EXHIBIT 10.35
THE REGISTRANT HAS REQUESTED THAT CERTAIN PORTIONS OF THIS EXHIBIT BE GIVEN
CONFIDENTIAL TREATMENT. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED
WITH THE COMMISSION.
LICENSING AGREEMENT
DATED OCTOBER 10, 1998
BETWEEN C. XXXX XXXXXX AND C3, INC.
REDACTED--OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION AND IS
DENOTED HEREIN BY *****
LICENSING AGREEMENT
This LICENSING AGREEMENT is entered into effective as of the 10th day of October
1998 by and between C. Xxxx Xxxxxx ("Xxxx Xxxxxx") and C3, Inc. ("C3").
Whereas, Xxxx Xxxxxx has filed United States (U.S.) patent applications
regarding inventions related to wide-band gap semiconductors that have potential
advantages in certain gemstone applications ("THE TECHNOLOGY") and C3 is a
manufacturer of synthetic gemstones and gemological instrumentation, both
parties agree to the following terms and conditions:
1. Xxxx Xxxxxx agrees to grant C3 an irrevocable, exclusive and perpetual
license to manufacture gemstone products and gemological instrumentation
utilizing the following pending U.S. patent applications (as titled):
o *****
o *****
o *****
o *****
o *****
2. C3 agrees to pay the cost for filing, prosecution and maintenance of the
patent applications in the U.S. C3 may at its own expense file the patent
applications in foreign countries if Xxxx Xxxxxx elects not to pursue
foreign filings for any of the patent applications.
3. Xxxx Xxxxxx agrees not to grant licenses to any other entity to use THE
TECHNOLOGY for the manufacture of gemstone products and gemological
instrumentation. Xxxx Xxxxxx retains the right to use the inventions to
manufacture gemstone material for C3. In this circumstance, Xxxx Xxxxxx
agrees to sell material manufactured for use as gemstones or gemological
instrumentation exclusively to C3 at *****% gross margins (***** times
manufacturing cost).
4. C3 may elect to use the inventions itself or sublicense the inventions to
another supplier. C3 agrees to pay Xxxx Xxxxxx a royalty of *****% of its
net sales of gemstone products and gemological instrumentation
manufactured by C3 or its suppliers utilizing THE TECHNOLOGY.
5. C3 agrees to indemnify against and pay the cost of defending Xxxx Xxxxxx
from any infringement claims related to C3's use of THE TECHNOLOGY for
gemstone and gemological instrumentation or any other claim made against
Xxxx Xxxxxx related to his involvement (including any unpaid
non-contractual work) and ownership of C3 at any time previously and
through December 31, 2003.
REDACTED--OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION AND IS
DENOTED HEREIN BY *****
6. Xxxx Xxxxxx agrees to license to C3 under the same terms and conditions
all technology he develops that relates to the manufacture of gemstones
and gemological instrumentation through December 31, 2003.
7. Xxxx Xxxxxx agrees to assign this agreement to any designee as requested
in writing by an officer of C3.
Agreed and acknowledged by:
C3, Inc. Xxxx Xxxxxx
/s/ Xxxxxx X. Xxxxxx /s/ C. Xxxx Xxxxxx
_______________________ ________________________
Xxxxxx X. Xxxxxx X. Xxxx Xxxxxx
