[EXHIBIT 10.45- 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
ASAHI GLASS CO., LTD.
This License Agreement ("Agreement") effective as of
May 11, 2006 by and between RESEARCH FRONTIERS
INCORPORATED, a Delaware corporation ("LICENSOR") and
ASAHI GLASS CO., LTD., a Japanese 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 first set
forth above 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 only a Light Valve Transportation
Vehicle 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, but not limited to, Light
Valve Architectural Window Products, window products for
vehicles not specifically included in the definition of Light
Valve Transportation Vehicle Window Product, 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 Transportation Vehicle
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 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.
"Light Valve Transportation Vehicle Window Product" means a
Light Valve used or intended for use as a window (including
sunroofs, windshields, and side and rear window panes which
are an integral part of the internal or external structure)
integrally incorporated in a transportation vehicle of a type not
primarily designed or primarily intended for military use. The
term "Light Valve Transportation Vehicle Window Product"
shall not include a Light Valve used or intended for use as a
sunvisor, but may include Light Valves which are used or
intended for use in a non-military transportation vehicle as, or as
part of, or are laminated to, or the surface area of which is
primarily attached to, a window, sunroof or windshield. The
term "transportation vehicle" shall mean passenger cars,
recreational vehicles, trucks, boats, mobile cranes, and trains,
but shall not include other types of vehicles such as aircraft,
space craft and space-stations.
The "Net Selling Price" of Licensed Products on which royalties
are payable shall be the genuine selling price of LICENSEE and
its sublicensees hereunder f.o.b. factory at which nonaffiliated
customers are billed in the usual course of business for Licensed
Products, as packed for shipment to the customer, 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 Licensed Products to
the customer's premises or place of installation or delivery; (iv)
the cost to LICENSEE or its sublicensees hereunder of any part
or component included in Licensed Products which is purchased
directly from LICENSOR; (v) insurance costs and the costs of
packing material, boxes, cartons and crates required for
shipping; provided, however, that the Net Selling Price of a
Licensed Product may not be less than 90% of the gross selling
price of said Licensed Product after all deductions therefrom
excluding materials purchased by LICENSEE from LICENSOR
pursuant to subsection (iv) hereof, if any. If a Licensed Product
is leased, sold, used or to 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. If a Licensed Product
is sold in combination with other products or as a part or
component of another product and a single selling price is billed
for such combination product, the Net Selling Price for the
computation of royalties payable hereunder on such Licensed
Product shall be equal to the product of the single selling price
for such combination product (reduced as may be permitted by
subsections (i-v) above) times the actual cost of manufacturing
such Licensed Product divided by the actual cost of
manufacturing such combination product.
"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.
2.2 No Other Rights. LICENSEE acknowledges 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 may grant non-exclusive
sublicenses to any of its affiliates at least 80% of the ownership
of which is held directly or indirectly by LICENSEE, the
obligations of which affiliates to LICENSOR hereunder
LICENSEE hereby guarantees, provided that each such affiliate
acknowledges to LICENSOR in writing 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) 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. LICENSOR may terminate any such sublicense if there
is any change in the ownership or control of a sublicensee that
does not meet the requirements of this section.
3 ROYALTY PAYMENTS, REPORTS AND RECORD-KEEPING.
3.1 Royalties and Reports on Net Sales. During the term of
this Agreement, LICENSEE shall pay LICENSOR an earned
royalty which shall 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 quarterly basis and made within 30 days after the
end of the calendar quarter 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. LICENSEE shall also furnish to
LICENSOR at the same time it becomes available to any third
party a copy of each brochure, 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 its 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 shall 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 unless this Agreement is theretofore terminated:
Period Minimum Royalty
[Confidential Information Omitted and filed separately with the
Securities and Exchange Commission]
3.3 Time and Method of Payment. The initial payment
under Section 3.2 and the minimum royalty payment for 2006
shall be paid to LICENSOR within 30 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, 2007. 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 made to LICENSOR under this Agreement 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. An independent certified public accounting firm (selected
by LICENSOR from the largest ten certified public accounting
firms in the United States of America or Japan) 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, disclosing to LICENSOR and to LICENSEE only
whether there is a breach or discrepancy and, if so, the amount
of the discrepancy and the details of any breach. 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 material 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 shall pay
LICENSOR all additional monies that are disclosed by the audit
to be due and owing to LICENSOR within thirty (30) days of the
receipt of the report, and LICENSOR shall, at its option, either
pay LICENSEE any monies that are disclosed by the audit to
have been over paid within thirty (30) days of the receipt of this
report, or credit such amount towards future royalty or other
payments due by LICENSEE to LICENSOR.
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 shall 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.
4.3 Laws and Regulations. LICENSEE 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, to the extent that such
English translations are readily available, 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
shall (i) use all Components only in strict accordance with the
provisions of this Agreement, and not 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)
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. Except for any breach of the
terms of this Agreement, in no event shall either party to this
Agreement be liable to the other (other than for the
indemnification for third party claims pursuant to Section 6.2
hereof) 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 will only incorporate
Components received from authorized suppliers into Licensed
Products and for no other purpose and will not directly or
indirectly attempt to reverse-engineer any material provided to it
hereunder by LICENSEE or any supplier of any Component;
provided, however, that LICENSEE may conduct its own
analyses in the ordinary course of its business for such matters
as testing for impurities in its own products.
4.7 Personnel. LICENSEE shall 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 will promote
Licensed Products in any manner that LICENSEE reasonably
believes will benefit LICENSEE's activities in the relevant
market.
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 Upon
request, LICENSEE shall provide LICENSOR of evidence of
such insurance. LICENSEE may fulfill its obligation under this
Section 6.1 as part of a general company-wide program of self-
insurance.
6.2 Indemnification. Notwithstanding anything contained
in Section 4.5 to the contrary, LICENSEE, and its affiliates,
successors and assigns and sublicensees (each, an "Indemnifying
Party"), shall each hereby indemnify and 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 sublicensees'
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, may 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 may 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 party shall
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 the subject matter of this Agreement 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 that pertain to
Light Valves and Light Valve Transportation Vehicle Window
Products or methods of controlling Light Valves. 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 may 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 shall 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 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 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 $750 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
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 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 as
otherwise provided below or upon the expiration of the last 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, 2016 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 at
least 60 days prior to the effective date for which such
termination is to be effective.
10.3 Termination by LICENSOR. LICENSOR may
terminate this Agreement at any time effective as of December
31, 2016 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, and
provided further that if LICENSOR gives LICENSEE a notice
of termination pursuant to the first sentence of this Section 10.3
and the effective termination date of such notice would be prior
to the expiration of a binding contractual obligation of
LICENSEE to supply Licensed Products to a customer of
LICENSEE which contract is in effect at the time LICENSOR's
termination notice is given, then the LICENSEE may, by
providing LICENSOR within 10 business days with a copy of
the relevant portion of such contract, extend the effective date of
LICENSOR's termination to December 31st of the calendar year
in which the aforesaid contractual obligation of LICENSEE to
its customer expires, but in no event shall the foregoing
extension imply any extension of time beyond the time period
specified in Section 10.1 above. 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, 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) 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, 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
shall upon written notice by LICENSOR at any time hereafter
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, 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 confidential
information, as described below, 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. 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. 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 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 may provide materials to, and 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 it and
this Agreement is a valid and binding obligation enforceable
against it 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 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: ASAHI GLASS CO., LTD.
0-00-0 Xxxxxxxxx,Xxxxxxx-xx
Xxxxx 000-0000, XXXXX
Facsimile:
Telephone: x00-(0)0-0000-0000
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. If 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: May 11, 2006
ASAHI GLASS CO., LTD.
By: /s/ Kazuya Oba
Kazuya Oba, General Manager
Date: May 9, 2006
Schedule A
(As of May 11, 2006)
LIST OF UNITED STATES, INTERNATIONAL AND
FOREIGN PATENTS AND PATENT APPLICATIONS
Date Expiration
Patents in the United States Issued Date
4,772,103 Xxxxxx X. Xxxx
"Light Valve Containing an Improved
Suspension, and Liquids Therefor" 9/20/88 8/8/06
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
5,130,057 Xxxxxx X. Xxxx
"Light Polarizing Materials and
Suspensions Thereof" 7/14/92 10/31/06
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]
