hereof, LICENSOR is
not aware of any claim for patent infringement or the
misappropriation of trade secrets, being asserted against it by any
third party; or of any infringement of the patents listed on
Schedule A hereto by any entity.
13.2.3 Patents in Force. To the best of LICENSOR's
knowledge, all of the patents listed on Schedule A hereto are
currently in force.
13.3 No Warranty. LICENSOR and LICENSEE make no
guaranty or warranty to one another under this Agreement (a) that
LICENSEE will be able to develop, manufacture, sell or
otherwise commercialize Licensed Products, or (b) as to the
validity of any patent.
14 MISCELLANEOUS.
14.1 Applicable Law. This Agreement shall be interpreted,
construed, governed and enforced in accordance with and
governed by the laws of the State of New York, and LICENSOR
and LICENSEE hereby submit to the exclusive jurisdiction of the
state or federal courts located in the County of Nassau and State
of New York for such purposes.
14.2 Confidentiality In Court Proceeding. In order to
protect and preserve the confidential information of a party which
the parties recognize may be exchanged pursuant to the
provisions of this Agreement, the disclosing party may request,
and the receiving party shall not oppose, the court in any action
relating to this Agreement to enter a protective order to protect
information which is confidential information under Section 12.1
and to seal the record in the action or to hold the proceedings, or
portion of the proceedings, in camera; provided, that the
requested terms do not prejudice the receiving party's interests.
Nothing, however, shall preclude either party from thereafter
moving to unseal its own records or to have matter and
information designated as confidential under any relevant
protective order designated otherwise in accordance with the
circumstances as they shall appear at that time.
14.3 Severability. If any provision of this Agreement is
declared or found to be illegal, unenforceable or void, the parties
shall negotiate in good faith to agree upon a substitute provision
that is legal and enforceable and is as nearly as possible consistent
with the intentions underlying the original provision. If the
remainder of this Agreement is not materially affected by such
declaration or finding and is capable of substantial performance,
then the remainder shall be enforced to the extent permitted by
law.
14.4 Waiver. Unless agreed to by the parties in writing to
the contrary, the failure of either party to insist in any one or more
instances upon the strict performance of any one or more of the
provisions of this Agreement, or to exercise any right contained
in this Agreement or provided by law, shall not constitute or be
construed as a waiver or relinquishment of the performance of
such provision or right or the right subsequently to demand such
strict performance or exercise of such right, and the rights and
obligations of the parties shall continue unchanged and remain in
full force and effect.
14.5 Captions. The captions and headings in this
Agreement are inserted for convenience and reference only and in
no way define or limit the scope or content of this Agreement and
shall not affect the interpretation of its provisions.
14.6 Assignment. This Agreement shall be binding on and
shall inure to the benefit of the parties and their successors and
assigns. However, LICENSEE agrees that it shall not assign this
Agreement or its rights hereunder without the prior written
consent of LICENSOR except to a successor to substantially all
of its business relating to Light Valves and whose obligations
hereunder are guaranteed to LICENSOR by LICENSEE.
LICENSOR may assign all of its rights and obligations hereunder
to any successor to any of its business interests or to any company
controlling or controlled by LICENSOR. All assignees shall
expressly assume in writing the performance of all the terms and
conditions of this Agreement to be performed by the assigning
party, and an originally signed instrument of such assumption and
assignment shall be delivered to the non-assigning party within
30 days of the execution of such instrument.
14.7 Schedules. All Schedules attached to this Agreement
shall be deemed to be a part of this Agreement as if set forth fully
in this Agreement.
14.8 Entire Agreement. This Agreement constitutes the
entire understanding and agreement between LICENSOR and
LICENSEE with respect to the subject matter hereof, supersedes
all prior agreements, proposals, understandings, letters of intent,
negotiations and discussions with respect to the subject matter
hereof and can be modified, amended, supplemented or changed
only by an agreement in writing which makes specific reference
to this Agreement and which is executed in writing by the parties;
provided, however, that either party may unilaterally waive in
writing any provision imposing an obligation on the other.
14.9 Notices. Any notice required or permitted to be given
or made in this Agreement shall be in writing and shall be deemed
given on the earliest of (i) actual receipt, irrespective of method
of delivery, (ii) on the delivery day following dispatch if sent by
express mail (or similar next day courier service), or (iii) on the
sixth day after mailing by registered or certified air mail, return
receipt requested, postage prepaid and addressed as follows:
LICENSOR: Xxxxxx X. Xxxx, Chairman and CEO
Research Frontiers Incorporated
000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000-0000 XXX
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
LICENSEE: Xxxxxx Xxxxxxxxx
IP and R&D Coordinator
AGC Flat Glass Europe SA
European R&D Centre
Xxx xx X'Xxxxxx 0
X 0000 Xxxxx, Xxxxxxx
Facsimile x00-00-000-000
Telephone x00-00-000-000
or to such substitute addresses and persons as a party may
designate to the other from time to time by written notice in
accordance with this provision.
14.10 Bankruptcy Code. In the event that either party
should file a petition under the federal bankruptcy laws, or that an
involuntary petition shall be filed against such party, the parties
intend that the non-filing party shall be protected in the continued
enjoyment of its rights hereunder to the maximum feasible extent
including, without limitation, if it so elects, the protection
conferred upon licensees under section 365(n) of Title 17 of the
U.S. Code. Each party agrees that it will give the other party
immediate notice of the filing of any voluntary or involuntary
petition under the federal bankruptcy laws.
14.11 Construction. This Agreement and the exhibits
hereto have been drafted jointly by the parties and in the event of
any ambiguities in the language hereof, there shall no be
inference drawn in favor or against either party.
14.12 Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same
instrument.
14.13 Status of the Parties. The status of the parties under
this Agreement shall be solely that of independent contractors.
No party shall have the right to enter into any agreements on
behalf of the other party nor shall it represent to any person that it
has such right or authority.
The parties, through their duly authorized representatives,
and intending to be legally bound, have executed this Agreement,
as of the date and year first above written, whereupon it became
effective in accordance with its terms.
RESEARCH FRONTIERS INCORPORATED
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, President
Date: December 13, 2007
AGC FLAT GLASS EUROPE SA
By: /s/ Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx, IP and R&D Coordinator
Date: December 11, 2007
By: /s/ Marc Van den Xxxxx
Xxxx Van den Neste, European R&D Manager
Date: December 11, 2007
Schedule A
(As of December 13, 2007)
LIST OF UNITED STATES, INTERNATIONAL AND
FOREIGN PATENTS AND PATENT APPLICATIONS
Date Expiration
Patents in the United States Issued Date
5,002,701 Xxxxxx X. Xxxx
"Light Polarizing Materials and
Suspensions Thereof" 3/26/91 3/26/08
4,877,313 Xxxxxx X. Xxxx et al
"Light Polarizing Materials and
Suspensions Thereof" 10/31/89 2/10/09
5,093,041 Xxxxxx X. Check, III et al
"Light-Polarizing Material Based on
Ethylene-diamine Polyacetic Acid
Derivatives" 3/03/92 7/30/10
5,111,331 Xxxx Xxxxxxxxx
"Electro-Optical Light Modulator" 5/05/92 7/5/09
5,279,773 Xxxxxx X. Xxxx
"Light Valve Incorporating A Suspension
Stabilized With A Block Polymer" 1/18/94 3/23/12
5,325,220 Xxxxxx X. Xxxx
"Light Valve With Low Emissivity
Coating As Electrode" 6/28/94 3/9/13
5,463,491 Xxxxxx X. Check III
"Light Valve Employing a Film Comprising
An Encapsulated Liquid Suspension And
Method of Making Such Film" 10/31/95 11/6/12
5,463,492 Xxxxxx X. Check III
"Light Modulating Film of Improved
Clarity For A Light Valve" 10/31/95 11/6/12
5,461,506 Xxxxxx X. Check III et al
"Light Valve Suspensions Containing A
Trimellitate Or Trimesate And Light
Valves Containing The Same" 10/24/95 5/11/13
5,467,217 Xxxxxx X. Check III et al
"Light Valve Suspensions and Films
Containing UV Absorbers and Light
Valves Containing The Same" 11/14/95 5/11/13
5,516,463 Xxxxxx X. Check III et al
"Method of Making Light
Polarizing Particles" 05/14/96 07/08/14
5,650,872 Xxxxxx X. Xxxx et al
"Light Valve Containing
Ultrafine Particles" 07/22/97 12/08/14
5,728,251 Xxxxxx X. Check, III
"Light Modulating Film of Improved
UV Stability For a Light Valve" 03/17/98 09/27/15
5,764,402 Xxxx-Xxxxxxxx Xxxxxx; Xxxxxx Xxxxx
Optical Cell Control System 06/09/98 04/24/15
5,838,482 Xxxxxx Xxxxxxxxx; Xxxxxx Xxxxxxx
Optical Cell 11/17/98 05/16/15
5,691,849 Xxxx Xxxxxxx; Xxxx-Xxxxxxxx Xxxxxx; Xxxxx Xxxx
Rear-View Assembly for a Vehicle
and an Adaptor Therefo 11/25/97 11/25/14
6,114,405 Xxxxxxx Xxxxxx et al
Ultraviolet Radiation-Curable
Light-Modulating Film for a Light
Valve, and Method of Making Same 09/05/00 10/09/17
6,156,239 Xxxxxx X. Xxxx et al
Light Polarizing Material, Liquid
Suspensions and Films Thereof, and Light
Valve Incorporating Same 12/05/00 02/26/19
6,271,956B1 Xxxxxx X. Xxxx et al
Method and Materials for Enhancing the
Adhesion of SPD Films and Light Valves
Comprising Same 08/07/01 03/02/20
6,301,040 Xxxxxxxxxx Xxxxxxxxxx et al
SPD Films Having Improved Properties and
Light Valves Comprising Same 10/09/01 05/24/20
6,334,967B1 Xxxxxx X. Xxxx et al
Light Polarizing Particles of Improved
Particle Size Distribution 01/01/02 12/21/20
(See also listing for PCT/US99/15508)
6,416,827 Xxxxxxxxxx Xxxxxxxxxx et al
SPD Films and Light Valves Comprising Same 07/09/02[10/27/20]
6,429,961B1 Xxxxxx X. Xxxxxx et al
Methods for Retrofitting Windows With Switchable
and Non-Switchable Window Enhancements and
Retrofitted Windows Produced Thereby 08/06/02 10/03/20
6,517,746 Xxxxxx X. Xxxx et al.
Polyhalide Particles and Light Valves
Comprising Same 02/11/03 01/05/21
6,522,446 Xxxxxx X. Xxxx
Anisometrically Shaped Metal Particles,
Liquid Suspensions and Films Thereof And
Light Valves Comprising Same 02/18/03 04/25/21
6,529,312B1 Xxxxxx X. Xxxx
Anisometrically Shaped Carbon and/or Graphite
Particles, Liquid Suspensions and Films Thereof
And Light Valves Comprising Same 03/04/03 06/07/19
[See also U.S. Patent No. 6,987,602 filed
December 27, 2002, a continuation-in-part of this patent]
6,606,185B2 Xxxxxx X. Xxxx
SPD Films and Light Valves Comprising Liquid
Suspensions of Heat-Reflective Particles of
Mixed Metal Oxides and Methods of Making
Such Particles 08/12/03 12/08/14
6,804,040 Xxxxxx X. Xxxxxxx, et al
Method and Device for Controlling Voltage
Provided to a Suspended Particle Device 10/12/04 02/13/23
6,897,997 Xxxxxx X. Xxxxxxx
Method and Device for Controlling Voltage
Provided to a Suspended Particle Device 05/24/05 02/13/23
(continuation-in-part of 6,804,040)
Xxxxxxxxxx Xxxxxxxxxx et al
6,900,923 "Siloxane Matrix Polymers and SPD Light Valve Films
Incorporating Same" 05/31/05 06/18/23
Xxxxxx X. Xxxx, et al
6,936,193 "SPD Light Valve Film Incorporating New
Suspending Media,and Light Valve
Incorporating Same" 08/30/05 04/14/23
6,987,602 B2 Xxxxxx X. Xxxx, et al
Anisometrically Shaped Carbon and/or Graphite
Particles, Liquid Suspensions and Films Thereof
And Light Valves Comprising Same 01/17/06 06/07/19
(continuation-in-part of patent 6,529,312B1)
PENDING UNITED STATES APPLICATIONS
Serial Number Filing Date
[Confidential Information Omitted and filed separately with the
Securities and Exchange Commission]
PENDING INTERNATIONAL APPLICATIONS
Serial Number Filing Date
[Confidential Information Omitted and filed separately with the
Securities and Exchange Commission]
Patent Number
or
Country Serial Number Issued Filed Expiration
[Confidential Information Omitted and filed separately with the
Securities and Exchange Commission]
FOREIGN PATENTS AND PATENT APPLICATIONS
Patent Number
or
Country Serial Number Issued Filed Expiration
[Confidential Information Omitted and filed separately with the
Securities and Exchange Commission]
