License Agreement Made as of the 23 day of June 2003 (the “Effective Date”)
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Made
as
of the 23 day of June 2003 (the “Effective
Date”)
By
and
between Maimonides Innovative Technologies Ltd. (“Maimonides”),
of
the first part, and Rosetta Genomics Ltd (“Rosetta”),
of the
second part.
Whereas
Maimonides declares that it is the sole owner of a multi-lingual text generation
software technology, patented under US patent no. 6,289,513B1 (the“Licensed
Technology”);
and
Whereas
Rosetta
desires to obtain a paid-up, exclusive, irrevocable, world wide license from
Maimonides to use the Licensed Technology for generation and/or translation
of
genomic patent-applications, and Maimonides is willing to ▇▇▇▇▇ ▇▇▇▇▇▇▇ such
license, all subject to the terms and conditions set forth in this
Agreement.
NOW
THEREFORE it is agreed as follows:
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1.
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Maimonides
hereby grants Rosetta, with a paid-up, exclusive, irrevocable, worldwide
license to use the Licensed Technology, for generation and/or translation
of patents patent-applications of other related documents in the
genomic
field (the “License”)
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2.
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Rosetta
shall be entitled to use, in the scope of the License free of any
additional charge, any upgrades to the License
Technology.
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3.
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The
term of the License granted hereunder is for a period is for 20 Years
from
the Effective Date
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4.
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In
consideration for the License Rosetta will pay Mimoinides a aggregate
consideration of up to $100,000 under the following
conditions:
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4.1
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An
amount of $10,000 will be paid by Rosetta within 30 days following
signature of the Agreement.
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4.2
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An
amount $10,000 will be paid within a period of 30 days following
the date
in which Rosetta will close an investment transaction, pursuant to
which
Rosetta will raise aggregate investments of at least
$2,000,000.
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4.3
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An
additional amount of $up to 80,000 will be paid as quarterly royalties
equal to 5% of the net revenues of the Rosetta from sales and licenses
of
its products in each respective calendar quarter (the “Royalties) The
Royalties due for each calendar quarter in which Rosetta accumulated
net
revenues will be paid within 30 days of the end of such calendar
quarter .
Rosetta will not be obligated any Royalties once it had completed
payment
of aggregate royalties of $80,000.
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5.
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Rosetta
recognizes and acknowledges that the Licensed Technology solely belongs
to
Maimonides, which subject to the provisions of the License granted
hereunder is and shall remain its sole
owner.
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6.
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Maimonides
agrees and acknowledges that Rosetta is the owner of and shall own
any and
all intellectual property, works or documents created, or developed
by
Rosetta with use of the Licensed Technology under the terms of this
Agreement
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7.
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Maimonides
hereby agrees and acknowledges that the License granted hereunder
will
also cover any use previously made by Rosetta prior to the Effective
Date,
with respect to generation of genomic patent applications, and waives
any
right to receive any consideration for such
use.
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8.
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Each
party shall keep the content of this Agreement and any information
regarding the other party’s technology, business and operations party
secret, and ____ protect and preserve the confidential nature and
secrecy
of such information for the duration of this Agreement and for ten
(10)
years after its termination or
expiry.
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9.
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This
Agreement shall be governed by the laws of the state of Israel, and
the
competent courts in Tel Aviv shall have sole jurisdiction in any
dispute
relating to this Agreement.
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10.
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This
Agreement constitutes the entire understanding of the parties and
supersedes all oral or written representations or agreements, privileges
or understandings between the
parties.
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In
witness whereof the parties have set their signatures
hereunto:
| /s/ Illegible | /s/ Illegible | ||
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Maimonides
des Innovative Technologies Ltd.
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Addendum
to
Made
as
of the 3rd
day of
July 2003(the “Effective
Date”)
By
and
between Maimonides Innovative Technologies Ltd. (“Maimonides”),
of
the first part, and Rosetta Genomics Ltd. (“Rosetta”),
of
the second part;
Whereas
the
parties have previously entered into a License Agreement, dated June 23, 2003
(the “Agreement” ), pursuant to which Rosetta has licensed the Licensed
Technology (as defined in the Agreement ) from Maimonides under the terms set
forth in the Agreement, and -
Whereas
the
parties wish to include additional conditions to the terms of the Agreement,
all
as set forth in this Addendum, which will form an internal part of the
Agreement;
NOW
THRERFORE it is agreed as follows:
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1.
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Any
capitalized terms used in this Addendum ( including its preamble)
and not
defined herein shall have the meaning assigned to such terms in the
Agreement.
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2.
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It
is recorded and agreed that:
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2.1
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Maimonides
will deposit, within 7 days of signature of this Addendum, a copy
of the
source code of the Licensed Technology at Rosetta (i.e. the software
of
the Licensed Technology in its original human-readable form and language,
the “Source
Code”).
Rosetta will hold the Source Code in safe place during the term of
the
License, in order to ensure Rosetta’s capability to utilize the Licensed
Technology under the terms of the License. The Source Code will be
immediately returned to Maimonides upon expiration of the term of
the
License.
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2.2
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Maimonides
shall from time to time deliver to Rosetta any updates/or upgrades,
which
may be developed by Maimonides with respect to the Licensed Technology,
within fourteen (14) days from the date of completion of their development
(such delivery will include an amended Source Code including such
updates
and/or upgrades). Rosetta shall be entitled to use such updates and/or
upgrades in the scope of the License, free of any additional
charge.
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3.
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This
Addendum shall form an integral part of the
Agreement.
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In
witness whereof the parties have set their signatures
hereunto: