PATENT PURCHASE, LICENSE AND REPURCHASE AGREEMENT

 

 

                PATENT PURCHASE, LICENSE AND REPURCHASE AGREEMENT

 

         This Patent Purchase, License and Repurchase Agreement is made

effective as of the Effective Date (defined below) between:

 

              IPIX Corporation

              1009 Commerce Park

              Oak Ridge, TN 37830 (hereinafter "IPIX")

 

                  and

 

              AdMission, Inc.

              3160 Crow Canyon Road

              San Ramon, CA 94583 (hereinafter "AdMission")

 

         IPIX and AdMission may be referred to individually as a "Party," and

collectively as the "Parties."

 

         WHEREAS, IPIX owns or controls title to certain patents and patent

applications and IPIX is willing to transfer and sell all right, title and

interest to such patents and patent applications to AdMission in connection

with, and in consideration for, the execution, delivery and performance of that

certain Asset Purchase Agreement by and among IPIX and AdMission dated as of

January _____, 2005 (the "Asset Purchase Agreement"), provided, however, that

IPIX is willing to make such transfer and sale to AdMission if, and only if,

AdMission enters into this Agreement and grants back to IPIX a license of such

patents and patent applications and the repurchase right on the terms and

conditions set forth herein.

 

         WHEREAS, AdMission is willing to purchase and accept title to the

Patents subject to the terms and conditions set forth herein and desires to

grant a license back and the repurchase right to IPIX the patents and patent

applications as provided herein.

 

         WHEREAS, IPIX is prepared to accept such license and the right to

repurchase the Patents.

 

         NOW THEREFORE, for good and valuable consideration, the receipt and

adequacy of which is acknowledged, the parties agree as follows:

 

                                   ARTICLE I

                                   DEFINITIONS

 

1.1            Affiliate.   Any corporation or other legal entity that either

directly or indirectly controls a Party to this Agreement, is controlled by

such Party, or is under common control of such Party. As used herein, the term

"control" means possession of the power to direct or cause the direction of the

management and policies of a corporation or other entity, whether through the

ownership of the majority of voting securities, by contract, or otherwise.

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1.2            Effective Date.   The "Effective Date" shall mean the last date

that either Party hereto signs this Agreement.

 

1.3            Knowledge.   The term "Knowledge" shall have the meaning given such

term in the Asset Purchase Agreement.

 

1.4       Marketplace Definition.   Except for the specific exclusions relating to

the Security Sector, AdMission intends to fully exploit the intrinsic commercial

value of the Patents and assets acquired in this transaction. The sectors in

which AdMission will participate include, but are not limited to, the following

areas of commerce and digital media sharing for both online and print, as such

may be modified, amended or supplemented from time to time, by the Board of

Directors of AdMission: a) online search: local, national, and international; b)

publishing; c) yellow pages directories; d) directories: industrial, commercial,

and consumer; e) newspapers: local, regional, national, and international; f)

real estate retail sales and aggregation; g) automotive sales; h) catalogs; i)

marketplaces: online, virtual, and physical; j) advertising: commercial,

classified, display, and consumer; k) auctions; l) appraisals; m) credit and

debit cards: media transfer n) dating, alumni, membership and personal affinity

building sites; and o) classified ads, all categories. Notwithstanding the

foregoing, field of use relating to the Security Sector are expressly excluded

from the Marketplace Definition and AdMission shall in no case participate in

and the Marketplace Definition shall in no case include or be amended to include

any sector relating to the Security Sector.

 

1.5            Patents.   The patents and patent applications listed in Schedule

A, and any other application based in whole or in part upon such patents and

patent applications in any country (including divisional, renewal, substitute,

continuation, and continuation-in-part applications), and all patents which may

be granted thereon (including all reissues, reexaminations, and extensions

thereof).

 

1.6            Security Sector.   Uses for security, surveillance, military,

police, or law enforcement.

 

1.7       .     Triggering Event.   For purposes of this Agreement a "Triggering

Event" shall mean an event where AdMission remains Insolvent and unable to meet

its current obligations for a period of three (3) months or longer.

 

                                   ARTICLE II

                                    TRANSFER

 

2.1            Assignment.   Except as otherwise set forth herein, IPIX hereby

sells, assigns, and transfers to AdMission all of the IPIX's right, title and

interest in   the Patents.

 

2.2            Encumbrances.   AdMission acknowledges that the Patents are subject

to various preexisting licenses and agreements, and agrees to take title to the

Patents subject to such preexisting licenses and agreements and to the License

granted to IPIX hereunder.

 

                                  ARTICLE III

                        IPIX REPRESENTATIONS AND WARRANTIES

 

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         As a material inducement to AdMission to enter into this Agreement and

to consummate the transactions contemplated by this Agreement, IPIX represents

and warrants to AdMission, as of the date hereof:

 

  3.1            Organization.   IPIX is a corporation duly incorporated and

organized, validly existing and in good standing under the laws of the State of

Delaware and has the requisite corporate power and authority to own and

operate the Patents.

 

3.2            Authority of IPIX.   IPIX has full power and authority to enter

into this Agreement and to consummate the transactions contemplated hereby.  

This Agreement has been duly authorized, executed and delivered by IPIX and is

the legal, valid and binding agreement or instrument of IPIX, enforceable

against IPIX in accordance with its terms, except as such enforceability may be

limited by principles of public policy and subject to the laws of general

application relating to bankruptcy, insolvency and the relief of debtors and

rules of law governing specific performance, injunctive relief or other

equitable remedies.   The execution, delivery and performance of this Agreement

does not require the consent of or notice to any third-party.   Neither the

execution and delivery of this Agreement nor the consummation of the

transactions contemplated hereby will conflict with or result in any violation

of or constitute a default under any term of the Articles of Incorporation or

Bylaws of IPIX, or any agreement, mortgage, debt instrument, indenture, or other

instrument, judgment, decree, order, award, law or regulation by which IPIX is

bound, or result in the creation of any lien, security interest, charge or

encumbrance upon the Patents, except if such conflict violation, default, lien

or encumbrance would not have a Material Adverse Effect.

 

3.3            Intellectual Property.

 

(a)       To the Knowledge of IPIX, IPIX has sole title to and ownership of the

Patents.

 

(b)       To the Knowledge of IPIX, Schedule A lists each currently effective or

pending patent and patent application (including all provisional applications,

continuations and continuations-in-part), in each case, included in the Patents.

 

(c)       To the Knowledge of IPIX, no action, suit, proceeding or claim with

respect to the Patents has been instituted, or is pending or threatened against

IPIX.

 

                                   ARTICLE IV

                    ADMISSION Representations and Warranties

 

         As a material inducement to IPIX to enter into this Agreement and to

consummate the transactions contemplated by this Agreement, AdMission represents

and warrants to IPIX, as of the date hereof:

 

4.1            Organization.   AdMission is a corporation duly incorporated and

organized, validly existing and in good standing under the laws of the State of

Delaware and has the requisite corporate power and authority to own or lease all

of its assets and to carry on its business as now conducted.

 

4.2            Authority of AdMission.   AdMission has full power and authority to

enter into this Agreement and to consummate the transactions contemplated

 

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hereby.   This Agreement has been duly authorized, executed and delivered

by AdMission and is the legal, valid and binding agreement or instrument of

AdMission, enforceable against AdMission in accordance with its terms, except as

such enforceability may be limited by principles of public policy and subject to

the laws of general application relating to bankruptcy, insolvency and the

relief of debtors and rules of law governing specific performance, injunctive

relief or other equitable remedies.   The execution, delivery and performance of

this Agreement do not require the consent of or notice to any third-party.  

Neither the execution and delivery of this Agreement nor the consummation of the

transactions contemplated thereby will conflict with or result in any violation

of or constitute a default under any term of the Articles of Incorporation or

Bylaws of AdMission, or any agreement, mortgage, debt instrument, indenture, or

other instrument, judgment, decree, order, award, law or regulation by which any

of AdMission is bound, or result in the creation of any lien, security interest,

charge or encumbrance upon the assets of AdMission, or result in the

cancellation, modification, revocation or suspension of any license,

certificate, permit or authorization held by AdMission.

 

4.3            Due Diligence.   In making its determination to proceed with the

transactions contemplated by this Agreement, AdMission has relied solely on the

results of its own independent investigation and the representations and

warranties of IPIX set forth in Article III, including the schedules thereto.  

Such representations and warranties by IPIX constitute the sole and exclusive

representations and warranties of IPIX to AdMission in connection with the

transactions contemplated hereby, and AdMission acknowledges and agrees that

IPIX is not making any representation or warranty whatsoever, express or

implied, beyond those expressly given in this Agreement, including any implied

warranty as to condition, merchantability or suitability as to any of the

Patents and it is understood that AdMission is taking the Patents as is and

where is.   AdMission has no knowledge that any of the representations and

warranties of IPIX in this Agreement is not true and correct, and AdMission

has no knowledge of any errors in, or omissions from, the information set forth

in the schedules to this Agreement.

 

                                   ARTICLE V

                             License and Repurchase

 

5.1            License.   AdMission grants to IPIX an exclusive (including

exclusive to AdMission), worldwide, royalty-free, paid-up, transferable,

perpetual license, which is revocable only as specifically set forth herein,

to make, have made, use, sell, offer for sale, lease, import, or otherwise

exploit any invention covered by the Patents, but only in the Security Sector

(the "License").

 

5.2            Sublicenses.

 

(a)       IPIX may freely, and without consultation with AdMission, sublicense

any all rights contained in the License to its Affiliates, customers, end-users,

distributors, manufacturers, vendors, or anyone otherwise involved in or

supporting IPIX's commercial activities for any use relating to IPIX branded

activities.

 

(b)       If IPIX wishes to sublicense any rights contained in the License to its

Affiliates, customers, end-users, distributors, manufacturers, vendors, or

anyone otherwise involved in or supporting IPIX's commercial activities for the

 

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use of the License for activities which are not IPIX branded activities, IPIX

shall first obtain the prior written consent of AdMission, which shall not be

unreasonably withheld or delayed.   Any objection to such sublicensing shall be

set out in writing together with the reasons therefor, and AdMission's failure

to provide such an objection within thirty (30) days after receipt of IPIX's

written request shall be deemed irrevocable consent to such sublicensing.

 

(c)       For the purposes of this License, "IPIX branded activities" means any

activities for which any resulting product or service shall use or contain the

IPIX name or logo or which shall be incorporated into any product or service

which uses or contains the IPIX name or logo.

 

5.3            Scope Extension.   If, within 36 months of the commencement of this

Agreement, IPIX determines that it is necessary to extend License beyond the

Security Sector for the pursuit of its own core business strategy, then IPIX

shall have the right to seek AdMission's consent to extend the scope of the

license, which consent shall not be unreasonably withheld, provided that such

extension does not infringe upon or compete with AdMission's core business

activities as set forth in the Marketplace Definition.   Any extension of the

scope of the License shall be considered part of the original License and shall

also be an exclusive (including exclusive to AdMission), worldwide,

royalty-free, paid-up, transferable and   perpetual license which is revocable

only as specifically set forth herein.   However, the right to extend the scope

of the License shall be non-transferable and shall apply only to "IPIX" branded

activities.   The Company's consent to extend the scope of the License under

these circumstances shall not be unreasonably withheld.   If the Parties are

unable to reach an   agreement regarding an extension, then either Party may

submit the dispute to binding arbitration to determine fair and equitable terms.

 

5.4            Repurchase.

 

(a)       In case of a Triggering Event by AdMission at any point during the

first thirty-six (36) months of this Agreement, IPIX will have the non-

assignable right to repurchase the Patents (hereinafter, "Repurchase Right") in

exchange for payment by IPIX of the "Repurchase Right Payment."   The Repurchase

Right Payment shall be an amount calculated by dividing the numerator (36 months

minus the number of complete months from the Effective Date to the date of the

Triggering Event) by the denominator of 36 (the term of the Repurchase Right

being 36 months) and multiplying that number times $700,000.   This Repurchase

Right shall irrevocably expire on the third anniversary from the Effective Date

of this Agreement.

 

(b)       In the event of a Change in Control of IPIX, AdMission will have the

non-assignable first right of refusal to buy back the Repurchase Right at the

then current fair market value.   For purposes of this Section 5.4(b), a "Change

of Control" shall mean the acquisition of IPIX by another person or entity by

means of any transaction or series of related transactions (including, without

limitation, any reorganization, merger or consolidation, or acquisition directly

or indirectly, of the securities of IPIX representing more than fifty percent

(50%) of the total voting power represented by IPIX's then outstanding voting

securities, but excluding any merger effected exclusively for the purpose of

changing the domicile of IPIX), (b) a sale, conveyance or disposition of all or

 

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substantially all of the assets of IPIX, or (c) any reorganization, merger,

consolidation or similar transaction in which IPIX is not the surviving entity

(unless, IPIX's stoc