AMENDED AND RESTATED LICENSE AGREEMENT
AMENDED
AND RESTATED LICENSE
AGREEMENT
AMENDED
AND RESTATED LICENSE AGREEMENT dated as of December 31, 2005 (the "Effective
Date") and amended and restated as of October 1, 2006 (the “Amendment Date”), by
and between Ambit Corporation, a Delaware corporation ("Licensor"), and
NaturalNano, Inc., a Nevada corporation ("Licensee").
WITNESSETH:
WHEREAS,
Licensor owns and wants to provide for the commercialization of an invention
entitled "Personal Communication Device Connectivity Arrangement", which is
the
subject of U.S. Patent Number 6,885,845 (hereinafter "Invention");
and
WHEREAS,
Licensee is in the business of selling materials to coat Shielded Structures
and
wishes to utilize the Invention for use in connection with Shielded Structures,
by the acquisition or the development, manufacture, and sale of
Products;
WHEREAS,
the parties entered into this Agreement as of December 31, 2005, and now wish
to
amend and restate the Agreement in its entirety.
NOW,
THEREFORE, Licensor and Licensee, in consideration of the foregoing and the
mutual promises contained herein and intending to be legally bound hereby agree
as follows:
1. DEFINITIONS
As
used
herein:
1.1 "Affiliate"
means any corporation, company, partnership, joint venture or other entity
which
controls, is controlled by or is under common control with the Licensee, as
well
as its successors, assigns and designees.
1.2 "Enforcement
Expenses" means all costs, fees and/or expenses incurred in connection with
enforcement of Licensed Patents, including without limitation legal fees,
contingent or otherwise.
1.3 "Improvement"
means any invention, discovery or improvement, whether patentable or not, which,
if practiced, would infringe any Licensed Patents.
1.4 "Joint
Invention" means any patentable Improvement that includes co-inventors from
Licensor and Licensee.
1.5 "Licensed
Field" means any use of Products in which both of the following are true: (i)
the use of the Product includes metallized halloysite and/or metallized lipid
tubules as substantial operative components in RF shielding and (ii) the Product
is attached to or functions
in a permanent or temporary
structure, i.e. which is not intended as a form of transportation (such as
trailer homes which are not self-powered or powered by a four wheel vehicle
or
attached by trailer hitch to a personal or recreational vehicle). "Licensed
Field" includes without
limitation use
in
buildings, rooms, churches, stores, houses, apartment buildings,
trailer/manufactured homes, casinos, shopping malls, circus tents, cubicles,
booths, arcades, bunkers, and silos. Use attached to real estate is
presumptively in the "Licensed Field". "Licensed Field" excludes use on
automobiles, recreational vehicles, trains, trucks, and ships (including cruise
ships) and includes aircraft. Products attached to movable personal property
other than aircraft are presumptively not in the "Licensed Field".
1.6 "Licensed
Patents" means the Patents and all patent applications and patents disclosing
and claiming a Licensor Improvement, including all reissues, continuations,
divisionals and continuations-in-part thereof, and all corresponding foreign
patent applications and patents.
1.7 "Licensee
Improvements" means all Improvements owned or licensable by
Licensee.
1.8 "Licensee
Patents" means all patent applications and patents disclosing and claiming
a
Licensee Improvement, including all reissues, continuations, divisionals and
continuations-in-part thereof, and all corresponding foreign patent applications
and patents.
1.9 "Licensor
Improvements" means all Improvements owned or licensable by
Licensor.
1.10 "Net
Sales" means gross revenues of a party and Affiliates from sales of Products,
less only usual trade discounts, sales tax which the seller has to pay or
absorb, customs duties and transportation and insurance charges, if not included
in the gross price, and any and all Federal, foreign, State or local taxes
(except income tax) incurred by the seller on such sales; provided, however,
that Net Sales shall not include revenues from Sales by such party or Affiliates
of Products that were purchased from a Sublicensee.
1.11 "Patents"
means U.S. Patent No. 6,885,845 and all reissues, continuations, divisionals
and
continuations-in-part thereof.
1.12 "Products"
means any products the sale or use of which would, in the absence of this
Agreement, infringe a Licensed Patent (whether by direct or contributory
infringement or inducement to infringe).
1.13 "Proprietary
Information" means information and trade secrets owned or controlled by a party
at any time during the term of this Agreement, which relates to Products,
including but not limited to, invention records, research records and reports,
engineering and technical data, designs, production specifications, processes,
methods, procedures, facilities and know-how; provided, however, that
Proprietary Information does not include third party information which the
possessor is contractually precluded from disclosing.
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1.14 "Revenues"
of a party means any consideration given to a party for the grant by such party
of a Sublicense, including without limitation one-time lump sums, minimums,
running royalties and other payments, but excludes payments for (i) research
and
development or "non-recurring engineering" services, based on reasonable daily
or hourly rates; (ii) reimbursement of out-of-pocket expenses incurred by the
party granting the Sublicense; and (iii)
the
purchase of securities of the party granting the Sublicense at the fair market
value of such securities.
1.15 "Sales",
"Sell, or "Sold" means any sale, transfer, lease, license, permission to use
or
other transfer of the right of possession or other conveyance by Licensee or
an
Affiliate.
1.16 "Shielded
Structures" means permanent
or
temporary
structures
and
components thereof, such as rooms,
theatres and auditoriums,
which have
been
treated to shield
radio-frequency energy and thereby prevent or impede the reception of wireless
radio signals.
1.17 "Sublicense"
means a license of all or any of the Licensed Patents by Licensor or
Licensee.
1.18 "Sublicensee"
means a sublicensee of a Sublicense.
1.19 "Territory"
means world-wide.
2. GRANT
OF LICENSE
2.1 Licensor
hereby grants to Licensee a non-exclusive, nontransferable (except as provided
in Section 15.10), world-wide, royalty-bearing license under the Licensed
Patents and Licensor’s Proprietary Information to make, have made, sell, offer
for sale, use, and import Products, limited to the Licensed Field, with the
right to grant Sublicenses,
and
including the right to xxx and collect damages for past infringements in the
Licensed Field.
2.2 Licensee
hereby grants to Licensor a non-exclusive, nontransferable (except as provided
in Section 15.10), world-wide,
royalty-bearing
(except under the circumstances set forth in Section 13.5) license under
Licensee Patents and Licensee Proprietary Information to make, have made, sell,
offer for sale, use, and import Products, other than in the Licensed Field,
with
a right to grant Sublicenses.
2.3 Each
party may grant Sublicenses (within the scope of its license in this Section
2)
to persons or entities, without notification to the other, provided that each
Sublicense contains a provision that the rights therein granted are personal
to
the Sublicensee and cannot be assigned or sublicensed, except in the case of
a
merger or acquisition or sale of all or substantially all of the assets to
which
the sublicense relates. Any
Sublicense shall incorporate the substance of Sections 1.5, 1.10, 1.13, 7.1
to
7.3, 8.1, 8.2, 8.4, 11.1, 12.2 and 12.3, mutatis
mutandis.
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2.4 Any
provision of this Agreement to the contrary notwithstanding, Licensor retains
all rights under the Licensed Patents outside the Licensed Field.
3. Improvements
Should
a
consultant or employee of a party make or discover any Improvement, the party
shall forthwith disclose or cause the same to be disclosed to the other party,
and, if requested by the other party, make available or supply to the other
party such information or data as is necessary or convenient for the proper
understanding or use of such Improvement.
4. Ownership
Notwithstanding
the provisions of Section 3 or otherwise:
(a) Licensor
shall own all right, title and interest in the Licensed Patents; and
(b) Licensee
shall own all right, title and interest in any Licensee Patents.
5. CONSIDERATION
5.1 In
consideration of the rights granted in Section 2.1, Licensee shall:
(a) (a) pay
Licensor One Hundred Thousand Dollars ($100,000) upon execution of this
Agreement, which amount was paid prior to the Amendment Date; and
(b) pay
Licensor the Royalties set forth in Sections 6.1
and, if
applicable, 6.3;
and
(c) Within
two (2) days after the Amendment Date, Ambit shall endorse in blank and return
to NaturalNano the One Hundred Thousand (100,000) shares of NaturalNano common
stock, par value $0.001, previously issued pursuant to this
Agreement.
5.2 In
consideration of the rights granted in Section 2.1,
Licensor shall pay Licensee the Royalties set forth in Sections 6.2
and, if
applicable, 6.3.
6. ROYALTIES
and
Royalty Sharing
6.1 Licensee
shall pay to Licensor Twenty Percent (20%) of any Revenues received with respect
to Licensor Patents from Sublicenses granted by Licensee to third
parties.
6.2 Licensor
shall pay to Licensee Twenty Percent (20%) of any Revenues received with respect
to the Licensee Patents from Sublicenses granted by Licensor to third
parties.
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6.3 If
a
party makes Products, the parties shall negotiate in good faith the terms of
payment therefor. In the absence of any other agreement, the party otherwise
liable under this Section shall pay royalties at the rate of Twenty Percent
(20%) of Net Sales of Products sold by it.
6.4 In
the
event of a Sale of Products between or among Licensee and/or Affiliates where
there is a resale by an Affiliate to a non-Affiliate, any royalty shall be
paid
to Licensor based on the greater of (i) amounts paid by the Affiliate to
Licensee or (ii) by the non-Affiliate to the Affiliate.
6.5 All
payments shall be made in U.S. dollars at the recipient's address for notice.
Such payments shall be paid on a calendar quarter basis, within thirty (30)
days
after each quarter. Each payment shall be accompanied by a detailed report,
showing the basis on which the payment was computed, including without
limitation the total Net
Sales
and
Revenues
during
such period, and the royalties payable thereon,
calculated in the manner required in this Section 6.
7. REPORTING
7.1 Licensee
shall report to Licensor the date of first sale of any Products, within thirty
(30) days of occurrence. Licensee shall report to Licensor when Licensee enters
into any Sublicense
for the
Patent within thirty (30) days of execution of the Sublicense,
and
(upon request by Licensor) provide Licensor with a copy of such Sublicense.
7.2 Each
party shall keep, at its usual place of business, true and particular accounts
of all matters connected with its sublicensing of Licensed Patents and its
manufacture and sale of Products and shall keep books of account relating to
royalties payable hereunder containing true entries complete in every particular
as may be necessary or proper for enabling the amount of such royalties to
be
conveniently ascertained.
7.3 If
requested in writing by a party, the other party shall, upon ten (10) business
days notice and no more often than once per calendar year, make its books and
records available for inspection during regular business hours by an independent
certified public accountant engaged and paid for by the requesting party;
provided, if any such audit reveals underpayment of licensee fees hereunder,
audits (and re-audits) may be performed periodically until a two-year period
elapses with no underpayment. Such
party
shall give the accountant all reasonably necessary facilities and
information
to
enable the amount of the royalties to be verified.
8. CONFIDENTIALITY
8.1 Neither
party shall disclose any Proprietary Information received from the other party,
except to employees, consultants or advisors to the party who must have access
to the Proprietary Information to carry out the recipient’s obligations under
this Agreement and to potential Sublicensees of the Licensed Patents, provided
such disclosure is in accordance with Section 8.3. All employees or consultants
shall be under a written obligation of confidentiality at least as restrictive
as the provisions contained herein. Proprietary Information shall be maintained
in confidence for so long as such Information is maintained in confidence by
the
owner thereof, but no longer than two (2) years after termination of this
Agreement.
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8.2 To
protect Proprietary Information, the recipient shall adopt reasonable security
measures, including, but not limited to, restricted access to such information,
marking such information, and the selective destruction of sensitive materials.
Upon termination of this Agreement, the recipient shall return or destroy all
documents or materials embodying Proprietary Information of the
other.
8.3 Any
disclosure of Proprietary Information by Licensee to potential Sublicensees
shall be prohibited, unless the potential Sublicensee has signed an agreement
which imposes obligations of confidentiality and nonuse at least as restrictive
as those imposed on Licensee hereunder.
8.4 Paragraphs
8.1 to 8.3 inclusive shall not apply to any part of the Proprietary information
which:
(a)
is
published or is otherwise in the public domain through no fault of the receiving
party; or
(b)
can be
demonstrated by the receiving party to have been in its possession prior to
receipt under this Agreement; or
(c)
is
properly obtained by the receiving party from a third party without restriction;
or
(d)
is
independently developed by or for the receiving party without reliance, direct
or indirect, on such information; or
(e)
is
disclosed by the receiving party to a third party with the written approval
of
the disclosing party; or
(f) is
obligated to be produced to comply with the requirement of a governmental body
or an order of a court of competent jurisdiction.
9. PROTECTION
OF INTELLECTUAL PROPERTY
9.1 Each
party shall exercise reasonable diligence to file, prosecute and maintain United
States patent applications ("Intellectual Property Protection"), in such party's
name to protect its Improvements. Each party shall be responsible for all future
costs, fees and expenses incurred in connection with the filing, prosecution
and
maintenance of its Intellectual Property Protection.
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9.2 Each
party shall:
(a)
keep the
other fully and currently informed of the progress of the prosecution of all
U.S. and foreign patent applications, reissues and reexaminations of the
Licensed Patents and Licensee Patents, as applicable;
(b)
afford
patent counsel for the other at least one (1) month’s notice before any response
to any Office Action is due; and
(c)
cause
its patent counsel to meet and confer with the other’s patent counsel, if and
when requested, to discuss the progress and proposed response in any applicable
patent application, reissue or reexamination.
9.3 If,
at
any time during the term of this Agreement, either party elects to abandon
any
pending Intellectual Property Protection or any patent issued thereon, either
domestic or foreign, it shall notify the other party of that decision at least
two (2) months prior to any deadline for filing any response or taking any
other
action necessary to maintain any such Intellectual Property Protection.
Thereafter, such other party shall have the right and option to take over the
sole and exclusive responsibility for the prosecution of any such Intellectual
Property Protection and/or the maintenance of any such patent solely at the
other party's expense and in that event the rights granted under this Agreement
shall become nonexclusive for that country or countries of the Territory.
9.4 This
Agreement constitutes, in part, a "joint research agreement" between Licensors
and Licensee, as defined in the CREATE Act, 35 U.S.C. § 103(c), under which
Licensee will carry out some of its obligations hereunder. Intellectual property
that is within the scope of the Licensed Patents will be deemed made as a result
of activities undertaken within the scope of a joint research agreement and
subject to the CREATE Act.
9.5 Licensee,
Affiliates and Sublicensees shall xxxx all Products in accordance with 35 U.S.C.
§287. The marking shall be accomplished by fixing on the article or when, from
the character of the article, this cannot be done, by fixing to it, or to the
package wherein one or more of them is contained, a label including the notation
"Licensed from AMBIT CORPORATION under United States Patent 6,885,845." Such
marking shall also be included into all literature and/or advertising materials
describing Products.
10. NOTICE
OF INFRINGEMENT AND ENFORCEMENT OF RIGHTS
10.1 Immediately
upon Licensee's learning of any infringement, misappropriation or other
unauthorized use of Licensor's Proprietary Information, and/or Licensed Patents
("Intellectual Property Rights"), Licensee shall promptly inform
Licensor.
10.2 Licensee
may make, at its election, commercially reasonable efforts to enforce the
Licensed Patents against infringers in the Licensed Field; provided, however,
that (except as specified in Section 10.3) Licensee shall not take any action
against an
infringer if
and
then for so long as Licensor is involved in a lawsuit against
that infringer concerning
the infringed Licensed Patent.
The
party filing a patent infringement suit (“Initiating Party”) shall
be
responsible for all Enforcement Expenses incurred by such party; provided,
any
recovery in any patent infringement suit (whether by way of judgment, settlement
or otherwise) by
either
party shall
first be paid to reimburse all Enforcement Expenses of all parties and
the
balance shall be considered Revenues of Licensor or Licensee, as
applicable.
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10.3 The
Initiating Party
may join
the
other
party (“Other Party”) as
a
party
plaintiff in any patent infringement suit involving Licensed Patents.
The
Initiating Party
shall
remain in control of the conduct of such suit,
and
the
Other
Party shall
cooperate fully in such suit.
10.4 Licensor
and Licensee may both wish to litigate the same Licensed Patents against the
same or different infringers, consistent with the rights granted to Licensee
in
this Agreement. The parties agree that this is undesirable. Accordingly, before
filing a lawsuit involving any Licensed Patents, the parties shall meet and
confer and use reasonable efforts to agree on mutually acceptable counsel and
a
mutually acceptable litigation approach; provided, in the absence of such a
mutually acceptable agreement within thirty (30) days of request, each party
may
engage whichever counsel it
deems
appropriate. Nothing herein limits a party's right to terminate the services
of
any counsel on any terms it deems appropriate.
11. INDEMNITY;
DISCLAIMER; LIMITATION OF LIABILITY
11.1 Licensee
hereby indemnifies and holds harmless Licensor and its employees, officers,
board members, shareholders and agents (hereinafter "Indemnitees") from and
against all claims, suits, liabilities, damages, costs, fees, expenses or losses
arising out of any third party claims against Indemnitees for any damages,
losses or liabilities whatsoever with respect to death or injury to any person
and damage to any property arising from the possession, use or operation of
Products produced or sold by Licensee or its customers. Licensor shall permit
Licensee to control the defense of the lawsuit and shall cooperate as reasonably
requested by Licensee.
11.2 Each
party warrants to the other that it has the right and power to enter into and
perform this Agreement, and that this Agreement has been duly authorized and
executed and is binding and enforceable in accordance with its terms.
11.3 Licensor
warrants to Licensee that:
(a) it
has
good and marketable title to the Licensed Patents, free and clear of any liens
or encumbrances; and
(b)
it has
not previously granted any license under the Licensed Patents to any third
party;
(c) to
the
actual conscious knowledge of the officers of the Licensor as of the Effective
Date, with no investigation having been made or required to be made, the Patents
are valid and enforceable; and
8
(d) as
of the
Effective Date, the Licensed
Patents
are in good standing with the United States Patent and Trademark Office with
respect to necessary periodic filings and fee payments.
LICENSOR
DOES NOT WARRANT THE VALIDITY OF ANY PATENTS OR THAT PRACTICE UNDER SUCH PATENTS
SHALL BE FREE OF INFRINGEMENT.
(e) EXCEPT
AS
EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR DISCLAIMS ANY AND ALL PROMISES,
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PATENTS OR TECHNOLOGY
DESCRIBED THEREIN, INCLUDING ITS CONDITION, CONFORMITY TO ANY REPRESENTATION
OR
DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS THEREIN AND ITS
MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR
NONINFRINGEMENT.
11.4 IN
NO
EVENT SHALL LICENSOR BE LIABLE FOR ANY USE BY LICENSEE OF THE PRODUCTS
OR ANY
LOSS, CLAIM, DAMAGE OR LIABILITY, OF WHATSOEVER KIND OR NATURE, WHICH MAY ARISE
FROM OR IN CONNECTION THEREFROM, INCLUDING WITHOUT LIMITATION ANY DAMAGES,
LOSSES OR LIABILITIES WHATSOEVER WITH RESPECT TO DEATH OR INJURY TO ANY PERSON
AND DAMAGE TO ANY PROPERTY ARISING FROM THE POSSESSION, USE OR OPERATION OF
PRODUCTS PRODUCED OR SOLD BY LICENSEE OR ITS CUSTOMERS. LICENSEE,
AND NOT LICENSOR IS RESPONSIBLE FOR THE SAFETY AND EFFICACY OF PRODUCTS PRODUCED
BY LICENSEE.
12. ADVERTISING,
PUBLICITY AND PUBLICATIONS
12.1 In
any
publication (including advertisements, sales and trade literature and
instruction manuals) relating to the Invention used pursuant to this Agreement,
Licensee shall, where practical, give due credit to Licensor, as owner and
licensor of the Invention.
12.2 No
right,
title, interest or license to any trademark or service xxxx, is granted to
Licensee.
13. TERM
AND TERMINATION
13.1 This
Agreement shall commence on the Effective Date of this Agreement and shall
continue until the expiration of the last-to-expire of the Licensed Patents.
13.2 In
the
event of the breach of a material obligation hereunder by either party, the
non-breaching party shall inform the other of said breach in writing. The
alleged breaching party shall have thirty (30) days from the date of said
notification during which to cure the breach. If the alleged breaching party
does not cure the breach within thirty (30) days, the non-breaching party may
terminate the Agreement upon written notification to the alleged breaching
party.
9
13.3 Licensee
may terminate this Agreement by notice to Licensor for convenience, i.e. without
the need for cause.
13.4 Termination
of this Agreement shall not affect any sublicenses which Licensee may have
granted and that are not in breach by the Sublicensee; provided, either (i)
Licensee shall continue to be liable for any payments with respect to such
sublicenses or (ii) Licensee may relieve itself from liability by causing each
Sublicensee to elect to continue its sublicense by entering into a suitable
agreement with Licensor.
13.5 Sections
1, 4, 5.1, 8, 11, 12.2, 12, 14 and 16 of this Agreement shall survive any
termination in accordance with their terms. Sections 5.2, 6 and 7 of this
Agreement shall survive any termination with respect to any royalties and other
payment accruing prior to termination. Termination shall not relieve either
party of any liability for breach occurring prior to termination. Section 2.2
shall survive any termination by Licensor under Section 13.2 or Licensee under
Section 13.3, and in such event the license therein shall be fully paid up
and
not royalty bearing.
14. Dispute
Resolution
14.1 Negotiation
of Disputes.
If any
dispute arises under or related to this Agreement ("Dispute"), senior executives
of the parties, with decision-making authority, will meet in Boston, MA within
ten (10) days after notice and enter into good faith negotiations aimed at
resolving the dispute. If they are unable to resolve the Dispute in an
additional twenty (20) days, the Dispute shall be submitted to
mediation/arbitration under in Sections 14.2 and 14.3.
14.2 Mediation
of Disputes.
Subject
to Section 14.1, the parties shall submit any unresolved Dispute as soon as
possible, but no later than twenty (20) days after notice, to a mediator
selected by the parties. Senior executives of the parties with decision-making
authority shall be present at the mediation session, which shall be held in
Boston, MA. If the Dispute is not resolved within an additional further thirty
(30) days, the parties will proceed to arbitration as specified in Section
14.3.
14.3 Arbitration
of Certain Disputes.
Any
Dispute not resolved by Section 14.2 covered by Section 14.1 and 14.2 shall
be
resolved by an arbitration proceeding conducted in Boston, MA under the
then-prevailing Rules for Commercial Arbitration of the American Arbitration
Association ("AAA").
(a) The
proceeding shall be conducted by one (1) arbitrator, reasonably acceptable
to
the parties, who is a patent attorney with at least twenty (20) years of
experience in the field of electronics, of which ten (10) years or more have
been spent (at least in substantial part) handling licensing transactions.
(b) The
fees
of the mediator and the AAA shall be divided equally between the
parties.
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(c) The
parties shall cooperate in good faith to proceed to an arbitration hearing
within six (6) months after the Demand for Arbitration shall have been filed
with the AAA.
(d) The
arbitrator’s authority shall include the powers, in his/her discretion, to:
(i) Permit
limited discovery, including production of documents and depositions, to the
extent required by the parties; and
(ii) Award
the
prevailing party its attorneys’ fees and out-of-pocket expenses, including its
share of the mediator and AAA fees.
(e) The
decision of the arbitrator shall be confidential, final and binding, and may
be
entered and enforced in any court of competent jurisdiction.
15. General
15.1 Licensee
shall not export any Product or enter into any Sublicense without fully
complying with any and all United States export or munitions control regulations
and laws.
15.2 Licensor
and Licensee are and shall remain independent contractors and nothing herein
shall create a partnership or joint venture between Licensor and
Licensee.
15.3 Any
notice required or permitted under this Agreement shall be in writing and
delivered personally or by prepaid next-business-day delivery service, receipt
required, to Licensee or Licensor at the addresses set forth below or such
other
addresses as shall have been duly notified, and shall be effective as of its
delivery date:
| Licensor: |
Ambit
Corporation
|
00
Xxxxxxxxx Xxxx
Xxxxxxx,
XX 00000
Attention:
President
| Licensee: |
NaturalNano,
Inc.
|
000
Xxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxx
Xxxxxxxxx, Xxx Xxxx 00000
Attention:
President
15.4 Waiver
by
either party of any provision of this Agreement shall not constitute a
continuing waiver thereof or of any other provision of this
Agreement.
15.5 If
any
provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining
provisions shall not in any way be affected or impaired.
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15.6 This
Agreement shall be construed in accordance with the laws of the Commonwealth
of
Massachusetts.
15.7 This
Agreement is the complete and exclusive statement between the parties relating
to the subject matter hereof, and supersedes all prior understandings,
communications, or representations, either oral or written, between the parties.
This Agreement may not be modified or altered, except by a written instrument
duly executed by Licensee and Licensor.
15.8 Unless
expressly stated to the contrary elsewhere in this Agreement, all rights, powers
and privileges conferred hereunder upon the parties hereto shall be cumulative
and not restrictive of those given by law.
15.9 Section
headings have been inserted herein for convenience of reference only and shall
in no way modify or restrict any of the terms or provisions of this
Agreement.
15.10 This
Agreement may be assigned by either party without the prior written consent
of
the other, including without limitation assignment in the event of a merger
or
acquisition of all or substantially all of the assets to which this Agreement
relates. This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns.
15.11 In
the
interpretation of this Agreement, words importing the singular or plural number
shall be deemed to import the plural and singular number respectively, words
denoting gender shall include all genders and references to persons shall
include corporations or other bodies and vice versa.
15.12 Neither
party shall be held in breach of this Agreement because of acts or omissions
caused by any act of God or other cause beyond the control of the parties,
including, but not limited to, fire, floods, labor disputes, or other unforeseen
circumstances.
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IN
WITNESS WHEREOF, the parties have set their hands and seals and duly executed
this Agreement effective as of the date first above written.
| AMBIT CORPORATION | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxxx | |
|
Name:Xxxxxx X. Xxxxxxx |
||
| Title: CEO | ||
| NATURALNANO, INC. | ||
| |
|
|
| By: | /s/ Xxxxxxxx X. Xxxxxx | |
|
Name: Xxxxxxxx X. Xxxxxx |
||
| Title: CFO | ||
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