ComAg.htm

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<h1 align="center">COMMERCIALIZATION AGREEMENT</h1>
This Commercialization Agreement (ComAg) is entered into by and between Charles H. Moore (CHM) on the one hand, and Technology Properties Limited, (TPL) a California corporation on the other hand:

<p>WHEREAS, CHM is the owner of Moore Microprocessor (MMP) technology; and

<p>WHEREAS, the commercialization of the MMP technology has proven to be a complex and burdensome task; and

<p>WHEREAS, CHM intends to license to TPL the rights with respect to the MMP technology in return for the commitment of TPL to pursue the commercialization thereof.

<p>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:<ol>

<p><li><h2>License and Assignment</h2><ol>

<li>CHM shall grant unto TPL a broad license in the form of <a href="exhibita.htm">Exhibit A (License)</a> with respect to the MMP technology described therein and collectively referred to as the "Licensed Technology"

<li>CHM shall grant unto TPL a limited assignment in the form of <a href="exhibitb.htm">Exhibit B (Assignment)</a> with respect to the Licensed Technology</ol>

<p><li><h2>Commercialization</h2><ol>

<li>TPL shall exert reasonable efforts to:<ol>
<li>Oversee the identification, protection and enhancement of the Licensed Technology
<li>Encourage the implementation and use of the Licensed Technology pursuant to sub-licenses or other agreements or relationships
<li>Discourage the unauthorized use of the Licensed Technology and
<li>Turn the Licensed Technology into income-producing, commercially valuable property</ol>
hereinafter collectively referred to as "Commercializing" or "Commercialization", in accordance with the Project Description attached as <a href="exhibitc.htm">Exhibit C</a> as from time to time amended, supplemented and updated by mutual agreement between the parties (Project). TPL shall have no obligation to independently pursue or fund any effort to prosecute, maintain, enforce or defend any element of the Licensed Technology other than as specifically provided for in <a href="exhibitc.htm">Exhibit C</a>

<li> By these presents CHM appoints, authorizes and directs TPL to act for and on behalf of CHM and in its place and stead:<ol>
<li>for the term of the ComAg with respect to all matters related to the COmmercialization of the Licensed Technology and
<li>for the duration of any transaction executed during the term of this ComAg with respect to all matters pertaining to such transaction</ol>
Upon request CHM shall promptly execute and deliver all documents, instruments and things necessary or useful in the conduct of TPL's activities hereunder

<li>CHM shall on a continuing basis provide TPL all leads, information and materials which CHM encounters or discovers which may relate to MMP applications and shall limit direct communication with third parties regarding the MMP technology

<li>No provision or element of this ComAg shall for any purpose be deemed to give rise to a relationship of principal and agent or co-venturer between TPL and CHM</ol>

<p><li><h2>Licensing Services</h2><ol>

<li>TPL shall utilize the services of its licensing personnel (who may be lawyers) to manage and implement the Commercialization of the Licensed Technology. Their time shall be charged against the Project and Project Expenses at their respective hourly rates in accordance with Exhibit F. Such services shall for no purpose be deemed to be legal services or to give rise to a lawyer-client relationship between TPL and/or TPL representatives and CHM

<li>The additional professional and consulting services necessary to implement and execute the Project shall be procured by TPL and charged against the Project as Project Expenses

<li>Stenographic, administrtive and related services and expenses necessary to support the activities of TPL related to the Project shall be charged against the Project as Project Expenses in accordance with billing conventions and SOPs from time to time implemented by TPL and currently reflected at Exhibit F

<li>CHM shall make the information, documentation and expeertise it has developed available to TPL and shall exert its best efforts to support the commercialization activities of TPL hereunder. All related CHM time ($100/hr) and expenses shall likewise be treated as Project Expenses</ol>

<p><li><h2>Development Services</h2><ol>

<li>CHM shall exert its best efforts to structure and complete agreed upon SER Development Programs under Consulting Agreements with TPL protecting both the confidentiality and the ownership of the Program and its results, and assuring payment to CHM for its Development Services pursuant to the terms thereof

<li>Unless otherwise provided for, TPL shall hold the title to Developoment Program results for commercialization pursuant to the terms hereof</ol>

<p><li><h2>Authority</h2><ol>

<li>Except as otherwise provided for with respect to a given Project, decisions to license, exchange, encumber, transfer, sell, affiliate or settle any right or claim with respect to the Licensed Technology shall be evaluated and discussed by the parties, but shall be the province of TPL. However, any transaction involving the totality of the Licensed Technology on an exclusive basis shall require the concurrence of CHM

<li>TPL shall have full right and authority to pursue in the name of CHM and/or TPL all rights of whatsoever kind or nature arising under this ComAg and Attachments</ol>

<p><li><h2><a name="6">Royalty</a></h2><ol>

<li>Except as otherwise provided for with respect to a given Project, TPL shall pay to CHM as a royalty under the License an amount equal to Fifty-five (55%) of the Net Recovery pursuant to section 7 hereof

<li>Within sixty (60) days after the close of each calendar quarter TPL shall deliver to CHM:<ol>
<li>an operating statement and balance sheet reflecting the Project's financial activity over the past quarter
<li>a calculation of the Net Recovery resulting from the Project operations and the royalty due thereon and
<li>payment of the calculated royalty amount due</ol>

<li>Within thirty (30) days after receipt thereof, CHM shall deliver to TPL written notice detailing any objections to such materials and calculations on an item by item bases. Otherwise, any objection shall be deemed to be waived</ol>

<p><li><h2>Payments and Priorities</h2><ol>

<li>TPL shall utilize and disburse the gross receipts of the Project in accordance with the following schedule of priorities:<ol>
<li>First, to the ratable payment of all Project dispursements, charges and expenses made or approved by TPL in connection with the Project and/or this ComAg (Project Expenses), including specifically ratable payments to TPL and CHM
<li>Next, to the accumulation and maintenance of a working capital fund in an amount equal to the anticipated budget for the next two quarters, but in no event less the $500,000
<li>Except as otherwise provided for with respect to a given Project, the balance or "Net Recovery" shall be utilized for the satisfaction of:<ol>
<li>The Royalty due CHM under Section 6 hereof and
<li>The Percentage Interest of TPL which is the mathematical complement of the said Royalty, or the balance of the Net Recovery after the payment of the said Royalty</ol></ol>

<li>Both CHM and TPL shall have a security interests in the Licensed Technology and the proceeds thereof with respect to all rights, entitlements and claims arising under or in connection with this ComAg and/or its Exhibits, to be reflected in a UCC-1 in the form of <a href="#d">Exhibit D</a> and from time to time amended a appropriate</ol>

<p><li><h2>Unused</h2>

<p><li><h2>Term</h2><ol>

<li>This ComAg shall continue for the useful life of the Licensed Technology. That is, the greater of the period of time over which the Licensed Technology either<ol>
<li>produces income
<li>is susceptible to legal protection or
<li>is reasonably perceived to have commercial value</ol>

<li>In the event that facts or events are discovered or occur which materially reduce TPL's evaluation of the useful life or commercial value of the Licensed Technology, TPL may reduce the term of this ComAg accordingly by providing CHM with 90 days written notice

<li>After the expiration of the term hereof, the respective interests of the parties in the Licensed Technology shall continue, but neither party shall have any further obligation hereunder other than the administration of all outstanding transactions as under Section 11 below, and the obligations of confidentiality undertaken by the parties in connection herewith</ol>

<li><a name="10.1">Default</a>
<br>The failure of either party to pay or perform any obligation by it to be paid or performed hereunder within ninety (90) days after receipt of written notice from an Arbitrator under <a href="#14.5">Section 14.5</a> below shall constitute an event of default hereunder. Such notice shall detail the non-performance and the acceptable corrective action as determined in expedited arbitration under <a href="#14.5">Section 14.5</a> below<ol>

<li>An event of default under <a href="#10.1">Section 10.1</a> above shall entitle the non-defaulting party to:<ol>
<li>Suspend all or any portion of its performance due hereunder pending completion of such curative or corrective action
<li>Arrange for appropriate substitute performance and/or
<li>Terminate this ComAg, in which case all claims for loss and/or damages shall be deemed to be liquidated, resolved and discharged upon the completion of the transfers contemplated by <a href="#11">Section 11</a></ol></ol>

<p><li><h2><a name="11">Termination</a></h2><ol>

<li>On the effective date of a termination of this ComAg under the provisions of Section 10 above:<ol>
<li>All rights of TPL in the Licensed Technology shall be transferred to CHM subject to all outstanding rights under licenses, agreements or awards theretofore made and entered into by or with TPL prior to such effective date which, for all purposes, shall continue and be administered by TPL as if this ComAg were still in full force and effect
<li>All project Expenses due TPL shall be paid first from all available proceeds, with any unpaid portion payable first from all proceeds of the Licensed Technology
<li>The Royalty portion of any undistributed Net Recoverey including that portion of the working capital fund not reasonably necessary to support TPL's ongoing obligations hereunder shall be distributed to CHM</ol>

<li>Plans, efforts, overtures and negotiations which had been initiated prior to the termination hereof (antecedent activities) shall, upon the occurrence of a result, entitle TPL to a ratable share of the interests in such result which TPL would have earned hereunder but for such termination. The ratable share shall be that portion of such interest which bears the same relationship to the entire interest as the amounts paid and payable to TPL with respect to antecedent activities bears to the entire amount expended in obtaining the result, but shall in no event represent less than one-half of TPL's original interest. Such ratable share shall vest in TPL without further action. All proceeds and incidents of any such result shall be transferred directly into an independent escrow resident in Santa Clara County and approved CHM and TPL for distribution pursuant to the joint instructions of CHM and TPL. To the extent that any portion of any such proceeds or incidents is attempted to be transferred to anyone other than such independent escrow, all right and title thereto shall for all purposes be deemed to have vested in TPL absolutely

<li>For a period of five years following any termination hereof, the parties shall quarterly provide each other notice of all activities involving the Licensed Technology, including full details with respect to all proceeds or incidents</ol>

<p><li><h2>Independent Advisor</h2><ol>

<li>TPL and its representatives have prepared this ComAg at the request of CHM and neither TPL nor its representatives have for any purpose undertaken the representation of or entered into a lawyer-client relationship with CHM or any of its representatives

<li>CHM releases, acquits and agrees to hold TPL and its representatives harmless with respect to all claims of whatsoever kind or nature related to the preparation, execution and delivery of this ComAg

<li>CHM has sought and received the advice of independent counsel and is in no way relying on any advice or representations of TPL or its representatives</ol>

<p><li><h2>Representations</h2><ol>

<li>CHM represents and warrants that:<ol>
<li>it is the sole owner and for the term of this ComAg will remain the sole owner of all right, title and interest in and to the Licensed Technology, excepting only the rights reflected at the Schedule of Outstanding Activities/Rights/Claims attached as Exhibit E and
<li>that there are no outstanding agreements, rights or interests which are inconsistent with the provisions of this ComAg or could give rise to such rights or interests</ol>

<li>CHM shall for no purpose be deemed to have made any representation or warranty regarding the validity or non-infringement of the Licensed Technology or any patent related thereto</ol>

<p><li><h2>General</h2><ol>

<li>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

<li>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

<li>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

<li>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

<li>All<a name="14.5"> rights and obligations</a> 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

<li>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):

<p>If to TPL:
<p>Technology Properties Ltd.
<br>PO Box 20250
<br>San Jose CA  95160
<p>Tel: 408-243-9898
<br>Fax: 408-296-5537

<p>If to CHM:
<p>Charles H. Moore
<br>40 Cedar Ln
<br>PO Box 127
<br>Sierra City CA  96125
<p>Tel 530-862-1282
<br>Efax: 413-714-5590

<li>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

<li>All copies of all information and materials obtained or generated by or for TPL in connection with this Project as well as all inventions, developments and discoveries conceived or reduced to practice in the course of work by or for TPL in connection with this Project shall be the confidential proprietary property of TPL and subject to the right of the Project to the use thereof on a royalty-free basis. No element of any such information or material shall be made available to any person or used for any purpose without the prior written consent of TPL</ol>

<p><li><h2><a name="15">Indemnification</a></h2><ol>

<li>TPL shall defend, indemnify and hold CHM harmless with respect to any liability, loss or expense arising out of a claim based upon the conduct of TPL and asserted by a third party unrelated to CHM. Provided however, that TPL shall have been given prompt notice of the claim, and control over the defense and settlement thereof

<li>All rights and entitlements of CHM in the Licensed Technology and/or the Agreement may be used and applied by TPL to defend, indemnify and hold TPL harmless with respect to any liability, loss or expense arising out of a claim based upon the conduct of CHM and asserted by a third party unrelated to TPL. Provided however, that CHM shall have been given prompt notice of the claim

<li>For purposes of this <a href="#15">Section 15</a>, each party shall be responsible for the acts of its officers, directors, shareholders, employees, attorneys, agents and persons related thereto or affiliated therewith</ol>

<p><li><h2>Attachments</h2><ol>

<li><a href="exhibita.htm">EXHIBIT A: LICENSE</a>
<li><a href="exhibitb.htm">EXHIBIT B: ASSIGNMENT</a>
<li>EXHIBIT C: PROJECT DESCRIPTION
<li>EXHIBIT D: UCC-1
<li>EXHIBIT E: SCHEDULE OF OUTSTANDING ACTIVITIES / RIGHTS
<li>EXHIBIT F: BILLING CONVENTIONS / SOPs
<li>EXHIBIT G: UNDERTAKING
<li>EXHIBIT H: AGREEMENT PROHIBITING LAWYER-CLIENT RELATIONSHIP
</ol>

<p>IN WITNESS WHEREOF, the parties have hereunto set their hands and seal as of 21 October 2002.

<p>TECHNOLOGY PROPERTIES LTD.
<p>by
<br>Daniel E. Leckrone, Chairman

<p>CHARLES H. MOORE