Mosaic ImmunoEngineering is a nanotechnology-based immunotherapy company developing therapeutics and vaccines to positively impact the lives of patients and their families.
Message: This is where our BOD gave DL the gun to shoot us in the head
4-Feb-2013
Entry into a Material Definitive Agreement, Financial Statements and Ex
Item 1.01 Entry into a Material Definitive Agreement.
On July 11, 2012, the Company entered into a Licensing Program Services Agreement (the "Program Agreement") among Phoenix Digital Solutions, LLC ("PDS"), Alliacense Limited, LLC ("Alliacense"), Technology Properties Limited, LLC ("TPL"), and the Company and an Agreement (the "TPL Agreement") between TPL and the Company.
Pursuant to the Program Agreement, PDS has engaged Alliacense to negotiate licenses of certain microprocessor science and design patents ("Patents") and to pursue claims against violators of the Patents, in each case, on behalf of PDS, TPL, and the Company. The Program Agreement continues through the useful life of the Patents, which is defined as the greater of the period of time when any of the Patents are no longer subject to legal protection or such Patents are reasonably perceived to have commercial value. Pursuant to the TPL Agreement, in the event PDS pays delinquent interest to Alliacense under the Program Agreement, TPL's distributions from PDS will be reduced by the amount that such delinquent interest was in excess of a specified rate. Further, TPL agreed to guarantee certain payments to Alliacense.
On July 17, 2012, the Company entered into an Agreement among Phoenix Digital Solutions, LLC, Alliacense Limited, LLC, Technology Properties Limited, LLC, and the Company whereby the Company agreed to certain additional allocations of obligations relating to the Program Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K:
Exhibit
Number
10.7 Licensing Program Services Agreement effective July 11, 2012 among
Phoenix Digital Solutions, LLC, Alliacense Limited, LLC, Technology
Properties Limited, LLC, and the Company.*
10.8 Agreement effective July 11, 2012 between Technology Properties Limited,
LLC and the Company.*
10.9 Agreement effective July 17, 2012 among Phoenix Digital Solutions, LLC,
Alliacense Limited, LLC, Technology Properties Limited, LLC, and the
Company.*
* The Company has requested confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. The confidential portions of this exhibit have been omitted and are marked accordingly. The confidential portions have been filed separately with the Securities and Exchange Commission. ** This information was made unavailable even under the Freedom of Information Act until 2017 |
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