EXHIBIT 10.8
PATENT LICENSE AGREEMENT
LICENSE NUMBER: 00-1001R
THIS AGREEMENT, made effective on the 30th day of June, 2000, by and
between Honeywell International Inc., (hereinafter "Honeywell"), a corporation
organized and existing under the laws of the State of Delaware and having a
place of business at 0000 Xxxx 00xx Xxxxxx, X.X. Xxx 000000, Xxxxxx Xxxx,
Xxxxxxxx 00000-0000, and Itec - International Technologies (hereinafter
"Licensee"), a corporation organized and existing under the laws of the State
of Delaware and having a place of business at 00000 Xxxxx Xxxxxx Xxxx, Xxxxx,
XX 00000.
WHITNESSETH:
WHEREAS, Honeywell, pursuant to Xxxxxxxx Xx. XX-XX00-00XX00000
(hereinafter "Prime Contract") with the United States Government, as
represented by the Department of Energy (Hereinafter "DOE") has developed and
/or obtained rights to Proprietary Rights, subject to the DOE nonexclusive,
nontransferable, irrevocable, paid-up license for the United states Government
and certain march-in rights and any other conditions of waivers granted by the
DOE; and
WHEREAS, Licensee desires to obtain non-exclusive rights in a limited field of
use in the Proprietary Rights.
NOW THEREFORE, in consideration of the foregoing premises, covenants,
and agreements contained herein, Honeywell and Licensee (collectively the
"Parties") hereto agree to be bound as follows:
1. Definitions
1.1 "Proprietary Rights" shall mean the patents listed in Exhibit A,
which is attached to and incorporated into this Agreement.
1.2 "Products" shall mean any and all products manufactured, used, sold,
or transferred by Licensee covered by one or more claims of the
Proprietary Rights.
1.3 "Services" shall mean any and all services provided which utilize the
methods encompassed in one or more of the claims of the Proprietary
Rights.
1.4 "Gross Sales" shall mean the total amounts invoiced to purchasers
during the accounting period in question for products and/or services
sold by Licensee. Gross Sales in the case of Products used or
transferred or Services performed shall mean the total amounts
invoiced for such products or Services, but not less than fair market
value of products and/or services as if they were sold to an
unrelated third party in similar quantities. Gross Sales shall
exclude sales tax or similar tax shown on the invoice to be paid by
buyer to Licensee.
2. Grants
2.1 Subject to the terms and conditions of this agreement, Honeywell
hereby grants to Licensee a non-exclusive, nontransferable, worldwide
license to practice the methods and to make, use, and sell, the
products and/or Services covered by the Proprietary Rights limited to
the field of use of separating and recovering motor oil from high
density polyethylene plastic (HDPE). No license, either expressed or
implied, is granted by Honeywell to Licensee hereunder with respect
to any patent or information except as specifically provided herein.
2.2 No license, either expressed or implied, is granted hereunder to use
as a trademark or otherwise the words "Honeywell" or any other
trademark or product name of Honeywell or any word or xxxx similar
thereto unless otherwise specified herein.
2.3 Licensee may indicate the products are made under license from
Honeywell by suitable legend, if the form of such legend and the
extent of Licensee's use thereof have received prior written approval
of Honeywell. Honeywell may amend or revoke prior approvals to use
such legends at any given time during the term of this Agreement, and
all rights to use such legends shall terminate with this Agreement.
2.4 No rights to sublicense are granted Licensee under this Agreement.
2.5 Licensee agrees that as resulting Products generated as a result of
this Agreement may not be substantially manufactured in the United
States, alternate net economic and technical benefits will flow to
the United States in the form of products readily available in the
market that will facilitate recycling and provide for a cleaner
environment.
2.6 Nothing in this Agreement shall constitute, or be construed to be, a
limitation or restriction upon any right otherwise possessed by
Licensee to export or sale for export any Product, or parts
therefore, in any country and on which royalties shall be paid as
provided in this Agreement.
2.7 Licensee agrees to observe all applicable United States and foreign
laws, regulations, rules, and decrees with respect to the transfer of
the proprietary Rights and related technical data to foreign
countries. FAILURE TO CONFORM TO SUCH LAWS, REGULATIONS, RULES AND
DECREES MAY RESULT IN CRIMINAL LIABILITY UNDER U.S. LAWS.
2.8 The grant hereunder is subject to the DOE nonexclusive,
nontransferable, irrevocable, paid-up license for the United States
Government and certain march-in rights and any other conditions of
waivers granted to the Proprietary Rights.
3. Consideration
3.1 In consideration of the rights and licenses granted in this
Agreement, Licensee agrees to the provisions of Exhibit B and Exhibit
C attached to and incorporated into this Agreement.
3.2 No royalties shall be owed on any Products sold to Honeywell,
Federal Manufacturing & Technologies.
3.3 Upon termination of this Agreement for any reason whatsoever, any
royalties that remain unpaid shall be properly reported and paid to
Honeywell within thirty (30) days of any such termination.
3.4 Payment of royalties due shall be made during the month following the
calendar quarter covered thereby in U.S. Dollars, payable to the
order of Honeywell International Inc., pursuant to the report to be
transmitted in accordance with section 4 below. All amounts paid in
USA currency are to be calculated at the official rate of exchange on
the last day of the calendar quarter for which payment is due, or if
more than one rate of exchange is available, then at the most
favorable rate to Honeywell for such day.
3.5 Any and all funds or financial receivables owed to Honeywell by the
Licensee under this Agreement that remain overdue for a period of 90
days or more after date of invoice shall be declared delinquent, and
Honeywell shall have the right, but not the obligation, to refer any
or all such delinquent receivables to any collection agency or
agencies for collection according to whatever DOE procedures, rules
and requirements are then in effect for overdue or delinquent
collections.
3.6 Licensee grants and agrees to grant to Honeywell a free, irrevocable,
non-exclusive, nontransferable, worldwide license to make, have made,
use, sell and/or practice the proprietary Rights and related products
or services, under any improvement patent rights or technical
information relating to proprietary Rights as to which Licensee has
the right, during the life of this agreement, to make the grants
herein provided. Licensee shall (a) provide Honeywell with a copy of
each patent and patent application licensed hereunder within (60)
days after this Agreement is executed or after the filing or
acquisition by Licensee, and (b) at Honeywell's expense provide in
complete detail the technical information licensed hereunder, and (c)
execute any documents and agreements Honeywell deems necessary to
perfect its rights under this section.
4. Records and Reports
4.1 Licensee agrees to keep adequate and sufficiently detailed records of
utilization of the Proprietary Rights to enable royalties payable
hereunder to be determined and to make such records available for
inspection by authorized representatives of Honeywell at any time
during the regular business hours of Licensee. Licensee agrees that
any additional records of Licensee, as Honeywell may reasonably
determine are necessary to verify the utilization of proprietary
Rights, shall also be maintained during and for a minimum of three
(3) years following termination of this Agreement.
4.2 Within thirty (30) calendar days after the close of each calendar
quarter during the term of this Agreement, Licensee shall furnish
Honeywell a written report providing:
(a)a list of all separately identifiable types (i.e. model numbers or
equivalent) of Products sold, leased or otherwise utilized, or Services
rendered,
(b)the quantity of each type of product or service,
(c)the Gross sales for each type of product or Service,
(d)sales to any U.S. governmental agency
(e)a separate report shall be prepared for each country in which Products or
Services are sold,
(f)amount of royalties due in U.S. Dollars for the preceding calendar quarter
pursuant to the provisions hereof.
1. Technical Assistance
1.1 Honeywell agrees, upon the written request of Licensee, to assist
Licensee in obtaining necessary approvals for technical assistance at
Honeywell's facilities under appropriate agreements. The cost of
such technical assistance shall be paid by the Licensee.
2. Patent Provisions
2.1 Licensee shall place appropriate patent notices on Products which
incorporate any invention covered by any licensed Proprietary Rights.
2.2 Licensee shall give notice of any suspected or discovered third party
infringement to Honeywell. Honeywell may, in its sole discretion,
take appropriate action to stop or prevent such infringement,
including the filing and prosecution of patent litigation; and
Honeywell shall have the right to include Licensee as a party in such
litigation where necessary for the conduct thereof. If Honeywell and
Licensee desire and agree to joint participation in any infringement
suit or other enforcement action with respect to any of the Products
or Services, the respective responsibilities of the parties, and
their contributions to the costs and participation in recoveries,
will be agreed upon in writing prior to undertaking such joint
enforcement action.
2.3 Licensee and Honeywell agree to cooperate in the prosecution of any
such legal actions or settlement actions undertaken under this
section and each will provide to the other all pertinent data in its
possession which may be helpful in the prosecution of such actions.
2.4 In the event of any actual or threatened infringement suit against
Licensee or its customers which would affect the manufacture, use, or
sale of Products or Services, Licensee shall promptly give written
notice of such actual or threatened suit to Honeywell and Honeywell
will make available to Licensee free of charge information in its
possession which Honeywell believes will assist Licensee in defending
or otherwise dealing with such suit.
2.5 Licensee is aware that DOE concurrence mat be required in certain
situations including those involving litigation and/or changes to
patent rights.
3. Representations and Warranties
3.1 Honeywell represents and warrants that Exhibit A contains a complete
listing of all proprietary rights licensed pursuant to this Agreement
and that Honeywell has the right to grant the rights, licenses, and
privileges granted herein.
3.2 Honeywell represents and warrants that it has received no notice of
any claim of infringement made to date against Honeywell for
practicing the Proprietary Rights anywhere in the world. Honeywell
makes no representation to Licensee regarding the scope or
enforceability of the Proprietary Rights and does not warrant that
any Products manufactured or sold or Services performed pursuant to
this agreement will not infringe patents of others.
3.3 Except as set forth above, Honeywell makes NO REPRESENTATIONS AND
WARRANTIES, expressed or implied, with regard to the infringement of
Proprietary Rights of any third party.
3.4 Licensee is hereby put on notice that export of any goods or
technical data from the United States may require some form of
license from the U.S. Government. Failure to obtain necessary export
licenses may result in criminal liability of Licensee under U.S.
laws.
4. Disclaimers
4.1 Neither Honeywell, DOE, nor persons acting on their behalf will be
responsible for any injury to or death of persons or other living
things or damage to or destruction of property or any other loss,
damage, or injury of any kind whatsoever resulting from Licensee's
manufacture, use or sale of materials, information, or Proprietary
Rights hereunder.
4.2 EXCEPT AS SET FORTH ABOVE, NEITHER Honeywell, DOE, NOR PERSONS ACTING
ON THEIR BEHALF MAKE ANY WARRANTY, EXPRESS OR IMPLIED: (1) WITH
RESPECT TO THE MERCHANTABILITY, ACCURACY, OR COMPLETENESS, OR
USEFULNESS OF ANY SERVICES, MATERIALS, OR INFORMATION FURNISHED
HERUNDER; (2) THAT THE USE OF ANY SUCH SERVICES, MATERIALS, OR
INFORMATION MAY NOT INFRINGE PRIVATELY OWNED RIGHTS; (3) THAT THE
SERVICES, MATERIALS, OR INFORMATION FURNISHED HEREUNDER WILL NOT
RESULT IN INJURY OR DAMAGE WHEN USED FOR ANY PURPOSE; OR (4) THAT THE
SERVICES, MATERIALS, OR INFORMATION FURNISHED HEREUNDER WILL
ACCOMPLISH THE INTENDED RESULTS OR ARE SAFE FOR ANY PURPOSE,
INCLUDING THE INTENDED OR PARTICULAR PURPOSE. FURTHERMORE,
HONEYWELL, AND DOE HEREBY SPECIFICALLY DISCLAIM ANY AND ALL
MANUFACTURED, USED, OR SOLD BY LICENSEE. NEITHER HONEYWELL, NOR THE
DOE SHALL BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IN ANY
EVENT.
4.3 Except for patent infringement actions, Licensee agrees to indemnify
Honeywell, the DOE, and persons acting in their behalf for all
damages, costs, and expenses, including attorney's fees, arising
from, but not limited to, Licensee's making, using, selling, or
exporting of any Products or performed Services, in whatever form
furnished. Licensee warrants that it has sufficient insurance to
cover its indemnification and hold harmless liabilities under this
provision including coverage that recognizes this contractual
liability. Licensee cannot, without 30 days prior notification to
Honeywell, as listed in section 12.1, materially alter or change its
coverage respecting its liabilities under this section of the
Agreement. Honeywell shall have the option within 30 days to
terminate Licensee's rights under this Agreement or seek an
alternative mutually satisfactory to the parties.
4.4 Honeywell shall provide Licensee with accurate technical information,
but Honeywell does not make any warranty and shall have no liability
with respect to the technical information, Proprietary Rights or the
use thereof; nor does Honeywell assume any responsibility or make any
warranty with respect to Products or services, manufactured, sold or
used under or as a result of this agreement.
5. Term of Agreement and Early Termination
1.1. This Agreement shall be in effect for a period of five (5) years from
the effective date of this Agreement and shall automatically renew for
one year periods unless written notice is given by either party to the
other party of termination of this Agreement on the expiration of its
original period or any of such additional yearly periods, such notice of
termination by either party to be given at least 90 days prior to the
effective termination date.
1.2. If either party defaults for any reason in any of its obligations
hereunder, the other party will have the right to terminate this
Agreement by giving written notice of termination at least sixty (60)
days prior to the effective date of such termination, such notice
specifying the default; however, that such notice will be of no effect
and termination will not occur if the specified default is remedied
prior to said effective date of termination.
1.3. Honeywell may terminate this Agreement forthwith in the event of the
bankruptcy or insolvency of Licensee, an assignment for the benefit of
creditors of Licensee, the nationalization of the industry which
encompasses any of the Products and/or Services, any suspension of
payments hereunder by governmental regulation, Licensee's failure to
commence the manufacture of the Agreement, a substantial change in
ownership of Licensee (whether resulting from merger, acquisition,
consolidation or otherwise), another company or person acquiring control
of Licensee, or the existence of a state of war between the United
States of America and any country where the Licensee has a License to
manufacture Products and/or Services. Such termination shall be without
prejudice to any rights or claims Honeywell may have against Licensee.
1.4. At least 30 days prior to filing a petition in bankruptcy, either party
must inform the other of its intention to file the petition or of
another's intention to file an involuntary petition in bankruptcy.
Further, failure to conform to this requirement shall be deemed a
material, pre-petition, incurable breach.
1.5. If this Agreement is for any reason terminated before all of the
payments herein provided for have been made (including minimum royalties
for the year in which the Agreement is terminated), Licensee shall
immediately submit a terminal report and pay to Honeywell any remaining
unpaid balance even though the due date as provided herein has not been
reached.
1.6. This Agreement shall automatically terminate upon any attempt by
Licensee to transfer its interest in whole or in part of this Agreement
to any other party not expressly authorized in writing by Honeywell.
2. Rights of Parties After Termination
1.1 Neither party shall be relieved of any obligation or liability under
this Agreement arising from any act or omission committed prior to the
effective date of such termination which obligation or liability accrued
as of the date of such termination.
1.2 From and after any termination of this Agreement, Licensee shall have
the right to sell any Products that Licensee had already manufactured
prior to termination, provided that all royalties and reports required
above shall be submitted to Honeywell.
1.3 From and after any termination of this Agreement, Licensee shall not
manufacture nor have manufactured any Products pursuant to this
Agreement.
1.4 The rights and remedies grated herein, and any other rights or remedies
which the parties may have, either at law or in equity, are cumulative
and not exclusive of others. On any termination, Licensee shall duly
account to Honeywell and transfer to it all rights to which Honeywell
may be entitled under this Agreement under any valid U.S. Patent as set
forth in Exhibit A. Licensee's duty to pay outstanding royalties
includes, but is not limited to royalty payments from Products or
Services provided pursuant to paragraph 10.2 or 10.3.
1. Force Majeure
1.1 No failure or omission by Honeywell or by Licensee in the performance of
any obligation under this Agreement shall be deemed a breach of this
Agreement or create any liability if the same shall arise from acts of
God; acts or omissions of any government or agency thereof, compliance
with rules, regulations, or orders of any governmental authority; fire;
storm; flood; earthquake; accident; acts of the public enemy; war;
rebellion; insurrection; riot; sabotage; invasion; quarantine;
restriction; or failures or delays in transportation.
1. Notices
1.1 All notices and reports shall be addressed to the parties hereto as
follows:
If to Honeywell:
Attn: Licensing Manager Telephone: (000) 000-0000
Office of Business Partnerships Facsimile: (000) 000-0000
Honeywell International Inc.
0000 Xxxx 00xx Xxxxxx
Xxxxxx Xxxx, XX 00000-0000
If to Licensee:
Xxxx XxXxxxxxxxxx, President Telephone: (000) 000-0000
Itec - International Technologies Facsimile: (740) 892-2985
00000 Xxxxx Xxxxxx Xxxx
Xxxxx, XX 00000
1.2 All payments due Honeywell should be made payable to:
Honeywell International Inc.
P. O. Xxx 000000
Xxxxxx Xxxx, Xxxxxxxx 00000-0000
In addition, all payments and remittances shall reference the number of
the Honeywell Invoice for which payment is being made, as well as the
Honeywell Technology Licensing reference account number = 00000000, and
the Honeywell License number of this license as follows: 00-
1001R{ellipsis}..
1.3 All notices provided herein shall be in writing and shall be deemed to
have been duly given when received, if delivered personally, sent by
facsimile, or sent by First Class U.S. Mail, postage prepaid, to the
party entitled thereto at its above address or at such other address as
designated in writing by the party in accordance with the provisions of
this section.
1. Non-Abatement of Royalties
1.1 Honeywell and Licensee acknowledge that certain of the proprietary
Rights may expire prior to the conclusion of the term of this Agreement;
however, Honeywell and Licensee agree that the royalty rates provided
for above shall be uniform and undiminished, except pursuant to the
Agreement.
1. Waivers
1.1 The failure of Honeywell at any time to enforce any provision of this
Agreement or to exercise any right or remedy shall not be construed to
be a waiver of such provisions or of such rights or remedy or the right
of Honeywell thereafter to enforce each and every provision, right, or
remedy.
1. Modifications
1.1 It is expressly understood and agreed by the parties hereto that this
instrument contains the entire agreement between the parties with
respect to the subject matter hereof and that all prior representations,
warranties, or agreements relating hereto have been merged into this
document and are thus suspended in totality by this Agreement. This
Agreement may be amended or modified only by a written instrument signed
by the duly authorized representative of both of the parties.
1. Headings
1.1 The headings for this section set forth in this Agreement are strictly
for the convenience of the parties and shall not be used in any way to
restrict the meaning or interpretation of the substantive language of
this Agreement.
1. Law
17.1 This Agreement shall be construed according to the laws of the
state of Missouri and the United States of America.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, in duplicate, in their respective names by their duly authorized
representatives.
HONEYWELL INTERNATIONAL INC.
By: /s/ M. Xxxxx Xxxxxx
Name: (printed) M. Xxxxx Xxxxxx
Title: Licensing Manager
Date: 7/21/00
LICENSEE:
By:: /s/ Xxxx X. De Laurentiis
Name (printed) Xxxx X. De Laurentiis
Title: President
Date: 8/4/00
EXHIBIT A,
PROPRIETARY RIGHTS
U.S. Patent Number 5,711,820, "Method to Separate and Recover Plastic from
Plastic Contaminated with Oil", awarded to Honeywell by the U.S. Patent and
Trademark Office on January 27, 1998.
Initials:
Honeywell: M.C.F.
Date: 7/21/00
Licensee: G.M.D.
Date: 8/4/00
EXHIBIT B, AMENDMENT ONE
LICENSE FEE, ROYALTIES AND MINIMUM COMMERCIAL USE BUYOUT OPTION
B.1. License Fee
In consideration of the rights and licenses granted herein, Licensee agrees to
pay Honeywell fifty thousand ($50,000) U.S. Dollars which, shall neither be
refundable nor creditable toward the royalty called for under section B.2 or
B.3. These funds shall be disbursed in three equal payments of $16,666.66
each. The first payment shall be due upon execution of this contract. The
second payment shall be due May 30, 2001, the milestone for successful
completion of product design. The third payment shall be due September 30,
2001, the milestone for shipment of the first machine. Payments on these dates
are subject to the successful performance of activities required to meet the
business plan milestones. A business plan review by Honeywell will be required
if adjustments to this schedule are requested. Subsequent payment schedule
adjustments will be based on the results of this review.
B.1. Royalties
Licensee shall pay Honeywell a royalty rate of 5 per cent (5%) to be based on
gross sales of all Products and Services sold in the United States and 3 per
cent (3%) to be based on Products and Services sold in countries other than the
United States, under the License granted under this Agreement. Royalty
payments shall be due within thirty (30) days after the close of the previous
calendar quarter as instructed in Section 12.2.
B.2. Minimum Royalties
Licensee shall pay to Honeywell royalties as stated in paragraph B.1, but in no
event shall royalties be less than the minimum royalties of fifty thousand
($50,000) U.S. Dollars during each calendar year. Licensee shall pay the
difference between the amount of actual royalties paid and the minimum royalty
within thirty (30) days after the month marking the annual anniversary of the
first unit shipped, scheduled for September 2001. The first annual minimum
payment will begin in October 2002.
NOTICE
THIS EXHIBIT CONTAINS FINANCIAL AND COMMERCIAL INFORMATION THAT IS BUSINESS
CONFIDENTIAL AND THE PARTIES HEREBY AGREE NOT TO USE OR DISCLOSE THIS EXHIBIT
TO ANY THIRD PARTY WITHOUT THE ADVANCE WRITTEN APPROVAL OF THE OTHER PARTY
HERETO, EXCEPT TO THOSE NECESSARY TO ENABLE THE PARTIES TO PERFORM UNDER THIS
AGREEMENT OR AS MAY BE REQUIRED BY THE HONEYWELL CONTRACT WITH THE DOE UNDER
THE SAME RESTRICTIONS AS SET FORTH HEREIN.
Initials:
Honeywell: M.C.F.
Date: 7/21/00
Licensee: G.M.D.
Date: 8/4/00
EXHIBIT B, AMENDMENT TWO
LICENSE FEE, ROYALTIES AND MINIMUM COMMERCIAL USE BUYOUT OPTION
B.1. License Fee
In consideration of the rights and licenses granted herein, Licensee agrees to
pay Honeywell fifty thousand ($50,000) U.S. Dollars which, shall neither be
refundable nor creditable toward the royalty called for under section B.2 or
B.3. These funds shall be disbursed in two payments, the first of which will
be $16,666; the second of which will be $33,334. The first payment shall be due
upon execution of this contract. The next payment shall be due January 31,
2003, the milestone for shipment of the first machine. Payments on these dates
are subject to the successful performance of activities required to meet the
business plan milestones. A business plan review by Honeywell will be required
if adjustments to this schedule are requested. Subsequent payment schedule
adjustments will be based on the results of this review.
B.1. Royalties
Licensee shall pay Honeywell a royalty rate of 5 per cent (5%) to be based on
gross sales of all Products and Services sold in the United States and 3 per
cent (3%) to be based on Products and Services sold in countries other than the
United States, under the License granted under this Agreement. Royalty
payments shall be due within thirty (30) days after the close of the previous
calendar quarter as instructed in Section 12.2.
B.2. Minimum Royalties
Licensee shall pay to Honeywell royalties as stated in paragraph B.1, but in no
event shall royalties be less than the minimum royalties of fifty thousand
($50,000) U.S. Dollars during each calendar year. Licensee shall pay the
difference between the amount of actual royalties paid and the minimum royalty
within thirty
(30) days after the month marking the annual anniversary of the first unit
shipped, scheduled for January 2003. The first annual minimum payment will
begin in February 2004.
NOTICE
THIS EXHIBIT CONTAINS FINANCIAL AND COMMERCIAL INFORMATION THAT IS BUSINESS
CONFIDENTIAL AND THE PARTIES HEREBY AGREE NOT TO USE OR DISCLOSE THIS EXHIBIT
TO ANY THIRD PARTY WITHOUT THE ADVANCE WRITTEN APPROVAL OF THE OTHER PARTY
HERETO, EXCEPT TO THOSE NECESSARY TO ENABLE THE PARTIES TO PERFORM UNDER THIS
AGREEMENT OR AS MAY BE REQUIRED BY THE HONEYWELL CONTRACT WITH THE DOE UNDER
THE SAME RESTRICTIONS AS SET FORTH HEREIN.
Initials:
Honeywell: M.C.F.
Date: 7/21/00
Licensee: G.M.D.
Date: 8/4/00
EXHIBIT C
DEVELOPMENT, COMMERCIALIZATION PLAN
Honeywell's patented technology licensed in this Agreement is being used to
develop the ECO2 System for the separation of oil and plastic. Licensee agrees
to invest in the commercial development of technology and market for this
product by committing Licensees resources, at a minimum, to the requirements
set forth in the Commercialization Plan provided by the Licensee for
consideration in this Agreement dated 02/25/00.
Progress and substantiation of Licensee meeting these requirements shall be
provided to Honeywell in the form of a written report received by U.S. Mail or
in the form of a presentation at a meeting between the parties at the mutual
convenience of said parties but no later than the first anniversary and each
anniversary thereafter of the effective date thereof.
NOTICE
THIS EXHIBIT CONTAINS FINANCIAL AND COMMERCIAL INFORMATION THAT IS BUSINESS
CONFIDENTIAL AND THE PARTIES HEREBY AGREE NOT TO USE OR DISCLOSE THIS EXHIBIT
TO ANY THIRD PARTY WITHOUT THE ADVANCE WRITTEN APPROVAL OF THE OTHER PARTY
HERETO, EXCEPT TO THOSE NECESSARY TO ENABLE THE PARTIES TO PERFORM UNDER THIS
AGREEMENT OR AS MAY BE REQUIRED BY THE HONEYWELL CONTRACT WITH THE DOE UNDER
THE SAME RESTRICTIONS AS SET FORTH HEREIN.
Initials:
Honeywell: M.C.F.
Date: 7/21/00
Licensee: G.M.D.
Date: 8/4/00
