CONFIDENTIAL
Co-Invention Agreement C3D-TridStore-Toolex
By and between
C3D Inc. (f/k/a Latin Venture Partners, Inc.), a Florida corporation ("C3D"),
TriDStore IP, L.L.C. (f/k/a OMD Devices L.L.C.), a Delaware limited liability
company and a wholly-owned subsidiary of C3D ("TriDStore")
and
Toolex International N.V., De Run 4315, 5503 LP Veldhoven The
Netherlands and its subsidiaries (hereinafter referred to as "Toolex").
WHEREAS
The parties CDDD, TriDStore and TOOLEX, hereinafter called partners, have
entered into a co-operation program for out-developing and commercialising a
dedicated thin film technology and production equipment for optical media
manufacturing. This is dealt with in Cooperation Agreement CDDD-TriDStore-Toolex
December 1999 and the logical successors thereof. Inventions within this
co-operation may be forwarded into a patent application or patent applications.
NOW IT IS HEREBY AGREED AS FOLLOWS:
1. Title of right of (a) patent (s) generated by CDDD, TriDStore and
Toolex or its employees shall remain to the partner or partners, which
generated it. Employees from both partners can be involved in a
specific invention that may be forwarded towards a patent application.
2. Both partners grant each other royalty free license to use the patents
generated in and relevant for the collaboration on this specific
co-operation program for those industrial applications which can be
seen as a logical consequence of the co-operation program given the
industrial position of that partner.
3. Co-ownership of patent applications can never led to licensing by a
partner to a third party without the written consent of the other
partner. That partner cannot withhold this consent for applications
outside the scope of that partner.
4. The costs related to the patent shall be paid for by the owner(s). If a
patent is generated between the two partners and one partner does not
want to share the costs, the ownership will go to the remaining
partner. This does not impact the right on royalty free license as
mentioned under Clause 2.
5. Inventions leading to patent applications which are done after this
co-operation and which may be partially or fully based on skills and
knowledge explored during this co-operation are not within the scope of
this agreement.
6. This agreement shall be governed and construed in accordance with the
laws of the State of New York, without giving effect to the conflicts
of law principles thereof.
CDDD, Inc. Toolex International N.V.
Veldhoven, 20 Dec 1999 Veldhoven, 20 Dec 1999
/s/ Xxxxxxxxx Xxxxxx Xxxxxx /s/ Dr. X.X. Th. Xxxxxxxxx
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Name: Xxxxxxxxx Xxxxxx Xxxxxx Name: Dr. X.X. Th. Xxxxxxxxx
Title: Chairman Title: Strategic Program Manager
TriDStore
Veldhoven, 20 Dec 1999
/s/ Xxxxxxxxx Xxxxxx Xxxxxx
----------------------------------
Name: Xxxxxxxxx Xxxxxx Xxxxxx
Title: Chairman
