Exclusive Patent and Know-How Final License Agreement dated as of May 24, 2006 between the Energy and Environmental Research Center Foundation and Advanced Biomass Gasification Technologies, Inc. ENERGY & ENVIRONMENTAL RESEARCH CENTER FOUNDATION...
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Exclusive
Patent and Know-How Final License Agreement
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Confidential
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Exhibit
10.6
Exclusive
Patent and Know-How Final License Agreement dated as of May 24, 2006 between
the
Energy and Environmental Research Center Foundation and Advanced Biomass
Gasification Technologies, Inc.
ENERGY
& ENVIRONMENTAL RESEARCH CENTER FOUNDATION
EXCLUSIVE
PATENT AND KNOW-HOW LICENSE AGREEMENT
ON
SMALL BIOMASS GASIFICATION
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Exclusive
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Confidential
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TABLE
OF CONTENTS
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RECITALS
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3
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1.
Definitions
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4
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2.
Grant of Rights
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7
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3.
LICENSEE Diligence Obligations
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9
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4.
Royalties and Payment Terms
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11
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5.
Reports and Records
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13
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6.
Patent Prosecution
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15
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7.
Infringement
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16
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8.
Indemnification and Insurance
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18
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9.
No Representations or Warranties
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20
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10.
Assignment
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20
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11.
General Compliance with Laws
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21
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12.
Termination
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22
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13.
Dispute Resolution
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23
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14.
Miscellaneous
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25
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APPENDIX
A
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00
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XXXXXXXX
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This
Agreement, effective as of the date set forth above the signatures of the
parties below (the “EFFECTIVE DATE”), is between the Energy & Environmental
Research Center Foundation (“LICENSOR”), a nonprofit foundation incorporated
under the laws of North Dakota, EERC Foundation, 00 Xxxxx 00xx Xxxxxx, XX
Xxx
0000, Xxxxx Xxxxx, XX 00000-0000, and Advanced Biomass Gasification
Technologies, Inc. (ABGT* ),
a
wholly owned subsidiary of UTEK Corporation (“LICENSEE”), a Florida corporation,
with a principal place of business at 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx Xxxx,
Xxxxxxx 00000.
RECITALS
WHEREAS,
LICENSOR is the owner by assignment, subject to North Dakota statutory law
and
policies of the University of North Dakota (“UND”), of certain INTELLECTUAL
PROPERTY (as later defined herein) relating to LICENSOR Case Nos. IP 05-020,
“Biomass Gasification System”; IP 06-004, “Method and Apparatus for Supply of
Low-Btu Gas to an Engine Generator”; and IP 06-005, “Wet Solids Removal and
Separation System from a Gasifier,” all developed by the University of North
Dakota Energy & Environmental Research Center (“EERC”), a nonprofit
department of UND, and LICENSOR has the right to grant licenses under said
INTELLECTUAL PROPERTY;
WHEREAS,
LICENSOR desires to have the INTELLECTUAL PROPERTY developed and commercialized
to benefit the public and is willing to grant a license thereunder;
WHEREAS,
LICENSEE has represented to LICENSOR, to induce LICENSOR to enter into this
Agreement, that LICENSEE shall commit itself to a thorough, vigorous, and
diligent program of exploiting the INTELLECTUAL PROPERTY so that public
utilization shall result therefrom; and
* ABGT
intends to be acquired within 30 days of consummating this license agreement.
All terms would remain in effect on the acquiring company after the acquisition
is complete. This Draft License Agreement is for discussion purposes only
and in
no way binds either party to any term presented herein unless and until agreed
to under a fully executed agreement.
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WHEREAS,
LICENSEE desires to obtain a license under the INTELLECTUAL PROPERTY upon
the
terms and conditions hereinafter set forth.
WHEREAS,
both
the
LICENSOR and LICENSEE understand and approve the pending acquisition of the
LICENSEE by a third party within thirty (30) days of the EFFECTIVE DATE of
this
Agreement. All rights and obligations will remain the same after the acquisition
is completed.
NOW,
THEREFORE, LICENSOR and LICENSEE hereby agree as follows.
1.
DEFINITIONS.
1.1
“ASSOCIATE
”
shall
mean any legal entity (such as a corporation, partnership, or limited liability
company) that either controls or is controlled by LICENSEE. For the purposes
of
this definition, the term “control” means (i) beneficial ownership of at least
fifty percent (50%) of the voting securities of a corporation or other business
organization with voting securities or (ii) a fifty percent (50%) or greater
interest in the net assets or profits of a partnership or other business
organization without voting securities.
1.2
“EXCLUSIVE
PERIOD”
shall
mean the period of time set forth in Section 2.5.
1.3
“FIELD”
shall
mean Lignin and Biomass Feedstock Gasification in Imbert gasifiers
of up to 10 megawatt thermal.
1.4
“LICENSED
PRODUCT”
shall
mean any service, product, or part thereof that:
(i) Absent
the license granted hereunder, would infringe one or more claims of the PATENT
RIGHTS; or
(ii) Is
manufactured by using a LICENSED PROCESS or that, when used, practices a
LICENSED PROCESS; or
(iii) Uses
TECHNICAL INFORMATION.
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1.5
“LICENSED
PROCESS”
shall
mean any process that, absent the license granted hereunder, would infringe
one
or more claims of the PATENT RIGHTS, or which uses TECHNICAL INFORMATION,
or
which uses a LICENSED PRODUCT.
1.6
“NET
SALES”
shall
mean the gross amount billed by LICENSEE and its ASSOCIATE S and SUBLICENSEES
for LICENSED PRODUCTS and LICENSED PROCESSES, less the following:
(i)
Customary trade, quantity, or cash discounts to the extent actually allowed
and
taken;
(ii)
Amounts repaid or credited by reason of rejection or return;
(iii)
To
the extent separately stated on purchase orders, invoices, or other documents
of
sale, any taxes or other governmental charges levied on the production, sale,
transportation, delivery, or use of a LICENSED PRODUCT or LICENSED PROCESS
which
is paid by or on behalf of LICENSEE; and
(iv)
Outbound transportation costs prepaid or allowed and costs of insurance in
transit.
No
deductions shall be made for commissions paid to individuals whether they
be
with independent sales agencies or regularly employed by LICENSEE and on
its
payroll, or for cost of collections. NET SALES shall occur on the date of
billing for a LICENSED PRODUCT or LICENSED PROCESS. If a LICENSED PRODUCT
or a
LICENSED PROCESS is distributed at a discounted price that is substantially
lower than the customary price charged by LICENSEE, or distributed for noncash
consideration (whether or not at a discount), NET SALES shall be calculated
based on the nondiscounted amount of the LICENSED PRODUCT or LICENSED PROCESS
charged to an independent third party during the same REPORTING PERIOD or,
in
the absence of such sales, on the fair market value of the LICENSED PRODUCT
or
LICENSED PROCESS.
Nonmonetary
consideration shall not
be
accepted by LICENSEE, any ASSOCIATE , or any SUBLICENSEE for any LICENSED
PRODUCTS or LICENSED PROCESSES without the prior written consent of
LICENSOR.
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1.7
“NET
SAVINGS”
shall
mean the net amount saved by a customer of the LICENSEE and its ASSOCIATE
S and
SUBLICENSEES if electricity or fuel cost or waste disposal cost have been
reduced by use of LICENSED PRODUCTS and LICENSED PROCESSES.
1.8
“INTELLECTUAL
PROPERTY”
shall
mean any of the PATENT RIGHTS, TECHNICAL INFORMATION, and IMPROVEMENTS.
1.9
“PATENT
RIGHTS”
shall
mean all patents and patent applications, all divisions, substitutions,
continuations, continuations-in-part, reissues, reexaminations, and extensions
thereof, together with any foreign counterpart thereof and patents issuing
thereon derived from or claiming the priority of the U.S. provisional patent
applications listed on Appendix A.
1.10
“TECHNICAL
INFORMATION”
shall
mean all
unpublished research and development information, unpatented inventions,
know-how, trade secrets, technical data, software, financial data, agreements,
and marketing information related to suppliers, contractors, and customers
and
in the possession of the LICENSOR at the EFFECTIVE DATE of this Agreement
that
are reasonably necessary to produce LICENSED PRODUCTS and that the LICENSOR
has
the right to provide to the LICENSEE listed
in
Appendix A.
TECHNICAL
INFORMATION is considered confidential if it qualifies as confidential under
the
open records laws of the state of North Dakota. North Dakota law provides
that
trade secret, proprietary, commercial, and financial information is confidential
if it is of a privileged nature and has not been previously publicly
disclosed.
1.11
“IMPROVEMENTS”
shall
mean any patented modification of a device, method, or product described
in the
PATENT RIGHTS, provided such a modification, if unlicensed, would infringe
one
or more claims of the issued PATENT RIGHTS.
1.12
“REPORTING
PERIOD”
shall
begin on the first day of each calendar quarter and end on the last day of
such
calendar quarter.
1.13
“SUBLICENSE
INCOME”
shall
mean any payments that LICENSEE or an ASSOCIATE receives from a SUBLICENSEE
in
consideration of the sublicense of the rights granted LICENSEE and ASSOCIATE
S under
Section 2.1, including without limitation license fees, milestone payments,
license maintenance fees, and other payments,
but
specifically excluding royalties on NET SALES.
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1.14
“SUBLICENSEE”
shall
mean any non-ASSOCIATE sublicensee of the rights granted LICENSEE under Section
2.1.
1.15
“TERM”
shall
mean the term of this Agreement, which shall commence on the EFFECTIVE DATE
and
shall remain in effect until the longer of 20 years or the life of the
INTELLECTUAL PROPERTY.
1.16
“TERRITORY”
shall
mean worldwide.
2.
GRANT OF RIGHTS.
2.1
License
Grants.
Subject
to the terms of this Agreement, LICENSOR hereby grants to LICENSEE and its
ASSOCIATE S for the TERM a royalty-bearing license under the INTELLECTUAL
PROPERTY to develop, make, have made, use, sell, offer to sell, lease, and
import LICENSED PRODUCTS in the FIELD in the TERRITORY and to develop and
perform LICENSED PROCESSES in the FIELD in the TERRITORY.
2.2
Disclosure
of Technical Information to LICENSEE.
LICENSOR, within ninety (90) days after the EFFECTIVE DATE of this Agreement,
will make available to LICENSEE for its use TECHNICAL INFORMATION. LICENSOR
agrees to disclose to LICENSEE, upon execution of this Agreement, LICENSOR’s
pending U.S. patent applications identified in Appendix A
of
this
Agreement.
2.3
Confidentiality
of Technical Information.
LICENSEE will not disclose any confidential TECHNICAL INFORMATION furnished
by
LICENSOR pursuant to Section 2.2 above to third parties during the term of
this
Agreement, or any time thereafter, provided, however, that disclosure may
be
made of any such TECHNICAL INFORMATION at any time 1) with the prior written
consent of LICENSOR or 2) to the extent necessary to purchasers of LICENSEE’s
products or services or 3) is part of a sublicense or 4) after it has become
public through no fault of LICENSEE or purchasers of LICENSEE’s products or
services. To the extent that any such TECHNICAL INFORMATION is disclosed
to
ASSOCIATE S, SUBLICENSEE, or purchasers of LICENSEE’s products or services,
LICENSEE will impose the obligations contained in this Article on all such
parties and inform the LICENSOR of the disclosure.
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2.4
Term
of Use of Technical Information.
LICENSEE will not use any TECHNICAL INFORMATION furnished by LICENSOR other
than
for providing LICENSED PRODUCTS or LICENSED PROCESSES and only during the
EXCLUSIVE PERIOD of this Agreement, provided, however, that other use of
such
TECHNICAL INFORMATION may be made 1) with the prior written consent of LICENSOR
or 2) after it has become public through no fault of LICENSEE, ASSOCIATE
S,
SUBLICENSEE, or purchasers of LICENSEE’s products or services.
2.5
Exclusivity.
In
order to establish an exclusive period for LICENSEE, LICENSOR agrees that
it
shall not grant any other license to make, have made, use, sell, lease, and
import LICENSED PRODUCTS in the FIELD in the TERRITORY or to perform LICENSED
PROCESSES in the FIELD in the TERRITORY during the period of time commencing
on
the EFFECTIVE DATE and terminating after 2012. Thereafter, exclusivity will
automatically be renewed for the following year on a country-by-country basis
if
the royalty payments from that country reach at least fifty
thousand dollars
($50,000) on an annual basis. For example, if in the year 2012 at least
fifty
thousand dollars
($50,000) in royalty payments were generated, the exclusive license will
continue for that country for the following year, 2013. Otherwise, the license
granted hereunder shall become nonexclusive and shall extend to the end of
the
TERM, unless sooner terminated as provided in this Agreement.
2.6
Sublicenses.
LICENSEE shall have the right to grant sublicenses of its rights under Sections
2.1-2.5 only during the EXCLUSIVE PERIOD. Such sublicenses may extend past
the
expiration date of the EXCLUSIVE PERIOD, but any exclusivity of such sublicense
shall expire upon the expiration of the EXCLUSIVE PERIOD. LICENSEE shall
incorporate terms and conditions into its sublicense agreements sufficient
to
enable LICENSEE to comply with this Agreement. LICENSEE shall promptly furnish
LICENSOR with a fully signed photocopy of any sublicense agreement. Upon
termination of this Agreement for any reason, any SUBLICENSEE not then in
default shall have the right to seek a license from LICENSOR. LICENSOR agrees
to
negotiate such licenses in good faith under reasonable terms and
conditions.
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2.7
U.S.
Manufacturing.
LICENSEE agrees that any LICENSED PRODUCTS used or sold in the United States
will be manufactured substantially in the United States. LICENSEE agrees
to use
commercially reasonable efforts to utilize the EERC and its partners in North
Dakota.
2.8
Retained
Rights.
(a)
LICENSOR.
LICENSOR retains the right for the EERC to practice under the INTELLECTUAL
PROPERTY for research, development, teaching, and educational purposes.
(b)
Federal
Government.
LICENSEE acknowledges that the U.S. federal government retains a royalty-free,
nonexclusive, nontransferable license to practice any government-funded
invention claimed under the INTELLECTUAL PROPERTY as set forth in 35 U.S.C.
§§ 201-211 and the regulations promulgated thereunder, as amended, or any
successor statutes or regulations.
2.9
No
Additional Rights.
Nothing
in this Agreement shall be construed to confer any rights upon LICENSEE by
implication, estoppel, or otherwise as to any technology or patent rights
of
LICENSOR or any other entity other than the INTELLECTUAL PROPERTY, regardless
of
whether such technology or patent rights shall be dominant or subordinate
to any
INTELLECTUAL PROPERTY.
3.
LICENSEE DILIGENCE OBLIGATIONS.
3.1
Diligence
Requirements.
LICENSEE shall use diligent efforts, and shall cause its ASSOCIATE S and
SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS or LICENSED
PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the
commercial market; thereafter, LICENSEE or its ASSOCIATE S or SUBLICENSEES
shall
make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the
public.
Specifically, LICENSEE or ASSOCIATE or SUBLICENSEE shall fulfill the following
obligations:
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(a)
At
the
EFFECTIVE DATE, LICENSEE shall enter an agreement with the EERC in order
to
demonstrate the LICENSED PRODUCT, specifying to LICENSOR the number of staff
and
other resources to be devoted to such commercialization effort.
(b)
Within
sixty (60) days after December 31 and after June 30, there will be a semiannual
face-to-face meeting between representatives from the LICENSEE and the LICENSOR
to discuss progress and commercialization plans during the first three (3)
years
after the EFFECTIVE DATE. Thereafter, such a meeting will be held annually
within sixty (60) days after the end of each calendar year.
(c) LICENSEE
will contract with the EERC exclusively for research, development, and
demonstration on the Biomass Gasification System for a period of at least
thirty-six (36) months after the EFFECTIVE DATE.
(d) LICENSEE
shall complete long-term testing at the pilot stage by December 31,
2008.
(e) LICENSEE
shall make a first commercial sale of a LICENSED PRODUCT on or before June
30,
2009.
(f) LICENSEE
shall make NET SALES according to the following schedule:
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2009
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$
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500,000;
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2010
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$
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2,000,000;
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2011
and each year thereafter
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$
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5,000,000.
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(g) LICENSEE
consults with the EERC or an agreed-upon third party that verifies technical
conformance of the installation with the technology. There is a minimum
requirement for consulting after the completion of every new design and prior
to
start-up of a new installation.
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In
the
event that LICENSOR determines that LICENSEE (or an ASSOCIATE or SUBLICENSEE)
has failed to fulfill any of its obligations under this Section 3.1, then
LICENSOR may treat such failure as a material breach in accordance with Section
12.3(b).
4.
ROYALTIES AND PAYMENT TERMS.
4.1
Consideration
for Grant of Rights.
(a)
License
Issue Fee and Patent Cost Reimbursement.
LICENSEE shall pay to LICENSOR on the EFFECTIVE DATE a license issue fee
of
fifty
thousand dollars
($50,000).
(b) License
Maintenance Fees.
LICENSEE shall pay to LICENSOR the following license maintenance fees on
the
dates set forth below:
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[January
1, 2007]
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[$
10,000]
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[January
1, 2008]
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[$
10,000]
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[January
1, 2009]
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[$
25,000]
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[January
1, 2010]
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[$
50,000]
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[and
each January 1 of
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every
year thereafter]
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[$100,000]
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This
annual license maintenance fee is nonrefundable; however, the running royalties
due on NET SALES paid during the previous 12-month period, if any, may be
credited to the license maintenance fee. License maintenance fees paid in
excess
of running royalties due
in such
12-month period shall not be creditable to amounts due for future
years.
(c) Running
Royalties.
LICENSEE shall pay to LICENSOR a running royalty of two
percent
(2.0%)
on NET SALES of equipment by LICENSEE, ASSOCIATES and SUBLICENSEES, one
quarter of one percent
(1/4% or
0.25%) on NET SALES or NET SAVINGS of electricity and/or fuel by customer
of
LICENSEE and ASSOCIATES, and four
percent
(4.0 %)
on NET SALES of service fee income by LICENSEE and ASSOCIATES. Running royalties
shall be payable for each REPORTING PERIOD and shall be due to LICENSOR within
sixty (60) days of the end of each REPORTING PERIOD.
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(d) Sharing
of SUBLICENSE INCOME.
LICENSEE shall pay LICENSOR a total of thirty-five
percent
(35%) of
all SUBLICENSE INCOME received by LICENSEE or ASSOCIATES, excluding running
royalties on NET SALES of equipment of SUBLICENSEES. If LICENSOR brings a
SUBLICENSEE to LICENSEE, then LICENSEE shall pay LICENSOR fifty
percent
(50%) of
all SUBLICENSE INCOME received by LICENSEE or ASSOCIATES, excluding running
royalties on NET SALES of equipment of SUBLICENSEES. Such amount shall be
payable for each REPORTING PERIOD and shall be due to LICENSOR within sixty
(60)
days of the end of each REPORTING PERIOD.
(e) No
Multiple Royalties.
If the
manufacture, use, lease, or sale of any LICENSED PRODUCT or the performance
of
any LICENSED PROCESS is covered by more than one of the PATENT RIGHTS, multiple
royalties shall not
be
due.
4.2
Payments.
(a) Method
of Payment.
All
payments under this Agreement should be made payable to “Energy &
Environmental Research Center Foundation” and sent to the address identified in
Section 14.1. Each payment should reference this Agreement and identify the
obligation under this Agreement that the payment satisfies.
(b)
Payments
in U.S. Dollars.
All
payments due under this Agreement shall be drawn on a United States bank
and
shall be payable in United States dollars. Conversion of foreign currency
to
U.S. dollars shall be made at the conversion rate existing in the United
States
(as reported in the Wall
Street Journal)
on the
last working day of the calendar quarter of the applicable REPORTING PERIOD.
Such payments shall be without deduction of exchange, collection, or other
charges, and, specifically, without deduction of withholding or similar taxes
or
other government imposed fees or taxes, except as permitted in the definition
of
NET SALES.
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(c)
Late
Payments.
Any
payments by LICENSEE that are not paid on or before the date such payments
are
due under this Agreement shall bear interest, to the extent equal to the
lesser
of the maximum permitted by law or five percentage points (5%) above the
Prime
Rate of interest as reported in the Wall
Street Journal
on the
date payment is due.
5.
REPORTS AND RECORDS.
5.1
Frequency
of Reports.
(a) Before
First Commercial Sale.
Prior
to the first commercial sale of any LICENSED PRODUCT or first commercial
performance of any LICENSED PROCESS, LICENSEE shall deliver semiannual reports
to LICENSOR, within sixty (60) days after December 31 and after June 30,
containing information concerning the immediately preceding REPORTING PERIOD,
as
further described in Section 5.2, and the future commercial development and
marketing activities on a client base.
(b) Upon
First Commercial Sale of a LICENSED PRODUCT or Commercial Performance of
a
LICENSED PROCESS.
LICENSEE shall report to LICENSOR the date of first commercial sale of a
LICENSED PRODUCT and the date of first commercial performance of a LICENSED
PROCESS within sixty (60) days of occurrence in each country.
(c) After
First Commercial Sale.
After
the first commercial sale of a LICENSED PRODUCT or first commercial performance
of a LICENSED PROCESS, LICENSEE shall deliver reports to LICENSOR within
sixty
(60) days of the end of each REPORTING PERIOD, containing information concerning
the immediately preceding REPORTING PERIOD, as further described in
Section 5.2.
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5.2
Content
of Reports and Payments.
Each
report delivered by LICENSEE to LICENSOR shall contain at least the following
information for the immediately preceding REPORTING PERIOD:
(i)
The
number of LICENSED PRODUCTS sold, leased, or distributed by LICENSEE, its
ASSOCIATES, and SUBLICENSEES to independent third parties in each country,
and,
if applicable, the number of LICENSED PRODUCTS used by LICENSEE, its ASSOCIATES,
and SUBLICENSEES in the provision of services in each country;
(ii)
A
description of LICENSED PROCESSES performed by LICENSEE, its ASSOCIATES,
and
SUBLICENSEES in each country as may be pertinent to a royalty accounting
hereunder;
(iii)
The
gross price charged by LICENSEE, its ASSOCIATES, and SUBLICENSEES for each
LICENSED PRODUCT and, if applicable, the gross price charged for each LICENSED
PRODUCT used to provide services in each country; and the gross price charged
for each LICENSED PROCESS performed by LICENSEE, its ASSOCIATES, and
SUBLICENSEES in each country;
(iv)
Calculation of NET SALES for the applicable REPORTING PERIOD in each country,
including a listing of applicable deductions;
(v)
Total
royalty payable on NET SALES in U.S. dollars, together with the exchange
rates
used for conversion;
(vi)
The
amount of SUBLICENSE INCOME received by LICENSEE from each SUBLICENSEE and
the
amount due to LICENSOR from such SUBLICENSE INCOME, including an itemized
breakdown of the sources of income comprising the SUBLICENSE INCOME;
and
(vii)
The
number of sublicenses entered into for the PATENT RIGHTS, LICENSED PRODUCTS,
and/or LICENSED PROCESSES.
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If
no
amounts are due to LICENSOR for any REPORTING PERIOD, the report shall so
state
and give a forecast which amounts are expected.
5.3
Financial
Statements.
On or
before the ninetieth (90th) day following the close of LICENSEE’s fiscal year,
LICENSEE shall provide LICENSOR with LICENSEE’s financial statements for the
preceding fiscal year including, at a minimum, a balance sheet and an income
statement, certified by LICENSEE’s treasurer or chief financial officer or by an
independent auditor.
5.4
Records.
LICENSEE shall maintain, and shall cause its ASSOCIATES and SUBLICENSEES
to
maintain, complete and accurate records relating to the rights and obligations
under this Agreement and any amounts payable to LICENSOR in relation to this
Agreement, which records shall contain sufficient information to permit LICENSOR
to confirm the accuracy of any reports delivered to LICENSOR and compliance
in
other respects with this Agreement. The relevant party shall retain such
records
for at least five (5) years following the end of the calendar year to which
they
pertain, during which time LICENSOR, or LICENSOR’s appointed agents, shall have
the right, at LICENSOR’s expense, to inspect such records during normal business
hours to verify any reports and payments made or compliance in other respects
under this Agreement. In the event that any audit performed under this Section
reveals an underpayment in excess of five percent (5%), LICENSEE shall bear
the
full cost of such audit and shall remit any amounts due to LICENSOR within
thirty (30) days of receiving notice thereof from LICENSOR.
6.
PATENT PROSECUTION.
6.1
Responsibility
for PATENT RIGHTS.
LICENSOR shall prepare, file, prosecute, and maintain all of the PATENT RIGHTS.
LICENSEE shall have reasonable opportunities to advise LICENSOR and shall
cooperate with LICENSOR in such filing, prosecution, and maintenance.
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6.2
International
(non-United States) Filings.
Appendix
B
is a
list of countries in which patent applications corresponding to the United
States patent applications listed in Appendix
A
shall be
filed, prosecuted, and maintained. Appendix
B
may be
amended by mutual agreement of LICENSEE and LICENSOR.
6.3
Payment
of Expenses.
Payment
of all fees and costs, including attorneys fees, relating to the filing,
prosecution, and maintenance of the PATENT RIGHTS shall be the responsibility
of
LICENSEE after the EFFECTIVE DATE. LICENSEE shall reimburse all amounts due
pursuant to this Section within thirty (30) days of invoicing; late payments
shall accrue interest pursuant to Section 4.2(c). In all instances, LICENSOR
shall pay the fees prescribed for large entities to the United States Patent
and
Trademark Office.
7.
INFRINGEMENT.
7.1
Notification
of Infringement.
Each
party agrees to provide written notice to the other party promptly after
becoming aware of any infringement of the PATENT RIGHTS.
7.2
Right
to Prosecute Infringements.
(a) LICENSEE
Right to Prosecute.
So long
as LICENSEE remains the exclusive licensee of the PATENT RIGHTS in the FIELD
in
the TERRITORY, LICENSEE, to the extent permitted by law, shall have the right,
under its own control and at its own expense, to prosecute any third party
infringement of the PATENT RIGHTS in the FIELD in the TERRITORY, subject
to
Sections 7.4 and 7.5. If required by law, LICENSOR shall permit any action
under this Section to be brought in its name, including being joined as a
party-plaintiff, provided that LICENSEE shall hold LICENSOR harmless from,
and
indemnify LICENSOR against, any costs, expenses, or liability that LICENSOR
incurs in connection with such action.
Prior
to
commencing any such action, LICENSEE shall consult with LICENSOR and shall
consider the views of LICENSOR regarding the advisability of the proposed
action
and its effect on the public interest. LICENSEE shall not enter into any
settlement, consent judgment, or other voluntary final disposition of any
infringement action under this Section without the prior written consent
of
LICENSOR.
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(b) LICENSOR
Right to Prosecute.
In the
event that LICENSEE is unsuccessful in persuading the alleged infringer to
desist or fails to have initiated an infringement action within a reasonable
time after LICENSEE first becomes aware of the basis for such action, LICENSOR
shall have the right, at its sole discretion, to prosecute such infringement
under its sole control and at its sole expense, and any recovery obtained
shall
belong to LICENSOR.
7.3
Declaratory
Judgment Actions.
In the
event that a declaratory judgment action is brought against LICENSOR or LICENSEE
by a third party alleging invalidity, unenforceability, or noninfringement
of
the PATENT RIGHTS, LICENSOR, at its option, shall have the right within twenty
(20) days after commencement of such action to take over the sole defense
of the
action at its own expense. If LICENSOR does not exercise this right, LICENSEE
may take over the sole defense of the action at LICENSEE’s sole expense, subject
to Sections 7.4 and 7.5.
7.4
Offsets.
LICENSEE may offset a total of fifty percent (50%) of any expenses incurred
under Sections 7.2 and 7.3 against any payments due to LICENSOR under Article
4,
provided that in no event shall such payments under Article 4, when aggregated
with any other offsets and credits allowed under this Agreement, be reduced
by
more than fifty percent (50%) in any REPORTING PERIOD.
7.5
Recovery.
Any
recovery obtained in an action brought by LICENSEE under Sections 7.2 or
7.3 shall be distributed as follows: (i) each party shall be reimbursed for
any
expenses excluding attorney fees incurred in the action (including the amount
of
any royalty or other payments withheld from LICENSOR as described in Section
7.4); (ii) as to ordinary damages reduced by any attorney fees and expenses
in
(i) above, LICENSEE shall receive an amount equal to its lost profits or
a
reasonable royalty on the infringing sales, or whichever measure of damages
the
court shall have applied, and LICENSEE shall pay to LICENSOR based upon such
amount a reasonable approximation of the royalties and other amounts that
LICENSEE would have paid to LICENSOR if LICENSEE had sold the infringing
products, processes, and services rather than the infringer; and (iii) as
to any
other damages including special or punitive damages, the parties shall share
equally in any award.
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7.6
Cooperation.
Each
party agrees to cooperate in any action under this Article which is controlled
by the other party, provided that the controlling party reimburses the
cooperating party promptly for any costs and expenses incurred by the
cooperating party in connection with providing such assistance.
7.7
Right
to Sublicense.
So long
as LICENSEE remains the exclusive licensee of the PATENT RIGHTS in the FIELD
in
the TERRITORY, LICENSEE shall have the sole right to sublicense any alleged
infringer in the FIELD in the TERRITORY for future use of the PATENT RIGHTS
in
accordance with the terms and conditions of this Agreement relating to
sublicenses. Any up-front fees as part of such sublicense shall be shared
equally between LICENSEE and LICENSOR; other revenues to LICENSEE pursuant
to
such sublicense shall be treated as set forth in Article 4.
8.
INDEMNIFICATION AND INSURANCE.
8.1
Indemnification.
(a)
Indemnity.
LICENSEE shall indemnify, defend, and hold harmless LICENSOR, the EERC, and
its
trustees, officers, faculty, students, employees, and agents and their
respective successors, heirs, and assigns (the “Indemnitees”), against any
liability, damage, loss, or expense (including reasonable attorney fees and
expenses) incurred by or imposed upon any of the Indemnitees in connection
with
any claims, suits, actions, demands, or judgments arising out of any theory
of
liability (including without limitation actions in the form of tort, warranty,
or strict liability and regardless of whether such action has any factual
basis)
concerning any product, process, or service that is made, used, sold, imported,
or performed pursuant to any right or license granted under this
Agreement.
(b)
Procedures.
The
Indemnitees agree to provide LICENSEE with prompt written notice of any claim,
suit, action, demand, or judgment for which indemnification is sought under
this
Agreement. LICENSEE agrees, at its own expense, to provide attorneys reasonably
acceptable to LICENSOR to defend against any such claim. The Indemnitees
shall
cooperate fully with LICENSEE in such defense and will permit LICENSEE to
conduct and control such defense and the disposition of such claim, suit,
or
action (including all decisions relative to litigation, appeal, and settlement);
provided, however, that any Indemnitee shall have the right to retain its
own
counsel, at the expense of LICENSEE, if representation of such Indemnitee
by the
counsel retained by LICENSEE would be inappropriate because of actual or
potential differences in the interests of such Indemnitee and any other party
represented by such counsel. LICENSEE agrees to keep LICENSOR informed of
the
progress in the defense and disposition of such claim and to consult with
LICENSOR with regard to any proposed settlement.
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8.2
Insurance.
LICENSEE shall obtain and carry in full force and effect commercial general
liability insurance, including product liability and errors and omissions
insurance which shall protect LICENSEE and Indemnitees with respect to events
covered by Section 8.1(a) above. Such insurance (i) shall be issued by an
insurer licensed to practice in the state of North Dakota or an insurer
preapproved by LICENSOR and the EERC, such approval not to be unreasonably
withheld; (ii) shall list LICENSOR as an additional insured thereunder; (iii)
shall be endorsed to include product liability coverage; and (iv) shall require
thirty (30) days’ written notice to be given to LICENSOR prior to any
cancellation or material change thereof. The limits of such insurance shall
not
be less than One Million Dollars ($1,000,000) per occurrence with an aggregate
of Three Million Dollars ($3,000,000) for bodily injury including death;
One
Million Dollars ($1,000,000) per occurrence with an aggregate of Three Million
Dollars ($3,000,000) for property damage; and One Million Dollars ($1,000,000)
per occurrence with an aggregate of Three Million Dollars ($3,000,000) for
errors and omissions. In the alternative, LICENSEE may self-insure subject
to
prior approval of LICENSOR. LICENSEE shall provide LICENSOR with Certificates
of
Insurance evidencing compliance with this Section. LICENSEE shall continue
to
maintain such insurance or self-insurance after the expiration or termination
of
this Agreement during any period in which LICENSEE or any ASSOCIATE or
SUBLICENSEE continues (i) to make, use, or sell a product that was a LICENSED
PRODUCT under this Agreement or (ii) to perform a service that was a LICENSED
PROCESS under this Agreement, and thereafter for a period of five (5) years.
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9.
NO
REPRESENTATIONS OR WARRANTIES.
EXCEPT
AS
MAY OTHERWISE BE EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR OR THE EERC
MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE INTELLECTUAL
PROPERTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, VALIDITY
OF
PATENT RIGHTS CLAIMS, WHETHER ISSUED OR PENDING, AND THE ABSENCE OF LATENT
OR
OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. Specifically, and not to limit
the
foregoing, LICENSOR or the EERC make no warranty or representation
(i) regarding the validity or scope of the PATENT RIGHTS and (ii) that
the exploitation of the PATENT RIGHTS or any LICENSED PRODUCT or LICENSED
PROCESS will not infringe any patents or other intellectual property rights
of
LICENSOR or of a third party.
IN
NO
EVENT SHALL LICENSOR, THE EERC, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES,
AND ASSOCIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND,
INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS
OF
WHETHER LICENSOR SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN
FACT
SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING.
10.
ASSIGNMENT.
This
Agreement is personal to LICENSEE and no rights or obligations may be assigned
by LICENSEE without the prior written consent of LICENSOR. LICENSOR shall
have
the right to terminate this Agreement immediately upon written notice to
LICENSEE upon a purchase of a majority of LICENSEE’s outstanding voting
securities in a single transaction by a third party without LICENSOR’s prior
written consent.
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11.
GENERAL COMPLIANCE WITH LAWS..
11.1
Compliance
with Laws.
LICENSEE shall use reasonable commercial efforts to comply with all commercially
material local, state, federal, and international laws and regulations relating
to the development, manufacture, use, and sale of LICENSED PRODUCTS and LICENSED
PROCESSES.
11.2
Export
Control.
LICENSEE and its ASSOCIATES and SUBLICENSEES shall comply with all United
States
laws and regulations controlling the export of certain commodities and technical
data, including without limitation all Export Administration Regulations
of the
United States Department of Commerce. Among other things, these laws and
regulations prohibit or require a license for the export of certain types
of
commodities and technical data to specified countries. LICENSEE hereby gives
written assurance that it will comply with, and will cause its ASSOCIATES
and
SUBLICENSEES to comply with, all United States export control laws and
regulations, that it bears sole responsibility for any violation of such
laws
and regulations by itself or its ASSOCIATES or SUBLICENSEES, and that it
will
indemnify, defend, and hold LICENSOR harmless (in accordance with Section
8.1)
for the consequences of any such violation.
11.3
Nonuse
of LICENSOR Name.
LICENSEE and its ASSOCIATES and SUBLICENSEES shall not use the name of “Energy
& Environmental Research Center,” “University of North Dakota,” or any
variation, adaptation, or abbreviation thereof, or of any of its trustees,
officers, faculty, students, employees, or agents, or any trademark owned
by
LICENSOR, the EERC, or UND, or any terms of this Agreement in any promotional
material or other public announcement or disclosure without the prior written
consent of LICENSOR and, where appropriate, UND. The foregoing notwithstanding,
without the consent of LICENSOR, LICENSEE may state that it is licensed by
LICENSOR under one or more of the patents and/or patent applications comprising
the PATENT RIGHTS.
11.4
Marking
of LICENSED PRODUCTS.
To the
extent commercially feasible and consistent with prevailing business practices,
LICENSEE shall xxxx, and shall cause its ASSOCIATES and SUBLICENSEES to xxxx,
all LICENSED PRODUCTS that are manufactured or sold under this Agreement
with
the number of each issued patent under the PATENT RIGHTS that apply to such
LICENSED PRODUCT.
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12.
TERMINATION.
12.1
Voluntary
Termination by LICENSEE.
LICENSEE shall have the right to terminate this Agreement, for any reason,
(i)
upon at least six (6) months prior written notice to LICENSOR, such notice
to
state the date at least six (6) months in the future upon which termination
is
to be effective and (ii) upon payment of all amounts due to LICENSOR through
such termination effective date.
12.2
Cessation
of Business.
If
LICENSEE ceases to carry on its business related to this Agreement, LICENSOR
shall have the right to terminate this Agreement immediately upon written
notice
to LICENSEE.
12.3
Termination
for Default.
(a) Nonpayment.
In the
event LICENSEE fails to pay any amounts due and payable to LICENSOR hereunder
and fails to make such payments within thirty (30) days after receiving written
notice of such failure, LICENSOR may terminate this Agreement immediately
upon
written notice to LICENSEE.
(b) Material
Breach.
In the
event LICENSEE commits a material breach of its obligations under this
Agreement, except for breach as described in Section 12.3(a), and fails to
cure
that breach within sixty (60) days after receiving written notice thereof,
LICENSOR may terminate this Agreement immediately upon written notice to
LICENSEE.
12.4
Effect
of Termination.
(a) Survival.
The
following provisions shall survive the expiration or termination of this
Agreement: Articles 1, 4, 8, 9, 13, and 14 and Sections 2.3 (confidentiality
of
TECHNICAL INFORMATION), 2.4 (use of TECHNICAL INFORMATION), 5.2 (obligation
to
provide final report and payment), 5.4, 11.1, 11.2, and 12.4.
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(b) Inventory.
Upon
the early termination of this Agreement, LICENSEE and its ASSOCIATES and
SUBLICENSEES may complete and sell any work in progress and inventory of
LICENSED PRODUCTS that exist as of the effective date of termination, provided
that (i) LICENSEE pays LICENSOR the applicable running royalty or other
amounts due on such sales of LICENSED PRODUCTS in accordance with the terms
and
conditions of this Agreement and (ii) LICENSEE and its ASSOCIATES and
SUBLICENSEES shall complete and sell all work in progress and inventory of
LICENSED PRODUCTS within six (6) months after the effective date of termination.
(c) Pretermination
Obligations.
In no
event shall termination of this Agreement release LICENSEE, ASSOCIATES, or
SUBLICENSEES from the obligation to pay any amounts that became due on or
before
the effective date of termination.
13.
DISPUTE RESOLUTION.
13.1
Mandatory
Procedures.
The
parties agree that any dispute arising out of or relating to this Agreement
shall be resolved solely by means of the procedures set forth in this Article
and that such procedures constitute legally binding obligations that are
an
essential provision of this Agreement. If either party fails to observe the
procedures of this Article, as may be modified by their written agreement,
the
other party may bring an action for specific performance of these procedures
in
any court of competent jurisdiction.
13.2
Equitable
Remedies.
Although the procedures specified in this Article are the sole and exclusive
procedures for the resolution of disputes arising out of or relating to this
Agreement, either party may seek a preliminary injunction or other provisional
equitable relief if, in its reasonable judgment, such action is necessary
to
avoid irreparable harm to itself or to preserve its rights under this
Agreement.
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13.3
Dispute
Resolution Procedures.
(a)
Mediation.
In the
event any dispute arising out of or relating to this Agreement remains
unresolved within sixty (60) days from the date the affected party informed
the
other party of such dispute, either party may initiate mediation upon written
notice to the other party (“Notice Date”), whereupon both parties shall be
obligated to engage in a mediation proceeding under the then current Center
for
Public Resources (“CPR”) Model Procedure for Mediation of Business Disputes
(xxx.xxxxxx.xxx), except that specific provisions of this Article shall override
inconsistent provisions of the CPR Model Procedure. The mediator will be
selected from the CPR Panels of Neutrals. If the parties cannot agree upon
the
selection of a mediator within fifteen (15) business days after the Notice
Date,
then upon the request of either party, the CPR shall appoint the mediator.
The
parties shall attempt to resolve the dispute through mediation until the
first
of the following occurs: (i) the parties reach a written settlement, (ii)
the
mediator notifies the parties in writing that they have reached an impasse,
(iii) the parties agree in writing that they have reached an impasse, or
(iv) the parties have not reached a settlement within sixty (60) days after
the
Notice Date.
(b)
Trial
Without Jury.
If the
parties fail to resolve the dispute through mediation, or if neither party
elects to initiate mediation, each party shall have the right to pursue any
other remedies legally available to resolve the dispute, provided, however,
that
the parties expressly waive any right to a jury trial in any legal proceeding
under this Article.
13.4
Performance
to Continue.
Each
party shall continue to perform its undisputed obligations under this Agreement
pending final resolution of any dispute arising out of or relating to this
Agreement; provided, however, that a party may suspend performance of its
undisputed obligations during any period in which the other party fails or
refuses to perform its undisputed obligations. Nothing in this Article is
intended to relieve LICENSEE from its obligation to make undisputed payments
pursuant to Articles 4 and 6 of this Agreement.
13.5
Statute
of Limitations.
The
parties agree that all applicable statutes of limitation and time-based defenses
(such as estoppel and laches) shall be tolled while the procedures set forth
in
Sections 13.3(a) are pending. The parties shall cooperate in taking any actions
necessary to achieve this result.
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14.
MISCELLANEOUS.
14.1
Notice.
Any
notices required or permitted under this Agreement shall be in writing, shall
specifically refer to this Agreement, and shall be sent by hand, recognized
national overnight courier, confirmed facsimile transmission, confirmed
electronic mail, or registered or certified mail, postage prepaid, return
receipt requested, to the following addresses or facsimile numbers of the
parties:
|
If
to LICENSOR:
|
Energy
& Environmental Research Center Foundation
|
|
00
Xxxxx 00xx Xxxxxx
|
|
|
Xxxxx
Xxxxx, XX 00000
|
|
|
XXX
|
|
|
Attention:
President
|
|
|
Tel:
(000) 000-0000
|
|
|
Fax:
(000) 000-0000
|
|
|
If
to LICENSEE:
|
Advanced
Biomass Gasification Technologies, Inc.
|
|
000
Xxxxx Xxxxxxx Xxxxxx
|
|
|
Xxxxx
Xxxx, Xxxxxxx 00000
|
|
|
XXX
|
|
|
Attention:
President
|
|
|
Tel:
(000) 000-0000
|
|
|
Fax:
(000) 000-0000
|
All
notices under this Agreement shall be deemed effective upon receipt. A party
may
change its contact information immediately upon written notice to the other
party in the manner provided in this Section.
14.2
Governing
Law.
This
Agreement and all disputes arising out of or related to this Agreement, or
the
performance, enforcement, breach or termination hereof, and any remedies
relating thereto, shall be construed, governed, interpreted, venued, and
applied
in accordance with the laws of the state of North Dakota, U.S.A., without
regard
to conflict of law principles, except that questions affecting the construction
and effect of any patent shall be determined by the law of the country in
which
the patent shall have been granted.
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14.3
Force
Majeure.
Neither
party will be responsible for delays resulting from causes beyond the reasonable
control of such party, including without limitation fire, explosion, flood,
war,
strike, terrorism acts, or riot, provided that the nonperforming party uses
commercially reasonable efforts to avoid or remove such causes of nonperformance
and continues performance under this Agreement with reasonable dispatch whenever
such causes are removed.
14.4
Amendment
and Waiver.
This
Agreement may be amended, supplemented, or otherwise modified only by means
of a
written instrument signed by both parties. Any waiver of any rights or failure
to act in a specific instance shall relate only to such instance and shall
not
be construed as an agreement to waive any rights or fail to act in any other
instance, whether or not similar.
14.5
Severability.
In the
event that any provision of this Agreement shall be held invalid or
unenforceable for any reason, such invalidity or unenforceability shall not
affect any other provision of this Agreement, and the parties shall negotiate
in
good faith to modify the Agreement to preserve (to the extent possible) their
original intent. If the parties fail to reach a modified agreement within
thirty
(30) days after the relevant provision is held invalid or unenforceable,
then
the dispute shall be resolved in accordance with the procedures set forth
in
Article 13. While the dispute is pending resolution, this Agreement shall
be
construed as if such provision were deleted by agreement of the
parties.
14.6
Binding
Effect.
This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective permitted successors and assigns.
14.7
Headings.
All
headings are for convenience only and shall not affect the meaning of any
provision of this Agreement.
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14.8
Entire
Agreement.
This
Agreement constitutes the entire agreement between the parties with respect
to
its subject matter and supersedes all prior agreements or understandings
between
the parties relating to its subject matter.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their
duly authorized representatives.
The
EFFECTIVE DATE of this Agreement is May 24, 2006.
| ENERGY & ENVIRONMENTAL | ADVANCED BIOMASS GASIFICATION |
| RESEARCH CENTER FOUNDATION | TECHNOLOGIES, INC. |
|
By:
/s/
Xxxx
XxxXxxxxxx
|
By:
/s/
Xxxx
Xxxxxxx
|
|
Name:
Xxxx
XxxXxxxxxx
|
Name:
Xxxx
Xxxxxxx
|
|
Title:
President
|
Title:
President
|
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APPENDIX
A
List
of Patent Applications and Know-How
I. United
States Patents and Applications
a) U.S.
provisional patent application “Method and Apparatus for Supply of Low-Btu Gas
to an Engine Generator,” filed on March 9, 2006.
b) U.S.
provisional patent application “Wet Solids Removal and Separation System from a
Gasifier,” filed on March 9, 2006.
II. Know-How
Biomass
Gasification System based on an Imbert gasifier of up to 10 megawatts thermal
for the production of producer gas, heat, and electricity as outlined below.
An
Imbert gasifier is a closed-top downdraft gasifier where air is drawn in
through
nozzles around a throat located beneath a bed of incoming fuel.
In
addition, any and all inventions, discoveries, computer software, or
improvements developed under the Cooperative Research Agreement based on
EERC
Proposal No. 2006-0179 entitled “Development and Demonstration of
Microgasification Technology,” by the LICENSEE and/or the EERC to the Biomass
Gasification System in the FIELD will automatically become part of this
Agreement under the grant and scope of the License, between the LICENSOR
and the
LICENSEE, at no additional cost to LICENSEE.
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The
gasification process is described in Figure 1. The system includes automatic
fuel feeding for biomass, a gasification reactor, gas cleanup, engine generator,
and ash removal. Key aspects of the process represent the knowledge gained
by
the EERC that enables successful implementation of the process in a commercial
setting.
| 1. |
Automated
Feed, Drying, and Handling of Biomass
Fuels:
|
| a. |
Platform
Feeder - The EERC has identified a supplier for a low-cost feeder
with the
ability to meter fuel to the gasifier. The design is unique in that
it can
handle a wide range of material size (4ft 2x4 cutoffs to sawdust)
and
moisture content (60%-0%). The EERC has suggested and implemented
modifications to the Vendor (Xxxxx Xxxx Equipment Co.), which are
specific
for handling wood. The primary changes include a belt-supplied cross
conveyor versus the standard drag chain and custom dimensions for
smaller-than-standard production. The changes in dimensions also
include
raising the unit to accommodate discharge to an inclined
conveyor.
|
| b. |
Inclined
Conveyor - The EERC works specifically with Rapat Corporation to
supply
belt conveyors for the process. These units are the most inexpensive
and
robust conveyors on the market.
|
| c. |
Lock
xxxxxx - Specific knowledge regarding the proper application of lock
xxxxxx design, gate valve design, level detection, and rotary valve
selection has been developed by the EERC.
|
| d. |
Feed
System Control - Through implementation, the EERC understands the
proper
application of PLC logic for feed system control and lock xxxxxx
control.
Although relatively simple to implement by other entities, the EERC
has a
specific PLC code that considers all aspects of safety and maintenance.
The code is developed beyond simple control and can diagnose the
system
providing error messages to the user for enhancement of maintenance
and
troubleshooting.
|
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| 2. |
Gasifier:
|
| a. |
The
gasifier is based on commercial units supplied by Ankur Scientific.
The
units are downdraft gasifiers referred to as closed-top or Imbert
design.
|
| b. |
The
EERC has invented a modification to the gasifier that enables the
gasifier
to operate using fine fuels such as sawdust. Previously, the Ankur
WBG
models were exclusive to chunky fuels such as cut 2x4 ends or cut
tree
limbs. Previously, wood chips or sawdust could not be processed in
a WBG
gasifier. The EERC’s invention includes a diverging cone-shaped section
added to the inside of the xxxxxx section of the gasifier. This section
of
the gasifier is located immediately above the air inlet nozzles or
combustion zone. The inserted cone tapers from a 24” inlet at the top of
the gasifier and expands downward toward the combustion zone to prevent
bridging of material inside the cone.
|
| 3. |
Gas
Cleaning:
|
| a. |
The
EERC has proved reliability of the wet scrubbing system through extensive
testing. The EERC understands how to prevent plugging of the gas
piping
from condensation.
|
| 4. |
Heat
Exchange:
|
| a. |
The
application and sizing of a closed-loop cooling tower for cooling
scrubber
water is understood. Cooling towers are typically not utilized by
Ankur.
|
| b. |
The
application of air-fin heat exchange is
understood.
|
| 5. |
Process
Residuals:
|
| a. |
The
EERC has conceptualized a system for continuous removal of charcoal
and
excess water from the system. The system utilizes an automated filter
and
continuous discharge system coupled to the gasifier and scrubber.
Ankur
Scientific’s char removal system is
manual.
|
| b. |
The
EERC has conceptualized options for safe disposal of process residuals
within North America. The options include 1) discharge to municipal
sewer
treatment, 2) biological pretreatment, 3) activated carbon pretreatment,
and 4) thermal
oxidation.
|
| c. |
The
EERC understands through experimental tests the proper application
of
pumps, tanks, and filters for successful handling of the mixed-phase
process residuals.
|
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|
Exclusive
Patent and Know-How Final License Agreement
|
Confidential
|
| 6. |
Flare:
|
| a. |
The
EERC constructs and configures a custom gas
flare.
|
| 7. |
Controls:
|
| a. |
The
EERC has specific knowledge of electrical wiring schematics, hard-wired
controls, and communication with data acquisition. The EERC can implement
process control to any computer or hard-wired
system.
|
| 8. |
Engine
Operation:
|
| a. |
The
EERC has specific experimental knowledge of piston engine and turbine
operation.
|
| b. |
The
EERC has conceptualized a piston engine carburetion system for producer
gas.
|
| 9. |
Experimental
Testing
|
| a. |
The
EERC has applied continuous gas analysis and gas contaminant sampling
according to European guidelines. The EERC understand the application
of
these performance measures to the
process.
|
| b. |
The
EERC has acquired full mass and energy balances for the process and
understands specific performance
measures.
|
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Exclusive
Patent and Know-How Final License Agreement
|
Confidential
|
APPENDIX
B
List
of Countries (excluding United States) for which
PATENT
RIGHTS Applications Will Be Filed, Prosecuted, and Maintained
CA,
MX
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