Calypte definition

Calypte means Calypte Biomedical Corporation, a Delaware corporation, and any successor thereto.

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Calypte means Calypte Biomedical Corporation, and any successor thereto.

Calypte or the "Company") and ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ("Consultant") dated April 4, 2003 and is effective as of May 15, 2003.

Examples of Calypte in a sentence

• All Inventions, Designs and Materials will be the sole property of Calypte and Calypte will have the sole right to determine the treatment of any Inventions, Designs and Materials, including the right to keep them as trade secrets, to file and execute patent applications on them, to use and disclose them without prior patent application, to file registrations for copyright or trademark on them in its own name, or to follow any other procedure that Calypte deems appropriate.

• Confidential Information will not include, however, any information which is or becomes part of the public domain through no fault of your own or that Calypte regularly gives to third parties without restriction on use or disclosure.

• Calypte will reimburse you for all reasonable, ordinary and necessary travel and entertainment expenses incurred by you in conjunction with your services to Calypte hereunder.

• You hereby irrevocably transfer and assign to Calypte any and all Moral Rights that you may have in any services you render hereunder, or in any Inventions, Designs and Materials or products of Calypte.

• In performance of your services under this Agreement, you will be an independent contractor of, and are not an agent or employee of, and have no authority to bind, Calypte by contract or otherwise.

• Calypte will provide as much advance notice as possible to you of the dates and times required, and you will make every reasonable effort to make yourself available during such dates.

• You hereby irrevocably transfer and assign any and all of your right, title, and interest in and to Inventions, Designs and Materials, including but not limited to all patent rights, copyrights, trademarks and trade secrets, to Calypte.

• For purposes of this Agreement, "cause" is defined as your willful failure to follow lawful and commercially reasonable directives of the Board, and/or intentional damage to the tangible or intangible property of Calypte, and/or conviction of a crime involving moral turpitude, and/or the performance of any dishonest or fraudulent act which is or would be, in each case as determined in good faith by the Board, materially detrimental to the interest of Calypte and its other stockholders.

• You acknowledge that you will acquire information and materials from Calypte and knowledge about the business, products, programming techniques, experimental work, customers, clients and suppliers of Calypte and that all such knowledge, information and materials acquired, the existence, terms and conditions of this Agreement, and the Designs and Materials, are and will be the trade secrets and confidential and proprietary information of Calypte (collectively "CONFIDENTIAL INFORMATION").

• Your termination hereunder will not be deemed to be a termination of all your services with Calypte, for purposes of your Option, if you then are still serving Calypte as a consultant, including service as a Director.

More Definitions of Calypte

Calypte s obligation to pay royalties under Section 4.1 on PRODUCT shall only extend to PRODUCT whose manufacture, sales or use at the time of its manufacture or sale is subject to an enforceable claim of a LICENSED PATENT. Thus, this obligation shall terminate with regard to activities undertaken by CALYPTE in a given country after the expiration or lapse of the LICENSED PATENTS with claims covering this activity in that country. If all the claims of LICENSED PATENTS covering the activities of CALYPTE in a given country shall be held unenforceable or invalid by the competent authorities in that country, then CALYPTE shall have no obligation with regard to such activities unless a decision not subject to appeal becomes final which reverses this determination with regard to at least one claim covering such activities during the period in which the patents were held invalid or unenforceable. If at least one (1) claim Confidential treatment has been requested with respect to portions of this document. covering such activities is decided valid and enforceable, CALYPTE will pay the appropriate royalties for such activities within sixty (60) days after ABBOTT notifies CALYPTE that such decision has become final. Upon the written request of CALYPTE, ABBOTT shall promptly inform CALYPTE when any claim of a LICENSED PATENT expires, lapses or becomes subject to a final decision of invalidity or unenforceability.

Calypte or the "Company") and Lone Star Consulting ("Consultant") and is effective as of May 15, 2003.

Calypte or the “Company”). Pursuant to the Engagement Letter Sitrick was retained to provide certain consulting and other services (the “Services”) to the Company (the “Engagement”). The Engagement was terminated by Calypte effective as of October 25, 2002, at which time Calypte was indebted to Sitrick for unpaid fees related to Services rendered by Sitrick pursuant to the Engagement Letter plus expenses Sitrick incurred through that date (the “Debt”). As part of Sitrick’s compensation under the Engagement Letter, Calypte was to issue to Sitrick, and cause to be registered under the Securities Act of 1933 as amended, as freely-tradable, 300,000 shares of its Common Stock (the “Shares”) which Shares have been issued to Sitrick but not registered. The parties now wish to reinstate the Engagement and have Sitrick resume providing the Services, pursuant to the terms and conditions of the Engagement Letter as modified by this Letter, and to fully and finally settle all differences related to the Debt and the Shares. Effective as of March 26, 2003, the parties reinstate the Engagement pursuant to the Engagement Letter, including the previously agreed-upon monthly retainer of $7,500 plus expenses for investor relations consulting services (“IR Services”). The Company acknowledges the $7,500 is the minimum, non-refundable monthly fee retainer for Sitrick’s IR Services. The Company further acknowledges that for IR Services: (i) Sitrick’s time charges will be billed against the retainer at the hourly rate range of $160 to $625, depending on the person performing the services; (ii) when the $7,500 monthly retainer has been fully applied against that month’s time charges, additional time charges for the month will be billed as incurred; (iii) time charges are computed on a portal-to-portal basis for any travel time for meetings held outside of Sitrick’s offices; (iv) time is charged and billed by Sitrick in increments of one-quarter of an hour; and (v) hourly rates are adjusted at the end of each calendar year. The Company also acknowledges and Sitrick agrees that Sitrick shall be compensated for any fees related to IR Services (based on time charges) incurred in a month that exceed the $7,500 monthly retainer, provided Sitrick has received prior approval from Calypte to perform additional services. The $7,500 monthly retainer shall be due and payable on or prior to the first day of the calendar month to which it relates. Fees billed in excess of the retainer for that month s...