EXHIBIT 10.04
LICENSE AGREEMENT
This Agreement is made as of March 31, 2000, by and between EPYX
Corporation, a Delaware corporation located at 15 Acorn Park, Cambridge, MA
02140 (hereinafter "EPYX") and Arthur D. Little, Inc., a Massachusetts
corporation located at 25 Acorn Park, Cambridge, MA 02140 (hereinafter "ADL").
WITNESSETH
WHEREAS, ADL desires to acquire a license from EPYX under certain
intellectual property rights owned by EPYX for use solely in certain Fields of
Use; and
WHEREAS, EPYX desires to grant such license rights to ADL; and
NOW, THEREFORE, for and in consideration of the covenants set forth
herein and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties, intending to be legally bound, hereby agree as
follows:
1. DEFINITIONS.
The following capitalized terms, as used in this Agreement, shall have the
meanings set forth below.
1.1 "EPYX Intellectual Property Rights" means all intellectual property set
forth on the attached Schedule __, exclusive of trademark rights, for which
EPYX has the right to grant sublicenses thereunder.
1.2 "Gas-to-Liquids Fuel Processing" means the conversion of substantially
gaseous hydrocarbons into products that are substantially liquids at or
near ambient conditions such as but not limited to diesel and methanol.
1.3 "Fuel Conversion for I.C. Engines" means the transformation of internal
combustion engine fuels into reducing agents such as hydrogen, carbon
monoxide, and small hydrocarbons to assist in lean burn operation, cold
starting, and emissions control of internal combustion engines.
1.4 "Field of Use" means Gas to Liquids Fuel Processing and Fuel Conversion
Devices for I.C. Engines.
2. LICENSE GRANT.
EPYX hereby grants to ADL a royalty-free, world-wide, non-exclusive right
and license, with the right to sublicense, to make, have made, import,
use, offer for sale and/or sell, all products, devices, apparatus and
processes covered under EPYX Intellectual Property Rights solely in the
Fields of Use. The license rights granted herein shall not be assigned by
ADL without the prior written consent of EPYX, which consent shall not be
unreasonably withheld. Prior to ADL granting a sublicense hereunder, ADL
agrees to obtain the consent of EPYX, such consent not to be unreasonably
withheld.
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3. CONFIDENTIALITY
ADL agrees to keep confidential and exercise reasonable care in preventing
disclosure to third parties of all EPYX Intellectual Property Rights that
are not otherwise publicly available, (EPYX Confidential Information). All
documents containing such information shall be marked "EPYX CONFIDENTIAL".
Upon termination of this Agreement all EPYX Confidential Information shall
be returned promptly to EPYX. Nevertheless, the obligations contained
herein shall survive the termination of the Agreement. The obligations
contained in this section shall not apply in the event that the aforesaid
Confidential Information is now or shall become available to the public
generally other than as a result of a breach of this provision, or becomes
available to the receiving party from a third party who owed no obligation
of confidentiality to EPYX. In the event that a receiving party concludes
that information covered by this provision is no longer confidential, it
shall so notify the disclosing party and provide it with evidence of the
public nature of the information, but shall continue to maintain the
confidentiality of the information for a period of thirty (30) days after
the giving of such notice. In the event the disclosing party continues to
assert the confidentiality of the information, it shall so notify the
receiving party and the parties shall in good faith attempt to reach
agreement as to the need for continued confidentiality of the information.
4. TERM AND TERMINATION
Unless otherwise agreed by the parties in writing, the term of the licenses
granted herein shall be ten (10) years from the effective date of this
Agreement. The parties may terminate this Agreement at any time if mutually
agreed in writing. The Agreement will terminate upon the happening of any
of the following: (a) ADL shall make an assignment for the benefit of
creditors, or petition or apply for or arrange for the appointment of a
trustee, liquidator or receiver, or commence any proceeding relating to
itself under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation or similar law of any
jurisdiction, now or hereafter in effect, or otherwise, or shall be
adjudicated a bankrupt or insolvent, or (b) any petition or application for
the appointment of a trustee, liquidator or receiver is filed against ADL
or any proceeding relating to ADL under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation
or similar law of any jurisdiction now or hereafter in effect is commenced
against ADL and ADL shall indicate its approval thereof, consent thereto,
or acquiescence therein, or an order is entered appointing any such
trustee, liquidator or receiver, which order is not stayed or removed
within ninety (90) days after the date entered.
5. NO REPRESENTATIONS OR WARRANTIES
Neither party makes any representation or gives any warranties that the use
of EPYX Intellectual Property Rights by ADL will not infringe the rights of
any third parties.
6. NOTICES
6.1 EPYX agrees to give ADL notice of any inventions developed by or for
EPYX in the Field of Use, subsequent to the effective date of this
Agreement, which are the subject of a patent application promptly upon
filing of the same. Should ADL desire a license under such patent rights,
the parties shall use their best efforts to negotiate mutually acceptable
terms.
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6.2 ADL and EPYX agree, respectively, to give each other prompt notice of
any claims by a third party of infringement as a result of any licensed
rights under EPYX Intellectual Property Rights and/or ADL Intellectual
Property Rights.
6.3 All Notices required hereunder shall be in writing and shall be deemed
to have been duly given when (a) delivered by hand; (b) given by facsimile
or e-mail (and confirmed by registered mail); or (c) on the third business
day after deposit with (i) the United States Postal Service for delivery by
Express Mail or equivalent; or (ii) Federal Express or the equivalent, and
in all cases addressed as follows:
If to EPYX, at: Jeffrey Bentley
EPYX Corporation
Acorn Park
Cambridge, MA 02140
If to ADL, at: Samuel J. Gallo
General Counsel
Arthur D. Little, Inc.
25 Acorn Park
Cambridge, MA 02140
7 MISCELLANEOUS
EPYX agrees to take all reasonable steps to prevent the lapse of any
patent, patent application, trademark and/or copyright which is the subject
EPYX Intellectual Property Rights.
8 ENTIRE AGREEMENT.
This Agreement represents the entire understanding between the parties, and
supercedes all other agreements, express or implied, between the parties
concerning the license granted herein.
9 CHOICE OF LAWS.
This license shall be interpreted according to the laws of the Commonwealth
of Massachusetts.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
EPYX CORPORATION ARTHUR D. LITTLE, INC.
By: /s/ Mark Brodsky By: /s/ John F. Burns
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Name: Mark Brodsky Name: John F. Burns
Title: President Title: Chief Financial Officer
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