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EXHIBIT B
Assignment
This Assignment (Assignment) is entered into by and between Charles H. Moore (the individual technology principal or CHM) on the one hand, and Technology Properties Limited (TPL), on the other hand.
NOW THEREFORE, for and in consideration of the mutual covenants herein contained as well as of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, it is covenanted and agreed by and between the parties hereto that:
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Subject Matter
- The patents and related materials described at Attachment 1, as well as all inventions, improvements, developments and discoveries conceived, discovered or reduced to practice by CHM or his affiliates prior to the expiration of the term of the ComAg and which relate to:
- Moore Microprocessor (MMP) technology, including specifically the said patents and materials and/or
- All continuations-in-part, reissues, divisions, re-examinations or counterparts of such patents, domestic or foreign
all of which is hereinafter sometimes collectively referred to as the "Licensed Technology".
- Licensed Technology shall also include all rights with respect to patent rights, copyrights, mask work rights, tradenames, trademarks, trade secrets and know-how of whatsoever kind or nature and in whatever form which relate to the Licensed Technology and in which CHM or its affiliates have an interest to the extent of such said interest
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Grant of Assignment
- CHM hereby grants, sets-over, assigns, transfers and conveys unto TPL:
- The exclusive, worldwide right to:
- regulate and control by license, sublicense, affiliation or other agreement the practice and/or use of the Licensed Technology
- otherwise pursue the commercialization thereof and the manufacture, sale and use of products and/or services relying on the Licensed Technology
- sue and collect for its own use and benefit all claims for damages by reason of past infringement or use of the Licensed Technology and
- pursue all remedies of whatsoever kind or nature for its own use and benefit relating to the past, present or future use of the Licensed Technology
all pursuant to the terms of the ComAg entered into by the Parties contemporaneously herewith and
- That portion of the right, title and interest in and to the Licensed Technology which quantitatively corresponds to the Percentage Interest and entitlements of TPL undere the said ComAg and/or
- All of CHM's right, title and interest in and to the Licensed Technology which exists or may arise at the time of any termination of the said AomAg or Exhibit A thereof which is not based upon an adjudication of a default and a lawful termination by CHM under Section 10 of the said ComAg
- With respect to any rights to the Licensed Technology acquired by TPL under Section 2.1.3 above, CHM shall be entitled to receive that ceretain portion of the Net Recovery realized from the commercialization thereof which would have been otherwise payable to CHM under the terms of the said ComAg
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General
- In no event shall any right, duty or privilege arising hereunder be assigned by either party without the prior written consent of the other party, and any attempted or purported assignment without such consent shall be voidable at the option of the non-consenting party
- Any covenant requiring a party to perform or provide an act or service shall be construed to impose upon such party the burden of the cost thereof unless otherwise provided for herein
- Section titles are intended only to aid and assist the reader as an index device and are not intended to be descriptive of the contents of the section or to be used for construction or interpretation
- The failure of any provision of the Agreement by virtue of its being construed as invalid or otherwise unenforceable shall render the entire Agreement cancelable at the option of the party asserting the enforceability of the said provision
- All rights and obligations under this Agreement shall be resolved as if all persons and all transactions related to this Agreement had their legal residence, situs and employment in Santa Clara County, California. Members of the most senior management level of the parties shall meet and exercise their best efforts to resolve any dispute under the Agreement, and if unsuccessful, submit such to expedited binding arbitration under the rules of the American Arbitration Association with discovery in general accordance with the Federal Rules of Civil Procedure. All costs related to the discovery shall be paid in advance by the requesting party. The cost of translating into English all discoverable materials and of providing a contemporaneous translation into English of all live testimony shall be paid in advance by the party which produces or gives the non-English language materials or testimony. All other expenses incurred by the parties in connection with the Arbitration (including reasonable attorney's fees) shall be awarded against the party initiating the Arbitration unless the award is substantially more favorable than the best proposal made by the respondent more than thirty days prior to the scheduled Arbitration proceeding, in which case such expenses shall be equitably approtioned between the parties
- All notices shall be in writing and effective upon delivery or upon posting by certified mail, return receipt requested, addressed as follows (or such other address as may be hereafter designated):
If to TPL:
Technology Properties Ltd.
PO Box 20250
San Jose CA 95160
Tel: 408-243-9898
Fax: 408-296-5537
If to CHM:
Charles H. Moore
40 Cedar Ln
PO Box 127
Sierra City CA 96125
Tel 530-862-1282
Efax: 413-714-5590
- This Agreement together with its exhibits and attachments contains the entire agreement between the parties and supersedes any and all other agreements between them relating to the subject matter hereof
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Attachments
- Attachment 1: Schedule of Patents
IN WITNESS WHEREOF, the parties have hereunto set their hands and seal as of 21 October 2002.
TECHNOLOGY PROPERTIES LTD.
by
Daniel E. Leckrone, Chairman
CHARLES H. MOORE
Be well