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License Agreement

License Agreement

License Agreement | Document Parties: NOVINT TECHNOLOGIES INC | FORCE DIMENSION, LLC You are currently viewing:
This License Agreement involves

NOVINT TECHNOLOGIES INC | FORCE DIMENSION, LLC

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Title: License Agreement
Governing Law: Delaware     Date: 4/17/2006

License Agreement, Parties: novint technologies inc , force dimension  llc
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EXHIBIT 10.39

Amendment and Acknowledgement

This Amendment and Acknowledgement (this “ Amendment ”) is made as of this 9 th day of March, 2006 (the “ Effective Date ”) by and between NOVINT TECHNOLOGIES, INC., a corporation organized under the laws of the State of Delaware (“ Novint ”) and FORCE DIMENSION, LLC, a Limited Liability Company organized under the laws of Switzerland (“ Force Dimension ”). This Amendment relates to certain obligations under an Intellectual Property License Agreement entered on or about January 5, 2004 (the “ License Agreement ”), as amended by an Amendment made May 10, 2005 (the “ Previous Amendment ,” and, together with the License Agreement, the “ Existing Agreement ”), which Existing Agreement remains in full force and effect except as expressly modified by this Amendment.

1. Background.

1.1.

 

The Existing Agreement concerns obligations and intellectual property rights related to certain haptic device technology described in the Existing Agreement.

 

 

 

1.2.

 

Capitalized terms in this Amendment have the meanings set forth in the Existing Agreement, unless expressly defined in this Agreement.

 

 

 

1.3.

 

Novint and Force Dimension desire to clarify and memorialize the satisfaction of certain of their respective obligations under the Existing Agreement, as set forth herein.

2. Payments by Novint.

2.1.

 

Obligations . Novint, under 3.1 of the Existing Agreement as amended in the Previous Amendment, was obliged to pay to Force Dimension a license fee of $15,000 (3.1(a)); a milestone payment of $50,000 (3.1(b)); a milestone payment of $50,000 (3.1(c)); a license fee of $50,000 (3.1(d)); a fee for technical support services of $455,000 (3.1(e)); and to issue to Force Dimension 250,000 shares of Novint’s common stock (3.1(f)).

 

 

 

2.2.

 

Previous Payments . Novint has paid to Force Dimension the license fee under 3.1(a); the milestone payment under 3.1(b); and the milestone payment under 3.1(c); and has issued to Force Dimension the 250,000 shares of common stock under 3.1(f). The receipt of the foregoing payments and stock is hereby acknowledged by Force Dimension.

 

 

 

2.3.

 

Stock Payment . Novint agrees to grant to Force Dimension 607,500 shares of Novint’s common stock (the “Shares”), subject to applicable law and subject to the Force Dimension’s timely execution of documents, if any, required for such issuance to be exempt from registration. Novint and Force Dimension agree that the issuance of Shares under this provision shall be full satisfaction of all payment obligations from Novint to Force Dimension under the Existing Agreement, specifically including without limitation Novint’s payment obligations under 3.1, 3.4, and 3.5 (for all years prior to 2007) of the Existing Agreement, but specifically excluding Novint’s payment obligations under 3.2, 3.3, and 3.5 (for 2007 and

Amendment and Acknowledgement between Novint and Force Dimension; page 1


 

 

subsequent years). In connection with the contemplated issuance of the Shares, Force Dimension represents and warrants to Novint as follows:

2.3.1

 

Force Dimensions understands that the Shares are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Shares as principal for its own account, and has no arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting Force Dimension’s right to sell the Shares pursuant to a registration statement or otherwise in compliance with applicable federal and state securities laws). Force Dimension is acquiring the Shares hereunder in the ordinary course of its business and does not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Shares.

 

 

 

2.3.2

 

At the time Force Dimension receives any of the Shares, Force Dimension will be an “accredited investor” as defined in Rule 501 under the Securities Act.

 

 

 

2.3.3

 

Force Dimension has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. Force Dimension is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.

 

 

 

2.3.4

 

Force Dimension is not receiving the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

 

 

 

2.3.5

 

During any period when Force Dimension continues to hold shares of Novint’s common stock, Novint shall not provide Force Dimension with any materia


 
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