Royalty Report: Software, Security, Tool – Collection: 28413

License Grant

The Assets to be acquired and purchase price to be paid by Buyer are as follows Buyer shall acquire a perpetual and exclusive license to all of Seller's right, title and interest in and to (i) U.S. Patent No. 7,146,640, (ii) U.S. Patent No. 7,281,266, (iii) U.S. Patent No. 7,690,033, (iv) European Patent No. 04700074.0, (v) exoDetectâ„¢; (vi) exoWatchâ„¢, and (vii) all intellectual property, technical documents, peripherals, business plans, contracts and other assets related to the foregoing, free and clear of all liens and encumbrances except as otherwise expressly set forth herein ('Assets').

License Grant

Seller shall sell, assign, transfer and convey to Buyer (or such Affiliates of Buyer as Buyer may direct), and Buyer (or such Affiliates of Buyer as Buyer may direct) shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest to and in all of the Assets of Seller that are primarily used in or held for use in, or necessary for, the operation of the Business, of every kind and description, wherever located, real, personal or mixed, tangible or intangible, as the same shall exist at the Effective Time, free and clear of all Liens other than Permitted Liens (the Purchased Assets).

License Property

Business means the business of developing, commercializing, distributing, marketing, selling and servicing of medical devices used in the diagnosis or treatment of cancer in human beings, but does not include Seller’s businesses (i) of distributing, marketing, selling and servicing blood flow monitoring devices, (ii) of developing, commercializing, marketing, distributing and selling biologics or pharmaceuticals, or (iii) of developing and commercializing personalized cell processing technology; or (iv) that require the use of any asset described in Agreement.

Product or Products means instruments, devices and related accessories developed, manufactured, marketed or sold by (or on behalf of) the Business, including but not limited to the instruments, devices and accessories set forth
14mm Collimator
14mm Corded Probe
14mm Wireless Probe
14mm Wireless Probe
Laparoscopic Wireless Probe
8 High Energy (Fl 8) Probe
9mm Wireless Probe (straight head)
Serial Port Adapter and Software Upgrade Kit for Bluetooth Probes
AC Power Cord, N. America
Reusable 14mm High Energy Probe Cord
Accessory Case —··– 2021 NPA73 Probe Cable
Probe Cable
Software and Utilities Kit 2045
Software and Utilities Kit 2046
Software and Utilities Kit 2200
Control Unit, Model 2200 (incl. 2201 Operations Manual)
Control Unit, Model 2300 (incl. 2201 Operations Manual)
Check Source Holder with Software

Purchased Assets include but not limited to tangible personal property, books, records, all Intellectual Property, Accounts Receivables, Inventory and Contracts.

Intellectual Property means (i) Patents, (ii) Trademarks, (iii) Trade Names, (iv) rights in trade dress and packaging, (v) shop rights, (vi) copyrights and copyright registrations and applications for registration, (vii) inventions and invention disclosures, (viii) trade secrets, (ix) domain name registrations, (x) utility models, (xi) rights in industrial designs, (xii) software, (xiii) Know-how, and (xiv) all other intellectual property rights, whether granted or registered or not, in each case wherever such rights exist throughout the world, and including the right to recover for any past infringement, misappropriation or other violations thereof.

Patents means all pending, abandoned, expired, completed, and issued U.S. and foreign patent applications and patents therefor (including all reissues, re-examinations, divisions, continuations, continuations-in-part and extensions thereof, foreign equivalence thereto, provisional and non-provisional applications, including Patent Cooperative Treaty (PCT) and regional patent applications), as well as all files and documents relating to any of the foregoing.

Trademarks means all pending, expired, abandoned, registered, unregistered, and common law U.S. and foreign trademark applications and trademarks, service mark applications and service marks, designs, logos, and trade dress, including the goodwill related to the foregoing, and all federal and state registrations thereof.

Field of Use

Field of use is handheld gamma radiation detection devices used in the diagnosis or identification of cancer in human beings.

License Grant

Israeli Seller shall irrevocably sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept, free and clear of any and all Liens, all right, title and interest of Seller in and to the Product and all assets of Seller relating to the Product, wherever located, including, without limitation, the following assets (collectively, the 'Assets').

License Property

The product is Trehalose relating to the therapeutic platform. Trehalose, which is currently an investigational molecule in patients with rare diseases such as for the treatment of Sanfilippo syndrome.

The Assets include but not limited to all intellectual property rights related to the product, documentation, records, data, inventory, finished goods, raw materials, investigational new drug applications, correspondence, pre-clinical and clinical data.

Field of Use

This agreement pertains to the drug industry.