1
Exhibit 10.2*
LICENSE AGREEMENT
This is a License Agreement dated as of June 16, 1997 (as in effect from
time to time, the "Agreement"), by and among Lockheed Xxxxxx Chemical
Demilitarization Systems, LLC, a Delaware limited liability company (the "LLC"),
Molten Metal Technology, Inc., a Delaware corporation ("MMT"), and Lockheed
Xxxxxx Corporation, a Maryland corporation ("LMC").
WHEREAS, MMT is an environmental technology company engaged in the
commercialization and continued development of its innovative, proprietary
processing technology known as Catalytic Extraction Processing or CEP;
WHEREAS, a wholly-owned subsidiary of MMT and a wholly-owned subsidiary of
LMC have formed the LLC in order to effectively commercialize CEP by selling,
engineering, constructing and operating CEP Plants, and sublicensing CEP
technology to appropriate third parties to permit them to engineer, construct
and operate CEP Plants, to pursue the processing of Chem Weapons Feedstocks
worldwide;
WHEREAS, MMT and LMC have entered into a Master Restructuring Agreement,
dated as of June 12, 1997 (as in effect from time to time, the "Restructuring
Agreement"), pursuant to which they agreed to restructure certain aspects of
their business relationship; and
WHEREAS, in the Restructuring Agreement LMC and MMT agreed enter into, and
cause the LLC to enter into, this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth below and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, MMT, LMC and the LLC
agree as follows:
* Confidential treatment has been requested for certain portions of this Exhibit
10.2.
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Article 1
Defined Terms
Defined terms used and not otherwise defined herein shall have the
meanings ascribed thereto in the Restructuring Agreement. In addition, as used
in this Agreement the following terms shall have the following meanings:
"Advisors" means, with respect to any Person, any of such Person's
attorneys, accountants, lenders or consultants.
"Affiliate" means, with respect to any Person, any other Person
controlling, controlled by or under common control with, such Person. As used in
this definition, "control" (including, with its correlative meanings,
"controlled by" and "under common control with") means the possession, directly
or indirectly, of power to direct or cause the direction of management or
policies of a Person, whether through ownership of securities or partnership or
other ownership interests, by contract or otherwise (but, in the case of MMT or
LMC, not including the LLC and, in the case of the LLC, not including MMT or
LMC).
"Agreement" has the meaning set forth in the preamble.
"Asset Transfer Agreement" means the Asset Transfer Agreement entered into
pursuant to the Restructuring Agreement, as in effect from time to time.
"Catalytic Extraction Processing" or "CEP" means the processes, methods
and systems (including all intellectual and intangible and tangible property
associated therewith and including all aspects of accepting Feedstocks,
reactions within a CEP Plant, and handling Recovered Resources), owned or used
by MMT, directed to the processing of Feedstocks by introducing the Feedstocks
to a processing vessel containing liquefied metal.
"CEP Plant" means the plant, equipment and other facilities necessary to
perform, operate and maintain CEP on a commercial basis (or, in the case of any
so-called "demonstration" CEP Plant, on the basis generally provided in the
applicable demonstration program).
"Chem Demil Market" means the worldwide market for the processing of
Chem Weapons Feedstocks worldwide
"Chem Weapons Feedstocks" means (i) bombs, rockets, artillery shells,
mortar shells and explosives and other munitions, containing (or formerly
containing) one or more "chemical weapons agents" (as defined in the Chemical
Weapons Convention (formally known as the Convention on the Prohibition of the
Development, Production, Stockpiling and Use of Chemical Weapons and their
Destruction), adopted
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September 3, 1992 at the Conference on Disarmament at Geneva, and opened for
signature on January 13, 1993 in Paris) and (ii) bulk stockpiles of such
chemical weapons agents.
"Dispute Resolution Agreement" means the Second Amended and Restated
Dispute Resolution Agreement, dated as of June 12, 1997 by and among LMC, MMT,
M4, the LLC and their Affiliates named therein.
"Employee Non-Disclosure Agreement" has the meaning set forth in
Section 4.7.
"Failure Notice" has the meaning set forth in Section 4.8.
"Feedstocks" means, with respect to any CEP Plant, the wastes, industrial
by-products and other materials to be processed by such CEP Plant.
"Government Authority" means any federal, national, state, municipal,
local, territorial or other governmental department, commission, board, bureau,
agency, regulatory authority, instrumentality, judicial or administrative body,
domestic or foreign.
"Improvements" means any improvements, developments, updates, upgrades,
enhancements, additions, revisions, corrections, fixes and other modifications
to the MMT Licensed Property as it then exists that MMT, LMC or the LLC may
acquire, discover, invent, originate, conceive or have a right to develop or
manufacture, whether or not the same is patentable, commercially useful or
reducible to writing or practice.
"Infringements" has the meaning set forth in Section 7.1.
"Intellectual Property" means all patents, inventions, patent
applications, patent rights, trademarks, trademark registrations, trade names,
brand names, all other names and slogans embodying business or product goodwill
(or both), copyright registrations, copyrights (including those in computer
programs, software, including all source code and object code, development
documentation, programming tools, drawings, specifications and data), software,
trade secrets, know-how, mask works, industrial designs, formulae, processes and
technical information, including confidential and proprietary information,
whether or not subject to statutory registration or protection.
"Japanese Extension Agreement" means the Agreement for Expansion of
License - Japanese Chemical Weapons, dated as of September 20, 1996, between M4
and MMT.
"JCW Market" means the processing of any Chem Weapons Feedstocks for which
any Japanese Government Authority has accepted, or in the future accepts,
responsibility.
"JCW Task Order" has the meaning set forth in Section 2.4.
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"Licensed Copyrights" means any and all copyright protection of MMT
covering any of the Licensed Software Programs, the Licensed Know-How or any
Improvements thereto.
"Licensed Know-How" means any information possessed by MMT or, subject to
Section 2.2, licensed to MMT, relating to CEP, whether or not considered
proprietary and whether or not subject to statutory registration or protection,
including, without limitation, inventions disclosed by MMT's existing Patent
Applications, invention records, research records and reports, development
reports, experimental and other engineering reports, pilot plant designs,
production plant designs, production specifications, raw material
specifications, quality control reports and specifications, drawings and
photographs, models, tools and parts, manufacturing and production techniques,
processes, methods and marketing surveys. If any information or material
qualifies for purposes of this Agreement both as Licensed Know-How and as any of
the Licensed Patents, Licensed Copyrights, Licensed Software Programs or
Licensed Trademarks for purposes of this Agreement, such information or material
shall not be treated as Licensed Know-How for purposes of this Agreement but
shall be treated, as applicable, as part of the Licensed Patents, Licensed
Copyrights, Licensed Software Programs or Licensed Trademarks for purposes of
this Agreement.
"Licensed Patent Applications" means any U.S. or foreign patent
applications currently owned by, filed or acquired by or, subject to the
restrictions set forth in Section 2.2 relating to patent applications licensed
to MMT, licensed to MMT during the term of this Agreement, to the extent such
patent applications relate to CEP.
"Licensed Patents" means any U.S. or foreign patents currently owned by,
granted to, acquired by, or, subject to the restrictions set forth in Section
2.2 relating to patents licensed to MMT, licensed to MMT during the term of this
Agreement, to the extent such patents relate to CEP.
"Licensed Software Programs" means any computer programs the copyrights to
which are owned by or, subject to Section 2.2, licensed after the date of this
Agreement to MMT relating to CEP.
"Licensed Trademarks" means any Trademarks currently owned by, developed
or acquired by or, subject to Section 2.2, licensed to MMT during the term of
this Agreement, to the extent such Trademarks relate to CEP and do not relate to
MMT's corporate identity.
"LLC" has the meaning set forth in the preamble.
"LLC Agreement" means the Limited Liability Company Agreement of the LLC,
as in effect from time to time.
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"LLC Confidential Information" means any confidential or proprietary
information of the LLC.
"LLC Infringement Claim" has the meaning set forth in Section 7.4.
"LLC Services" has the meaning set forth in Section 4.8.
"LMC" has the meaning set forth in the preamble.
"LMC Confidential Information" means any confidential or proprietary
information of LMC.
"MMT" has the meaning set forth in the preamble.
"MMT Confidential Information" means any confidential or proprietary
information of MMT, including but not limited to any confidential or proprietary
portion of the MMT Licensed Property.
"MMT Infringement Claim" has the meaning set forth in Section 7.3.
"MMT Licensed Property" means the Licensed Patents, the Licensed Patent
Applications, the Licensed Trademarks, the Licensed Software Programs, the
Licensed Copyrights and the Licensed Know-How.
"M4" means M4 Environmental L.P., a Delaware limited partnership.
"Person" means any individual, corporation, association, trust, limited
liability company, joint venture, partnership (whether general or limited),
unincorporated organization and any government, governmental department or
agency or political subdivision thereof.
"Project Acceptance" means, with respect to any application of CEP that is
the subject of a fee payable pursuant to Section 2.4(a), that the CEP Plant has
achieved mechanical completion and passed a performance test to be created by
the Board of Directors of the LLC at the time it determines to proceed with the
applicable project.
"Quality Standard" has the meaning set forth in Section 4.8.
"Recycling" means the return of resources recovered or produced from waste
or other similar materials for use or sale.
"Recovered Resources" means the elements and compounds produced by a CEP
Plant (whether or not produced through the use of reactants) that are suitable
for use or sale.
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"Related Agreements" means this Agreement, the Restructuring Agreement,
the LLC Agreement, the Related Agreements referred to in the Restructuring
Agreement and any other agreement between MMT or the LLC or their Affiliates
which specifies that it is a Related Agreement for purposes of this Agreement.
"Related Technology" has the meaning set forth in Article 5.
"Restructuring Agreement" has the meaning set forth in the preamble.
"SAC" means LMC-MMT Strategic Alliance Committee, LLC, the limited
liability company formed pursuant to the SAC LLC Agreement.
"SAC LLC Agreement" means the Limited Liability Company Agreement pursuant
to which SAC was formed.
"Subsidiary" means a corporation, company or other entity:
(i) more than fifty percent (50%) of whose outstanding shares or
securities (representing the right to vote for the election of
directors or other managing authority) are, now or hereafter,
owned or controlled, directly or indirectly, by a party
hereto, but such corporation, company or other entity shall be
deemed to be a Subsidiary only so long as such ownership or
control exists; or
(ii) which does not have outstanding shares or securities, as may
be the case in a partnership, joint venture or unincorporated
association, but more than fifty percent (50%) of whose
ownership interests representing the right to make the
decisions for such corporation, company or other entity is now
or hereafter, owned or controlled, directly or indirectly, by
a party hereto, but such corporation, company or other entity
shall be deemed to be a Subsidiary only so long as such
ownership or control exists.
"Technical Liaison" has the meaning set forth in Section 3.1.
"Trademarks" shall mean:
(i) all of the trademarks, service marks, trade names, designs,
logos, indicia, corporate names (other than the corporate
names of MMT and its Subsidiaries), company names, business
names, fictitious names, trade styles, elements of package or
trade dress, and/or other source and/or other service
identifiers and general intangibles of like nature, used or
associated with CEP, which are currently or in the future
adopted, acquired, owned, held and/or used by MMT in its
business; and
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(ii) all past, present or future federal, state, local and foreign
registrations or recordations of any of the foregoing
enumerated in clause (i), all renewals and extensions of such
registrations or recordations, all past, present and future
applications for any such registrations or recordations of any
of the foregoing enumerated in clause (i) (and any such
registrations or recordations thereof upon approval of such
applications).
"Treatment" means, with respect to any material, any physical, mechanical,
thermal and/or chemical actions that, individually or in concert, alter the
chemical composition of such materials.
Article 2
Technology License; Certain Related Matters
2.1. Grant of License. Subject to the terms and conditions of this
Agreement, MMT hereby grants to the LLC:
(i) a non-transferable, non-royalty-bearing exclusive license
(including the fact that MMT, its Affiliates and licensees are
likewise excluded) under the MMT Licensed Property (other than
the Licensed Trademarks) to: establish, own, permit, finance,
design, engineer, construct, start-up and operate CEP Plants
anywhere in the world that process Chem Weapons Feedstocks;
(ii) a non-transferable, non-royalty-bearing exclusive license
(including the fact that MMT, its Affiliates and licensees are
likewise excluded) to sublicense the MMT Licensed Property,
subject to and in accordance with the requirements of Article
6, to third parties (including Affiliates and Subsidiaries of
MMT) in order to permit them to establish, own, permit,
finance, construct, start-up and operate CEP Plants located
anywhere in the world that process Chem Weapons Feedstocks;
(iii) a non-transferable, non-royalty-bearing non-exclusive license
to use the Licensed Trademarks in connection with activities
permitted under subparagraph (i) or subparagraph (ii) above;
and
(iv) a non-transferable, non-royalty-bearing non-exclusive license
to use the MMT Licensed Property for its own internal use in
connection with the activities contemplated by subparagraphs
(i)-(iii) above.
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2.2. Third Party Limitations on License Grants. The licenses granted by
MMT pursuant to Section 2.1 above, insofar as they relate to technology,
property or rights that are developed or acquired with or from any third party
in the future, may become subject to any applicable restrictions and consents
relating to such technology, property or rights under any license or similar
agreement to which MMT may in the future become a party. In the event that any
such license or other agreement imposes restrictions that may apply to the
transactions contemplated by this Agreement, MMT will make reasonable efforts to
obtain license rights as contemplated by this Agreement for the LLC. If MMT is
unable to so obtain such rights, it will cooperate to make available to the LLC
such rights as the third party is willing to grant to or for the LLC. As part of
the foregoing, MMT shall use reasonable efforts to assure that the LLC enjoys
license or other rights no less favorable with respect to the applicable
Intellectual Property acquired from such third parties than other licensees of
MMT generally.
2.3. Extension of License to Subsidiaries. The licenses granted in Section
2.1 shall include the right of the LLC to sublicense its Subsidiaries. Any such
sub-license shall be on terms and conditions satisfactory to each of MMT and the
LLC.
2.4. Success Fees.
(a) For any project undertaken by the LLC employing CEP in the
Chem Demil Market, the LLC shall pay MMT a success fee in an
amount between 5% and 10% of the project's total installed
costs, up to a maximum of $5 million per project; provided
that no such success fee shall be payable with respect to any
project deployed for the JCW Market. The amount of any success
fee payable for any particular project shall be determined by
the Board of Directors of the LLC at the time the Board of
Directors of the LLC decides to proceed with the applicable
project.
(b) The LLC's obligations under this Section 2.4 shall terminate
upon MMT's receipt from the LLC of a total of $25 million in
cumulative success fees pursuant to this Section 2.4. There
shall be no limit on the number of projects for which success
fees are payable. All success fees shall become payable to MMT
upon Project Acceptance of the applicable CEP system, and
shall be in addition to any other compensation payable to MMT
by any Person. Any particular fee payable to MMT pursuant to
paragraph (a) above and this paragraph (b) shall be paid on a
quarterly basis to MMT from all revenues generated by the
particular CEP Plant for the particular quarter.
(c) The LLC and MMT shall negotiate and prepare a Task Order for
the technical demonstration by MMT of CEP processing for
surrogates of "Japanese Chemical Weapons" as contemplated by
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Section 5 of the Japanese Extension Agreement (the "JCW Task
Order"). At the time MMT completes a successful technical
demonstration, as determined by the criteria to be set forth
in the JCW Task Order, a $3,500,000 fee shall become payable
by the LLC. This fee shall be paid, in no event prior to
January 2, 1998, on a quarterly basis out of all LLC Cash Flow
for the applicable quarter. For purposes of this paragraph (c)
"LLC Cash Flow" means, with respect to any period, the LLC's
cash flows from operations for such period, with all of the
foregoing determined in accordance with GAAP (subject to the
establishment by the Board of Directors of the LLC of
reasonable reserves to meet liabilities of the LLC (including
contingent, conditional and unmatured liabilities)).
(d) The LLC will not make any cash distributions to its members at
any time when any fee referred to in this Section 2.4 has
become payable but has not yet been paid in full.
Article 3
Technical Liaison; Access to Technology
3.1. Technical Liaisons. MMT and the LLC have designated one or more
employees to serve as technical liaison (the "Technical Liaison") for them under
this Agreement and have notified the other party of the identity and address of
such Technical Liaison. The Technical Liaison will continue to be the primary
interface for all issues under this Agreement relating to technology, including
the access to MMT Licensed Property referred to in Section 3.2 below, the
ongoing program referred to in Section 4.7 relating to confidentiality concerns,
the treatment of Improvements and Related Technology pursuant to Article 5 and
the sublicensing program referred to in Article 6. However, no Technical Liaison
shall be authorized to amend or waive any provision of this Agreement or any
Related Agreement. Each of MMT and the LLC may change its Technical Liaison at
any time and from time to time during the term of this Agreement by notifying
the other party and its Technical Liaison in writing. Each Technical Liaison may
nominate a designee to act on its behalf by giving a similar notification.
3.2. Access to Technology.
(a) In order to ensure that the LLC has sufficient access to and
familiarity with the MMT Licensed Property, the Technical Liaisons
shall meet from time to time to review and discuss the MMT Licensed
Property. The Technical Liaisons shall, as appropriate, cause
appropriate MMT and LLC employees to attend such meetings. The MMT
Technical Liaison shall provide the LLC Technical Liaison with such
writings, documents, instruments,
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programs (in object code form), information, data, and recordations
of or other tangible embodiments or manifestations of any portion of
the MMT Licensed Property as is reasonably requested by the LLC
Technical Liaison.
(b) All information furnished to the LLC pursuant to paragraph (a) above
shall be subject to the confidentiality and other obligations of
Article 4 and shall be furnished or made available to the LLC in a
manner consistent with the procedures contemplated by Article 4.
Article 4
Title to MMT Licensed Property;
Confidentiality and Related Matters
4.1. Title to MMT Licensed Property. Title to all MMT Licensed Property
shall at all times remain and vest solely with MMT. Each of LMC and the LLC
agrees that it will not claim or assert any right, title or interest in or to
any such MMT Licensed Property as a result of or in connection with the
relationships created under the Restructuring Agreement. Nothing in this Section
4.1 shall effect the rights of MMT, LMC or the LLC to assert a claim under this
Agreement for any breach by any other party of any representation or warranty in
this Agreement.
4.2. Confidentiality Obligations of the LLC and LMC.
(a) Each of the LLC and LMC agrees that it will use MMT Confidential
Information only in connection with the activities contemplated by
this Agreement and the Related Agreements, and it will not disclose
any MMT Confidential Information to any Person except as expressly
permitted by this Section 4.2.
(b) The LLC may disclose MMT Confidential Information:
(i) to LMC;
(ii) to the LLC's officers and employees who have a reasonable need
to know the contents thereof and who have signed an Employee
Non-Disclosure Agreement;
(iii) on a confidential basis to those Advisors of the LLC who have
a reasonable need to know the contents thereof, so long as
such disclosure is made pursuant to the procedures referred to
in Section 4.7(c);
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(iv) to any other Person if the MMT Technical Liaison consents to
such disclosure and such disclosure is made pursuant to the
procedures referred to in Section 4.7(c);
(v) to any sublicensee pursuant to any sublicense granted by the
LLC pursuant to Article 6;
(vi) to the extent required by applicable statute, rule or
regulation or any court of competent jurisdiction; provided
that the LLC has made reasonable efforts to conduct its
relevant business activities in a manner such that the
disclosure requirements of such statute, rule or regulation or
court of competent jurisdiction do not apply, and provided
further that MMT (through the MMT Technical Liaison) is given
notice and an adequate opportunity to contest such disclosure
or to use any means available to minimize such disclosure
(e.g., the "confidential treatment" provisions of Rule 24b-2
promulgated under the Securities Exchange Act of 1934, as
amended); and
(vii) to the extent such MMT Confidential Information has become
generally available publicly through no fault of the LLC, LMC
or their directors, officers, employees, Advisors or
sublicensees.
(c) LMC may disclose MMT Confidential Information:
(i) to its directors, officers and employees, its Subsidiaries and
their directors, officers and employees, in each case to the
extent they have a reasonable need to know the contents
thereof and who have agreed in writing with MMT to be bound by
the provisions of this Article 4;
(ii) on a confidential basis to those Advisors of LMC who have a
reasonable need to know the contents thereof, so long as such
disclosure is made pursuant to the procedures referred to in
Section 4.7(c);
(iii) to the extent required by applicable statute, rule or
regulation or any court of competent jurisdiction; provided
that LMC has made reasonable efforts to conduct its relevant
business activities in a manner such that the disclosure
requirements of such statute, rule or regulation or court of
competent jurisdiction do not apply, and provided further that
MMT (through the MMT Technical Liaison) is given notice and an
adequate opportunity to contest such disclosure or to use any
means available to minimize such disclosure (e.g., the
"confidential treatment" provisions of Rule
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24b-2 promulgated under the Securities Exchange Act of 1934,
as amended); and
(iv) to the extent such MMT Confidential Information has become
generally available publicly through no fault of the LLC, LMC
or their Affiliates or their directors, officers, employees,
Advisors or sublicensees.
4.3. Confidentiality Obligations of the LLC and MMT.
(a) Each of the LLC and MMT agrees that it will use LMC Confidential
Information only in connection with the activities contemplated by
this Agreement and the Related Agreements, and it will not disclose
any LMC Confidential Information to any Person except as expressly
permitted by this Section 4.3.
(b) The LLC may disclose LMC Confidential Information:
(i) to MMT;
(ii) to the LLC's officers and employees who have a reasonable need
to know the contents thereof and who have signed an Employee
Non-Disclosure Agreement;
(iii) on a confidential basis to those Advisors of the LLC who have
a reasonable need to know the contents thereof, so long as
such disclosure is made pursuant to the procedures referred to
in Section 4.7(c);
(iv) to any other Person if LMC consents to such disclosure and
such disclosure is made pursuant to the procedures referred to
in Section 4.7(c);
(v) to any sublicensee pursuant to any sublicense granted by the
LLC pursuant to Article 6;
(vi) to the extent required by applicable statute, rule or
regulation or any court of competent jurisdiction; provided
that the LLC has made reasonable efforts to conduct its
relevant business activities in a manner such that the
disclosure requirements of such statute, rule or regulation or
court of competent jurisdiction do not apply, and provided
further that LMC is given notice and an adequate opportunity
to contest such disclosure or to use any means available to
minimize such disclosure (e.g., the "confidential treatment"
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provisions of Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended); and
(vii) to the extent such LMC Confidential Information has become
generally available publicly through no fault of the LLC, MMT
or their directors, officers, employees, Advisors or
sublicensees.
(c) MMT may disclose LMC Confidential Information:
(i) to its directors, officers and employees, its Subsidiaries and
their directors, officers and employees, in each case to the
extent they have a reasonable need to know the contents
thereof and who have agreed in writing with LMC to be bound by
the provisions of this Article 4;
(ii) on a confidential basis to those Advisors of MMT who have a
reasonable need to know the contents thereof, so long as such
disclosure is made pursuant to the procedures referred to in
Section 4.7(c);
(iii) to the extent required by applicable statute, rule or
regulation or any court of competent jurisdiction; provided
that MMT has made reasonable efforts to conduct its relevant
business activities in a manner such that the disclosure
requirements of such statute, rule or regulation or court of
competent jurisdiction do not apply, and provided further that
LMC is given notice and an adequate opportunity to contest
such disclosure or to use any means available to minimize such
disclosure (e.g., the "confidential treatment" provisions of
Rule 24b-2 promulgated under the Securities Exchange Act of
1934, as amended); and
(iv) to the extent such LMC Confidential Information has become
generally available publicly through no fault of the LLC, MMT
or their Affiliates, their directors, officers, employees,
Advisors or sublicensees.
4.4. Confidentiality Obligations of MMT and LMC.
(a) Each of MMT and LMC agrees that it will use LLC Confidential
Information only in connection with the activities contemplated by
this Agreement and the Related Agreements, and it will not disclose
any LLC Confidential Information to any Person except as expressly
permitted by this Section 4.4.
(b) MMT may disclose LLC Confidential Information:
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(i) to LMC;
(ii) to MMT's officers and employees who have a reasonable need to
know the contents thereof and who have agreed in writing with
the LLC to be bound by the provisions of this Article 4;
(iii) on a confidential basis to those Advisors of MMT who have a
reasonable need to know the contents thereof, so long as such
disclosure is made pursuant to the procedures referred to in
Section 4.7(c);
(iv) to the extent required by applicable statute, rule or
regulation or any court of competent jurisdiction; provided
that MMT has made reasonable efforts to conduct its relevant
business activities in a manner such that the disclosure
requirements of such statute, rule or regulation or court of
competent jurisdiction do not apply, and provided further that
the LLC is given notice and an adequate opportunity to contest
such disclosure or to use any means available to minimize such
disclosure (e.g., the "confidential treatment" provisions of
Rule 24b-2 promulgated under the Securities Exchange Act of
1934, as amended); and
(v) to the extent such LLC Confidential Information has become
generally available publicly through no fault of MMT or LMC or
their directors, officers, employees, Advisors or
sublicensees.
(c) LMC may disclose LLC Confidential Information:
(i) to MMT;
(ii) to its directors, officers and employees, its Subsidiaries and
their directors, officers and employees, in each case to the
extent they have a reasonable need to know the contents
thereof and who have agreed in writing with the LLC to be
bound by the provisions of this Article 4;
(iii) on a confidential basis to those Advisors of LMC who have a
reasonable need to know the contents thereof, so long as such
disclosure is made pursuant to the procedures referred to in
Section 4.7(c);
(iv) to the extent required by applicable statute, rule or
regulation or any court of competent jurisdiction; provided
that LMC has made reasonable efforts to conduct its relevant
business activities in a
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manner such that the disclosure requirements of such statute,
rule or regulation or court of competent jurisdiction do not
apply, and provided further that the LLC is given notice and
an adequate opportunity to contest such disclosure or to use
any means available to minimize such disclosure (e.g., the
"confidential treatment" provisions of Rule 24b-2 promulgated
under the Securities Exchange Act of 1934, as amended); and
(v) to the extent such LLC Confidential Information has become
generally available publicly through no fault of MMT or LMC or
their directors, officers, employees, Advisors or
sublicensees.
4.5. Treatment of Licensed Software Programs. Any Licensed Software
Programs furnished by MMT to the LLC shall be furnished in object code form only
(i.e., in magnetic or electronic binary form on software media, which are
readable and usable by machines, but not generally readable by humans without
reverse assembly, reverse compiling or reverse engineering). The LLC agrees that
it will not attempt to modify, disassemble, decompile, reverse-engineer or
otherwise endeavor to discover or disclose the methods and concepts embodied in
the Licensed Software Programs. All Licensed Software Programs shall be marked
with such copyright, patent, proprietary legends, restrictions or other notices
as MMT may request, and the LLC agrees not to remove or destroy any such xxxx or
notice on any of the Licensed Software Programs.
4.6. Disclosure to Government Authorities. The Technical Liaisons shall
promptly establish and implement all procedural safeguards required or advisable
in connection with the performance of government contracts to protect the
confidentiality and value of the MMT Licensed Property and the assets of the
LLC. Each of LMC, MMT and the LLC agree to comply, and cause their employees to
comply, with such procedural safeguards.
4.7. Ongoing Confidentiality Program; Patent Markings.
(a) In order to ensure that each of the LLC, LMC and MMT complies with
its obligations in Sections 4.1 through 4.6, the Technical Liaisons
shall meet from time to time as required to discuss issues relating
to confidentiality and disclosure and other matters addressed by
this Article 4.
(b) With respect to any disclosure by the LLC to any of its officers or
employees permitted pursuant to Section 4.2(b)(ii) or Section
4.3(b)(ii), the LLC shall cause each of its officers and employees
to sign employee non-disclosure and invention agreements in the form
attached as Annex A hereto or in such other form as is approved from
time to time by the MMT Technical Liaison ("Employee Non-Disclosure
Agreements").
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(c) With respect to any disclosure by the LLC, MMT or LMC to any of its
Advisors or by the LLC to any prospective customers, vendors,
suppliers or other third Persons as permitted in Sections 4.2-4.4,
the Technical Liaison will institute procedures designed to maintain
the confidentiality of MMT Confidential Information, the LLC
Confidential Information and LMC Confidential Information while
facilitating the LLC's business activities. These procedures shall
include the preparation of standard forms of confidentiality
agreements to be used by the LLC in connection with its business.
(d) The Technical Liaisons will implement a program for the use of
patent markings by the LLC as appropriate to fully protect the
Licensed Patents and Licensed Patent Applications in each applicable
country where they exist.
4.8. Quality Control. The LLC shall provide to MMT a reasonable
opportunity to inspect the CEP Plants using the MMT Licensed Property and the
services provided by the LLC under the Licensed Trademarks (collectively, the
"LLC Services"), upon MMT's reasonable request from time to time, no more
frequently than four times per year (or more often as is required in the event
that MMT determines in good faith that an emergency condition exists), in order
to enable MMT to maintain an appropriately high level of quality commensurate
with the valuable goodwill associated with the Trademarks (the "Quality
Standard"). If MMT reasonably determines that the applicable CEP Plants or the
LLC Services being performed by the LLC do not meet the Quality Standard, MMT
shall provide the LLC with written notice (the "Failure Notice") of such
failure, specifying the particular aspect of the applicable CEP Plants or the
LLC Services which MMT claims does not meet the Quality Standard and the
particular failure, together with any supporting documentation of such failure.
If the LLC shall not have met such Quality Standard for such LLC Services and
does not (i) take appropriate action to diligently commence to cure such failure
within thirty (30) days after receipt of the Failure Notice and (ii) cure such
failure by causing such LLC Services to meet such Quality Standard and provide
documentation of such cure reasonably acceptable to MMT within sixty (60) days
after the receipt of the Failure Notice (or, if such failure is not reasonably
susceptible to cure within such 60-day period, within 120 days after the receipt
of the Failure Notice), MMT may pursue any available remedies pursuant to the
Dispute Resolution Agreement.
4.9. Corporate Names. The LLC shall be entitled to refer to MMT and LMC in
its advertising and other promotional materials, subject to compliance with
guidelines, to be adopted by the Board of Directors of the LLC, addressing the
need to maintain a separate legal identity for the LLC, to identify the LLC as a
licensee of the MMT Licensed Property and similar concerns.
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Article 5
Improvements and Inventions
(a) All Intellectual Property (including all Improvements) relating to
CEP or necessary or useful to any application of CEP conceived,
created, made, developed or reduced to practice by or for MMT or LLC
personnel, or LMC personnel assigned to work on LLC activities
("Related Technology"), will be owned by MMT and title to all such
Intellectual Property, including patents, patent applications,
patents issued with respect thereto and copyrights filed or granted,
will be issued solely in MMT's name.
(b) LLC agrees to give the MMT Technical Liaison prompt notice of any
Related Technology, using a standard form of invention disclosure
form to be approved from time to time by the Technical Liaisons. LLC
agrees to give MMT all reasonable assistance in obtaining patent,
copyright or other protection and in preparing and prosecuting any
patent application or copyright application filed by MMT for any
Related Technology, and the LLC will cause to be executed all
assignments and other instruments and documents as MMT may consider
necessary or appropriate to carry out the intent of this Section
5.1. MMT shall be solely responsible for all decisions relating to
seeking or maintaining patent or copyright or other protection for
any Improvement or Related Technology, and shall be responsible for
all expenses incurred in obtaining and maintaining any such
protection.
(c) All Improvements and Related Technology, to the extent that they
come within the definition of MMT Licensed Property, will be subject
to the licenses granted by MMT pursuant to Section 2.1, and LLC
shall not be required to pay any royalties or other fees for the
license of such Improvements and Related Technology. MMT shall have
the unrestricted right to license any of the Improvements or Related
Technology to any third parties without notice or accounting to the
LLC.
Article 6
Sublicensing
6.1. Obligations To Sublicense. In order to commercialize CEP technology
for Chem Weapons Feedstocks, the LLC shall create and implement a comprehensive
program to promote sublicensing of the MMT Licensed Property to appropriate
third parties in order to permit them to establish, own, permit, finance,
construct, start-up and operate CEP Plants located anywhere in the world that
process Chem Weapons Feedstocks.
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6.2. Form of Sublicensing Agreements. As part of the comprehensive
sublicensing program referred to in Section 6.1, the Technical Liaisons shall
develop various forms of sublicense agreements to be used by the LLC. With
respect to any sublicense agreement to be used by the LLC, MMT shall have the
right to approve the sublicensee to the extent that the past practices of the
sublicensee raise quality control issues, and MMT shall have the right to
approve those terms of the sublicense agreement relating to the MMT Licensed
Property, the confidentiality and other safeguards to be required and any
operating requirements designed to promote quality control.
Article 7
Infringements
7.1. Detection of Infringements, Etc.
(a) MMT and the LLC shall use their respective reasonable efforts to
detect any infringement, misappropriation, violation, dilution or
unauthorized or improper use of the MMT Licensed Property or unfair
competition related to the Licensed Trademarks (collectively,
"Infringements", and individually an "Infringement"). In the event
that either MMT or the LLC shall become aware of any such
Infringement, or of any claim that the use of the MMT Licensed
Property infringes, misappropriates, violates or dilutes any
proprietary right or property of any third Person, or of any product
liability claim or action based on or arising out of the use of the
MMT Licensed Property by either MMT or the LLC, such party shall
promptly give written notice thereof to the other parties.
(b) As part of the Technical Liaisons' regular meetings referred to in
Article 3, the Technical Liaisons shall discuss any issues related
to Infringement or the other matters referred to in paragraph (a)
above.
7.2. Infringements of MMT Licensed Technology. In the event of any
Infringement of the MMT Licensed Property which is materially and adversely
affecting the Chem Demil Market, MMT shall undertake all actions reasonably
required to redress, oppose, prevent, or restrain such Infringement. In the
event that MMT does not take appropriate actions with a view to addressing such
Infringement within ninety (90) days of MMT becoming aware of such Infringement
(as evidenced by the written notice thereof given by MMT or the LLC to the other
party as provided in Section 7.1 above), the LLC will have the right to commence
such a legal action or proceeding to the extent reasonably required to redress,
oppose, prevent, or restrain such Infringement. Either party bringing any such
legal action or proceeding shall consult with the other party prior to
commencing the same and shall consider any recommendations by the other party
with respect to the conduct and settlement or compromise thereof and any
reasonable alternative resolutions of the Infringement matter. Each party shall
cooperate as may be
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reasonably necessary or appropriate in the prosecution, settlement or compromise
of any such legal action or proceeding commenced by the other party in respect
of any Infringement of the MMT Licensed Property, and agrees to be joined as a
party to any such action or proceeding if it is deemed to be necessary or
desirable by counsel retained by the other party for the prosecution of such
action or proceeding. If either party proceeds to bring any legal action or
proceeding pursuant to the procedure provided for in this Section 7.2, MMT will
bear all reasonable costs of such action or proceeding and will be entitled to
receive and retain all proceeds realized as a result of any settlement thereof
or any judgment thereon ("Proceeds"). However, in the event that MMT receives
any Proceeds, and any portion of such Proceeds is directly attributable to
Infringement that adversely affected the Chem Demil Market, MMT shall remit to
the LLC, after reimbursement of MMT's costs of such action or proceeding, such
portion of such Proceeds.
7.3. MMT Infringement Claims. Except for any claim to be defended by the
LLC pursuant to Section 7.4, in the event of any claim that any MMT Licensed
Property, or any equipment, material or process based on or utilizing MMT
Licensed Property, infringes, misappropriates, violates or dilutes any
proprietary right or property of any third Person (each an "MMT Infringement
Claim"), then, subject to Section 7.5 below MMT shall have the obligation to
take all actions reasonably necessary to oppose or defend such claims and to pay
any judgment or settlement amount awarded or obtained with respect to such MMT
Infringement Claim. In the course of opposing or defending any such MMT
Infringement Claim, MMT shall consult with the LLC in connection with all
material issues relating to such opposition or defense and shall consult with
the LLC prior to commencing the same and shall consider any recommendations by
the LLC with respect to the conduct and settlement or compromise thereof and any
reasonable alternative resolutions of the MMT Infringement Claim. In the event
that MMT does not undertake to oppose or defend any such action within ninety
(90) days after MMT becomes aware of such MMT Infringement Claim, the LLC will
have the right to undertake the opposition or defense of such claim in MMT's
name. In the event that the LLC undertakes the opposition or defense of such
claim, the LLC shall consult with MMT in connection with all material issues
relating to such opposition or defense and shall consult with MMT prior to
commencing the same and shall consider any recommendations by MMT with respect
to the conduct and settlement or compromise thereof and any reasonable
alternative resolutions of the MMT Infringement Claim. The LLC shall not settle
any MMT Infringement Claim without MMT's prior written consent. If the LLC
undertakes to oppose or defend any MMT Infringement Claim pursuant to the
procedures provided for in this Section 7.3, MMT shall bear all costs of such
action or proceeding and shall pay any judgment or settlement amount awarded or
obtained with respect to such MMT Infringement Claim.
7.4. LLC Infringement Claims. In the event of any claim that any
combination by the LLC of any non-infringing MMT Licensed Property, or any
non-infringing equipment, material or process based on or utilizing MMT Licensed
Property, with any Intellectual Property not furnished by MMT or any claim that
the use by the LLC of the
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MMT Licensed Property, or any equipment, material or process based on or
utilizing MMT Licensed Property, in a manner not contemplated by this Agreement
infringes, misappropriates, violates or dilutes any proprietary right or
property of any third Person (each a "LLC Infringement Claim"), then, subject to
Section 7.5 below, the LLC shall have the obligation to take all actions
reasonably necessary to oppose or defend such claims and to pay any judgment or
settlement amount awarded or obtained with respect to such LLC Infringement
Claim. In the course of opposing or defending any such LLC Infringement Claim,
the LLC shall consult with MMT in connection with all material issues relating
to such opposition or defense and shall consult with MMT prior to commencing the
same and shall consider any recommendations by MMT with respect to the conduct
and settlement or compromise thereof and any reasonable alternative resolutions
of the LLC Infringement Claim. In the event that the LLC does not undertake to
oppose or defend any such action within ninety (90) days after the LLC becomes
aware of such LLC Infringement Claim, MMT will have the right to undertake the
opposition or defense of such claim in the LLC's name. In the event that MMT
undertakes the opposition or defense of such claim, MMT shall consult with the
LLC in connection with all material issues relating to such opposition or
defense and shall consult with the LLC prior to commencing the same and shall
consider any recommendations by the LLC with respect to the conduct and
settlement or compromise thereof and any reasonable alternative resolutions of
the LLC Infringement Claim. MMT shall not settle any LLC Infringement Claim
without the LLC's prior written consent. If MMT undertakes to oppose or defend
any LLC Infringement Claim pursuant to the procedure provided for in this
Section 7.4, the LLC shall bear all costs of such action or proceeding and shall
pay any judgment or settlement amount awarded or obtained with respect to such
LLC Infringement Claim.
7.5. Mixed Claims. In the event of any claim of infringement,
misappropriation, violation or dilution of any proprietary right or property of
any third Person based solely on the MMT Licensed Property, or any equipment,
material or process based on or utilizing MMT Licensed Property, such claim will
be treated as an MMT Infringement Claim and governed by the defense,
indemnification and other provisions of Section 7.3. In the event of any such
claim based solely on the combination by the LLC of any non-infringing MMT
Licensed Property, or any non-infringing equipment, material or process based on
or utilizing MMT Licensed Property, with any Intellectual Property not furnished
by MMT or any such claim based solely on the use by the LLC of the MMT Licensed
Property, or any equipment, material or process based on or utilizing MMT
Licensed Property, in a manner not contemplated by the applicable conceptual
design package approved by or at the direction of the Board of Directors of the
LLC with respect to the particular CEP Plant, such claim will be treated as a
LLC Infringement Claim and governed by the defense, indemnification and other
provisions of Section 7.4. In the event of any claim which combines elements of
both an MMT Infringement Claim and a LLC Infringement Claim, MMT and the LLC
shall defend such claim jointly, with the costs of such defense and any judgment
or settlement amount awarded or obtained to be shared between them based on the
damages
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attributable to the MMT Infringement Claim versus the damages attributable to
the LLC Infringement Claim.
Article 8
Representations and Warranties of the LLC
The LLC represents and warrants to MMT as follows:
8.1. Power and Authority. The LLC has full power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby.
8.2. Approval; Binding Effect. The LLC has obtained all necessary
authorizations and approvals required for the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby. This
Agreement has been duly executed and delivered by the LLC and constitutes the
legal, valid and binding obligation of the LLC, enforceable against the LLC in
accordance with its terms.
8.3. Non-Contravention; Approvals. Neither the execution and delivery of
this Agreement by the LLC nor the consummation by the LLC of the transactions
contemplated hereby constitutes a violation of, or conflicts with, constitutes
or creates a default under, or results in the creation or imposition of any
liens upon any property of the LLC pursuant to (a) the LLC Agreement; (b) any
agreement or commitment to which the LLC is a party or by which the LLC or any
of its properties is bound or to which the LLC or any of its properties is
subject; or (c) any statute, regulation, rule, judgment, order, decree,
stipulation, injunction, charge or other restriction of any government,
governmental agency or court or other tribunal to which the LLC or any of its
properties is subject. No consent, approval or authorization of, or
registration, qualification or filing by the LLC with, any governmental agency
or authority is required for the execution and delivery of this Agreement by the
LLC or for the consummation by the LLC of the transactions contemplated hereby
and thereby.
8.4. Absence of Liens. The LLC shall keep all of the MMT Licensed
Property and all of its rights under this Agreement free and clear of any
lien, charge, security interest or other encumbrance.
Article 9
Representations and Warranties of MMT
MMT represents and warrants to the LLC as follows:
9.1. Power and Authority. MMT has full power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
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9.2. Approval; Binding Effect. MMT has obtained all necessary
authorizations and approvals required for the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby. This
Agreement has been duly executed and delivered by MMT and constitutes the legal,
valid and binding obligation of MMT, enforceable against MMT in accordance with
its terms.
9.3. Non-Contravention; Approvals. Neither the execution and delivery of
this Agreement by MMT nor the consummation by MMT of the transactions
contemplated hereby constitutes a violation of, or conflicts with, constitutes
or creates a default under, or results in the creation or imposition of any
liens upon any property of MMT pursuant to (a) its charter or by-laws; (b) any
agreement or commitment to which MMT is a party or by which MMT or any of its
properties is bound or to which MMT or any of its properties is subject; or (c)
any statute, regulation, rule, judgment, order, decree, stipulation, injunction,
charge or other restriction of any government, governmental agency or court or
other tribunal to which MMT or any of its properties is subject. Except for any
filing required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976,
no consent, approval or authorization of, or registration, qualification or
filing by MMT with, any governmental agency or authority is required for the
execution and delivery of this Agreement by MMT or for the consummation by MMT
of the transactions contemplated hereby and thereby.
Article 10
Export Controls
The LLC agrees that it will comply with all United States and foreign laws
regarding the import or export of any of the MMT Licensed Property or any
embodiment thereof.
Article 11
Termination
11.1. Events of Termination. Except as provided in Section 11.2
below, this Agreement shall terminate upon the earliest to occur of:
(a) the mutual written consent at any time of the LLC and MMT; and
(b) the dissolution of the LLC in accordance with the provisions of
Section 10.1 of the LLC Agreement unless MMT and the LLC agree prior
to such date to renew this Agreement for an additional term.
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11.2. Effects of Termination.
(a) In the event of any termination of this Agreement pursuant to
Section 11.1, (i) the licenses and sublicenses granted pursuant to
Article 2 and Article 6 shall terminate except as provided in
paragraph (b) below and (ii) the provisions of Section 2.4 and
Articles 1, 4, 5, 7, 10, 11, 12 and 13 shall survive such
termination.
(b) In the event of any termination of this Agreement pursuant to
Section 11.1, the licenses granted pursuant to Article 2 shall
remain in effect with respect to (i) all CEP Plants previously
constructed by the LLC, (ii) any CEP Plants under contract
which have not yet commenced commercial operation, to the
extent the Board of Directors of the LLC or the "Liquidator",
pursuant to the procedures referred to in Article 10 of the
LLC Agreement, elects to complete the development of such CEP
Plants, and (iii) any sublicense in effect at the time of
termination. Any fees that have become or thereafter become
payable pursuant to Section 2.4 of this Agreement shall remain
payable by the LLC. The licenses granted in Article 2 and any
sublicense granted pursuant to Article 6 shall remain in
effect with respect to any such CEP Plant for the life of such
CEP Plant.
Article 12
*
Article 13
General
13.1. Disclosure and Publicity. The LLC agrees to provide prior
notice of any material press releases to MMT.
13.2. Expenses. Except as expressly set forth in this Agreement, all
expenses of the preparation, execution and consummation of this Agreement and
the Related Agreements and of the transactions contemplated hereby, including,
without limitation,
* Confidential treatment has been requested for this portion of Exhibit 10.2.
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attorneys', accountants and outside advisers' fees and disbursements, shall be
borne by the party incurring such expenses.
13.3. Notices. All notices, demands and other communications thereunder
shall be in writing or by written telecommunication, and shall be deemed to have
been duly given if delivered personally or if mailed by certified mail, return
receipt requested, postage prepaid or if sent by overnight courier or sent by
written telecommunication, as follows:
If to MMT:
Molten Metal Technology, Inc.
000-0 Xxxxxx Xxxx Xxxx
Xxxxxxx Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, III,
President and Chief Executive
Officer
Xxxxx X. Xxxxx, Esq., Vice President
and General Counsel
with a copy sent contemporaneously to:
Xxxxxxx, Xxxx & Xxxxx LLP
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxx X. Xxxxxxxxxxxx, Esq.
If to the LLC to:
000 Xxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxxxxxx, Xxx Xxxxxx 87102
Attention: Board of Directors
with a copy sent contemporaneously to
MMT and LMC.
If to the LMC to:
Lockheed Xxxxxx Corporation
Energy and Environment Xxxxxx
00
-25-
0000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxxxxx, XX 00000-0000
Attention: President
General Counsel
with a copy sent contemporaneously to:
Xxxxxxxx, Xxxxxx & Finger
Xxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx, Xx., Esq.
13.4. Entire Agreement. This Agreement (including the Annex hereto) and
the Related Agreements contains the entire understanding of the parties,
supersedes all prior agreements and understandings relating to the subject
matter hereof and shall not be amended or waived except by a written instrument
hereafter signed by all of the parties hereto. The LLC, LMC and MMT further
acknowledge and agree that, in entering into this Agreement and the Related
Agreements, they have not in any way relied upon any oral or written agreements,
statements, promises, information, arrangements, understandings, representations
or warranties, express or implied, not specifically set forth in this Agreement
or the Related Agreements.
13.5. Governing Law, Etc. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware,
all rights and remedies being governed by such laws, without regard to its
conflict of laws rules. As provided in the Dispute Resolution Agreement, the
parties hereto have submitted to the exclusive jurisdiction of state and federal
courts located in Delaware.
13.6. Waiver of Jury Trial. EACH OF MMT, LMC AND THE LLC HEREBY
IRREVOCABLY WAIVES ANY RIGHTS THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY OF THE
RELATED AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS OR
ACTIONS OF ANY OF THEM RELATING THERETO.
13.7. Waiver of Certain Damages. EACH OF MMT, LMC AND THE LLC TO THE
FULLEST EXTENT PERMITTED BY LAW, IRREVOCABLY WAIVES ANY RIGHTS THAT IT MAY HAVE
TO PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN RESPECT OF ANY
LITIGATION BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED
AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS OR ACTIONS OF
ANY OF THEM RELATING THERETO.
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13.8. Sections and Subsection Headings. The headings of sections
and subsections are for reference only and shall not limit or control the
meaning thereof.
13.9. Assigns. This Agreement and the Related Agreements shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
successors and permitted assigns. Neither this Agreement and the Related
Agreements nor the obligations of any party hereunder or thereunder shall be
assignable or transferable by such party without the prior written consent of
the other parties hereto.
13.10. No Implied Rights or Remedies. Except as otherwise expressly
provided herein, nothing herein expressed or implied is intended or shall be
construed to confer upon or to give any person, firm or corporation, except MMT,
LMC and the LLC, any rights or remedies under or by reason of this Agreement.
13.11. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
13.12. Dispute Resolution. All disputes or claims arising under or in any
way relating to this Agreement shall be subject to the Dispute Resolution
Agreement.
13.13. Construction. The language used in this Agreement will be deemed to
be the language chosen by the parties to express their mutual intent, and no
rule of strict construction will be applied against any party.
13.14. Severability. The invalidity or unenforceability of any particular
provision of this Agreement or any Related Agreement shall not affect the other
provisions hereof or thereof, and this Agreement and Related Agreements shall be
construed in all respects as if such invalid or unenforceable provision was
omitted.
[signature page to follow]
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IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
hereto have caused this Agreement to be duly executed and delivered as of the
date and year first above written.
MOLTEN METAL TECHNOLOGY, INC.
By: /s/ Xxxxxx X. Xxxxx, Xx.
-------------------------------------
Name: Xxxxxx X. Xxxxx, Xx.
Title: Vice President
LOCKHEED XXXXXX CHEMICAL
DEMILITARIZATION SYSTEMS, LLC
By: /s/ Xxxxxx X. Xxxxx, Xx.
-------------------------------------
Name: Xxxxxx X. Xxxxx, Xx.
Title: Director (designated by MMT)
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Director (designated by LMC)
LOCKHEED XXXXXX CORPORATION
By: /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
