EXHIBIT 10.1
LICENSE AGREEMENT
Between
SANDIA CORPORATION
and
NOVINT Technologies, Inc.
License Number; OO-C00842
License Agreement; page 1
LICENSE AGREEMENT
Effective on the date of last signature hereto, Sandia Corporation (hereinafter
"SANDIA"), a corporation whose principal place of business is located in
Albuquerque, New Mexico, and NOVINT Technologies, Inc. (hereinafter "NOVINT"), a
corporation whose principal place of business is located in Albuquerque, NM,
agree as follows:
1. Background
1.1. Whereas, SANDIA manages and operates a federally-owned facility
known as Sandia National Laboratories for the United States
Department of Energy (hereinafter "DOE") under contract
DE-ACO4-94AL85000.
1.2. Whereas, SANDIA has developed and acquired, and may further develop
and acquire, SANDIA SOFTWARE (as defined herein) and SANDIA PATENTS
(as defined herein), and SANDIA is, and may further become, the
assignee of SANDIA PATENTS.
1.3. Whereas, SANDIA desires to license SANDIA PATENTS and SANDIA
SOFTWARE in support of technology transfer to United States
industries to enhance the competitiveness of the United States.
1.4. Whereas, the United States Government is neither a party to nor
assumes any liability for activities of SANDIA in connection with
this License Agreement.
1.5. Whereas, SANDIA has either been granted or will request a waiver of
title from DOE for SANDIA PATENTS and permission to assert copyright
for SANDIA SOFTWARE. Under the terms of the waiver and the
assertion, the United States Government reserves a nonexclusive
license in SANDIA PATENTS and SANDIA SOFTWARE for use by or on
behalf of the United States Government.
1.6. Whereas, NOVINT desires to obtain from SANDIA, and SANDIA is willing
to make available to NOVINT, a license to SANDIA PATENTS and SANDIA
SOFTWARE, in accordance with the terms and conditions set forth
herein, including the payment of moneys.
NOW, THEREFORE, in consideration of the agreement between SANDIA
and NOVINT, and in consideration of the faithful performance of this
License Agreement, it is hereby agreed as follows;
2. Definitions
2.1. Terms in this License Agreement which are set forth in uppercase
letters have the meanings established herein.
2.2. SANDIA and NOVINT may each be referred to as a PARTY or,
collectively, as PARTIES to this License Agreement.
2.3. SANDIA PATENTS shall mean the disclosures, patent applications, and
U.S. Patents identified in Exhibit A, and any additional
disclosures, patent applications, and U.S. patents not identified in
Exhibit A to the extent they claim rights to inventions conceived
before the effective date of this License Agreement and are required
to exercise the rights granted herein to SANDIA SOFTWARE.
2.4. SANDIA SOFTWARE shall mean the Sandia-developed computer programs
described in EXHIBIT B and all technical information and data
relating thereto which has been or may be developed, made or
acquired by Sandia prior to the effective date of this License
Agreement. However, the term SANDIA SOFTWARE shall not include
technical information or data acquired from third parties which are
subject to nondisclosure restrictions, thereby preventing disclosure
hereunder or requiring accounting to such third parties.
2.5. SANDIA PARTNERS shall mean third parties that have a formal
relationship with Sandia, and that do at least one of: fund SANDIA
to perform research, development, or testing; fund others to perform
research,
License Agreement; page 2
development, or testing in cooperation with SANDIA; perform
internally research, development, or testing in cooperation with
SANDIA; are funded by SANDIA to perform research, development, or
testing in cooperation with SANDIA. SANDIA PARTNERS includes but is
not limited to CRADA partners, WFO and FIA sponsors, and University
researchers funded by SANDIA.
2.6. NOVINT SOFTWARE shall mean software developed by or for NOVINT that
is derived from, includes, or relies on SANDIA SOFTWARE or
derivative works thereof, or uses or relies on SANDIA PATENTS
RIGHTS.
2.7. NOVINT INTERFACE SOFTWARE shall mean NOVINT SOFTWARE that has as its
primary purpose the human-computer interface.
2.8. NOVINT APPLICATION SOFTWARE shall mean NOVINT SOFTWARE that has as
its primary purpose an application other than the human-computer
interface.
2.9. APPROVED PRODUCT shall mean any goods or services that Sandia has
approved for marking with the Flight(TM) trademark.
2.10. SANDIA DERIVATIVE SOFTWARE shall mean derivative works of NOVINT
INTERFACE SOFTWARE prepared by or on behalf of SANDIA, and software
prepared by or on behalf of SANDIA that includes NOVINT INTERFACE
SOFTWARE.
2.11. NOVINT EXCLUSIVE FOU shall mean human-computer interfaces, where a
human-computer interface includes any software interface between a
person and a computer, including but not limited to any interface to
a computer network of a networked database or any computer operating
system or any of its applications. Interfaces between a human and a
mechanical device or system, where the mechanical device or system
has a primary purpose other than control of a computer, even if a
computer is intermediate, are not in the NOVINT EXCLUSIVE FOU.
2.12. TRANSACTION shall mean any arrangement by which NOVINT does any of
the following: (1) grants rights to any of (a) SANDIA PATENTS, (b)
SANDIA SOFTWARE, (c) NOVINT SOFTWARE, and (d) any rights or products
obtained by NOVINT in exchange for rights granted herein; (2) sells
or leases products or services incorporating or affecting any of (a)
SANDIA PATENTS, (b) SANDIA SOFTWARE, (c) NOVINT SOFTWARE, and (d)
any rights or products obtained by NOVINT in exchange for rights
granted herein; and (3) prepares NOVINT SOFTWARE, or sublicenses
others to do so.
2.13. REVENUES shall mean any form of consideration (to include cash and
equity) for a TRANSACTION minus shipping and returns.
2.14. GOVERNMENT means the government of the United States of America and
agencies thereof.
2.15. END USERS shall mean parties who have rights to use but not
distribute software.
3. License
3.1. NOVINT Rights
3.2. Subject to the terms and conditions of this License Agreement and to
the extent of its rights, Sandia hereby grants NOVINT a worldwide,
nontransferable, royalty-bearing, license to
3.2.1. use SANDIA SOFTWARE and NOVINT SOFTWARE internally;
3.2.2. reproduce SANDIA SOFTWARE and NOVINT SOFTWARE;
3.2.3. prepare software that includes, is derived from, or relies on
SANDIA SOFTWARE or derivative works thereof, or uses or
relies on SANDIA PATENTS;
3.2.4. distribute NOVINT SOFTWARE to END USERS;
3.2.5. perform and display publicly SANDIA SOFTWARE and NOVINT
SOFTWARE;
3.2.6. xxxx APPROVED PRODUCT with the Flight(TM) trademark;
3.2.7. make, use, and sell inventions claimed in SANDIA PATENTS;
3.2.8. extend to distributors the right and license to distribute
NOVINT SOFTWARE to end-users, provided that each such
distributor licensed by extension (hereinafter "LICENSED
DISTRIBUTOR") agrees to be bound by all of the terms and
conditions of this License Agreement, except the payment of
royalties, to the same extent as NOVINT. LICENSED
DISTRIBUTORS' obligations to pay royalties to SANDIA shall be
as expressly provided for in this License Agreement. Upon
such extension to a LICENSED DISTRIBUTOR, NOVINT shall be
deemed to include any and all LICENSED DISTRIBUTORS. For the
purposes of this License Agreement, the operations of such
LICENSE
License Agreement; page 3
DISTRIBUTOR shall be deemed to be the operations of NOVINT
who shall be jointly and severally responsible therefor.
3.2.9. extend to third parties any of the rights and licenses
granted herein to NOVINT, including the right to further
extend the rights and licenses to other third parties,
provided that each such third party licensed by extension
(hereinafter "LICENSED DEVELOPER") agrees to be bound by all
of the terms and conditions of this License Agreement, except
the payment of royalties, to the same extent as NOVINT. If
NOVINT does not spend at least $400,000 in development of
NOVINT SOFTWARE within one year from the receipt by NOVINT of
outside capital investment of at least $1,000,000 then
LICENSED DEVELOPERS shall be obligated to pay royalties to
SANDIA on the same terms and rates as NOVINT. Otherwise,
LICENSED DEVELOPER'S obligations to pay royalties to SANDIA
shall be as expressly provided for in this License Agreement.
Upon such extension to a LICENSED DEVELOPER, N0VINT shall be
deemed to include any and all LICENSED DEVELOPERS. For the
purposes of this License Agreement, the operations of such
LICENSED DEVELOPERS shall be deemed to be the operations of
NOVINT who shall be jointly and severally responsible
therefor.
3.3. The rights granted above are exclusive for 12 years from the
effective date of this agreement in the NOVINT EXCLUSIVE FCU, and
nonexclusive elsewhere and after the 12 years in the NOVINT
EXCLUSIVE FOU.
3.4. Express or implied rights and licenses outside the scope of Article
3.2 are expressly excluded.
3.5. SANDIA Rights
3.5.1. NOVINT agrees to accept reasonable projects from SANDIA for
developments within NOVINT INTERFACE SOFTWARE needed by
SANDIA. NOVINT will expedite the attainment of resources to
support SANDIA projects and provide development at the most
favored rate,
3.5.2. SANDIA retains the right to make derivative works of SANDIA
SOFTWARE, to use SANDIA SOFTWARE internally for any purpose,
to reproduce SANDIA SOFTWARE, and to perform and display
publicly executable applications of SANDIA SOFTWARE, and to
distribute SANDIA SOFTWARE tO SANDIA PARTNERS for their
internal use but not distribution. SANDIA further reserves
the right to make and use inventions covered by SANDIA
PATENTS internally for any purpose, on behalf of third
parties for any purpose, and to allow SANDIA PARTNERS to make
and use inventions covered by SANDIA PATENTS internally.
3.5.3. NOVINT grants to SANDIA the right to make and have made
derivative works of NOVINT INTERFACE SOFTWARE, to use NOVINT
INTERFACE SOFTWARE internally for any purpose including but
not limited to on behalf of SANDIA PARTNERS, to reproduce and
perform and display publicly executable applications of
NOVINT INTERFACE SOFTWARE. Upon request, NOVINT will supply
SANDIA with the source code and accompanying documentation
for the current version of NOVINT INTERFACE SOFTWARE within
30 days.
3.5.4. NOVINT grants to SANDIA the right to distribute SANDIA
DERIVATIVE SOFTWARE, without accounting, to SANDIA PARTNERS
for their internal use in the field of scientific
visualization. NOVINT agrees to grant licenses at no charge
as needed to NOVINT INTERFACE SOFTWARE to such SANDIA
PARTNERS for such use within 15 days of request by SANDIA.
3.5.5. NOVINT agrees to grant licenses to NOVINT INTERFACE SOFTWARE
for the internal use only of SANDIA PARTNERS; the first
year of such licenses to be at no charge.
3.5.6. NOVINT agrees to grant licenses to NOVINT INTERFACE SOFTWARE
for the internal use only of SANDIA PARTNERS for periods
beyond one year at NOVINT'S most favorable terms and
conditions (a fee at NOVINT'S most favorable rate will be
charged for training and support).
3.5.7. NOVINT will provide a reasonable amount of support and
training for SANDIA'S continued haptics efforts. Support and
training will include email support, phone support, and
on-site visits to train SANDIA employees on the use and
programming of NOVINT INTERFACE SOFTWARE, and on the use and
programming of haptics. The support will be provided at
NOVINT'S most favorable rate.
4. Duties of the PARTIES
License Agreement; page 4
4.1. Nondisclosure
4.1.1. NOVINT shall not disclose source code or technical information
about the SANDIA SOFTWARE Or information relating to SANDIA
SOFTWARE to any third party without prior written approval of
SANDIA. Such approval Will not be unreasonably withheld, and
will be deemed to be given if SANDIA does not respond within
30 days of receipt by SANDIA of request for such approval from
NOVINT. NOVINT shall limit access to SANDIA SOFTWARE and
information relating to SANDIA S0FrWARE to those employees,
contractors, and third panics who require access for the
enjoyments of the rights under this License Agreement, and who
are obliged to not thither disclose the SANDIA SOFTWARE or
information relating to SANDIA SOFTWARE.
4.1.2. The existence of this License Agreement may be disclosed for
business purposes to third parties, however, no PARTY shall
disclose the terms and conditions of this License Agreement
to any third party unless (a) necessary to enforce the
PARTY'S legal rights under this License Agreement, (b) to the
extent the terms and conditions of this License Agreement
condition an agreement with a third PARTY, or (c) as required
by law or regulation.
4.1.3. Duties relating to nondisclosure shall continue for five (5)
years after termination of this License Agreement, regardless
of the reason for termination.
4.2. NOVINT will meet all of the diligence provisions in Exhibit D.
4.3. SANDIA will notify NOVINT of any of SANDIA PATENTS that SANDIA does
not intend to file or prosecute. Such notification shall be given
before expiration of bar dates or prosecution deadlines known to
SANDIA, and in relation to initial filing, shall further be within
30 days of notice from NOVINT to SANDIA of NOVINT'S intention to
file such SANDIA PATENT. SANDIA will allow and reasonably cooperate
with NOVINT in the filing or prosecution, at NOVINT'S expense, of
such SANDIA PATENTS. SANDIA shall be the assignee of such patents,
and NOVINT'S rights thereto shall be according to this License
Agreement.
5. License Fees and Royalties
5.1. In consideration of SANDIA granting the rights and licenses under
this License Agreement, NOVINT agrees to pay SANDIA nonrefundable
license fees and royalties in accordance with the terms of this
license Agreement and in the amounts set forth in Exhibit C.
6. Statements, Reports, and Payments
6.1. For the purpose of computing royalties hereunder, NOVINT SOFTWARE
shall be considered conveyed by NOVINT, and royalties earned with
respect thereto, when billed or shipped, whichever occurs first, by
NOVINT.
6.2. NOVINT shall deliver to SANDIA by January 31 and July 31 of each
calendar year, while this License Agreement is in effect, a
statement reporting all TRANSACTIONS during the preceding semiannual
accounting period, beginning January 1 for the July 31 statement and
July 1 for the January 31 statement. The statement shall give all
information necessary for the determination of royalties payable
hereunder. NOVINT shall accompany each such statement with the
payment of all such royalties due SANDIA. If for any annual
accounting period no royalty payment shall be due, NOVINT shall
submit a written statement to SANDIA to that effect. All statements
shall be delivered to SANDIA at the address specified in this
License Agreement.
6.3. NOVINT shall maintain true and accurate records in such manner and
detail as to permit the verification of all royalties paid and all
royalties due under this License Agreement. Such records shall be
made available during ordinary business hours for inspection at
NOVINT'S ordinary place of business by authorized representatives of
SANDIA. NOVINT shall retain these records for five years after the
last annual statement is rendered to SANDIA.
6.4. Any taxes, assessments or charges assessed or imposed by an entity
or government, other than by the government of the United States of
America or by any state or local government in the United States of
America, that SANDIA or NOVINT shall be required to pay with respect
to fees or royalties under this License Agreement shall be borne by
NOVINT.
License Agreement; page 5
6.5. The rate of exchange to be used in calculating royalties payable by
NOVINT for an accounting period shall be the rate of exchange
published by the Wall Street Journal on the last business day of
such accounting period.
6.6. Without excusing prompt payment of fees or royalties due, any and
all fees or royalties left unpaid after becoming due as specified in
this License Agreement shall bear interest at the prime rate as
published in the Wall Street Journal on the date the payment of fees
or royalties becomes due, plus three (3) percentage points.
6.7. The DOE may require SANDIA tO report on the utilization or the
effect of using NOVINT SOFTWARE in the commercial marketplace. In
this regard, NOVINT agrees to reasonably cooperate with and assist
SANDIA in making all such reports.
7. Duration and Termination
7.1. Except as expressly stated otherwise, the rights and licenses
granted to NOVINT under this License Agreement are perpetual. The
obligation to pay royalties and fees under this License Agreement
shall continue until 20 years from the effective date of this
License Agreement
7.2. SANDIA may terminate or reduce the rights and licenses granted
Novn4T under this License Agreement at its sole discretion if
NOVIP4T, at any time;
7.2.1. defaults in the payment of any license fee or royalty due to
SANDIA;
7.2.2. commits any material breach of this License Agreement, and
fails to remedy or cure the breach within sixty days after
SANDIA gives written notice to NOVINT thereof;
7.2.3. fails to meet the diligence provisions in Exhibit 0;
7,2.4. makes any false statement relating to SANDIA or this License
Agreement
7.3. Sandia may terminate or reduce the rights and licenses granted under
this License Agreement at its sole discretion by giving written
notice to NOVINT in the event that NOVINT experiences any of the
following events: dissolution, insolvency, filing of a voluntary
petition in bankruptcy (other than reorganization under Chapter 11),
adjudication as a bankrupt pursuant to an involuntary petition,
appointment by a court of a temporary or permanent receiver, trustee
or custodian for its business, or an assignment for the benefit of
creditors. This termination will become effective immediately upon
SANDIA giving written notice to NOVINT.
7.4. If NOVINT'S rights are terminated under 7.2 or 7.3, then the rights
of LICENSED DISTRIBUTORS and LICENSED DISTRIBUTORS shall continue,
provided that such LICENSED DEVELOPERS and LICENSED DISTRIBUTORS
shall pay to SANDIA all fees, royalties, or other consideration that
would otherwise have been due to NOVINT.
8. Warranty, Liability, and Indemnification
8.1. EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED HEREIN, ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
ARE EXCLUDED HEREUNDER.
8.2. SANDIA warrants that it has the right to grant the rights and
licenses in this License Agreement.
8.3. SANDIA makes no warranty, express or implied, as to the accuracy,
validity, or utility of SANDIA PATENTS. SANDIA further makes no
warranty, express or implied, that the use of SANDIA PATENTS will
not infringe any United States or foreign patent or copyright.
SANDIA PATENTS are made available to NOVINT on an "AS-IS" basis.
8.4. Neither SANDIA nor the GOVERNMENT, nor their agents, officers and
employees shall be liable for any loss, damage (including,
incidental, consequential and special), injury or other casualty of
whatsoever kind, or by whomsoever caused, to the person or property
of anyone, including NOVINT, its successors. and assigns, arising
out of or resulting from the licenses granted to NOVINT herein, or
the accuracy and validity of SANDIA PATENTS and SANDIA SOFTWARE and
the Flight(TM) trademark. NOVINT agrees for
License Agreement; page 6
PROPRIETARY
itself, its successors and assigns, to defend SANDIA and to
indemnify and hold SANDIA and the GOvERI'4MENT harmless from and
against all claims, demands, liabilities, suits or actions
(including all reasonable expenses and attorney's fees incurred by
or imposed on SANDIA or the GOVERNMENT in connection therewith) for
such loss, damage (including incidental, consequential and special),
injury or other casualty. NOVINT agrees to impose such
indemnification and hold harmless obligation on its LICENSED
DEVELOPERS and LICENSED DISTRIBUTORS.
8.5 NOVINT shall promptly bring to SANDIA'S attention any information of
which NOVINT is aware relating to infringement of SANDIA PATENTS and
SANDIA SOFTWARE and the Flight(TM) trademark.
9. General Provisions
9.1. NOVINT shall not, without the express written consent of SANDIA,
make any verbal or written statements or perform any act indicating
that SANDIA endorses or approves, or has endorsed or approved, any
NOVINT SOFTWARE. NOVINT shall not, without the express written
consent of SANDIA, associate or in any way connect any name or
trademark of SANDIA, including "Sandia", "Sandia Corporation",
"Sandia National Laboratories", and the Sandia Thunderbird Logo,
with any NOVINT SOFTWARE, NOVINT may, however, indicate that NOVINT
SOFTWARE is licensed under rights and licenses granted by SANDIA.
9.2. Any notice with respect to this License Agreement shall be deemed to
be given on the date when sent by facsimile transmission with
receipt of confirmation or when mailed by registered mail, return
receipt requested, addressed to the PARTY to be notified, at its
address set forth below.
9.2.1. Statements and Notices to SANDIA:
Sandia National Laboratories
Attention: Licensing Agreements Administrator, Org. 4331
REF: License #00-C00842
X.X.Xxx 0000
Xxxxxxxx 0000
Xxxxxxxxxxx, XX 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
9.2.2. Payments to SANDIA:
Sandia National Laboratories
c/o Nations Bank
REF: License #00-C00842
X.X. Xxx 00000
Xxxxxxxxxxx, XX 00000
9.2.3. Notices to NOVINT:
NOVINT, Inc.
Attention:
Xxx Xxxxxxxx
0000 Xxxxxxx Xxx. XX
Xxxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
email: xxx@xxxxxx.xxx
9.3. The waiver of a breach of this License Agreement, or the failure of
either PARTY to exercise any right under this License Agreement,
shall not constitute a waiver as to any other breach, whether
similar or dissimilar in nature, or prevent the exercise of any
right under this License Agreement.
9.4. NOVINT shall affix appropriate statutory patent markings to all
materials included in NOVINT SOFTWARE made hereunder and covered by
issued and unexpired claims of SANDIA PATENTS and to modify such
markings as SANDIA may from time to time direct in conformity with
patent law.
License Agreement; page 7
9.5. The Index and Headings used in this License Agreement are for
reference purposes only and shall not be used in construction and
interpretation of this License Agreement.
10. Assignment
10.1. NOVINT shall not, without the prior written consent of SANDIA,
assign, delegate, or otherwise transfer any rights or duties under
this License Agreement. Any such assignment is void. After 1 year
from the effective date of this License Agreement, SANDIA shall not
unreasonably withhold such consent.
10.2. SANDIA may assign, delegate, or otherwise transfer any rights or
duties under this License Agreement to any assignee or transferee.
11. U.S. Competitiveness
11.1. NOVINT agrees that any resulting design and development using SANDIA
PATENTS and SANDIA SOFTWARE will be performed in U.S. and that
resulting products will be substantially manufactured in the U.S.
12. Government Rights and Sponsorship
12.1. The GOVERNMENT has been granted for itself and others acting on
its behalf a paid-up, nonexclusive, nontransferable, irrevocable
license to practice or have practiced SANDIA PATENTS and SANDIA
SOFTWARE throughout the world by or on behalf of the GOVERNMENT.
12.2. NEITHER THE GOVERNMENT, THE DOE, NOR ANY OF THEIR EMPLOYEES, MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, OR, ASSUMES ANY LEGAL LIABILITY OR
RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY
INFORMATION, APPARATUS, PRODUCT, OR PROCESS DISCLOSED, OR REPRESENTS
THAT ITS USE WOULD NOT INFRINGE PRIVATELY OWNED RIGHTS.
12.3. The PARTIES agree and understand that the GOVERNMENT retains
"march-in" rights, in accordance with the procedures set forth in 37
CFR 401.6 and any supplemental regulations promulgated by the DOE.
13. Export Control
13.1. NOVINT shall abide by the export control laws and regulations of the
United States Department of Commerce and other United States
governmental regulations relating to the export of technology
relating to NOVINT SOFTWARE. Failure to obtain an export control
license or other authority from the GOVERNMENT may result in
criminal liability under U.S. laws.
14. Controlling Law
14.1. This License Agreement is made in Albuquerque, New Mexico, U.S.A.,
and shall be governed by and construed in accordance with the
procedural and substantive laws of the State of New Mexico except as
these would require the application of the laws of another
jurisdiction. The PARTIES agree to the exclusive jurisdiction of the
courts of New Mexico or the United States District Court of New
Mexico.
15. Severability
15.1. In the event that any one or more of the provisions contained in
this License Agreement shall for any reason be held to be invalid,
illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect other provisions
of this License Agreement.
16. Force Majeure
16.1. If either PARTY is prevented from or delayed in carrying out any of
the provisions of this License Agreement by reason of any natural
disaster, war, accident, labor disturbance, breakdown of plant or
equipment, lack or failure of transportation facilities, sources of
supply of labor. raw materials, power or supplies, or by reason of
any law, order, proclamation, regulation, ordinance, demand or
requirement of any government or any subdivision, authority or
representative of any such government, the PARTY 50 prevented or
delayed shall be excused from performance to the extent and during
the period of such prevention or delay.
17. Entire Agreement
License Agreement; page 8
17.1. Each PARTY warrants and represents that the execution and delivery
of this License Agreement by SANDIA and NOVINT has not been induced
by any promises, representations, warranties or other agreements,
other than those specifically expressed, This License Agreement
includes Exhibits A, B. C, and D and embodies the entire
understanding between NOVINT and SANDIA with respect to the subject
matter described within this License Agreement. This License
Agreement shall supersede all previous communications,
representations or undertakings, either verbal or written, between
NOVINT and SANDIA with regard to SANDIA PATENTS, SANDIA SOFTWARE,
and the Flight trademark.
17.2. No modification of this License Agreement shall be valid or binding
upon the PARTY against whom enforcement of the modification is
sought unless the modification is made in writing and signed by duly
authorized representatives of both SANDIA and NOVINT.
17.3. This License Agreement is binding and shall inure to the heirs,
assigns or successors of the PARTIES to this License Agreement.
IN CONSIDERATION OF TEE FOREGOING TERMS AND CONDITIONS, NOVINT and SANDIA have
caused this License Agreement to be executed in duplicate by their duly
authorized representatives. This License Agreement will be effective on the last
day and year written below.
Approved as to Legal Form
-----------
SANDIA CORPORATION:
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------
Xxxxx X. Xxxxxxxx
Title: Director, Corporate Business Development
and Partnerships
Date: 4/11/00
NOVINT
By: /s/ Xxx Xxxxxxxx
-------------------------------
Xxx Xxxxxxxx
Title: CEO, NOVINT, Inc.
Date: 4/11/00
PROPRIETARY
EXHIBIT A
Sandia Patents
--------------
There are no issued patents associated with this license agreement.
Sandia Patent Applications
--------------------------
Patent Title: Multidimensional Navigation Controller, SD5918;S86596
Filing Date: April 14, 1997
Inventors: Xxxxxx X. Xxxxxxxx
Patent Title: Multidimensional Display Controller, SD5982;S88402
Filing Date: April 10, 1997
Inventors: Xxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxxxx
Sandia Disclosures
------------------
SD6612;S95405
License Agreement; page 10
