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Misc. Exclusive Patent License Agreements

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Preview Full Doc	2002	Exclusive Patent and Related Technology License Agreement Exclusive Patent and Related Technology License Agreement (37K) Doc #142252: Click preview link for longer preview. EXCLUSIVE PATENT AND RELATED TECHNOLOGY LICENSE AGREEMENT THIS EXCLUSIVE PATENT AND RELATED TECHNOLOGY LICENSE AGREEMENT ("Agreement") is made as of February 1, 2002 by and between Datamarine International, Inc., a Washington corporation (together with all of its subsidiaries, hereinafter "Licensor"), with its principle place of business located at 7030 220th Street, S.W., Mountlake Terrace, Washington 98043 and BIZCOM U.S.A., INC., a Florida corporation (hereinafter "Licensee"), with its principle place of business located at 5440 NW 33rd Avenue, Suite 106, Fort Lauderdale, Florida 33309 (the signatories to this Agreement being referred to individually as a "Party" hereto and collectively as "Parties" hereto. W I T N E S S E T H: WHEREAS, Licensor owns certain Technology (as hereinafter defined) which is covered by Licensor's Patent Rights (also as hereinafter defined); and WHEREAS, Licensor is desirous that the Technology be utilized and further developed and is therefore willing to grant an exclusive territorial license and right thereto to Licensee for all of the Technology to which the Licensor has right, title and interest; and WHEREAS, Licensee desires to obtain certain exclusive rights from the Licensor for the commercial development, use, license and /or sale of the Technology; and WHEREAS, Licensee will receive know-how relating to the Technology from the Licensor, including but not limited to access to the Licensor; NOW, THEREFORE, for and in consideration of the covenants, conditions and undertakings hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties hereto, the Licensor and Licensee agree as follows: SECTION 1 DEFINITIONS 1.1 "Technology" as used herein means all technical and economic information, know-how and data relating to all of the Licensor's current and currently planned land mobile radio products, all related and /or ancillary products, all Improvements and Related Technology and Components.. 1.2 "Licensor's Patent Rights" as used herein means rights in all proposed patent applications, pending patent applications, issued patents in the United States and any foreign country, any claim of which covers any portion of the Technology, without limitation, as well as any continuation, divisional, renewal, reissue, reexamination and extension of any such applications or patents, and any corresponding foreign patents and applications. 1.3 "Territories" as used herein means the United States and its territorial possessions, Canada and otherwise worldwide. 142252	Datamarine Int'l Datamarine International Inc. ( Communications Equipment ) As referenced in this Exclusive Patent and Related Technology License Agreement: Datamarine International, Inc – TEXT} Exhibit 10.0 EXCLUSIVE PATENT AND RELATED TECHNOLOGY LICENSE AGREEMENT THIS EXCLUSIVE PATENT AND RELATED TECHNOLOGY LICENSE AGREEMENT ("Agreement") is made as of February 1, 2002 by and between Datamarine International, Inc ., a Washington corporation (together with all of its subsidiaries, hereinafter "Licensor"), with its principle place of business located at 7030 220th Street, S.W., Mountlake Terrace, Washington 98043 and _____________ Datamarine International, Inc – or at such other address for a party as shall be specified in a notice given in accordance with this Paragraph 17.1): if to Licensor or to SEA, Inc.: Datamarine International, Inc . 7030 220th Street, S.W. Mountlake Terrace, Washington 98043 Attention: Joseph L. Stephens, Chairman of the Board of Directors Telecopier No. (425) 771-2650 if to Licensee: BIZCOM, U. _____________ DATAMARINE INTERNATIONAL, INC – executed in counterparts and via telecopier. 11 {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal effective as of the date first set forth above. LICENSOR: DATAMARINE INTERNATIONAL, INC . By: /s/ Joseph L. Stephens --------------------------------- Joseph L. Stephens, Chairman of the Board of Directors STATE OF MISSISSIPPI ) )SS: COUNTY OF SIMPSON ) The foregoing instrument was acknowledged before me on _____________ Datamarine International, Inc – SS: COUNTY OF SIMPSON ) The foregoing instrument was acknowledged before me on this 1st day of February, 2002 by Joseph L. Stephens, as Chairman of the Board of Directors of Datamarine International, Inc ., a Washington corporation, on behalf of such corporation who is personally known to me or has produced Driver's license as identification and did/did not take an oath. _____________ dt 1383071 ;	Bizcom USA Inc.
Preview Full Doc	2000	Limited Exclusive Patent License Agreement Limited Exclusive Patent License Agreement (69K) Doc #108758: Click preview link for longer preview. LIMITED EXCLUSIVE PATENT LICENSE AGREEMENT FOR A MICROFABRICATED SLEEVE TYPE CHEMICAL REACTION CHAMBER BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND CEPHEID LLNL CASE NO. TL-1355-96 LAWRENCE LIVERMORE NATIONAL LABORATORY UNIVERSITY OF CALIFORNIA P.O. BOX 808, L-795, LIVERMORE, CA 94551 INDUSTRIAL PARTNERSHIPS AND COMMERCIALIZATION MARCH 1997 {PAGE} 2 TABLE OF CONTENTS {TABLE} {CAPTION} {S} {C} 1. BACKGROUND.............................................................................. 1 2. DEFINITIONS............................................................................. 2 3. LICENSE GRANT........................................................................... 5 4. LICENSE FEES, ROYALTIES, AND PAYMENTS................................................... 6 5. DUE DILIGENCE........................................................................... 7 6. PROGRESS AND ROYALTY REPORTS............................................................ 8 7. BOOKS AND RECORDS....................................................................... 12 8. LIFE OF THE AGREEMENT................................................................... 12 9. TERMINATION............................................................................. 12 10. PATENT PROSECUTION AND MAINTENANCE...................................................... 14 11. PATENT INFRINGEMENT..................................................................... 15 12. USE OF NAMES AND TRADEMARKS............................................................. 17 13. LIMITED WARRANTY........................................................................ 17 14. INDEMNIFICATION AND INSURANCE........................................................... 18 15. WAIVER.................................................................................. 20 16. ASSIGNABILITY........................................................................... 20 17. LATE PAYMENTS........................................................................... 20 18. NOTICES................................................................................. 21 19. DISPUTES AND GOVERNING LAWS............................................................. 22 20. PATENT MARKING.......................................................................... 22 21. GOVERNMENT APPROVAL OR REGISTRATION..................................................... 22 22. EXPORT CONTROL LAWS..................................................................... 23 23. FORCE MAJEURE........................................................................... 23 24. UNITED STATES PREFERENCE................................................................ 23 25. CONFIDENTIALITY......................................................................... 23 26. MISCELLANEOUS........................................................................... 24 EXHIBIT A - LICENSED PATENTS................................................................ 26 EXHIBIT B - LICENSE GRANT................................................................... 27 EXHIBIT C - ISSUE FEE AND ROYALTIES......................................................... 29 EXHIBIT D - MUTUAL NONDISCLOSURE AGREEMENT.................................................. 32 {/TABLE} i {PAGE} 3 LIMITED EXCLUSIVE PATENT LICENSE AGREEMENT FOR A MICROFABRICATED SLEEVE TYPE CHEMICAL REACTION CHAMBER This Agreement effective as of the Effective Date is between The Regents of the University of California ("THE REGENTS"), under its U.S. Department of Energy Contract No. W-7405-ENG-48 to manage and operate Lawrence Livermore National Laboratory ("LLNL"), and Cepheid ("LICENSEE"), a California corporation having its principal place of business at 3410 Garrett Drive, Santa Clara, CA 95054. THE REGENTS is a corporation organized and existing under the laws of the State of California, with its principal office at 300 Lakeside Drive, Oakland, CA 94612-3550. THE REGENTS and LICENSEE are referred to jointly as "Parties". 1. BACKGROUND 1.1 Certain Inventions are described in U.S. Patent Number 5,589,136, its Continuation in Part (IL-9707B), and PCT/US96/10453 (herein referred to as "Invention") relating to a sleeve-type chemical reaction chamber that may be utilized in any chemical reaction system for synthesis or processing of organic, inorganic, or biochemical reactions, such as the polymerase chain reaction and/or other DNA reactions which are examples of a synthetic, thermal-cycling-based reaction. The reaction chamber may also be used in synthesis instruments, particularly those for DNA amplification and synthesis. The Invention was made in the course of research at Lawrence Livermore National Laboratory and is covered by THE REGENTS' Patent Rights as defined in Article 2 (DEFINITIONS). 1.2 The U.S. Department of Energy (DOE) was a sponsor of the invention development. Thus, this Agreement is subject to overriding obligations to the Federal Government under the provisions of the applicable grant or regulations. 1.3 LICENSEE is a start-up company in San Jose, California, that will sell Licensed Products and become a supplier of Licensed Products to a variety of companies for worldwide markets. LICENSEE intends to specialize in the development and 108758	Cepheid Cepheid ( Scientific & Technical Instruments ) As referenced in this Limited Exclusive Patent License Agreement: CEPHEID – CEPHEID _____________ CEPHEID – BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. LIMITED EXCLUSIVE PATENT LICENSE AGREEMENT FOR A MICROFABRICATED SLEEVE TYPE CHEMICAL REACTION CHAMBER BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND CEPHEID LLNL CASE NO. TL-1355-96 LAWRENCE LIVERMORE NATIONAL LABORATORY UNIVERSITY OF CALIFORNIA P.O. BOX 808, L-795, LIVERMORE, CA 94551 INDUSTRIAL PARTNERSHIPS AND COMMERCIALIZATION MARCH 1997 _____________ Cepheid – of the University of California ("THE REGENTS"), under its U.S. Department of Energy Contract No. W-7405-ENG-48 to manage and operate Lawrence Livermore National Laboratory ("LLNL"), and Cepheid ("LICENSEE"), a California corporation having its principal place of business at 3410 Garrett Drive, Santa Clara, CA 95054. THE REGENTS is a corporation organized and existing under the laws _____________ Cepheid, – Rights but for the license granted under this Agreement. Licensed Products are considered sold when invoiced or, if not invoiced, when delivered to a third party. 2.6 "LICENSEE" means Cepheid, and its Affiliates and Joint Ventures. 2.7 "Net Selling Price(s)" as used in this Agreement to compute royalties, means the gross invoice selling prices of Licensed Products _____________ CEPHEID – mailed by first-class certified mail, postage paid, to the addresses given below (or to an address designated by written notice to the other party): In the case of LICENSEE: CEPHEID 3410 Garrett Drive Santa Clara, CA 95054 Phone: (408) 274-3834 Fax: (408) 274-8818 Attention: President with a copy to: Heller Ehrman White & McAuliffe 525 University Avenue 11th _____________ dt 1852131 ; Regents of UC Regents of the University of California As referenced in this Limited Exclusive Patent License Agreement: REGENTS OF THE UNIVERSITY OF CALIFORNIA – BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. LIMITED EXCLUSIVE PATENT LICENSE AGREEMENT FOR A MICROFABRICATED SLEEVE TYPE CHEMICAL REACTION CHAMBER BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND CEPHEID LLNL CASE NO. TL-1355-96 LAWRENCE LIVERMORE NATIONAL LABORATORY UNIVERSITY OF CALIFORNIA P.O. BOX 808, L-795, LIVERMORE, _____________ Regents of the University of California – EXCLUSIVE PATENT LICENSE AGREEMENT FOR A MICROFABRICATED SLEEVE TYPE CHEMICAL REACTION CHAMBER This Agreement effective as of the Effective Date is between The Regents of the University of California ("THE REGENTS"), under its U.S. Department of Energy Contract No. W-7405-ENG-48 to manage and operate Lawrence Livermore National _____________ Regents of the University of California, – party (including any contraction, abbreviation, or simulation) in advertising, publicity, or other commercial promotional activities. The use of the name "LLNL," or "The Regents of the University of California, " or the name of any University of California campus in advertising, publicity or other commercial promotional activities is expressly prohibited. 13. LIMITED _____________ Regents of the University of California, – 30) days advance written notice to THE REGENTS of cancellation or any modification by LICENSEE; and 14.5.2 Indicate that DOE, The Regents of the University of California, and their officers, employees, students, and agents, are endorsed on the policy as additional named insureds; and 14.5.3 Include a _____________ REGENTS OF THE UNIVERSITY OF CALIFORNIA – have executed this Agreement, in duplicate originals, by their respective officers hereunto duly authorized, on the day and year hereinafter written. CEPHEID THE REGENTS OF THE UNIVERSITY OF CALIFORNIA By: By: -------------------------------- ----------------------------------- (Signature) (Signature) Name: Name: -------------------------------- ----------------------------------- Title: Title: -------------------------------- ----------------------------------- Date: Date: -------------------------------- ----------------------------------- 25 {PAGE} 28 EXHIBIT A - LICENSED PATENTS "Licensed Patents" means the patent, _____________ dt 182758 ;	Heller Ehrman Heller Ehrman White & McAuliffe ( Legal ) As referenced in this Limited Exclusive Patent License Agreement: Heller Ehrman – 95054 Phone: (408) 274-3834 Fax: (408) 274-8818 Attention: President with a copy to: Heller Ehrman White & McAuliffe 525 University Avenue 11th Floor Palo Alto, California 94301 Attn: Neil Flanzraich dt 37201