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EXHIBIT 10.20
CONFIDENTIAL
LICENSE AGREEMENT
This Agreement is entered into this 25th day of September, 1997
("Effective Date"), by and between Censtor Corp., a California corporation, with
principal offices at 000 Xxxxx Xxxxx Xxxx Xxx., Xxxxx 000, Xxx Xxxxx, XX 00000
("Censtor") and TDK Corporation, a Japanese corporation, with principal offices
at 0-00-0 Xxxxxxxxxx, Xxxx-Xx, Xxxxx 000, Xxxxx ("TDK").
BACKGROUND
A. Censtor has developed designs and manufacturing processes for data
storage systems and has obtained and is obtaining certain patents relating
thereto.
B. Censtor has granted and is granting licenses to several companies to
manufacture and sell products using Censtor Patents.
C. TDK desires to obtain from Censtor a license to use Censtor Patents
in the manufacture of data storage devices.
D. Censtor desires to grant to TDK such a license on the terms and
conditions set forth below.
AGREEMENT
1. DEFINITIONS.
1.1 Censtor Patents. "Censtor Patents" shall mean all patents and patent
claims in all countries of the world, including utility models, issued or
issuing on patent applications entitled to an effective filing date on or before
December 31, 1997, including continuations-in-part, which are owned by Censtor
or any of its Subsidiaries, including those with respect to which employees or
consultants are or were obligated to assign to Censtor, irrespective of whether
such assignments have been executed, and shall include any and all rights
Censtor has or will have in the invention, and any U.S. or foreign patents or
patent claims that result from the invention, described in Exhibit C. Censtor
shall provide TDK with a list of such patents which are issued on or before the
Effective Date and such patent applications which are filed on or before the
Effective Date, which shall be attached to this Agreement as Exhibit A. The
absence of any such patent or patent application from said Exhibit A shall not
operate to restrict the license granted in
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this Agreement in any manner. Censtor represents that, to Censtor's present
knowledge, Exhibit A includes all patents and patent applications that have or
should have been assigned to Censtor by employees or consultants on or before
the Effective Date.
1.2 Licensed Heads. "Licensed Heads" shall mean any instrumentality or
aggregate of instrumentalities including a magnetic transducer designed to
magnetically read or erase information from, or write information onto, magnetic
recording media. Licensed Heads shall include sliders, head gimbal assembly or
assemblies (HGA), head stack assembly or assemblies (HSA), or other comparable
components or assemblies covered by any valid claim of a Censtor Patent.
Licensed Heads shall not include disc drives or other comparable data storage
devices.
1.3 Other Censtor Licensees. "Other Censtor Licensees" shall mean other
companies to which Censtor has granted rights to manufacture and sell products
using Censtor Patents. Censtor shall provide TDK with a list of such other
companies existing on the Effective Date which shall be attached to this
Agreement as Exhibit B.
1.4 Subsidiary. "Subsidiary" shall mean a corporation or other entity of
which more than fifty percent (50%) of the voting stock or other equity
interests is owned or controlled now or hereafter, directly or indirectly, by
either party, but such corporation or other entity shall be deemed to be its
Subsidiary only so long as such ownership or control exists.
2. LICENSE TO TDK
2.1 Grant. Censtor hereby grants to TDK a paid-up, worldwide,
non-exclusive, non-transferable (except pursuant to section 7.4) license under
Censtor Patents to manufacture, subcontract to have manufactured (subject to the
conditions of Section 2.2), use, promote, lease, sell, import and/or otherwise
transfer Licensed Heads.
2.2 Subcontractors. TDK shall have the right to subcontract
manufacturing of all or part of Licensed Heads provided that each subcontractor
agrees in writing to sell such Licensed Heads solely to TDK.
2.3 Sublicense Rights. In addition to the subcontracting rights
described in Section 2.2, TDK shall have the right to grant sublicenses of the
rights granted in Sections 2.1 and 2.2 above only to TDK Subsidiaries; provided,
that (i) TDK shall cause each TDK Subsidiary to agree to be bound by the terms
and conditions of this Agreement, excluding the provisions of this Section 2.3
and (ii) such sublicense will terminate upon termination of this Agreement for
any reason. TDK hereby guarantees the performance by each TDK sublicensed
Subsidiary of all obligations contained herein.
2.4 Customer Non-Assertion. Censtor agrees not to assert against any
customer, direct or indirect, of TDK, or its sublicensed Subsidiaries hereunder,
any claims of infringement
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of any of the Censtor Patents with respect to such customer's data storage
devices incorporating Licensed Heads that have been, prior to the Effective Date
of this Agreement, or will be, during the term of this Agreement, sold by TDK,
or its sublicensed Subsidiaries hereunder, provided that such future sales of
Licensed Heads are authorized under this Agreement.
2.5 Limitations. No license or other right is granted, by implication,
estoppel or otherwise to TDK, Censtor, or any other third parties except for the
licenses and rights expressly granted in this Agreement.
3. LICENSE FEE
3.1 License Fee. Within fourteen days after the date of execution of
this Agreement, but in no event later than September 30, 1997, TDK shall pay to
Censtor a license fee of One Million Five Hundred Thousand Dollars ($1,500,000)
in United States currency in consideration of the license granted herein. This
payment shall be non-refundable.
3.2 Taxes. TDK may withhold from the payment made to Censtor under this
Agreement the ten percent (10%) income tax required to be withheld by TDK under
the laws of Japan. Except for such withholding tax, the payment by TDK hereunder
shall be made free and clear of, and without reduction for, any and all taxes,
including, without limitation, sales, use, property, license, value added,
excise, franchise or similar taxes under the laws of Japan. TDK shall provide
Censtor with official receipts issued by the appropriate Japanese taxing
authority or such other evidence as is reasonably requested by Censtor to
establish that such taxes have been paid.
4. INTELLECTUAL PROPERTY OWNERSHIP
4.1 Censtor Ownership. During the term of this Agreement, Censtor
warrants that it either (i) owns all right, title and interest in or (ii) has
the right to grant the full extent of the license rights granted to TDK under
the Censtor Patents.
5. LIMITATION OF LIABILITY
NEITHER PARTY'S LIABILITY ARISING OUT OF THIS AGREEMENT SHALL EXCEED THE
AMOUNTS RECEIVED FROM TDK HEREUNDER EXCEPT WITH RESPECT TO CLAIMS OF
INFRINGEMENT BY ONE PARTY OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS AND
EXCEPT WITH RESPECT TO CLAIMS FOR WILLFUL MISREPRESENTATION. IN NO EVENT SHALL
CENSTOR BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS, SERVICES,
OR TECHNOLOGY NOR SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT OR SPECIAL DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF
LIABILITY ARISING OUT OF THIS AGREEMENT EXCEPT WITH
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RESPECT TO CLAIMS OF INFRINGEMENT BY ONE PARTY OF THE OTHER PARTY'S
INTELLECTUAL PROPERTY RIGHTS. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.
6. TERM AND TERMINATION
6.1 Term. This Agreement shall commence as of the Effective Date and
shall continue until the expiration of the last Censtor Patent unless terminated
earlier in accordance with this Agreement.
6.2 Termination.
(a) If either party defaults in the performance of any material
obligation hereunder and if any such default is not corrected within forty-five
(45) days after the defaulting party receives written notice thereof from the
non-defaulting party, then the non-defaulting party, at its option, may, in
addition to any other remedies it may have, terminate this Agreement.
(b) Either party may terminate this Agreement effective upon
written notice to the other party in the event that the other party becomes the
subject of a voluntary or involuntary petition in bankruptcy or any proceeding
relating to insolvency, or composition for the benefit of creditors, if that
petition or proceeding is not dismissed within sixty (60) days after filing.
6.3 Effect of Termination.
(a) Except as otherwise provided in this Section, upon
termination or expiration of this Agreement, all licenses and rights granted by
the parties to each other hereunder shall terminate, and neither TDK nor its
Subsidiaries or subcontractors shall have any rights with respect to any Censtor
Patents. The provisions of Sections 5, 6, and 7 shall survive any termination or
expiration of this Agreement for any reason. In addition, all amounts for which
payment is due to Censtor prior to the date of termination shall remain due and
payable.
(b) TDK shall have the right to provide continuing maintenance
and support for previously sold Licensed Heads after any termination or
expiration of this Agreement.
7. GENERAL PROVISIONS
7.1 Governing Law. This Agreement shall be governed by and interpreted
in accordance with the laws of the United States and the State of California
without reference to conflict of laws principles.
7.2 Settlement of Disputes. The parties hereto shall use their best
endeavors to settle
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by mutual agreement any disputes, controversies or differences which may arise
from, under, out of or in connection with this Agreement. If such disputes,
controversies or differences cannot be settled between the parties, they shall
be finally resolved by binding arbitration in San Jose, California under the
Commercial Rules of Arbitration of the American Arbitration Association by three
arbitrators appointed in accordance with said rules. The arbitrators shall apply
California law to the merits of any dispute or claim, without reference to rules
of conflicts of law or arbitration. Judgment on the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof.
7.3 Announcement. TDK and Censtor shall not publicly announce or
disclose to third parties the existence or any of the terms of this Agreement
without prior mutual consent except the disclosure (i) by Censtor to IP
Managers, Inc. ("IPM"), a California Corporation located at 0000 X. Xx Xxxxxx
Xxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000, (ii) by either party required by
law or existing licenses, (iii) by TDK to its Subsidiaries, (iv) of the
existence of this License Agreement by either party to subcontractors or
prospective subcontractors hereunder, or investors or prospective licensees and
(v) by TDK or its Subsidiaries to its or their customers or prospective
customers of only the existence of this License Agreement and the content of
Section 2.4 (Customer Non-Assertion).
7.4 Assignment. Neither party may assign or delegate this Agreement or
any rights or duties under this Agreement without the prior written consent of
the other except either party may assign this Agreement to a Subsidiary or to a
person or entity into which it has merged or which has otherwise succeeded to
all or substantially all of its business and assets relating to the subject
matter of this Agreement, and which has assumed in writing or by operation of
law its obligations under this Agreement.
7.5 Authority. Each party represents that all corporate action necessary
for the authorization, execution and delivery of this Agreement by such party
and the performance of its obligations hereunder has been taken.
7.6 Government Approvals. TDK represents and warrants it will take
necessary steps to obtain Japanese governmental approvals which are required for
this Agreement to take effect, if any. TDK shall be responsible for filing any
notifications to the Japanese government that may be required. Censtor will
cooperate with TDK in making such steps and filings.
7.7 Notices. All notices and other communications required or permitted
hereunder shall be in writing and shall be deemed effective when mailed by
registered or certified mail, postage prepaid, or otherwise delivered by hand,
by messenger or by telecommunication, addressed to the addresses first set forth
above or at such other address furnished with a notice in the manner set forth
herein. Such notices shall be deemed to have been served when delivered or, if
delivery is not accomplished by reason of some fault of the addressee, when
tendered.
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7.8 Force Majeure. Neither party shall be liable to the other for
failure or delay in the performance of any obligations under this Agreement for
the time of and to the extent such failure or delay is caused by riots, civil
commotion, wars or hostilities between nations, governmental laws, orders, or
regulations, embargoes, actions by the government or any agency thereof, acts of
God, earthquakes, storms, fires, accidents, strikes, sabotages, explosions, or
other similar or different contingencies beyond the reasonable control of the
respective parties hereto.
7.9 Partial Invalidity. If any Section, provision, or clause thereof in
this Agreement shall be, found or be held to be invalid or unenforceable in any
jurisdiction in which this Agreement is being performed, the remainder of this
Agreement shall be valid and enforceable and the parties shall negotiate in good
faith, a substitute, valid and enforceable provision which most nearly effects
the parties' intent in entering into this Agreement.
7.10 Counterparts. This Agreement may be executed in two (2) or more
counterparts all of which, taken together, shall be regarded as one and the same
instrument.
7.11 Relationship of Parties. The parties hereto are licensor and
licensee. Nothing contained herein or done in pursuance of this Agreement shall
constitute either party the agent of the other party for any purpose or in any
sense whatsoever, or constitute the parties as partners or joint venturers.
7.12 Modification. No alteration, amendment, waiver, cancellation or any
other in any term or condition of this Agreement shall be valid or binding on
either party unless same shall have been mutually assented to in writing by both
parties.
7.13 Waiver. The failure of either party to enforce at any time the
provisions of this Agreement, or the failure to require at any time performance
by the other party of any of the provisions of this Agreement, shall in no way
be constituted to be a present or future waiver of such provisions, nor in any
way affect the validity of either party to enforce each and every provision
thereafter. The express waiver by either party of any provision, condition or
requirement of this Agreement shall not constitute a waiver of any future
obligation to comply with such provision, condition or requirement.
7.14 Entire Agreement. The terms and conditions herein constitute the
entire agreement between the parties and supersede all previous agreements and
understandings, whether oral or written, between the parties hereto with respect
to the subject matter hereof and no agreement or understanding varying or
extending the same shall be binding upon either party hereto unless in a written
document signed by the party to be bound thereby.
7.15 Section Headings. The section headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
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8. RELEASE
8.1 Censtor and TDK mutually release and forever discharge each other,
including all of its direct and indirect subsidiaries, servants, agents,
employees, and directors of Censtor and TDK, of and from any and all past claims
and causes of action of any and every character, including without limitation
claims for patent infringement for any and all of the patent and patent
applications included in section 1.1, which may have accrued up to the Effective
Date.
9. MOST FAVORED LICENSEE
9.1 Censtor agrees that, after the Effective Date, it will not grant to
any third party a license more favorable than this license to a similarly
situated licensee for a license of comparable scope. Evaluation of licenses will
take into account the royalty and payment terms, the relative volume of
potentially infringing products expected to be produced by the prospective
licensee, the field of use of the license, and any grant back of rights to
Censtor by the prospective licensee.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by duly authorized officers or representatives as of the date first above
written.
"CENSTOR": "TDK":
CENSTOR CORP. TDK CORPORATION
By: /s/ XXXXXX XXXXXX By: /s/ XXXXXXX XXXX
--------------------------- --------------------------
Name: Xxxxxx Xxxxxx Name: Xxxxxxx Xxxx
------------------------- ------------------------
Title: President Title: President
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EXHIBIT A (Censtor Patents & Applications)
PATENT # TITLE
4,423,450 Magnetic Head and Multitrack Transducer for Perpendicular
(CNR-343) Recording and Method of Fabricating
4,636,894 Recording Head Slider Assembly
(CNR-341)
4,751,598 Thin-Film Cross-Field Closed-Flux Anisotropic Electromagnetic
(CNR-001) Field Device
4,757,402 Slider Assembly for Supporting a Magnetic Head
(CNR-342)
4,860,139 Planarized Read/Write Head and Method
(CNR-304)
5,041,932 Integrated Magnetic Read/Write Head/Flexure/Conductor Structure
(CNR-309)
5,063,712 Micro-Burnishing Flex Head Structure
(CNR-310)
5,073,242 Method of Making Integrated Magnetic Read/Write Head/Flexure/
(CNR-309A) Conductor Structure
5,111,351 Integrated Magnetic Read/Write Head/Flexure/Conductor Structure
(CNR-309B)
5,163,218 Method of Making Integrated Magnetic Read/Write Head/Flexure/
(CNR-309C) Conductor Structure
5,174,012 Method of Making Integrated Magnetic Read/Write Head/Flexure/
(CNR-309D) Conductor Structure
5,396,388 Compact High-Speed Rotary Actuator and Transducer Assembly
(CNR-324) with Reduced Moment of Inertia and Mass-Balanced Structural
Overlap with Drive Motor and Organizing Method for the Same
5,625,515 Compact High-Speed Rotary Actuator and Transducer Assembly
(CNR-324A) with Reduced Moment of Inertia and Mass-Balanced Structural
Overlap with Drive Motor and Organizing Method for the Same
5,453,315 Unitary Micro-Flexure Structure and Method of Making
(CNR-313A)
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PATENT # TITLE
5,476,131 Unitary Micro-Flexure Structure and Method of Making
(CNR-313D)
5,483,025 Unitary Micro-Flexure Structure
(CNR-313CA)
5,490,027 Gimbaled Micro-Head/Flexure/Conductor Assembly and System
(CNR-322)
5,550,691 Size-Independent Rigid-Disk Magnetic Digital-Information
(CNR-321A) Storage System with Localized Read/Write Enhancements
5,557,488 Gimbaled Micro-Head/Flexure/Conductor Assembly and System
(CNR-322A)
5,632,669 Interactive Method for Lapping Transducers
(CNR-345)
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APPLICATION # TITLE
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CNR-321B Hard Disk Drive with Lightly Contacting Head
08/702,936 (Divisional of CNR-321A)
CNR-329 Transducer/Flexure/Conductor Structure for Electromagnetic
08/338,394 Read/Write System (CIP of CNR-309 & 321)
CNR-329A Head Structure for Electromagnetic Read/Write System
08/668,977 (Divisional of CNR-329, which is CIP of CNR-309 & 321)
CNR-329B Conductive Articulator Structure for Electromagnetic Read/Write System
08/669,950 (Divisional of CNR-329, which is CIP of CNR-309 & 321)
CNR-335 Contact Interface, System and Medium in Electromagnetic Read/Write
08/408,036 Rigid-Recording-Media Environment (CIP of CNR-311)
CNR-345 Interactive Device for Lapping Transducers
08/452,041
CNR-347 Durable, Low-Vibration, Dynamic-Contact Hard Disk Drive System
08/621,521 (CIP of 5,041,932)
CNR-348 Low Friction Sliding Hard Disk Drive System
08/515,140 (Continuation in part of CNR-335)
CNR-349 Contact Planar Ring Head
08/528,890 (Continuation in part of CNR-329)
CNR-350 Hard Disk Drive Having Ring Head Sliding on Perpendicular Media
08/577,493 (Continuation in part of CNR-349)
CNR-351 Contact MagnetoResistive Hard Disk Drive Head
08/725,296
CNR-354 Virtual Contact Hard Disk Drive with Planar Transducer
08/673,281
CNR-355 Stiffened Hinge for Reducing Torsional Vibration of a Suspension
08/705,798
CNR-358 Hard Disk Drive Having Contact Write and Recessed MagnetoResistive Read
08/778,566 Head
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APPLICATION # TITLE
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CNR-360 Hard Disk Drive with MagnetoResistive Head and Perpendicular Media
08/771,468 (Divisional of CNR-350)
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CENSTOR FOREIGN PATENTS
Patent No. Country Title
---------- ------- -----
2026871 Canada INTEGRATED MAGNETIC READ/WRITE HEAD/FLEXURE/CONDUCTOR STRUCTURE
(CNR 30901)
0430407 EPC INTEGRATED MAGNETIC READ/WRITE HEAD/FLEXURE/CONDUCTOR STRUCTURE
(CNR 30902)
2047563 Canada INTEGRATED MAGNETIC READ/WRITE HEAD/FLEXURE/CONDUCTOR STRUCTURE
(CNR 309C1)
0450226 EPC MICRO-BURNISHING FLEX HEAD STRUCTURE
(CNR 31002)
0000000 Japan MICRO-BURNISHING FLEX HEAD STRUCTURE
(CNR 31003)
0508565 EPC WEAR-RESISTANT HEAD FOR CONTACT READING AND WRITING MAGNETIC MEDIA
(CNR 31102) MAGNETIC MEDIA
0000000 Xxxxx RECORDING HEAD SLIDER ASSEMBLY
(CNR 34102)
0262655 EPC SLIDER ASSEMBLY FOR SUPPORTING A MAGNETIC HEAD
(CNR 34201)
0077832 EPC MULTITRACK TRANSDUCER FOR PERPENDICULAR RECORDING AND METHOD FOR FABRICATING
(CNR 34302)
0000000 Japan MAGNETIC HEAD AND MULTITRACK TRANSDUCER FOR PERPENDICULAR RECORDING AND METHOD OF FABRICATING
(CNR 34304)
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CENSTOR FOREIGN PATENT APPLICATIONS
App. No. Country Title
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2-281717 Japan INTEGRATED MAGNETIC READ/WRITE HEAD/FLEXURE/CONDUCTOR STRUCTURE
(CNR 30903)
00000/00 Xxxxx INTEGRATED MAGNETIC READ/WRITE HEAD/FLEXURE/CONDUCTOR STRUCTURE
(CNR 309C3)
2101097 Canada INTEGRATED MAGNETIC READ/WRITE HEAD/FLEXURE/CONDUCTOR STRUCTURE
(CNR 309G1)
93305811.7 EPC INTEGRATED MAGNETIC READ/WRITE HEAD/FLEXURE/CONDUCTOR STRUCTURE
(CNR 309G2)
2060669 Canada WEAR-RESISTANT HEAD FOR CONTACT READING AND WRITING MAGNETIC MEDIA
(CNR 31101)
00000/00 Xxxxx WEAR-RESISTANT HEAD FOR CONTACT READING AND WRITING MAGNETIC MEDIA
(CNR 31103)
2081511 Canada SIZE-INDEPENDENT, RIGID-DISK, MAGNETIC, DIGITAL-INFORMATION STORAGE
(CNR 32101) SYSTEM WITH LOCALIZED READ/WRITE ENHANCEMENTS
92309210.7 EPC SIZE-INDEPENDENT, RIGID-DISK, MAGNETIC, DIGITAL-INFORMATION STORAGE
(CNR 32102) SYSTEM WITH LOCALIZED READ/WRITE ENHANCEMENTS
000000/00 Xxxxx SIZE-INDEPENDENT, RIGID-DISK, MAGNETIC, DIGITAL-INFORMATION STORAGE
(CNR 32103) SYSTEM WITH LOCALIZED READ/WRITE ENHANCEMENTS
2081504 Canada GIMBALED MICRO-HEAD/FLEXURE/CONDUCTOR ASSEMBLY AND SYSTEM
(CNR 32201)
92309811.5 EPC GIMBALED MICRO-HEAD/FLEXURE/CONDUCTOR ASSEMBLY AND SYSTEM
(CNR 32202)
333657/92 Japan GIMBALED MICRO-HEAD/FLEXURE/CONDUCTOR ASSEMBLY AND SYSTEM
(CNR 32203)
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CENSTOR FOREIGN PATENT APPLICATIONS
App. No. Country Title
---------- ------- -----
2090543 Canada COMPACT, HIGH-SPEED, ROTARY ACTUATOR, AND TRANSDUCER ASSEMBLY WITH
(CNR 32401) REDUCED MOMENT OF INERTIA AND MASS-BALANCED STRUCTURAL OVERLAP WITH
DRIVE MOTOR, AND ORGANIZING METHOD FOR THE SAME
93301532.3 EPC COMPACT, HIGH-SPEED, ROTARY ACTUATOR
(CNR 32402)
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EXHIBIT B
EXISTING LICENSEES
o International Business Machines Corporation
o Kabool Electronics, Ltd.
o Denki Kagaku Kogyo Kabushiki Kaisha ("Denka")
o NEC Corporation
o Maxtor Corporation
o Read-Rite Corporation
o Western Digital Corporation
o Fujitsu Limited
o Hitachi, Ltd.
o LST
o Ministor
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EXHIBIT C
CENSTOR
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Tel. (000) 000-0000
Fax (000) 000-0000
January 16, 1996
Xx. Xxxxx X. Xxxxxxx
000 Xxxxxx Xxxxxx
Xxxxx Xxxx, XX 00000
Dear Xxxxx:
Let this serve to memorialize the agreement between yourself and Xxxxxx X.
Xxxxxxxxx, in which Censtor Corp. has transferred back to you ownership of
patent rights that may be granted on your invention entitled "Hidden Contact
Method" for electroplating, while Censtor will retain an irrevocable,
fully-paid, nonexclusive license to make, use, or sell the invention and the
right to sublicense this invention and any patents that result from this
invention. The invention, which was developed by you at Censtor, involves
providing electrical connections for electroplating via a number of conductive
prongs which xxxxxx an insulative gasket positioned around a wafer, the prongs
contacting the wafer with the gasket protecting the prongs from the
electroplating solution.
It is understood that you will prosecute a U.S. patent application for the
invention on your own time and with your own funds, with no help from Censtor.
It is also understood that no other rights are being relinquished by Censtor and
that this agreement does not apply to any other inventions or situations other
than that specifically delineated above. It is further understood that the
invention is to remain a trade secret belonging to Censtor, unless and until
issued as a U.S. patent or published as a foreign patent application.
Sincerely,
Understood and agreed to:
/s/ XXXXXXX XXXXXXXXXX
---------------------------- /s/ XXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxxxxx -----------------------------
President and CEO Xxxxx X. Xxxxxxx
16 January 1996
---------------------------- 1/18/96
Date: -----------------------------
Date:
