EXHIBIT 10.6
MINRAD INC.
APPENDIX I: PATENTS AND INVENTIONS POLICY
(a) Purpose
(1) MINRAD, Inc. (the "Company") recognizes that inventions of
value to the Company will be made by persons working with and for
the Company (Associates). It is the policy of the Company to
encourage such Associates and inventions.
(b) Ownership
(1) Ownership of inventions made by Associates shall be as set
forth in the Assignment Agreement between the Company and the
Associate.
(2) Where any question is raised as to ownership of an invention
the matter shall be referred to the Patents and Inventions Policy
Board (hereinafter the "Board"). Such Board shall make a careful
investigation of the nature of the invention and of the
circumstances under which it was made and shall transmit its
findings and conclusions to the Board of Directors of the Company.
If the Board determines that the invention is not the property of
the Company, and the Board of Directors of the Company concurs in
such determination, the Company will assert no claim to the
invention or to any patent obtained thereon.
(c) With respect to
any invention obtained by or through the Company or assigned to or
as directed by it in accordance with the foregoing provisions, the
Company, in recognition of the meritorious services of the inventor
and in consideration of the inventor's agreement that the invention
shall belong to the Company, will make provision entitling the
inventor and the inventor's heirs or legatees to a nonassignable
share in any proceeds from the management and licensing of such
invention to a total of one (1) percent of the gross royalty
received by the Company:
(1) during the five (5) year period beginning with the date of the
first written disclosure of said invention to the Company, if no
patent issues thereon; or,
(2) the unexpired term of a patent issued thereon.
In the case of joint
inventorship, the inventors shall: advise the Board, in writing,
how they have agreed to divide the aforesaid one (1) percent share
of the gross royalty received by the Company; confirm that the
Company may rely upon such advice in making payments thereof to the
joint inventors; and, confirm that there are no liens outstanding
against their respective interests therein.
The Company may make
suitable arrangements with non-profit patent management agencies
for the purpose of obtaining service and advice with respect to the
pate
