Exhibit (10)(m)
XXXXXXX PATENT LICENSE AGREEMENT
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THIS LICENSE AGREEMENT (the "Agreement") is dated as of the 9th day of November
1998, by and between XXXXXX X. XXXXXXX, M.D., Ph.D., and XXXXXXXX XXXXXXX of 00
Xxxxx Xxxxx Xxxx, Xxxx Xxxxxxxxxx, Xxx Xxxx, 00000 (hereinafter collectively
referred to as "Xxxxxxx") and Startech Environmental Corp., a Colorado
corporation having its office at 00 Xxx Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxxx,
00000 (hereinafter referred to as "Startech").
STATEMENT OF FACTS
Xx. Xxxxxx X. Xxxxxxx is a scientist and inventor, and the owner of patents
for a process known as "Catalytic conversion of water and carbon dioxide to low
cost energy, hydrogen, carbon monoxide, oxygen and hydrocarbons" embodied in the
patents listed in Exhibit A hereof and hereinafter referred to as the "Xxxxxxx
Patents". Startech and Xxxxxxx desire to enter into a mutually beneficial
business relationship for the Exploitation of the Xxxxxxx Patents and the
funding of monies required in connection therewith.
Now, THEREFORE, in consideration of the mutual covenants herein contained,
it is agreed as follows:
1. DEFINITIONS
(a) For the purpose of this Agreement, the definitions set forth in
Article 14 hereof shall be utilized.
2. REPRESENTATIONS AND WARRANTIES
(a) Xxxxxxx hereby makes the following representations and warranties to
Startech:
i) Xxxxxxx is the owner of all the right, title, and interest to the
Xxxxxxx Patents;
ii) the Xxxxxxx Patents constitute a trade secret which has not been
disclosed in its entirety to any third parties by Xxxxxxx;
iii) all existing patents are listed in Exhibit A, attached hereto;
iv) Xxxxxxx has the right to grant this license referred to in
Article 3 hereof,
v) Xxxxxxx has not sold, licensed, assigned, pledged, hypothecated,
or otherwise transferred or conveyed any of the right, title, or
interest in the Xxxxxxx Patents in derogation of this License.
(b) Startech hereby makes the following representations and warranties to
Xxxxxxx:
i) Startech is a corporation, validly organized and in good standing
under the laws of the State of Colorado;
ii) the execution of this Agreement has been duly authorized in
accordance with charter instruments and by-laws of the
corporation acting through its Board of Directors in accordance
with all applicable laws;
iii) the corporation has complied with all applicable state and
federal laws with respect to the issuance of any securities;
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3. GRANT OF LICENSE
(a) Xxxxxxx hereby grants to Startech the exclusive and indivisible right
and license throughout the world to develop, manufacture hardware and
systems, to have hardware and systems made for it, to use and sell
same, to grant sublicenses thereon, and to Exploit the Xxxxxxx Patents
pursuant to the scope of license set forth in Article 16 hereof.
(b) Xxxxxxx shall have the right to receive a notice, in writing, within a
period of twenty (20), days of the entire terms of any license,
Agreement, etc. which has been entered into by Startech on the subject
matter of this Agreement.
(c) Startech agrees that prior to execution of any license, agreement, or
other material document relating to the subject matter of this
Agreement, it will consult with Xxxxxxx prior to the consummation
thereof.
(d) Startech will not make any agreements knowingly which will either
affect Xxxxxxx'x ownership or validity of any patents.
(e) This license will remain in effect until:
i) Startech is assigned the patents to the Xxxxxxx Patents from
Xxxxxxx by purchase under rights of first refusal pursuant
to Article 8 hereof;or
ii) this Agreement is terminated pursuant to Article 9 hereof.
4. OBLIGATIONS OF STARTECH
(a) Within 10 days of signing and coming into effect of this Agreement,
Startech shall pay to Xxxxxxx the sum of three-thousand dollars
($3,000.00); failure by Startech to make this payment within the
stated period of time shall constitute an incurable default to this
Agreement and this Agreement shall terminate totally pursuant to
paragraph (g) of Article 9 hereof.
(b) Within 30 days of signing and coming into effect of this Agreement,
Startech will convey to Xxxxxxx $15,000 of its restricted stock.
(c) At the start of active development, use, or marketing of the Xxxxxxx
Patents, Startech shall enter into a secrecy agreement with Xxxxxxx to
protect the value of the Xxxxxxx Patents and Startech shall require
that all sub-contractors, sublicensees, licensees, consultants, and
any entity having access to the catalyst used by the process embodied
by the Xxxxxxx Patents or Confidential Information regarding the
Xxxxxxx Patents be likewise bound to Startech by a secrecy agreement
of similar intent and content. This secrecy agreement between Xxxxxxx
and Startech will be in full force and effect for the life of this
Agreement plus five (5) years or such time as Startech has purchased
the Xxxxxxx Patents under rights of first refusal pursuant to Article
8 hereof.
(d) Startech agrees to exert its best efforts in the Exploitation of the
Xxxxxxx Patents for the mutual benefit of Xxxxxxx and Startech
pursuant to Article 7 hereof.
(e) In consideration of this Agreement, Startech shall pay to Xxxxxxx five
percent (5.00%) of all Machine Sales received by Startech from the
Xxxxxxx Patents, in money and in kind. These payments (the Payments)
XXXXXXX PATENT LICENSE AGREEMENT
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shall be made in a timely manner, being no later than thirty (30) days
after receipt by Startech of said proceeds. Regarding these Payments,
Startech shall have the following obligations:
i) Startech shall engage a certified public accountant to audit the
Payments and records of Startech to provide statements to
Xxxxxxx.
ii) Startech shall keep true and accurate records and books of
account containing all data reasonable required for the
computation and verification of the Payments.
iii) These Payments shall be binding upon all assignees and successors
and shall last for the life of any patents on the Xxxxxxx Patents
or the life of the Agreement whichever is longer.
iv) Xxxxxxx shall have the right to view or audit these records at
any time and shall give Startech reasonable notice to produce any
or all records associated with the Payments.
5. MAINTENANCE COSTS
(a) So long as the license set forth in Article 3 hereof is in force and
effect, Startech shall pay to Xxxxxxx a license fee of twelve thousand
dollars ($12,000.00) annually, payable one-thousand dollars
($1,000.00) per month.
(b) Failure on the part of Startech to make the maintenance payments of
paragraph (a) of this Article will result in Startech being considered
in default pursuant to paragraph (f) of Article 9 hereof.
(c) Once any additional and/or foreign patenting of the Xxxxxxx Patents
has been started pursuant to paragraph (a) of Article 6 hereof,
Startech shall be financially responsible for the cost of filing and
maintaining patent applications, future patents, and future
applications all of which are related to the Xxxxxxx Patents. It is
expressly agreed that Startech shall forward to the patent attorney or
attorneys, who may have been designated by Xxxxxxx, within thirty (30)
days of receipt of notice from said patent attorneys, any and all
monies necessary, based on customary and reasonable charges, for the
filing for domestic and foreign patent applications. Startech shall
have the right to designate a patent attorney of its own choice.
Xxxxxxx shall have the right himself to pay any amounts for the filing
of any domestic or foreign patent applications, as Xxxxxxx may xxxx
desirable.
6. OBLIGATIONS OF XXXXXXX
XXXXXXX PATENT LICENSE AGREEMENT
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(a) Startech will at its expense and option, file domestic and foreign
patent applications, in the name of Xx. Xxxxxx X. Xxxxxxx, on
inventions of Xxxxxxx relating to Xxxxxxx. Xxxxxxx will provide all
information in Xxxxxxx'x possession which may be necessary or useful
in the preparation and filing of such patent applications. Xxxxxxx
will assist in the filing and prosecution of such patent applications.
In the event Startech elects not to file a domestic or foreign patent
application on an invention of Xxxxxxx'x, Xxxxxxx may file such
application at Xxxxxxx'x expense.
7. BEST EFFORTS
(a) Startech will exercise efforts to the best of its abilities to
develop, scale-up, Exploit and reduce to commercial systems the
Xxxxxxx Patents for the fields granted in this license as set forth in
Article 16 hereof.
(b) Startech will produce a plan to develop and Exploit the process
embodied in the Xxxxxxx Patents within 60 days of the signing and
coming into effect of this Agreement.
(C) Startech shall provide sufficient funding, equipment, and facilities
to Exploit the Xxxxxxx Patents.
(d) In addition to the right to receive notice as specified in paragraph
(b) of Article 3 hereof, the following items shall be subject to
Xxxxxxx'x right of written notice:
i) any materials other than patents, proposed to be given or
disclosed in any way to licensees, sublicensees, or
sublessees.
8. RIGHT OF FIRST REFUSAL TO ASSIGNMENT OF XXXXXXX PATENTS
(a) Startech shall have the right of first refusal to the assignment of
the patents in the Xxxxxxx Patents and the including the entire right,
title, and interest to said Xxxxxxx Patents should any of the patents
become available for assignment to any entity other than Xx. Xxxxxx X.
Xxxxxxx.
9. TERM, TERMINATION, AND REVERSIONARY RIGHTS
(a) Subject to the rights to termination hereinafter specified, this
Agreement shall remain in effect until the last to expire of the
Xxxxxxx Patents, any future patents, or any license granted to
Startech that is covered by the Xxxxxxx Patents.
(b) This exclusive license Agreement may be terminated totally by
Startech, at its option, by sending Xx. Xxxxxx X. Xxxxxxx a written
notice (the "Termination Notice") of its intention to terminate. The
termination notice shall specify a date (the "Effective Date") on
which the Agreement shall terminate. The Effective Date shall not be
less that sixty (60) days after the date of the Termination Notice.
Any outstanding Third Party License granted for the Xxxxxxx Patents,
shall, however, continue for the effective duration of the Third-Party
License. Any "grant-back" patents, patent applications, know-how,
trade secrets, or a "grant-back" license, etc. obtained from any third
party license including Exploitation Agreements, shall be irrevocably
licensed by Startech to Xxxxxxx at no royalty to each, but the
continuing royalties from "grant-back" patents, patent applications,
know-how, and trade secrets licensed by Startech shall be as provided
herein.
(c) In addition to the right to terminate totally this Agreement as
provided in paragraph (b) of this Article, Startech shall have further
right to:
XXXXXXX PATENT LICENSE AGREEMENT
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i) discontinue the funding of portions of the Xxxxxxx Patents which
show unsatisfactory feasibility sustained by feasibility studies
or in Startech's opinion are not commercially feasible (the
"Rejected Developments"), by sending a written notice (the
"Rejection Notice") to Xx. Xxxxxx X. Xxxxxxx. The Rejection
notice shall specify a date (the "Effective Rejection Date") on
which Startech's obligations hereunder shall ten-ninate insofar
as the Rejected Developments are concerned;
ii) discontinue funding monies for existing processes or any other
process under this Agreement which Startech funds.
(d) Xxxxxxx shall have the right to designate countries in which any U.S.
counterpart patent applications shall be filed by sending notice to
Startech within six (6) months after filing of U.S. application. If
the aforesaid notice is given by Xxxxxxx, failure by Startech to
accept the designation within nine (9) months from the filing date of
the U.S. application, shall constitute an effective rejection of the
right to file an application for a patent in that country by Startech
as a result of which Xxxxxxx shall have an exclusive right to file an
application for a patent in that country. Startech shall have the
unrestricted right at any time and from time to time to file for
applications in foreign countries of its choice except for
applications resulting from Rejected Developments or, rejected
applications specified herein. Startech shall have the right to
designation of appropriate countries and rights to filing abroad of
any U.S. applications within this field by Xxxxxxx or any "grant-back"
applications, except that it shall give notice to Xxxxxxx of any
intention not to file such application and, if Startech intends to
file such application, the countries in which Startech intends to
file, such notice to be given within nine (9) months after filing of
such application. The Effective Rejection Date shall not be less than
thirty (30) days after the date of the Rejection Notice. In the event
that a Rejection Notice is sent, then (i) subject to existing
Exploitation Agreements, all of the Rejected Development shall revert
to Xxxxxxx as of the Effective Rejection Date, and (ii) on or before
the Effective Rejection Date, Startech or its assigns or successors
shall turn over to Xxxxxxx, without cost to Xxxxxxx (except
transportation costs), all formulae, compounds, data and copies
thereof, drawings and copies thereof, test results and copies thereof,
models, prototypes, and supplies then held by Startech relating to the
Rejected Developments, and (iii) as of the Effective Rejection Date,
Startech shall have no further interest in the Rejected Development
nor obligations in connection therewith, but all other rights of the
parties hereunder shall continue in full force and effect.
(e) Xxxxxxx shall have the right to exercise his claim for reversionary
rights and thereby terminate this Agreement for:
i) the failure of Startech to make any payments as pursuant to
Article 4 hereof-, or
XXXXXXX PATENT LICENSE AGREEMENT
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ii) the failure of Startech to fund the monies required for the
maintenance costs under Article 5 hereof, or
iii) breach by Startech of any material provisions of the Agreement;
or
iv) an assignment by Startech for the benefit of creditors; or
v) the appointment of a receiver to take possession of Startech's
business; or
vi) commencement of bankruptcy or insolvency proceedings by or
against Startech.
(f) In the event Xxxxxxx shall desire to terminate this Agreement by
reason of a default by Startech hereunder, Xxxxxxx shall send a
written notice (the "Default Notice") indicating the specific default
or defaults by Startech which are the basis of the termination. If the
default or defaults specified in the Default Notice have not been
cured within a period of (i) thirty (30) days from the date of the
Default Notice of a non-monetary default and (ii) thirty (30) days
from the date of the Default Notice for a monetary default, the
termination shall be effective. If the non-monetary default is such
that it cannot reasonably be cured within said thirty (30) day period,
but can be cured with due diligence, Startech shall notify Xxxxxxx of
the proposed action to be taken to cure. If it has commenced the
curing of such non-monetary default within said thirty (30) day period
and thereafter prosecutes the completion thereof with due diligence,
the default shall be deemed cured.
(g) In the event of total termination of this Agreement, (i) all
obligations of Startech shall cease as of the Effective Date, and (ii)
on or before the Effective Date, Startech or its assignees or
successors shall assign to Xxxxxxx its entire right, title, and
interest to the Xxxxxxx Patents, and Patent Rights, and (iii) Startech
or its assignees or successors shall turn over to Xxxxxxx without cost
(except transportation costs) all compounds, samples, formulae, data
and copies thereof, test results and copies thereof, drawings and
copies thereof, models, prototypes and supplies, and (iv) the parties
hereto shall have no further obligations under this Agreement.
10. ASSIGNMENT OF LICENSE
(a) Startech agrees that prior to execution of any license, agreement, or
other material document relating to the subject matter of this
Agreement, it will consult with Xxxxxxx prior to the consummation
thereof. Approval by Xxxxxxx for said assignment or sublicense to an
entity or entities chosen by Startech for the purpose of developing or
Exploiting the Xxxxxxx Patents shall not be unreasonably withheld:
(b) Xxxxxxx shall have the absolute right to assign, transfer, convey, or
otherwise dispose of his accrued Payments, but in no event more than
sixty (60%) percent of his future rights to Payments under this
Agreement. The right to Payments shall not be affected by the
inability of Xxxxxxx to perform hereunder by reason of the death or
disability of Xx. Xxxxxx Xxxxxxx.
(c) In the event that Startech or its successors or assigns shall assign
its interest in this Agreement, as provided in paragraph (a) of this
Article in whole or in part, a copy of such assignment shall be sent
XXXXXXX PATENT LICENSE AGREEMENT
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to Xxxxxxx within fifteen (15) days after its execution together with
an Agreement executed by the assignee for the benefit of Xxxxxxx,
assuming the obligations of this Agreement required to be performed by
Startech. Such assumption shall be limited, however, to obligations
under the Agreement during the period that such assignment is
effective and the liability of the assignee shall be limited to
liability associated with the performance of the assignee's
obligations under that portion of this Agreement which is assigned.
(d) No assignment under paragraph (a) or paragraph (c) of this Article
shall release Startech from its obligation to Xxxxxxx arising prior to
or after termination of such assignment.
11. LITIGATION AS PLAINTIFF
In the event that Startech is of the opinion that litigation should be
commenced for the protection of the Xxxxxxx Patents, or for patent
infringement, or is otherwise desirable in connection with the Xxxxxxx
Patents (the "Plaintiff Litigation"), the following provisions shall apply:
(a) Startech shall pay as an operating expense all of the costs incidental
to bringing the Plaintiff Litigation.
(b) Any recovery from said Plaintiff Litigation, after deducting the costs
and fees incurred in connection therewith, shall be included in Gross
Receipts of Startech.
(c) Startech shall have the right to commence and pursue to final
adjudication any Plaintiff Litigation and the right to select the
attorneys who shall represent the parties constituting the plaintiffs
in the Plaintiff Litigation, but, to protect his reversionary rights,
Xxxxxxx has the right to designate separate counsel for that purpose.
Startech may settle or terminate any litigation, with notice to
Xxxxxxx, and Xxxxxxx may have the same rights to notice of an entire
settlement agreement pursuant to the same conditions as in paragraph
(b) of Article 3 hereof.
(d) Startech shall take no action knowingly which will affect the validity
or ownership rights in the patents, patent applications, or trade
secrets owned by Xxxxxxx.
12. ADVERSE LITIGATION
In the event that Startech or Xxxxxxx is sued for infringement of
patents as the result of its Exploitation of the Xxxxxxx Patents or shall
become involved in a legal proceeding involving such Exploitation which
challenges the right of Startech and/or Xxxxxxx to exploit the Xxxxxxx
Patents (hereinafter called the "Adverse Proceeding"), the following
provisions shall apply:
(a) Startech shall pay all of the expenses incidental to such Adverse
Proceeding but shall be entitled to reimbursement of fifty (50%)
percent thereof out of the Purchase Payments to be made to Xxxxxxx
under paragraph (e) of Article 4 hereof; and
(b) Startech shall immediately notify Xx. Xxxxxx Xxxxxxx of such
proceedings and thereafter one-half (1/2) of the Payments due and
payable under this Agreement shall be placed in an interest-bearing
trust account subject to the terms hereof by Startech pending the
outcome of such Adverse Proceeding; and
XXXXXXX PATENT LICENSE AGREEMENT
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(c) Xx. Xxxxxx Xxxxxxx shall render such services as may be necessary by
Startech's counsel before and during such Adverse Proceeding without
additional compensation from Startech, except for reasonable
out-of-pocket expenses; and
(d) Startech shall have the right to settle, dispose of, counterclaim, or
defend any Adverse Litigation and the right to select the attorneys
who shall represent the parties constituting the defendants in such
Adverse Litigation and Xxxxxxx shall be notified of the entire
settlement pursuant to the same conditions as in paragraphs (b) and
(c) of Article 3 hereof. Xxxxxxx has an option to designate separate
counsel if he deems it necessary for protection of his reversionary
rights.
(e) If judgment be entered against Startech and/or Xxxxxxx in such Adverse
Proceeding, Startech shall be relieved of Payments to Xxxxxxx with
respect to the subject matter which is the basis of the Adverse
Proceeding, including money withheld following the bringing of the
Adverse Proceeding unless the amount withheld exceeds the amounts
necessary to satisfy or dispose of said litigation, in which case the
excess monies withheld shall be paid over to Xxxxxxx. If final
judgment be entered in favor of Startech or Xxxxxxx in such Adverse
Proceeding, Startech shall pay over to Xxxxxxx the amount of any
Payment withheld pending the outcome of the Adverse Proceeding.
(f) However, Startech's ability to settle or dispose of Adverse Litigation
extends only to its rights under this license, and shall not affect
the validity or ownership of patents, patent applications, trade
secrets, or copyrights owned by Xxxxxxx.
13. GENERAL PROVISIONS
(a) Agreement: This Agreement sets forth the entire and understanding of
the parties relating to the subject matter contained herein and
supersedes and merges all prior agreements and discussions between
them, and there are no prior understandings, expressed or implied,
between the parties hereto. It is specifically understood that neither
this Agreement nor any prior relationship which exists or existed
between Xxxxxxx and Startech or any other person or entity shall
create any shop rights to any Xxxxxxx process. Neither party shall be
bound by any definition, condition, warranty, or representation other
than as expressly stated in the Agreement or as subsequently set forth
in writing and executed by a duly authorized officer of either party.
(b) Headings: The headings used herein are for convenience of reference
and are not to be construed in interpreting this Agreement.
(c) Currency: All payments called for herein are to be made in United
States currency.
(d) Severability: If any provision of this Agreement is legally determined
to be void or unenforceable, the validity or enforceability of the
remaining provisions of the Agreement shall not be affected thereby,
but shall remain in full force and effect as though such void or
unenforceable provisions had never been included.
(e) Non-Waiver of Rights: The failure of either party to exercise any
rights granted to it by this Agreement shall not be construed as a
waiver of such rights, and shall not impair the ability of such party
to exercise any such rights, or other rights, in the future.
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(f) Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Connecticut without reference
to conflicts of laws, principles, or which party drafted this
Agreement.
(g) This Agreement shall be binding upon the heirs, assigns, executors,
and successors of the parties.
(h) If during this license Agreement and while working on the Xxxxxxx
Patents, Xx. Xxxxxx Xxxxxxx discovers or invents subject matter or
reduces to writing a trade secret, which is not related to the Xxxxxxx
Patents, each invention, discovery, or trade secret, shall be owned by
Xxxxxxx, but Startech shall have an exclusive license in the field
defined in the "Xxxxxxx Patent License Agreement". Startech shall have
no license in any field other than that set forth in Article 16 hereof
and Xxxxxxx shall have sole ownership and property right of said
discoveries, inventions, or trade secrets in all other fields. Upon
termination of this Agreement, the exclusive license to Startech shall
revert to Xxxxxxx, unless it is part of a still existing and
continuing Exploitation Agreement or third party licenses.
(i) Any disagreements or disputes arising from this Agreement between the
parties hereof shall be submitted for binding arbitration to the
American Arbitration Society.
(j) Notices: All notices, claims, requests, and demands hereunder
(hereinafter referred to as "communications") shall be in writing and
shall be deemed to have been duly given if mailed (by registered or
certified mail, return receipt requested and postage prepaid) as
follows:
To Xxxxxxx:
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Dr. and Xxx. Xxxxxx Xxxxxxx
00 Xxxxx Xxxxx Xxxx
Xxxx Xxxxxxxxxx, XX 00000
To Startech:
------------
Startech Environmental Corp.
00 Xxx Xxxxxxxxxx Xxxx
Xxxxxx, XX 00000
or to such other address the party to whom notice is given may have
furnished to the other party in writing in accordance herewith.
14. DEFINITIONS OF TERMS
For the purpose of this Agreement, the following definitions are
applicable:
(a) "Xxxxxxx Patents Catalysts" shall mean any of the compounds made under
the Xxxxxxx Patents that promote the catalytic reactions and processes
covered in these patents.
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(b) "know-how" is defined to mean, besides know-how possessed by Xx.
Xxxxxx Xxxxxxx at the time of entry into this Agreement, as any
information directly related and critical to the "Xxxxxxx Patents"
developed during this license Agreement by Xxxxxxx, Startech, or any
third party licensee and which becomes the property of Startech as a
direct result of this license Agreement or as a "grant back" from any
development, scale-up, laboratory testing, third party license or
Exploitation Agreement.
(c) "Third Party License" is defined to mean any license granted by
Startech to parties other than Xxxxxxx or Startech which is to
evaluate, develop, study, exploit, test, market, or in like manner
make use in whole or in part of the Xxxxxxx Patents.
(d) "Confidential Information" means any information disclosed by either
party of this Agreement to the other party on a confidential basis as
herein defined: (i) any information that is clearly marked as
"Confidential" or "Secret" or "Internal Use Only"; (ii) any
information that is disclosed orally and is designated as confidential
orally when it is disclosed and is confirmed within thirty (30) days
in writing as confidential; and (iii) any information that, by its
nature, is considered as confidential and that would cause irreparable
harm to the disclosing party. Notwithstanding the forgoing, any
information:
i) that can be demonstrated to have been in the public domain or
publicly known prior to the date of disclosure by the disclosing
party; or
ii) that can be demonstrated, from written records, to have been in
the receiving party's possession or readily available to the
receiving party from another source not under obligation of
secrecy to the disclosing party prior to disclosure by the
disclosing party; or
iii) that becomes part of the public domain or publicly known by
publication or otherwise, not due to any unauthorized act by the
receiving party; or
iv) that is independently developed by the receiving party without
the use of the disclosing party's Confidential Information.
(e) "Exploitation" and "Exploit" means the advancement of the Xxxxxxx
Patents into saleable and useful systems.
(f) "Exploitation Agreement" is defined to mean any agreement that is
issued by Startech to a third party for the purpose of Exploitation of
the Xxxxxxx Patents.
(g) "Machine Sales" means the gross receipts on the sales of any hardware,
systems or upgrades to systems directly related to and covered by the
Xxxxxxx Patents and includes such "Machine Sales" by Startech, its
subsidiaries, it licensees, its sublicensees, its lessees, its
sublessees, etc.
(h) "Gross Receipts" shall mean all income from any and all sources
received by Startech in connection with the Exploitation of the
Xxxxxxx Patents.
15. NO PARTNERSHIP
(a) The parties herein acknowledge that none of the provisions hereof
shall be deemed to create a partnership between Xxxxxxx and Startech,
it being agreed that their rights hereunder shall be those of
licensor/exclusive licensee.
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16. SCOPE OF LICENSE
(a) This scope of this license on the Xxxxxxx Patents is restricted to the
fields of (i) pollution control, (ii) conversion of and energy
extraction from combustion flue gas and (iii) the production of
synthesis gas (Syngas) from pollution control systems, combustion flue
gas and any process or systems employing plasma arc technology in
anyway.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written:
For Xxxxxxx:
/S/ Xx. Xxxxxx X. Xxxxxxx
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Xx. Xxxxxx X. Xxxxxxx
/S/ Xxxxxxxx Xxxxxxx
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Xxxxxxxx Xxxxxxx
For Startech:
/S/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
President
Startech, Corp.
A-1. Issued U.S. Patents:
For the purpose of this Agreement, the following definitions
are applicable:
(a) U.S. Patent 5516742: Catalytic conversion of water and
carbon dioxide to low cost energy, hydrogen, carbon
monoxide, oxygen and hydrocarbons.
(i) Issued May 14, 1996
(b) U.S. Patent 5710087: Process for catalytic conversion of
water and carbon dioxide to low cost energy, hydrogen,
carbon monoxide, oxygen and hydrocarbons
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(i) Issued January 20, 1998
A-2. Issued Foreign Patents:
None.
Date: 10/29/98
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/S/ Xx. Xxxxxx Xxxxxxx
-----------------------
Xx. Xxxxxx Xxxxxxx
