LICENSE AGREEMENT
[***] Indicates
text has been omitted from this Exhibit pursuant to a confidential treatment
request and has been filed separately with the Securities and Exchange Commission.
Exhibit 10.9A
| 8805. LICI.001 | ||
| UAB Research Foundation |
THIS LICENSE AGREEMENT (this “Agreement”) dated as of March 7, 2003 (the “Effective Date”), is
entered into between The UAB Research Foundation, an Alabama not for profit organization (“UABRF”),
having a place of business at 1120G Administration Building, 000 00xx Xxxxxx, Xxxxxxxxxx, Xxxxxxx
00000, and Fluidigm Corporation, a California corporation (“Fluidigm”), having a place of business
at 0000 Xxxxxxxxx Xxxxx, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000.
WHEREAS, UABRF owns or has rights in certain technology regarding nanovolume crystallization
arrays.
WHEREAS, UABRF and Oculus Pharmaceuticals, Inc. (“Oculus”) have entered into that certain
License Agreement dated as of September 21, 2001 (“Oculus Agreement”) pursuant to which UABRF has
granted to Oculus an exclusive license to the Oculus Agreement Technology (as defined below), on
the terms and conditions of the Oculus Agreement.
WHEREAS,
UABRF and Oculus have terminated the Oculus Agreement effective as of January 30,
2003.
WHEREAS, UABRF has licensed to Diversified Scientific, Inc. (“DSI”) rights in certain other
technology, which certain technology is identified in the attached Exhibit A (“UABRF/DSI
Technology”).
WHEREAS, DSI is performing certain research pursuant to one or more grants, existing as of
December 19, 2002, between UAB (as defined below) and DSI under Defense Small Business Innovation
Research Program.
WHEREAS, Fluidigm desires to obtain an exclusive worldwide license under the Licensed IP
Rights (as defined below), on the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants
herein contained, the parties agree as follows:
1. DEFINITIONS
1.1 “Affiliate” shall mean, with respect to any Person, any other Person which
directly or indirectly controls, is controlled by, or is under common control with, such Person. A
Person shall be regarded as in control of another Person if it owns, or directly or indirectly
controls, at least forty percent (40%) of the voting stock or other ownership interest of the other
Person, or if it directly or indirectly possesses the power to direct or cause the direction of the
management and policies of the other Person by any means whatsoever.
1.2 “Confidential Information” shall mean, with respect to a party, all information of
any kind whatsoever, and all tangible and intangible embodiments thereof of any
kind whatsoever, which is disclosed by such party to the other party and is marked, identified as
or otherwise acknowledged to be confidential at the time of disclosure to the other party.
Notwithstanding the foregoing, Confidential Information of a party shall not include information
which the other party can establish by written documentation (a) to have been publicly known prior
to disclosure of such information by the disclosing party to the other party, (b) to have become
publicly known, without fault on the part of the other party, subsequent to disclosure of such
information by the disclosing party to the other party, (c) to have been received by the other
party at any time from a source, other than the disclosing party, rightfully having possession of
and the right to disclose such information, (d) to have been otherwise known by the other party
prior to disclosure of such information by the disclosing party to the other party, or (e) to have
been independently developed by employees or agents of the other party without access to or use of
such information disclosed by the disclosing party to the other party.
1.3 “Fluidigm Series C Preferred Stock” shall have the meaning set forth in Section
1.9 of the Master Closing Agreement.
1.4 “Licensed IP Rights” shall mean, collectively, the Licensed Patent Rights and the
Licensed Know-How Rights.
1.5 “Licensed Know-How Rights” shall mean all trade secret and other know-how rights
in all information and data disclosed on or before the Effective Date that (i) is not generally
known (including, but not limited to, information and data regarding formulae, procedures,
protocols, techniques and results of experimentation and testing), (ii) is developed by Xx. Xxxxx
XxXxxxx in his capacity as a UAB faculty member or by UAB personnel under the scientific direction
and scientific supervision of Xx. Xxxxx XxXxxxx, and (iii) is necessary or useful for Fluidigm to
research, develop, make, use, sell or seek regulatory approval to market a composition, or to
practice any method or process, at any time (a) comprising the Oculus Agreement Technology or (b)
claimed or covered by in any issued patent or pending patent application within the Licensed Patent
Rights.
1.6 “Licensed Patent Rights” shall mean (a) those certain patent applications and
patents listed on Exhibit B hereto; (b) all patent applications heretofore or hereafter
filed or having legal force in any country which claim any Oculus Agreement Technology; (c) all
patents that have issued or in the future issue from the patent applications described in clauses
(a) and (b) of this Section 1.6, including utility, model and design patents and certificates of
invention; and (d) all divisionals, continuations, continuations-in-part, reissues, renewals,
extensions or additions to any such patent applications and patents.
1.7 “Master Closing Agreement” shall mean a Master Closing Agreement between
Fluidigm, UABRF and Oculus of even date hereof.
1.8 “NanoScreen Patent Rights” shall mean (a) those certain patent applications and
patents listed on Exhibit B hereto; (b) all patents that have issued or in the future issue
from any such patent applications, including utility, model and design patents and certificates of
invention; and (c) all divisionals, continuations, continuations-in-part, reissues, renewals,
extensions or additions to any such patent applications and patents.
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1.9 “Oculus Agreement Technology” shall mean collectively, the technology, processes,
inventions, trade secrets, know-how and other proprietary property described in Exhibit C
hereto.
1.10 “Person” shall mean an individual, corporation, partnership, limited liability
company, trust, business trust, association, joint stock company, joint venture, pool, syndicate,
sole proprietorship, unincorporated organization, governmental authority or any other form of
entity not specifically listed herein.
1.11 “Third Party” shall mean any Person other than UABRF, Fluidigm and their
respective Affiliates.
1.12 “UAB” shall mean the University of Alabama at Birmingham.
1.13 “UABRF/DSI
License Agreements” shall mean, collectively,
[***].
1.14 “UAB Related Entities” shall mean and include UAB, UABRF, University Hospital,
The University of Alabama Health Services Foundation (“UAHSF”), Southern Research Institute and all
other entities within the UAB Medical Center, which are under the control of the Board of Trustees
of The University of Alabama or are associated with said Board of Trustees through an affiliation
agreement.
2. REPRESENTATIONS AND WARRANTIES
2.1 Mutual Representations and Warranties Each party hereby represents and warrants to
the other party as follows:
2.1.1 Corporate Existence. Such party is a corporation duly organized, validly
existing and in good standing under the laws of the state in which it is incorporated.
2.1.2 Authorization and Enforcement of Obligations. Such party (a) has the corporate
power and authority and the legal right to enter into this Agreement and to perform its obligations
hereunder, and (b) has taken all necessary corporate action on its part to authorize the execution
and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has
been duly executed and delivered on behalf of such party, and constitutes a legal, valid, binding
obligation, enforceable against such party in accordance with its terms.
2.1.3 No Consents. All necessary consents, approvals and authorizations of all
governmental authorities and other Persons required to be obtained by such party in connection with
this Agreement have been obtained.
2.1.4 No Conflict. The execution and delivery of this Agreement and the performance of
such party’s obligations hereunder (a) do not conflict with or violate any
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requirement of applicable laws or regulations, and (b) do not conflict with, or constitute a
default under, any contractual obligation of it.
2.2 UABRF Representations and Warranties. UABRF represents and warrants to
Fluidigm as follows:
2.2.1
Ownership. UABRF is the sole owner of the Licensed IP Rights (other than those
listed under Item No. 3 of Exhibit B), and as of the Effective Date has no knowledge of any
Third Party having any license or other interest in such Licensed IP Rights. UABRF shall use its
commercially reasonable efforts to provide Fluidigm with (a) evidence of UABRF’s sole ownership of
those Licensed IP Rights listed under Item No. 3 of Exhibit B, and (b) a letter from DSI to
Fluidigm stating that DSI has no license or other interest in NanoScreen Patent Rights except to
the extent necessary for DSI to perform its research obligations pursuant to the SBIR Grants (as
defined below).
2.2.2 No Injunction. No action, suit or proceeding before any court or government body
is instituted (or is pending) by any government authority or any other Person to restrain or
prohibit this Agreement or the consummation of the transactions contemplated hereby. No preliminary
or permanent injunction or other order issued by any federal or state court of competent
jurisdiction preventing this Agreement or the consummation of the transactions contemplated hereby
is in effect.
2.2.3 No Infringement. As of the Effective Date, UABRF and Xx. Xxxxx XxXxxxx (a) are
not aware of any Third Party patent, patent application or other intellectual property rights that
would be infringed by practicing any process or method or by making, using or selling any
composition which is claimed or disclosed in the Licensed Patent Rights or which constitutes
Licensed Know-How Rights; (b) are not aware of any infringement or misappropriation by a Third
Party of the Licensed IP Rights; and (c) are not aware of any license or other right granted to DSI
or any other Third Party under the NanoScreen Patent Rights. Provided however, UABRF has disclosed
to Fluidigm the potential infringement by DSI of the Licensed IP Rights to the extent necessary for
DSI to perform its research obligations pursuant to one or more grants (the “SBIR Grants”),
existing as of December 19, 2002, between UAB and DSI under the Defense Small Business Innovation
Research (SBIR) Program, with the understanding that neither DSI nor any other third party would
have the right to commercialize any results of such SBIR grants that would infringe the Licensed IP
Rights without first obtaining a license from Fluidigm under the Licensed IP Rights. Not later than
ten (10) days following the Effective Date, UABRF shall provide Fluidigm with copies of all
documents and instruments relating to such SBIR Grants.
3. LICENSE GRANT
3.1 Licensed IP Rights. UABRF hereby grants to Fluidigm an exclusive, perpetual,
irrevocable, royalty-free, worldwide license (including the right to grant sublicenses) under the
Licensed IP Rights. The license grant under the Licensed IP Rights (other than the NanoScreen
Patent Rights) is subject to the licenses previously and expressly granted by UABRF to DSI pursuant
to the UABRF/DSI License Agreements regarding the UABRF/DSI Technology only to the extent necessary
for DSI to exercise its license rights under the
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UABRF/DSI Technology granted thereunder. The license grant under the NanoScreen Patent Rights is
not subject to any previously granted licenses other than those certain rights which may have been
granted to DSI to the extent necessary for DSI to perform its research obligations pursuant to the
SBIR Grants. To the extent any of the rights, title and interest in and to the Licensed IP Rights
can be neither assigned nor licensed by UABRF to Fluidigm without (a) the consent of, or (b)
breach by UABRF of any agreement with, any Third Party, UABRF hereby irrevocably waives and agrees
never to assert such non-assignable and non-licensable rights, title and interest against Fluidigm
or any of Fluidigm’s successors in interest to such non-assignable and non-licensable rights
during the term of this Agreement.
3.2 Sublicenses. Fluidigm shall not sublicense the Licensed IP Rights prior to the
first (1st) anniversary of the Effective Date except in connection with settlement of any action or
claim relating to the technology that is the subject of the Licensed IP Rights. Fluidigm shall give
UABRF prompt written notice of each sublicense under this Agreement. Each sublicense shall be
subject to the terms and conditions of this Agreement.
3.3 Availability of the Licensed IP Rights. UABRF shall provide Fluidigm with all
information available to UABRF regarding the Licensed IP Rights.
3.4 Reservation of Rights.
3.4.1 Research Use. UABRF hereby retains the right to, and this Agreement shall not
limit UABRF’s ability to, utilize the Licensed IP Rights for internal research, academic and
educational purposes at UAB, UAB Related Entities and academic institution collaborators of UAB,
for patient care at UAB and UAB Related Entities, and/or for the performance of services for
for-profit or not-for-profit institutions.
3.4.2 Obligations to U.S. Government. UABRF agrees that during the term of this
Agreement UABRF shall not use the Licensed IP Rights in any manner except for internal research,
academic and educational purposes at UAB, UAB Related Entities and academic institution
collaborators of UAB, for patient care at UAB and UAB Related Entities, and/or for the performance
of services for for-profit or not-for-profit institutions as provided in Section 3.4.1 above and as
may be necessary or appropriate to fulfill the obligations of UABRF or UAB under the National
Institutes of Health (“NIH”) grant used to fund the research resulting in the development of
certain portion of the Licensed IP Rights. In determining the actions required under such grant,
UABRF shall consult with Fluidigm and keep Fluidigm informed, but UABRF shall have the ultimate
right to determine the necessary and appropriate actions relative thereto. UABRF’s rights to the
Licensed IP Rights for use in fulfilling UAB’s obligations under
the NIH grant shall only relate to
those portions of the Licensed IP Rights funded by such NIH grant.
3.5 Non-Assertion Covenant. To the extent the research activities of DSI
conducted in accordance with the SBIR Grants infringe the rights granted to Fluidigm under this
Section 3, Fluidigm agrees not to assert such rights against DSI. Fluidigm agrees not to assert
against DSI such rights only to the extent expressly stated herein. No license or other right by
Fluidigm in favor of DSI shall be created hereunder by implication, estoppel or otherwise.
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4. LICENSE ISSUE FEE
Within thirty (30) days after the Effective Date Fluidigm shall (a) pay UABRF the sum in cash
of [***] and (b) issue to UABRF such number of Fluidigm Series C
Preferred Stock as provided in Section 2.3 of the Master Closing Agreement.
5. RESEARCH AND DEVELOPMENT OBLIGATIONS
5.1 Research and Development Efforts. Fluidigm shall use commercially reasonable
efforts to research, develop and commercialize the Licensed IP Rights as Fluidigm determines
commercially feasible. Appendix 1 of the Sponsored Research Agreement sets forth the components of
Fluidigm’s Topaz System which Fluidigm plans to release commercially.
5.2 Records. Fluidigm shall maintain records, in sufficient detail and in good
scientific manner, which shall reflect all work done and results achieved in the performance of its
research and development regarding the Licensed IP Rights (including all data in the form required
under all applicable laws and regulations).
5.3 Reports. Within ninety (90) days following the end of each calendar year during
the term of this Agreement, Fluidigm shall prepare and deliver to UABRF a written summary report
which shall describe the research and development of the Licensed IP Rights during such year.
6. CONFIDENTIALITY
6.1 Confidential Information. During the term of this Agreement, and for a period of
five (5) years following the expiration or earlier termination hereof, each party shall maintain in
confidence all Confidential Information disclosed by the other party, and shall not use, disclose
or grant the use of the Confidential Information except on a need-to-know basis to those directors,
officers, employees, consultants, clinical investigators, contractors, (sub)licensees, distributors
or permitted assignees, to the extent such disclosure is reasonably necessary in connection with
such party’s activities as expressly authorized by this Agreement. To the extent that disclosure is
authorized by this Agreement, prior to disclosure, each party hereto shall obtain agreement of any
such person or entity to hold in confidence and not make use of the Confidential Information for
any purpose other than those permitted by this Agreement. Each party shall notify the other
promptly upon discovery of any unauthorized use or disclosure of the other party’s Confidential
Information.
6.2 Terms of this Agreement. Except as otherwise provided in Section 6.1 or 6.3,
neither party shall disclose any terms or conditions of this Agreement to any third party without
the prior consent of the other party. Notwithstanding the foregoing, prior to execution of this
Agreement, the parties have agreed upon the substance of information that can be used to describe
the terms of this transaction, and each party may disclose such information, as modified by mutual
agreement from time to time, without the other party’s consent.
6.3 Permitted Disclosures. The confidentiality obligations contained in this Section 6
shall not apply to the extent that the receiving party (the “Recipient”) is required (a) to
disclose information by law, order or regulation of a governmental agency or a court of
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competent jurisdiction, or (b) to disclose information to any governmental agency for purposes of
obtaining approval to test or market a product, provided in either case that the Recipient shall
provide written notice thereof to the other party and sufficient opportunity to object to any such
disclosure or to request confidential treatment thereof.
7. PATENTS
7.1 Prosecution and Maintenance. Fluidigm shall be responsible for and shall
control, at its sole cost, the preparation, filing, prosecution, defense (including without
limitation prosecution, defense and settlement of any interference or opposition) and maintenance
of the Licensed Patent Rights. Fluidigm shall give UABRF an opportunity to review and comment on
the text of each patent application within the Licensed Patent Rights before filing, and shall
provide UABRF with a copy of such patent application as filed, together with notice of its filing
date and serial number. UABRF shall cooperate with Fluidigm, execute all lawful papers and
instruments and make all rightful oaths and declarations as may be necessary in the preparation,
prosecution and maintenance of the Licensed Patent Rights.
Enforcement.
7.2.1 Each party shall notify the other party of any infringement known to such party of any
Licensed Patent Rights and shall provide the other party with the available evidence, if any, of
such infringement.
7.2.2 Fluidigm, at its sole expense, shall have the right to determine the appropriate course
of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereof, to
take (or refrain from taking) appropriate action to enforce the Licensed Patent Rights, to control
any litigation or other enforcement action and to enter into, or permit, the settlement of any such
litigation or other enforcement action with respect to the Licensed Patent Rights, and shall
consider, in good faith, the interests of UABRF in so doing. UABRF shall cooperate with Fluidigm in
the execution of any action to enforce the Licensed Patent Rights. Fluidigm shall retain all monies
recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent
Rights.
8. TERMINATION
8.1 Expiration. Subject to the provisions of Section 8.2 below, this Agreement
shall expire on the expiration of the last to expire of the Licensed Patent Rights. Upon
expiration of this Agreement under this Section 8.1, Fluidigm shall have a paid-up,
exclusive, worldwide license under the Licensed Know-How Rights.
8.2 Termination by Fluidigm. Fluidigm may terminate this Agreement, in its sole
discretion, upon thirty (30) days prior written notice to UABRF. Upon termination of this Agreement
by Fluidigm under this Section 8.2, Fluidigm shall have a paid-up, non-exclusive, worldwide license
under the Licensed Know-How Rights.
Effect of Expiration or Termination. Expiration or termination of this Agreement
shall not relieve the parties of any obligation accruing prior to such expiration or termination,
and the provisions of Sections 6, 7 and 9 shall survive the expiration or termination
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of this Agreement. Except as the parties otherwise agree in writing, termination of this
Agreement shall not affect the Master Closing Agreement.
9. INDEMNIFICATION
9.1 Indemnification. Fluidigm shall defend, indemnify and hold the UABRF harmless from
all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs)
resulting from any claims, demands, actions and other proceedings by any Third Party to the extent
resulting from Fluidigm’s use of the Licensed IP Rights under this Agreement.
9.2 Procedure. UABRF promptly shall notify Fluidigm of any claim, demand, action or
other proceeding for which UABRF intends to claim indemnification. Fluidigm shall have the right to
participate in, and to the extent Fluidigm so desires jointly with any other indemnitor similarly
noticed, to assume the defense thereof with counsel selected by Fluidigm; provided, however, that
UABRF shall have the right to retain its own counsel, with the fees and expenses to be paid by
UABRF, if representation of UABRF by the counsel retained by Fluidigm would be inappropriate due to
actual or potential differing interests between UABRF and any other party represented by such
counsel in such proceedings. The indemnity obligations under this Section 9 shall not apply to
amounts paid in settlement of any claim, demand, action or other proceeding if such settlement is
effected without the prior express written consent of Fluidigm, which consent shall not be
unreasonably withheld or delayed. The failure to deliver notice to Fluidigm within a reasonable
time after notice of any such claim or demand, or the commencement of any such action or other
proceeding, if prejudicial to its ability to defend such claim, demand, action or other proceeding,
shall relieve such Indemnitor of any liability to UABRF under this Section 9 with respect thereto,
but the omission so to deliver notice to Fluidigm shall not relieve it of any liability that it may
have to UABRF other than under this Section 9. Fluidigm may not settle or otherwise consent to an
adverse judgment in any such claim, demand, action or other proceeding, that diminishes the rights
or interests of UABRF without the prior express written consent of UABRF, which consent shall not
be unreasonably withheld or delayed. UABRF, its employees and agents, shall reasonably cooperate
with Fluidigm and its legal representatives in the investigation of any claim, demand, action or
other proceeding covered by this Section 9.
9.3 Insurance. Fluidigm shall maintain insurance with respect to the research,
development and commercialization of products by Fluidigm pursuant to this Agreement in such
amount as Fluidigm customarily maintains with respect to the research, development and
commercialization of its similar products. Fluidigm shall maintain such insurance for so long as
it continues to research, develop or commercialize any products pursuant to this Agreement, and
thereafter for so long as Fluidigm customarily maintains insurance covering the research,
development or commercialization of its similar products.
10. MISCELLANEOUS
10.1 Notices. Any consent, notice or report required or permitted to be given or
made under this Agreement by one of the parties to the other shall be in writing and addressed to
such other party at its address indicated below, or to such other address as the addressee shall
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have last furnished in writing to the addressor, and shall be effective upon receipt by the
addressee.
| If to UABRF: | UAB Research Foundation | |||
| 1120G Administration Building | ||||
| 000 00xx Xxxxxx | ||||
| Xxxxxxxxxx, Xxxxxxx 00000 | ||||
| Attention: Director | ||||
| If to Fluidigm: | Fluidigm Corporation | |||
| 0000 Xxxxxxxxx Xxxxx | ||||
| Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 | ||||
| Attention: President | ||||
| with a copy to: | Fluidigm Corporation | |||
| 0000 Xxxxxxxxx Xxxxx | ||||
| Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 | ||||
| Attention: General Counsel |
10.2 Assignment. Except as otherwise expressly provided under this Agreement neither
this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred
(whether voluntarily, by operation of law or otherwise), without the prior express written consent
of the other party; provided, however, that either party may, without such consent, assign this
Agreement and its rights and obligations hereunder in connection with the transfer or sale of all
or substantially all of its business, or in the event of its merger, consolidation, change in
control or similar transaction. Any permitted assignee shall assume all obligations of its assignor
under this Agreement. Any purported assignment or transfer in violation of this Section 10.2 shall
be void.
10.3 Applicable Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Alabama, without regard to the conflicts of law principles thereof.
10.4 Entire Agreement. This Agreement and the Master Closing Agreement (together with
the Ancillary Agreements, as defined in the Master Closing Agreement) contain the entire
understanding of the parties with respect to the subject matter hereof. All express or implied
representations, agreements and understandings, either oral or written, heretofore made are
expressly superseded by this Agreement and the Master Closing Agreement. To the extent that any
provision of this Agreement conflicts with any provision of the Sponsored Research Agreement
between the parties of even date hereof (“Sponsored Research Agreement”), the applicable provision
of this Agreement shall control and supersede the applicable provision of the Sponsored Research
Agreement.
10.5 Independent Contractors. Each party hereby acknowledges that the parties shall be
independent contractors and that the relationship between the parties shall not constitute a
partnership, joint venture or agency. Neither party shall have the authority to make any
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statements, representations or commitments of any kind, or to take any action, which shall be
binding on the other party, without the prior consent of the other party to do so.
10.6 Waiver. The waiver by a party of any right hereunder, or of any failure to
perform or breach by the other party hereunder, shall not be deemed a waiver of any other right
hereunder or of any other breach or failure by the other party hereunder whether of a similar
nature or otherwise.
10.7 Force Majeure. Neither party shall be held liable or responsible to the other
party nor be deemed to have defaulted under or breached this Agreement for failure or delay in
fulfilling or performing any term of this Agreement to the extent, and for so long as, such failure
or delay is caused by or results from causes beyond the reasonable control of the affected party
including but not limited to fire, floods, embargoes, war, acts of war (whether war be declared or
not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts
of God or acts, omissions or delays in acting by any governmental authority or the other party.
10.8 Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
| UAB RESEARCH FOUNDATION | ||||||
| By | /s/ (ILLEGIBLE)
|
|||||
| Title | Director | |||||
| FLUIDIGM CORPORATION | ||||||
| By | /s/ Xxxxx Xxxxxxxxxxx
|
|||||
| Title | President & CEO | |||||
Acknowledged and agreed to |
||
this March 7, 2003. |
||
/s/ Xx. Xxxxx XxXxxxx
|
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EXHIBIT A
UABRF/DSI TECHNOLOGY
[***]
- 11 -
EXHIBIT B
PATENT RIGHTS
| 1. | [***] |
| 2. | [***] |
| 3. | [***] |
- 12 -
| 4. | [***] |
| 5. | [***] |
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EXHIBIT C
OCULUS AGREEMENT TECHNOLOGY
| 1. | [***] |
| 2. | [***] |
| 3. | Copies of all documentation describing the foregoing, in particular, drawings, operations manuals. |
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