Common use of Contribution and Assignment Clause in Contracts

Contribution and Assignment. In consideration of (i) all product development expenditures made by Advanced to date towards the commercialization of the intellectual property described in Schedule A annexed hereto and made a part hereof (the “Subject Chemistry & Composition IP”), which, as of the date hereof it is stipulated and acknowledged by Piazza to have totaled more than [two hundred and fifty thousand dollars ($250,000)], together with (ii) a good faith, present commitment on the part of Advanced to continue to invest in such commercialization, including the bringing of the products embodying or potentially embodying the Subject Chemistry & Composition IP, all as specifically identified in Schedule B annexed hereto and made a part hereof, as it may be amended from time to time (collectively, the “Subject Products”) to market, the packaging and selling off to one or more third parties the rights of Advanced to one or more of the Subject Products as determined by Advanced, and/or to otherwise exploit such Subject Chemistry & Composition IP for profit, and to bear all of the costs associated with the establishment and maintenance of the intellectual property associated therewith and/or potentially associated therewith, including without limitation the filing and pursuit of patent applications and related intellectual property protections, and (iii) an agreement to pay to Piazza a percentage, based on the gross profit margins of the Subject Products manufactured and sold by or for the account of Advanced, and actually realized by Advanced and not at any time recouped for any reason whatsoever, as specifically set forth on Schedule C annexed hereto and made a part hereof, of all annually distributable income of Advanced from and after the date hereof (the “IP Royalty”), Piazza hereby irrevocably commits, contributes, conveys and assigns to Advanced all of his rights, title and interest in and to the Subject Chemistry & Composition IP.