Exhibit 10.3

 

EXECUTION

 

AMENDED AND RESTATED PATENT LICENSE AGREEMENT

 

THIS AMENDED AND RESTATED PATENT LICENSE AGREEMENT (the “Agreement”) is made and entered into effective as of January 10, 2017 by and among:

 

Marathon Patent Group, Inc., a Nevada corporation having its principal place of business located at 11100 Santa Monica Blvd. Suite 380, Los Angeles, CA 90025 (the “Issuer”), the entities listed on Schedule I hereto (together with the Issuer, the “Licensor”); and

 

DBD Credit Funding LLC, an entity incorporated under the laws of Delaware having its principal place of business located at 1345 Avenue of the Americas, 46th Floor, New York, NY 10105 (“DBD”), in its capacity as Collateral Agent (“Licensee”).

 

Licensor and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

 

WHEREAS, Licensor is the owner of certain patents and patent applications identified in Schedule I(a) (the “Licensed Patents”); hereto and

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the Parties hereto agree as follows:

 

1.                                      License

 

1.1                               Licensor hereby grants to Licensee a non-exclusive, transferrable, sub-licensable, divisible, irrevocable, fully paid-up, royalty-free, and worldwide license to the Licensed Patents, including, but not limited to, the rights to make, have made, market, use, sell, offer for sale, import, export and distribute the inventions disclosed in the Licensed Patents and otherwise exploit the Licensed Patents in any lawful manner in Licensee’s sole and absolute discretion solely for the benefit of the Secured Parties (“Patent License”).

 

2.                                      Representations, Warranties and Acknowledgements

 

2.1                               Each Party represents, warrants and covenant to the other that the execution, delivery and performance of this Agreement is within each Party’s powers and has been duly authorized.

 

2.2                               Licensor hereby represents, warrants and covenant that it is the sole and exclusive owner of all rights, title and interest in and to the Licensed Patents.

 

2.3                               EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR THAT

 

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ARISE BY COURSE OF DEALING OR BY REASON OF CUSTOM OR USAGE IN THE TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

 

2.4                               Notwithstanding anything to the contrary in this Agreement, no Party shall be liable to the other or any third party for any indirect, incidental, exemplary, special, punitive or consequential damages (including with respect to lost revenue, lost profits or savings or business interruption) of any kind or nature whatsoever suffered by the other Party or any third party howsoever caused and regardless of the form or cause of action, even if such damages are foreseeable or such party has been advised of the possibility of such damages.

 

3.                                      Infringement

 

Upon request, Licensee shall notify Licensor of any infringement of the Licensed Patents by third parties of which Licensee become aware.  Licensor shall have the sole right, at its expense, to bring any action on account of any such infringement of the Licensed Patents, and Licensee shall reasonably cooperate with Licensor, as Licensor may request and at Licensor’s expense, in connection with any such action brought by Licensor.

 

4.                                      Termination

 

4.1                               The Parties may terminate this Agreement at any time by mutual written agreement executed by both Parties provided that any sublicenses granted hereunder prior to the termination of this Agreement shall survive according to the respective terms and conditions of such sublicenses.

 

5.                                      Survival

 

Any rights and obligations which by their nature survive and continue after any expiration or termination of this Agreement will survive and continue and will bind the Parties and their successors and assigns, until such rights are extinguished and obligations are fulfilled.

 

6.                                      Statement of Intent With Respect to Bankruptcy.

 

The Parties intend that the licenses granted under this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, 111 U.S.C. § 101, et seq. (“Bankruptcy Code”), licenses of rights to “intellectual property” as defined in the Bankruptcy Code.

 

7.                                      Assignment

 

Licensee and each of its sublicensees may, without the consent of Licensor, assign any or all of their rights and interests, and delegate any or all of their obligations without restriction.  The rights and obligations of the Parties hereto shall inure to the benefit of, and be binding and enforceable upon and by, the respective successors and assigns of the Parties.

 

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8.                                      Entire Agreement and Construction

 

This Agreement along with the pertinent provisions of the Revenue Sharing and Securities Purchase Agreement and other Documents constitute the sole, final and entire understanding of the parties hereto concerning the subject matter hereof, and all prior understandings having been merged herein.  This Agreement cannot be modified or amended except by a writing signed by the Parties hereto.  The language used in this Agreement will be deemed to be the language chosen by the Parties hereto to express their mutual intent, and no rule of strict construction will be applied against any Party.

 

9.                                      Severability

 

The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.  If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

 

10.                               Notices

 

All notices, requests, claims, demands, and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, or by overnight delivery service from a recognized carrier, to the respective Party as follows:

 

if to Licensor:

 

Marathon Patent Group, Inc.

11100 Santa Monica Blvd., Suite 380

Los Angeles, CA 90025

Attn: Chief Executive Officer

Tel: 800-804-1690

Email: doug@marathonpg.com

 

With a copy to:

 

Harvey J. Kesner, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, NY 10006

Phone: (212) 930-9700

Email: hkesner@srff.com

 

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if to Licensee:

 

Yoni Shtein

Vice President

Intellectual Property Finance Group

Fortress Investment Group

One Market Plaza

Spear Tower, 42nd Floor

San Francisco, CA 94105

Phone: 415-284-7415

Email: yshtein@fortress.com

CC:      jnoble@fortress.com

 

With a copy to:

 

Alyson Allen

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

Tel: 617-951-7483

Email: alyson.allen@ropesgray.com

 

or to such other address as the person to whom notice is given may have previously furnished to the other Party in writing in the manner set forth above.

 

11.                               Governing Law; Jurisdiction; Venue

 

This Agreement, and all claims arising hereunder or relating hereto, shall be governed by and construed in accordance with the internal laws of the State of New York in the United States of America applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State that would result in the application of the laws of another jurisdiction.  In any action or proceeding between either of the Parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, each of the Parties (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and federal courts residing in the State of New York and (b) agrees that all claims in respect of such action or proceeding must be heard and determined exclusively in the state or federal courts in the State of New York.  Each Party shall be entitled to seek injunctive or other equitable relief, without the posting of a bond, at any time (with or without delivering a demand notice) whenever the facts or circumstances would permit a Party to seek such equitable relief in a court of competent jurisdiction.

 

12.                               Waiver

 

Except as otherwise provided herein, any failure of any Party to comply with any obligation, covenant, agreement, or condition herein may be waived by the Party entitled

 

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to the benefits thereof only by a written instrument signed by the Party granting such waiver; provided, however, that such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

 

13.                               Counterparts

 

This Agreement may be executed in one or more counterparts, each of which will be an original and both of which will constitute together the same document.  Counterparts may be signed and delivered by facsimile or PDF file, each of which will be binding when received by the applicable Party.

 

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

 

	
Licensor:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Marathon Patent   Group, Inc.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Motheye   Technologies, LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Sampo IP, LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Relay   IP, Inc.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    


 

[Signature Page to Patent License Agreement]

 











 

	
Cyberfone   Systems, LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Vantage   Point Technology, Inc.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
CRFD   Research, Inc.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
E2E   Processing, Inc.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Loopback   Technologies, Inc.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    


 

[Signature Page to Patent License Agreement]

 











 

	
Loopback   Technologies II, Inc.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Signal   IP, Inc.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Hybrid   Sequence IP, Inc.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Synchronicity   IP LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    


 

[Signature Page to Patent License Agreement]

 











 

	
Soems   Acquisition Corp.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
IP   Liquidity Ventures Acquisition LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
IP   Liquidity Ventures, LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Sarif   Biomedical Acquisition LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Sarif   Biomedical LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    


 

[Signature Page to Patent License Agreement]

 











 

	
Selene   Communication Technologies Acquisition LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Selene   Communication Technologies, LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
DA   Acquisition LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Dynamic   Advances, LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Clouding   Corp.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    


 

[Signature Page to Patent License Agreement]

 











 

	
Traverse   Technologies Corp.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
TLI   Acquisition Corp.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
TLI   Communications LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Medtech   Group Acquisition Corp.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Orthophoenix,   LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    


 

[Signature Page to Patent License Agreement]

 











 

	
TLIF,   LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
3D   Nanocolor Corp.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Bismark   IP, Inc.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Magnus   IP GmbH
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    


 

[Signature Page to Patent License Agreement]

 












 

	
Munitech   IP S.a.r.l
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Vermilion   Participations (to be renamed Marathon Advisors SA)
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Munitech   IP S.a.r.l
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Marathon   Ventures S.a.r.l
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Nyanza   Properties (to be renamed PG Technologies S.a.r.l.)
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    


 

[Signature Page to Patent License Agreement]

 











 

	
Marathon   IP GmbH
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
MedTech   Development Deutschland GmbH
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Synchronicity   IP GmbH
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
TLI   Communications GmbH
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    


 

[Signature Page to Patent License Agreement]

 











 

	
Licensee:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
DBD Credit Funding LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Authorized Signature
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Print Name and Title
    	
 
    


 

[Signature Page to Patent License Agreement]

 











 

SCHEDULE I

 

LIST OF GUARANTORS

 

	
Entity Name
    	
 
    	
State of
   Incorporation/formation
    	
 
    	
Ownership
    	
 
    
	
Motheye   Technologies, LLC
    	
 
    	
Texas
    	
 
    	
100
    	
%
    
	
Sampo IP, LLC
    	
 
    	
Virginia
    	
 
    	
100
    	
%
    
	
Relay   IP, INC.
    	
 
    	
Delaware
    	
 
    	
100
    	
%
    
	
Cyberfone   Systems LLC
    	
 
    	
Texas
    	
 
    	
100
    	
%
    
	
Vantage Point   Technology, Inc.
    	
 
    	
Texas
    	
 
    	
100
    	
%
    
	
CRFD   Research, Inc.
    	
 
    	
Delaware
    	
 
    	
100
    	
%
    
	
E2E   Processing, Inc.
    	
 
    	
Texas
    	
 
    	
100
    	
%
    
	
Loopback   Technologies, Inc.
    	
 
    	
Delaware
    	
 
    	
100
    	
%
    
	
Loopback   Technologies II, Inc.
    	
 
    	
California
    	
 
    	
100
    	
%
    
	
Signal   IP, Inc.
    	
 
    	
California
    	
 
    	
100
    	
%
    
	
Hybrid Sequence   IP, Inc.
    	
 
    	
Delaware
    	
 
    	
100
    	
%
    
	
Synchronicity IP   LLC
    	
 
    	
Texas
    	
 
    	
100
    	
%
    
	
Soems   Acquisition Corp.
    	
 
    	
Delaware
    	
 
    	
100
    	
%
    
	
IP Liquidity   Ventures Acquisition LLC
    	
 
    	
Delaware
    	
 
    	
100
    	
%
    
	
IP Liquidity   Ventures, LLC
    	
 
    	
Delaware
    	
 
    	
100
    	
%
    
	
Sarif Biomedical   Acquisition LLC
    	
 
    	
Delaware
    	
 
    	
100
    	
%
    
	
Sarif Biomedical   LLC
    	
 
    	
Delaware
    	
 
    	
100
    	
%
    
	
Selene   Communication Technologies 
    	
 
    	
Delaware
    	
 
    	
100
    	
%
    
	
Acquisition LLC
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Selene   Communication Technologies, LLC
    	
 
    	
Delaware
    	
 
    	
100
    	
%
    
	
DA Acquisition   LLC
    	
 
    	
Texas
    	
 
    	
100
    	
%
    
	
Dynamic   Advances, LLC
    	
 
    	
Texas
    	
 
    	
100
    	
%
    
	
Clouding Corp.
    	
 
    	
Delaware
    	
 
    	
100
    	
%
    
	
Traverse   Technologies
    	
 
    	
Texas
    	
 
    	
100
    	
%
    
	
TLI Acquisition   Corp.
    	
 
    	
Virginia
    	
 
    	
100
    	
%
    
	
TLI   Communications LLC
    	
 
    	
Virginia
    	
 
    	
100
    	
%
    
	
Medtech Group   Acquisition Corp.
    	
 
    	
Texas
    	
 
    	
100
    	
%
    
	
Orthophoenix,   LLC
    	
 
    	
Delaware
    	
 
    	
100
    	
%
    
	
TLIF, LLC
    	
 
    	
Texas
    	
 
    	
100
    	
%
    
	
3D Nanocolor   Corp
    	
 
    	
Delaware
    	
 
    	
92
    	
%
    
	
Bismark   IP, Inc.
    	
 
    	
Delaware
    	
 
    	
100
    	
%
    


 











 

	
Magnus IP GmbH
    	
 
    	
 
    	
 
    	
100
    	
%
    
	
Munitech IP   S.a.r.l
    	
 
    	
Luxembourg
    	
 
    	
100
    	
%
    
	
Vermilion   Participations(1)
    	
 
    	
Luxembourg
    	
 
    	
100
    	
%
    
	
Marathon   Ventures S.a.r.l
    	
 
    	
Luxembourg
    	
 
    	
100
    	
%
    
	
Nyanza   Properties(2)
    	
 
    	
Luxembourg
    	
 
    	
100
    	
%
    
	
Marathon IP GmbH
    	
 
    	
Germany
    	
 
    	
100
    	
%
    
	
MedTech   Development Deutschland GmbH
    	
 
    	
Germany
    	
 
    	
100
    	
%
    
	
Synchronicity IP   GmbH
    	
 
    	
Germany
    	
 
    	
100
    	
%
    
	
TLI   Communications GmbH
    	
 
    	
Germany
    	
 
    	
100
    	
%
    


 




(1)  Name to be changed to Marathon Advisors SA

(2)  Name to be changed to PG Technologies Sarl