ContractLicense Agreement • October 1st, 2003 • Scientific Learning Corp • Services-educational services • California
Exhibit 99.3 [EXECUTION COPY] NSC LICENSE AGREEMENT THIS NSC LICENSE AGREEMENT (“Agreement”) is entered into as of September 30, 2003 (“Effective Date”) between NEUROSCIENCE SOLUTIONS, CORPORATION, a California corporation (“NSC”) and SCIENTIFIC LEARNING CORPORATION, a Delaware corporation (“NSC”). NSC and SLC may be referred to herein individually as a “party” and collectively as the “parties.” RECITALS A. NSC and SLC have entered into a Technology Transfer Agreement dated as of September 30, 2003 (“Technology Transfer Agreement”) pursuant to which SLC has transferred certain assets to NSC and entered into a series of related agreements, including an SLC License Agreement, a Services Agreement and a Series A Stock Purchase Agreement each dated even herewith (collectively, the “Related Agreements”). B. The Technology Transfer Agreement requires that NSC enter into this Agreement with SLC in order to license to SLC certain patents that may be developed by NSC. C. NSC now desires to gr
ContractLicense Agreement • October 1st, 2003 • Scientific Learning Corp • Services-educational services • California
Exhibit 99.2 [EXECUTION COPY] SLC LICENSE AGREEMENT THIS SLC LICENSE AGREEMENT (“Agreement”) is entered into as of September 30, 2003 (“Effective Date”) between SCIENTIFIC LEARNING CORPORATION, a Delaware corporation (“SLC”) and NEUROSCIENCE SOLUTIONS, CORPORATION, a California corporation (“NSC”). NSC and SLC may be referred to herein individually as a “party” and collectively as the “parties.” RECITALS A. SLC provides products and services for use in developing the underlying cognitive skills required for reading. B. SLC’s products and services are based on patents, copyrights, trade secrets and other intellectual property, some of which SLC owns and some of which SLC has licensed from the Regents of the University of California (“Regents”) and Rutgers University (“Rutgers”) pursuant to an Exclusive License Agreement dated September 27, 1996 as amended by Amendment No. 1 effective as of January 1, 1999, Amendment No. 2 effective as of September 13, 2001 and Amendment No. 3 effectiv
ContractTechnology Transfer Agreement this Technology Transfer Agreement • October 1st, 2003 • Scientific Learning Corp • Services-educational services • California
Exhibit 99.1 TECHNOLOGY TRANSFER AGREEMENT THIS TECHNOLOGY TRANSFER AGREEMENT (“Agreement”) is entered into as of September 30, 2003(“Effective Date”) between SCIENTIFIC LEARNING CORPORATION, a Delaware corporation (“SLC”), and NEUROSCIENCE SOLUTIONS CORPORATION. a California corporation (“NSC”). Capitalized terms not otherwise defined in this Agreement are to be defined in Exhibit A. SLC and NSC may be referred to herein individually as a “party” and collectively as the “parties.” RECITALS A. SLC provides products and services for use in developing the underlying cognitive skills required for reading. B. SLC’s products and services are based on patents, copyrights, trade secrets and other intellectual property, some of which SLC owns and some of which SLC has licensed from the Regents of the University of California (“UC Regents”) and Rutgers University (“Rutgers”) pursuant to an Exclusive License Agreement dated September 27, 1996 as amended by Amendment No. 1 effective as of Janua
ContractServices Agreement this Services Agreement • October 1st, 2003 • Scientific Learning Corp • Services-educational services • California
Exhibit 99.4 [EXECUTION COPY] SERVICES AGREEMENT THIS SERVICES AGREEMENT ("Agreement") is made and entered into as of September 30, 2003 ("Effective Date") between SCIENTIFIC LEARNING CORPORATION, a Delaware corporation ("SLC") and NEUROSCIENCE SOLUTIONS CORPORATION, a California corporation (“NSC”). SLC and NSC may be referred to herein individually as a “party” and collectively as the “parties.” RECITALS A. SLC provides products and services for use in developing the underlying cognitive skills required for reading. B. SLC’s products and services are based on patents, copyrights, trade secrets and other intellectual property, some of which SLC owns and some of which SLC has licensed from the Regents of the University of California (“Regents”) and Rutgers University (“Rutgers”) pursuant to an Exclusive License Agreement dated September 27, 1996 as amended by Amendment No. 1 effective as of January 1, 1999, Amendment No. 2 effective as of September 13, 2001 and Amendment No. 3 effect
