EX-10.18 License Agreement w/Z-Kat, Inc.



 





EXHIBIT 10.18




LICENSE AGREEMENT




     THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into this 17th day of
December, 2004 (the “Effective Date”), by and among Z-KAT, INC., a Florida corporation
(“Z-KAT”), and MAKO Surgical Corp., a Delaware corporation (“MAKO”). Z-KAT and
MAKO are each referred to as a “Party” and collectively as “Parties.”



     WHEREAS, Z-KAT and MAKO have entered that certain Contribution Agreement, dated as of the even
date herewith (the “Contribution Agreement”), in which Z-KAT has agreed to enter into this
License Agreement;



AGREEMENT




     NOW, THEREFORE, for and in consideration of the premises, the mutual representations,
warranties and covenants herein contained and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:



ARTICLE 1

DEFINITION




     1.1 An “Affiliate” of a party means an entity directly or indirectly controlling,
controlled by or under common control with that party, where control means the ownership or
control, directly or indirectly, of more than fifty percent of all of the voting power of the
shares (or other securities or rights) entitled to vote for the election of directors or other
governing authority, as of the date of this Agreement or hereafter during the term of this
Agreement. However, the entity will be considered an Affiliate only for the time during which such
control exists.



     1.2 “[***] Agreements” refers collectively to that certain Cross License Agreement by
and between Z-KAT and [***] (“[***]”), a copy of which is attached hereto as Exhibit F,
that certain Sublicense Agreement by and between Z-KAT and [***], a copy of which is attached
hereto as Exhibit G, and that certain Asset Purchase and Sale Agreement by and between
Z-KAT and [***], all of which were entered into effective as of October 1, 2004.



     1.3 “IP Rights” mean patents and patent applications, including provisional patents,
design patents and registrations, utility patents, utility models, petty patents; any continuation,
continuations-in-part, divisional, extension, provisional application, substitute, reissue,
reexamination, renewal, or extension (including any supplementary protection certificate) of any
such patent or patent application; any confirmation patent or registration patent or patent of
addition based on any such patent; all foreign counterparts of any of the foregoing, and any patent
claiming priority to any such patent or patent application (collectively “Patents”); U.S.
and foreign copyrights and copyright registrations, database protection rights, mask works and mask
work registrations, and all renewals, continuations, and extensions thereof (collectively
“Copyrights”); ownership and all rights to control possession, use and/or disclosure of
trade secrets and other confidential information; all causes of action relating to any of the
forgoing, including the right to collect and receive past damages; all applicable rights under all




 





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.



 









 





international and transnational treaties and conventions relating to protection of
intellectual or industrial property arising from any of the forgoing, and all other legal rights
(whether they arise under contract, statute or common law) for the protection of intellectual or
industrial property throughout the world. Specifically excluded from IP Rights are trademarks,
trade dress, trade names, and similar rights in indicia of origin.



     1.4 “License” has the meaning given to it in Section 2.1.



     1.5 “License Agreements” mean, collectively, that certain that certain Master
Agreement by and between Z-KAT and [***] (“[***]”), effective as of January 1, 2003 (the “[***]
License Agreement”), a copy of which is attached hereto as Exhibit A; that certain
Agreement by and between Z-KAT and [***] (“[***]”), made effective as of September 19, 2003 (the
“[***] License Agreement”), a copy of which is attached hereto as Exhibit B; that
certain License Agreement, by and between Z-KAT and [***] (“[***]”), made July 30, 1997 (the
“[***] License Agreement”), a copy of which is attached hereto as Exhibit
C; that certain License Agreement by and between Z-KAT and [***] (“[***]”), made August 31,
2001 (the “[***] License Agreement”), a copy of which is attached hereto as
Exhibit D, and that certain Exclusive License by and between Z-KAT and Barrett Technology
(“Barrett”), dated March 12, 1998, a copy of which is attached hereto as Exhibit E.
[***] has subsequently assigned his interests in the
[***] License Agreement to [***] (“[***]”)
([***] and/or [***], as the case may be, hereinafter referred to as “[***]”).



     1.6 “Licensors” refer to Barrett, [***], collectively. “Licensor” refers to
any one of them.



     1.7 “Licensed IP Rights” means (a) all the Licensed Patents and (b) all IP Rights,
excluding however Patents, throughout the world that, as of the Effective Date, are owned (in whole
or in part) by Z-KAT or have been licensed (including sublicensed) to Z-KAT and are licensable by
Z-KAT to others, including without limitation those IP Rights (excluding Patents) licensed to Z-KAT
by [***] (the “[***] Licensed IP Rights”), [***] (the “[***] Licensed IP
Rights”), [***] (the “[***] Licensed IP Rights”), [***] (the “[***] Licensed IP
Rights”), and Barrett (the Barrett Licensed IP Rights”), pursuant to the respective
License Agreements, and by [***] (the [***] Licensed IP Rights”) under the [***]
Agreements.



     1.8 “Licensed Patents” means those Patents identified on Schedule 1.8, and all
Patents claiming the benefit of, priority to, or any subject matter found in, the identified
Patents.



     1.9 “MAKO Business” has the meaning given to it in the Contribution Agreement.



     1.10 “MAKO Field” means the medical specialty of orthopedic surgery, which includes,
without limitation, the preservation, restoration, development, repair and correction of the
musculoskeletal system and associated structures, including, without limitation, the spine and
neck, but which expressly excludes non-bone oncology, blood vessels and vitals organs, neurology
(which is the medial specialty concerned with the brain, spinal cord and nervous system), non-spine
neurosurgery, cranial neurosurgery, ENT and otolaryngology.



     1.11 “Technical Information” means, collectively, all technical information, including
without limitation software, documentation, files, data and information contained therein, in




 





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.



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Z-KAT’s possession relating to the MAKO Business, to the extent is owned or otherwise
licensable (including sub-licensable) by Z-KAT to others.



     1.12 “Z-KAT Field” means all fields other than the MAKO Field.



ARTICLE 2

GRANTS OF LICENSE




     2.1 Grant of License to MAKO. Subject to all of the terms and conditions of this
Agreement, and in particular the limitations of Section 2.3, Z-KAT grants to MAKO, to the extent it
has a right to do so, a worldwide, fully transferable, perpetual, royalty-free and fully paid-up
license (or sublicenses, as the case may be) under the Licensed IP Rights within, and limited to,
the MAKO Field (the “License”). The License granted hereunder (a) shall include the right
to sublicense, (b) is irrevocable and cannot be terminated for any reason (including material
breach of this Agreement) except as expressly provided herein, and (c) is transferable to the
extent that such transfer is in compliance with Section 11.2.



     2.2 Scope of Grant.



          (a) The License is exclusive within the MAKO Field, but only to the extent that the Licensed
IP Rights possessed or licensable by Z-KAT are exclusive within the MAKO Field.



          (b) The License includes, unless it is otherwise expressly stated in this Agreement, and
subject specifically to the limitations of Section 2.3, the following rights:



               (i) with respect to Patents, to make, have made, use, lease, sell, offer to sell, and import
machines and articles of manufacture for use within the MAKO Field; and to make, have made, use and
import machines, tools, materials and other instrumentalities, insofar as such machines, tools,
materials and other instrumentalities are involved in or incidental to the development,
manufacture, testing or repair of products for use within the MAKO Field, which are made or
imported under the authority of the licensee;



               (ii) with respect to Technical Information, to make, use, sell, lease, distribute, publicly
display, and make available products solely within the MAKO Field incorporating or embodying the
Technical Information;



               (iii) with respect to copyrights, to copy, publicly distribute, publicly perform, publicly
display, prepare derivatives, and digitally transmit the work in which the copyright exists, for
use within the MAKO Field; and



               (iv) to convey to any purchaser, lessee, or user of any product for use within the MAKO Field,
which is made under authority of MAKO or its sublicensee, rights to use and resell the product.



          (c) MAKO may, without the consent of or notice to Z-KAT, grant further sublicenses under the
License, but only to the extent and within the scope of the License that it has been granted under
this Agreement. However, if any of the License Agreements require




 





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.



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notice of grant of sublicense, MAKO must provide notice to the Licensor in accordance with the
License Agreement.



     2.3 Limitations on and Exclusions from Grant.



          (a) Notwithstanding section 2.2(a), MAKO may not, and will not, make available to third
parties any part or portion of software that is included with or that contains Technical
Information except pursuant to a license that obligates the licensee not to disclose the software
or use it except as permitted by this Agreement, and subject to all the terms and conditions of
this Agreement.



          (b) Notwithstanding section 2.1, the grant to MAKO of a sublicense in section 2.1 under the
[***] Licensed IP Rights is non-exclusive. Furthermore, MAKO acknowledges that the License with
respect the making or manufacturing products under the [***] License Agreement is conditioned on
the prior written approval of [***]. Z-KAT shall diligently work with [***], and MAKO shall
cooperate as required, to obtain such approval within a reasonable period of time after the
Effective Date of this Agreement. Until [***] has provided written approval for MAKO to make
products covered by the Licensed IP Right licensed to Z-KAT under the [***] License Agreement, MAKO
may purchase from Z-KAT, and Z-KAT will sell to MAKO at cost, [***] and other products that come
within the scope of the Licensed IP Rights licensed to Z-KAT pursuant to the [***] License
Agreement that meet the specifications agreed to by MAKO and Z-KAT. All [***] and other products
purchased by MAKO from Z-KAT that are covered by Licensed IP Rights under the [***] License
Agreement shall be manufactured by an entity approved by MAKO, which approval will not be
unreasonably withheld.



          (c) For the avoidance of any doubt, and notwithstanding anything to the contrary in this
Agreement, Z-KAT is not granting to MAKO a license or sublicense that it is not otherwise permitted
to grant under the Licensed Agreements, or that extends beyond the scope of, or otherwise
constitutes a breach of, any agreement to which Z-KAT is a party as of the Effective Date,
including without limitation the License Agreements, the [***] Agreements and other agreements
(collectively “Prior Agreements”). Z-KAT’s foregoing grant of a License to MAKO under this
Article 2 is subject to all of the limitations of the Prior Agreements. In particular, and without
limiting the generality of this Section 2.3(c), the scope of the sublicenses granted by this
Agreement under the licenses granted in the [***] Agreement are non-exclusive and are limited to
the right to make, have made, use, sell, copy, modify, prepare derivatives, adapt, transmit,
perform, and reproduce apparatus, processes, software and other works of authorship and information
with respect to “ [***] Applications” and “ [***] Platforms,”
as those terms are defined in the [***] Agreement.



     2.4 No Other Licenses; No Assignments. Other than the licenses expressly set
forth above or in other written agreements, Z-KAT is not granting any other license or
sublicense, whether by implication, estoppel or otherwise. Except as otherwise expressly stated,
nothing in this Agreement is intended to transfer title to, or other ownership interest in, any
IP Right.




 





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.




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ARTICLE 3

PUBLICITY AND CONFIDENTIALITY





     3.1 Confidentiality of Technical Information Exchanged by the Parties. Each Party
will hold any technical or other information that is disclosed to it by the other Party, and that
is owned, and not licensed to, such other Party (“Confidential Information”) in confidence
and take reasonable precautions to maintain and protect the confidentiality of the Confidential
Information, but in no event less than reasonable care that it would take to protect its own
confidentiality and proprietary information. Technical Information that is owned, and not licensed
to, Z-KAT will be treated as Confidential Information. Technical Information that is
licensed to Z-KAT and sublicensed to MAKO herein will be treated
pursuant to Section 3.3. A receiving Party may disclose Confidential Information of the disclosing
Party to, and share the Confidential Information of the disclosing Party with, its employees,
contractors, representatives, and others who have a need to know it, so long as each such person is
obligated not to disclose such information to others and to use it only for the purposes for which
access is being given. Parties other than employees having access to software or to Confidential
Information must be licensed to use the Confidential Information, and may only use it to the same
extent as the receiving Party is licensed to use it under this Agreement.



     3.2 Exceptions. Notwithstanding the forgoing obligations of confidentiality,



          (a) The receiving Party may, except with respect to software, make available to third parties
products and related user documentation incorporating or made using the Confidential Information.
The receiving Party may only distribute to third parties Software that is part of, or that includes
the Confidential Information, pursuant to a written agreement that obligates each third party not
to disclose the software and not to use the software except as expressly permitted by this
Agreement, and that expressly forbids use of the software beyond the limits of the licenses granted
to the receiving Party in this Agreement.



          (b) The receiving Party may disclose Confidential Information as required by law, but only to
the extent required by law, and also in response to a valid order of a court or other government
body or any political subdivision thereof, but only if the receiving Party has taken reasonable
action to seek a protective order limiting the scope of the disclosure and has promptly notified
the disclosing Party of the requirement to disclose the Confidential Information.



          (c) Confidential Information does not include information that (i) is or becomes
publicly known through no unauthorized act of a receiving Party or those that it has licensed or
given access to the Confidential Information, (ii) is rightfully received by the receiving Party
from a third party without obligation of confidentiality, or (iii) is approved by the disclosing
Party for public disclosure.



     3.3 Confidentiality of Technical Information of Licensors. MAKO’s obligations under
this Agreement with respect to any Technical Information licensed to Z-KAT and sublicensed to MAKO
under this Agreement are the same as the obligations placed by the respective Licensors on Z-KAT
with respect to such Technical Information, and in no event less than the obligations imposed on a
receiving Party by Sections 3.1 and 3.2. MAKO may disclose to others, use and permit others to use
any of Technical Information licensed to Z-KAT by a Licensor only to the extent the License
Agreement of the Licensor under which the Technical Information is licensed to Z-KAT permits
disclosure and use.




 





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.



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     3.4 Publicity and Trademarks. Nothing in this Agreement will be construed as
conferring upon either Party or its Affiliates any right to include in advertising, packaging or
other commercial activities related to a product, any reference to the other Party (or any of its
Affiliates), its trade names, trademarks or service marks in a manner which would be likely to
cause confusion or to indicate that such product is in any way certified by the other Party hereto
or its Affiliates.



ARTICLE 4

PATENTING; MAINTENANCE OF PATENTS; PAYMENTS




     4.1 Patent Prosecution and Maintenance.



          (a) Z-KAT will initially have the sole right to prosecute, control prosecution of, and
maintain the Licensed Patents that are solely owned by Z-KAT (“Z-KAT Licensed
Patents.”). However, it may, at is sole option, give control to MAKO to prosecute any one
or more the Z-KAT Licensed Patents.



          (b) The Party having control over prosecution of a patent application or patent included in
the Licensed Patents will consult and reasonably cooperate with the other Party in determining the
best course of action for prosecuting each patent application that is included in the Licensed
Patents. The Party in control will keep the other Party informed on each application’s or patent’s
status and will promptly provide to the other Party copies of all papers and correspondence filed
or sent in connection with the application. The Party not having control must have reasonable
opportunity to consult with the other Party prior to the Party in control undertaking any action
that may materially affect the scope, validity, or existence of the application.



          (c) Should a Party decide to give up control and responsibility for prosecution of a patent
application, or decide to abandon such application with the intent not to continue examination of
the claimed invention in another application, it must give the other Party reasonable notice of its
intentions and take all reasonable steps to cooperate with the other Party and to transfer to it
control of the application without loss of rights.



          (d) Should MAKO be given or take control of prosecution or maintenance of a patent
application, Z-KAT will execute, and will take reasonable actions to obtain the cooperation of
their respective employees in executing, all papers reasonably required to enable the other Party
to file, prosecute and maintain such patent applications.



          (e) Nothing in this Section 4.1 shall be deemed to require MAKO to prosecute or maintain any
Z-KAT Licensed Patents that MAKO (i) deems in its sole discretion no longer necessary to
conduct the MAKO Business and (ii) renounces pursuant to Section 4.6.



     4.2 Maintenance Fees and Prosecution Costs.



          (a) For patents and patent applications included the Licensed IP Rights, MAKO will pay to
Z-KAT its Ratable Share (defined in Section 4.2(c)) of all reasonable costs associated with
prosecution and issuance of each patent or patent application (“Prosecution Costs”)
included within the Licensed Patents. Examples of Prosecution Costs include




 





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.



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reasonable legal fees and foreign associate charges, filing fees, duplication costs, courier
fees and the like. Maintenance, renewal fees (or “annuities”) and other periodic fees and
taxes that must be paid to maintain a patent or patent application are not, for purposes of this
section, Prosecution Costs. Should MAKO take responsibility for prosecution of any of the Licensed
Patents, Z-KAT will be responsible for reimbursing MAKO for amounts in excess of its Ratable Share
of the Prosecution Costs for each such patent or patent application.



          (b) MAKO will, within 15 days after receipt of written notice from Z-KAT, pay to Z-KAT its
Ratable Share of costs (other than Prosecution Costs) associated with maintaining each patent and
patent application included in the Licensed Patents, including without limitation any periodic
government fees (“Maintenance Fees”) — e.g. maintenance fees, renewal fees, “annuities”
and the like — and reasonable third-party charges and costs associated with tracking and paying
the fees (collectively, “Maintenance Costs”). Should MAKO take responsibility for payment
of the Maintenance Costs of any of the Licensed Patents upon mutual consent between MAKO and Z-KAT,
Z-KAT will, within 15 days after receipt of written notice from MAKO, reimburse MAKO for amounts in
excess of MAKO’s Ratable Share of the Maintenance Costs.



          (c) For the purposes of this Section 4.3, “Ratable Share,” with respect to any
particular patent or patent application, equal to [***] where [***] is [***] under the particular
patent or patent application; or, in the case of minimum royalties, sublicenses under the Licensed
Agreement pursuant to which such Minimum Royalties are due.



     4.3 Running Royalties. For activities undertaken by, on behalf of, or under the
authority of MAKO, its affiliates, and its sublicensees, MAKO will pay all royalties and other
amounts of money that, if these activities were undertaken by Z-KAT, Z-KAT would otherwise be
obligated to pay under the respective License Agreements as a consequence of the activities
(“Running Royalties”).



     4.4 Minimum Royalties. MAKO will pay, in addition to Running Royalties, a portion of
all Minimum Royalties (as defined below) and other amounts due under the License Agreements (other
than the [***] License Agreement) after the Effective Date that are necessary to maintain a grant
of license or exclusivity under a grant of license (“Minimum Royalties”). The portion of
the Minimum Royalties that MAKO must pay under a given one of the License Agreements is the
difference between the sum of any amounts actually paid by MAKO pursuant to Section 4.1 under the
License Agreement, and a Ratable Share Minimum Royalty that is otherwise due under the License
Agreement. Nothing in this Section 4.4 shall be deemed to require MAKO to maintain or pay any
Minimum Royalties with respect toe Licensed Patents that MAKO (a) deems in its sole discretion no
longer necessary to conduct the MAKO Business and (b) renounces pursuant to Section 4.6.



     4.5 Payments.



          (a) Except for Maintenance and Prosecution Costs that Z-KAT incurs, MAKO will pay all amounts
due under this Agreement to a particular Licensor directly to the Licensor if the Licensor agrees
to accept such payments directly from MAKO and to relieve Z-KAT from all obligations or
responsibilities for collecting and paying amounts due from MAKO (as a




 





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.



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sublicensee) and for providing reports. Otherwise, MAKO will pay to Z-KAT all such amounts
and provide to Z-KAT any reports required of Z-KAT or a sublicensee under the respective License
Agreements. Z-KAT will immediately pay those amounts to the respective Licensors.



          (b) Except for Maintenance and Prosecution Costs, and unless MAKO comes to a different
agreement with the Licensor as permitted under section 4.5(a), all of MAKO’s payments will be due
and payable on the same schedules as Z-KAT’s payments are due under the respective License
Agreements. If MAKO must pay Running Royalties and Minimum Royalties to Z-KAT pursuant to section
4.5(a), MAKO must pay to Z-KAT any and all amounts within 15 days after receipt of written notice
from Z-KAT that such payment is due. MAKO must also deliver to Z-KAT any reports on the activities
of MAKO and those under its authority that are due under the License Agreement.



          (c) Maintenance and Prosecution Costs incurred by Z-KAT will, to the extent they are
reasonable, be reimbursed by MAKO within 45 days of presentation of an invoice or other document
requesting payment. Z-KAT will, at MAKO’s request, supply any available additional documentation
to substantiate the costs.



          (d) In the event Z-KAT fails to make any payment when due and payable under any one of the
License Agreements and MAKO makes the payment Z-KAT is otherwise obligated to pay, MAKO may, at its
option, pay to the Licensor the amount due, in which case it may seek reimbursement from Z-KAT for
Z-KAT’s share of the payment that was due.



          (e) In the event MAKO fails to make any payment which it is obligated to make under this
Agreement with respect to any sublicense granted hereunder, to Z-KAT or to any particular Licensor
within thirty (30) days after receiving written notice by Z-KAT of MAKO’s failure to make such
payment, then such sublicense granted to MAKO hereunder for which such payment was due shall
terminate; provided, that this Agreement shall remain in full force and effect. However,
if there is a genuine dispute between MAKO and a Licensor under a License Agreement regarding any
amount due, MAKO’s failure to pay such amount will not give rise to termination of the sublicense
granted hereunder, though MAKO will remain obligated to reimburse Z-KAT for MAKO’s share of any
amounts paid by Z-KAT to such Licensor within 15 days of resolution of such dispute.



     4.6 Renunciation of License. MAKO may give up its license with respect to any one or
more Licensed Patents by giving written notice to Z-KAT of its intention to do so, which will be
effective immediately. MAKO will remain liable for any Prosecution Costs and Maintenance Costs
incurred prior to giving up its license, but will have no further rights or obligations under this
Article 4 with respect to the particular patent or patent application.



     4.7 Records and Audit. Unless MAKO otherwise comes to an agreement with the Licensor
pursuant to Section 4.5(a), MAKO will keep all books, records and other information necessary for
Z-KAT to comply with its obligations under each License Agreement with respect to sublicensees. In
the event MAKO pays Z-KAT Running Royalties and Minimum Royalties pursuant to Section 4.4(a), MAKO
(including related companies and sublicensees) will keep full, clear and accurate records with
respect to all Licensed Products necessary for determining the amounts due to Z-KAT under this
Agreement, and will furnish any information which Z-KAT



 





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.



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may reasonably prescribe from time to time to enable Z-KAT to ascertain the amounts due.
Z-KAT may, not more than once per calendar year and only through accredited auditors, make an
examination, following advance notice and during normal business hours, of all records and accounts
bearing upon the amount of royalty payable to it hereunder. The auditors may disclose only the
amounts due and may not disclose any records or other information of MAKO and their customers.
Payments must be made within 60 days to compensate for any errors or omissions disclosed by such
examination. If such audit discloses under-reporting of 5 percent or greater with respect to the
reported sums paid to Z-KAT by MAKO during the applicable period subject to such audit, MAKO will
fully reimburse Z-KAT within 60 days after demand, for the reasonable fees and disbursements for
completing such audit. Otherwise, Z-KAT will be responsible for payment of the actual costs
(including professional fees and disbursements) for each such audit.



ARTICLE 5

OTHER OBLIGATIONS OF MAKO




     5.1 Marking. MAKO will place a patent notice in accordance with 35 U.S.C. §287 on any
products made by or on behalf of MAKO, which are covered by, or made with a process covered by, a
US patent included within the Licensed IP Rights. MAKO will also require that each such product
made under its authority (other than a product made by, on behalf of, or under authority of the
other Party) will also be marked with a notice in accordance with 35 U.S.C. §287. Otherwise, MAKO
shall not have any obligation to mark any product.



     5.2 Sublicensee Obligations under License Agreements. Notwithstanding anything to the
contrary in this Agreement, MAKO will, with respect to its sublicense under each of the License
Agreements, assume each obligation that a sublicensee must have under the License Agreement in
order to avoid breach of the License Agreement and warrants that it comply with all terms and
conditions of each License Agreement that apply to sublicensees.



     5.3 Grant Back of Non-Exclusive License. MAKO grants to Z-KAT a fully paid,
royalty-free, non-exclusive, irrevocable, non-terminable license in the Z-KAT Field to make, have
made, use, sell, offers for sale, copy, publicly distribute, perform, display and transmit (except
as otherwise limited below), prepare derivatives, disclose and make available, publish arising from
any Improvements (defined below) owned, invented, created or discovered either solely or jointly
with others by MAKO or its employees, or otherwise licensable by MAKO without payment to an
unrelated third party. This foregoing license is fully transferable, in whole or in part, without
permission of MAKO and includes the right to grant sublicenses at any level.
“Improvements” are (a) any inventions (whether or not patented) that would, if practiced,
come within the scope of any Patents included in the Licensed IP Rights; (b) derivatives of any
works of authorship (including software) that is the subject of the License granted to MAKO, or any
work (including software) that, but for the License granted to MAKO, would infringe any of the
Copyrights included in the Licensed IP Rights; and (c) inventions, software or additional technical
information incorporating or embodying Technical Information licensed to MAKO, or that, but for the
Technical Information licensed to MAKO, could not have been developed or discovered. MAKO must
disclose any Improvements not previously disclosed to Z-KAT to Z-KAT promptly after Z-KAT’s
request. Technical information developed by MAKO and disclosed to Z-KAT will be treated as
Confidential Information of MAKO under Article 3.




 





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.



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     5.4 Good Faith Negotiation for Additional Licenses. MAKO will negotiate with Z-KAT in
good faith to grant to Z-KAT on commercially reasonable, but mutually agreeable terms, a
royalty-bearing license to Z-KAT in the Z-KAT Field, in addition to the royalty-free, non-exclusive
license for Improvements under Section 5.3, under any IP Rights to any inventions (whether or not
patentable), works of authorship (including software), or technical information conceived of,
reduced to practice, created, developed or discovered, either solely or jointly with others, by
MAKO, its employees and contractors. MAKO’s failure to offer or agree to an exclusive license will
not be evidence of a lack of good faith or unreasonable.



ARTICLE 6

ENFORCEMENT




     6.1 No Obligation to Enforce; Cooperation. Subject to the rights of the Licensors of
the Licensed IP Rights, neither Party has an obligation to enforce through a legal proceeding any
Licensed IP Rights. MAKO will not enforce any of the Licensed IP Rights outside the MAKO Field
without the prior consent of Z-KAT. Z-KAT will not enforce the Licensed IP Rights inside the MAKO
Field without the prior consent of MAKO. In the event one Party desires to bring a legal action to
enforce any of the Licensed IP Rights, the Parties will act promptly and in good faith, subject to
the rights of the relevant Licensor of each of the Licensed IP Rights to be enforced, to negotiate
terms and conditions under which one or both of the Parties may bring the action.



ARTICLE 7

LIMITED WARRANTIES; REPRESENTATIONS AND COVENANTS




     7.1 Each Party covenants that it will not terminate or knowingly take any action that would
cause or permit termination of the License Agreements. Z-KAT covenants that it will not amend the
License Agreements or knowingly take any other actions that would limit sublicenses granted under
this Agreement.



     7.2 To the knowledge of Z-KAT, practice of the Licensed IP Rights, within the scope of the
License granted in this Agreement (including all of its limitations), does not infringe any third
party IP Rights.



     7.3 EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MARKETABILITY, USE OR FITNESS FOR ANY
PARTICULAR PURPOSE, AND NON-INFRINGEMENT.



ARTICLE 8

BANKRUPTCY




     Z-KAT and MAKO each acknowledges and agrees that this Agreement (i) constitutes a
license of Intellectual Property (as such term is defined in the United States Bankruptcy Code, as
amended (the “Code”)), and (ii) is an executory contract, with significant
obligations to be performed by Z-KAT and MAKO. The parties hereto agree that each may fully
exercise all of its rights and elections under the Code following any event of bankruptcy affecting
the other, including, without limitations, those set forth in Section 3 65(n) of the Code. If
requested by




 





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.



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MAKO, MAKO shall be entitled to (a) enjoy all of the rights, benefits and use granted
hereunder for the remaining duration of the terms plus any renewal periods and (b) Z-KAT shall
immediately make available to MAKO all product, source code, formulas, information, documents and
raw materials as may be necessary for MAKO to continue to utilize the License and sublicenses
granted hereunder following a rejection of the License and/or the sublicenses set forth in this
Agreement in a Z-KAT bankruptcy.



ARTICLE 9

INDEMNIFICATION




     9.1 Indemnification.



          (a) Subject to the provisions of this Article 9, including, without limitation, Section 9.2,
Z-KAT will indemnify in respect of, and hold MAKO and its officers, directors, employees and agents
harmless against, any and all damages, claims, deficiencies, losses, including taxes, and all
expenses (including interest, penalties, and reasonable attorneys’ and accountants’ fees and
disbursements but reduced by any tax savings, benefits or offsets to which any party shall be
entitled directly or indirectly by reason thereof) (collectively “Damages”), resulting from
a third party claim of: (i) any misrepresentation, breach of warranty or failure to
perform any covenant or agreement on the part of Z-KAT under this Agreement or (ii) failure to
maintain any of the License Agreements. Z-KAT further agrees to indemnify in respect of, and hold
MAKO, its officers, directors, employees and agents harmless against, all Damages, injuries and
deaths claimed by a third party resulting directly or indirectly from production, manufacture,
sale, marketing, lease, use of a product or service by Z-KAT or its Affiliates, except to the
extent such Damages, injury or death results from the negligence, gross negligence or intentional
misconduct of MAKO, its employees, officers and directors.



          (b) Subject to the provisions of this Article 9, including, without limitation, Section 9.2,
MAKO agrees to indemnify in respect of, and hold Z-KAT and its officers, directors, employees and
agents harmless against, any and all Damages resulting from a third party claim of: (i)
any misrepresentation, breach of warranty, or (ii) failure to perform any covenant or
agreement on the part of MAKO under this Agreement, except to the extent such Damages result from
the negligence, gross negligence or intentional misconduct of Z-KAT or its respective employees,
officers and directors. MAKO further agrees to indemnify in respect of, and hold Z-KAT, the
Licensors, and their respective offices, directors, employees and agents harmless against, all
Damages, injuries and deaths claimed by a third party resulting directly or indirectly from
production, manufacture, sale, marketing, lease, use of a product or service by MAKO or its
Affiliates, except to the extent such Damages, injury or death results from the negligence, gross
negligence or intentional misconduct of Z-KAT, the Licensors, or their respective employees,
officers and directors.



     9.2 Method of Asserting Claims, Etc. The party or parties claiming indemnification
under this Article (whether one or more) are hereinafter collectively referred to as the
“Indemnified Party” and the party against whom such claims are asserted hereunder is
hereinafter referred to as to the “Indemnifying Party.” All claims for indemnification by
any Indemnified Party under this Article 9 will be asserted and resolved as follows:




 





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.



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          (a) MAKO shall have the right to enforce all claims in connection with the use of the Licensed
Patents in the MAKO Field and Z-KAT shall have the right to enforce all claims in connection with
the use of the Licensed Patents in the Z-KAT Field.



          (b) In the event that any claim or demand for which an Indemnifying Party would be liable to
an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified
Party by a third party (a “Third Party Claim”), such Indemnified Party will with reasonable
promptness notify the Indemnifying Party of such claim or demand, specifying the nature of and
specific basis for such claim or demand and the amount or the estimated amount thereof to the
extent then feasible (which estimate will not be conclusive of the final amount of such claim and
demand (the “Claim Notice”)). The Indemnifying Party will not be obligated to indemnify
such Indemnified Party with respect to any such claim or demand to the extent the failure of such
Indemnified Party to promptly notify the Indemnifying Party of such a claim or demand materially
prejudices the Indemnifying Party’s ability to defend against the claim or demand. The
Indemnifying Party will have 30 days from the personal delivery or mailing of the Claim Notice (the
“Notice Period”) to notify such Indemnified Party (i) whether or not it disputes
the liability of the Indemnifying Party to such Indemnified Party hereunder with respect to such
claim or demand and (ii) whether or not it desires at the sole cost and expense of the Indemnifying
Party, to defend such Indemnified Party against such claim or demand; provided, however, that such
Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion,
answer or other pleading which it deems necessary or appropriate to protect its interests or those
of the Indemnifying Party and not materially prejudicial to the Indemnifying Party. In the event
that the Indemnifying Party notifies such Indemnified Party within the Notice Period that it
desires to defend such Indemnified Party against such claim or demand, except as hereinafter
provided, the Indemnifying Party will have the right to defend by all appropriate proceedings. If
such Indemnified Party desires to participate in, but not control, any such defense or settlement
it may do so at its sole cost and expense. If requested by the Indemnifying Party, such
Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any
claim or demand which the Indemnifying Party elects to contest, and, if appropriate and related to
the claim in question, in making any counterclaim against the person asserting the third party
claim or demand, or any cross-complaint against any person. No claim may be settled by the
Indemnifying Party without the consent of such Indemnified Party, which consent will not be
unreasonably withheld. Notwithstanding the foregoing, in connection with a Third Party Claim
asserted against both such Indemnified Party and the Indemnifying Party, if (x) such Indemnified
Party has available to it defenses which are in addition to those available to the Indemnifying
Party, (y) such Indemnified Party has available to it defenses which are inconsistent with the
defenses available to the Indemnifying Party or (z) a conflict exists or may reasonably be expected
to exist in connection with the representation of both such Indemnified Party and the Indemnifying
Party by the legal counsel chosen by the Indemnifying Party, such Indemnified Party will have the
right to select its own legal counsel. If such Indemnified Party selects its own legal counsel
pursuant to the immediately preceding sentence and the underlying Third Party Claim is otherwise
subject to the scope of the indemnification obligations of the Indemnifying Party pursuant to this
Article 9, the reasonable fees and expenses of such legal counsel will be included within the
indemnification obligations of the Indemnifying Party; provided that under no circumstances will
the Indemnifying Party be obligated to indemnify such Indemnified Party against the fees and
expenses of more than one legal counsel selected by such Indemnified Party in connection with a




 





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.



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single claim (notwithstanding the number persons against whom the Third Party Claim may be
asserted).



          (c) In the event any Indemnified Party should have a claim against any Indemnifying Party
hereunder which does not involve a claim or demand being asserted against or sought to be collected
from it by a third party, such Indemnified Party will send a Claim Notice with respect to such
claim to such Indemnifying Party. If such Indemnifying Party does not notify such Indemnified
Party within the Notice Period that such Indemnifying Party disputes such claim, the amount of such
claim will be conclusively deemed a liability of such Indemnifying Party hereunder.



ARTICLE 10

TERM AND TERMINATION




     10.1 Term. This Agreement will become effective as of the Effective Date and will
continue until terminated according to its terms or until all of the License Agreements terminate
and all Licensed IP Rights have expired.



     10.2 Voluntary Termination By MAKO. MAKO may voluntarily terminate this Agreement
upon 60 days written notice to Z-KAT.



     10.3 Survival.



          (a) To the extent permitted by the respective License Agreements, or to the extent MAKO and
the respective Licensor agree, Z-KAT’s grant of sublicense to MAKO under the License Agreement will
survive termination of the License Agreement. Otherwise, the sublicense will terminate with
respect to any terminated License Agreement.



          (b) If a grant of sublicense to MAKO is terminated (or does not survive termination of the
License Agreement under which it is granted), MAKO will cease all use of the Technical Information
that is sublicensed pursuant to the terminated sublicense and either destroy all copies of it or
return it to Z-KAT, as directed by Z-KAT or the Licensor of the Technical Information.



          (c) Articles 1, 3 and 9 will survive and continue after termination. Any amounts due under
Article 4 prior to termination will remain due and become immediately payable.



ARTICLE 11

MISCELLANEOUS PROVISIONS




     11.1 Registration and Recordation of License Agreement. Notwithstanding the
obligations of confidentiality of Article 3, each Party consents to registration of this Agreement
if required by law, for the grants of licenses to be effective, or to make it effective against
subsequent assignees or licensees. Specifically, and without limiting the foregoing, each Party
consents to recordation of this Agreement in connection with any patents or copyright registrations
included in the Licensed IP Rights. However, Exhibits to this Agreement must be




 





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.



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removed or redacted to show only the patents and copyright registrations and no additional
information.



     11.2 Assignment. MAKO may assign this Agreement, but only upon (a) a written notice
to Z-KAT specifying the assignee, (b) the assignee agrees to be bound by all of the terms and
conditions of this Agreement as applicable to such assignee, and, if applicable, (c) a prior
written consent from the third party Licensor as required under the applicable License Agreement.
This Agreement will be binding on successors in interest and
permitted assigns. Z-KAT may assign
this Agreement with the prior written consent of MAKO, which shall not be unreasonably withheld
only if the assignee agrees to be bound by all of the terms and conditions of the Agreement.



     11.3 Notices. All notices and other communications which are required or which may be
given under the provisions of this Agreement will be in writing and may be delivered (a)
personally, (b) by facsimile transmission, (c) expedited delivery service with proof of delivery or
(d) sent by United States Mail, postage prepaid, registered or certified, return receipt requested,
addressed as follows:




			
	               	 	If to Z-KAT:


Z-KAT, Inc.

2903 Simms Street

Hollywood FL 33020

Phone: (954) 927-2044

Facsimile: (954) 927-0446

Attention: Chief Financial Officer


With copy (which shall not constitute notice) to:


Hogan & Hartson L.L.P.

555 Thirteenth Street, NW

Washington, DC 20004

Telephone: 202-637-5600

Fax: 202-637-5910

Attention: Christopher J. Hagan, Esq.


If to MAKO:


MAKO Surgical Corp.

2903 Simms Street

Hollywood FL 33020

Phone: (954) 927-2044

Facsimile: (954) 927-0446

Attention: Chief Financial Officer





or to such other address designated by the parties as provided above. Any such notice will be
deemed to have been given either at the time of personal delivery or, in the case of delivery


 





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.




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service or mail, as of the date of first attempted delivery at the address and in the manner
provided herein.



     11.4 Choice of Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE (EXCLUSIVE OF CONFLICTS OF LAW PRINCIPLES).



     11.5 Captions. The captions, headings, and arrangements used in this Agreement are
for convenience only and do not in any way affect, limit, amplify, or modify its terms and
provisions.



     11.6 No Strict Construction. This Agreement is the result of substantial negotiations
among the Parties and their counsel and has been prepared by their joint efforts. Accordingly, the
fact that counsel to one Party or another may have drafted this Agreement or any portion of this
Agreement is immaterial and this Agreement will not be strictly construed against any Party.



     11.7 Severability and reformation. Wherever possible, each provision of
this Agreement will be interpreted in such manner as to be effective. If any provision of this
Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective
during the term of this Agreement, such provision will be fully severable and this Agreement will
be construed and enforced as if such illegal, invalid, or unenforceable provision had never
comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in
full force and effect. Furthermore, in lieu of each such illegal, invalid, or unenforceable
provision, there will be added automatically as a part of this Agreement a provision as similar in
terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid,
and enforceable; provided, however, that, if any such change will materially diminish the practical
realization of the benefits intended to be conferred to any party to this Agreement, such party may
terminate this Agreement upon written notice to each other party within 30 days after learning such
change has been effected.



     11.8 Consents; Waivers. Any consent or approval required as a condition to an action
under this Agreement will be effective only (a) if in writing and signed by the Party whose consent
is sought, (b) with respect to the specific matter made the subject to such consent or approval
(and no other matter), and (c) for the specific instance(s) expressly set forth in such
consent or approval (and no earlier or subsequent instances). Any Party may waive any condition,
covenant, term, or provision of this Agreement, but any such waiver will be effective only (a) if
in writing and signed by the Party sought to be bound by such waiver, (b) with respect to the
specific condition, covenant, term, or provision expressly made the subject to such waiver (and no
other condition, covenant, term, or provision), and (c) for the specific instance(s)
expressly set forth in such waiver (and no earlier or subsequent instances). Without limiting
the foregoing sentence, none of the following will constitute a waiver of the rights of a Party to
this Agreement to demand exact compliance with the conditions, covenants, terms, and provisions of
this Agreement: (a) a failure of such Party to exercise any power reserved to it in this Agreement;
(b) a failure of such Party to insist upon compliance by any other Party to this Agreement with any
condition, covenant, term, or provision in this Agreement; (c) a delay, forbearance, or omission of
such Party to exercise any power; or (d) any custom or practice of the Parties at variance with the
terms of this Agreement. The consent or approval of any Party to this



 





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.


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Agreement with respect to the act of any other Party to this Agreement will not be deemed to
waive or render unnecessary consent to or approval of any subsequent similar act. Subsequent
acceptance by a Party to this Agreement of any performance due to it under this Agreement will not
be deemed to be a waiver by such first Party of any preceding breach by any other Party of any
terms, provisions, covenants, or conditions of this Agreement.



     11.9 Force Majeure. Neither party will be in default or otherwise liable
for any delay in or failure of its performance under this Agreement if such delay or failure arises
by any reason beyond its reasonable control, including any act of God, any acts of the common
enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in
transportation or communications, or any act or failure to act by the other party or such other
party’s employees, agents, or independent contractors or representatives; provided,
however, that lack of funds will not be deemed to be a reason beyond a party’s reasonable
control. The parties will promptly inform and consult with each other as to any of the above
causes that in their judgment may or could be the cause of a delay in the performance of this
Agreement.



     11.10 Legal Costs. If any action is brought to enforce or interpret the terms of this
Agreement (including through arbitration), the prevailing Party will be entitled to reasonable
legal fees, costs, and disbursements in addition to any other relief to which such Party may be
entitled.



     11.11 Equitable Remedies. Each Party to this Agreement recognizes that the
obligations imposed on it in Articles 2 and 3 are special, unique, and of extraordinary character.
Accordingly, each Party to this Agreement agrees and declares that it is impossible to measure in
money the damages that will accrue by reason of its failure to perform any of its obligations under
Articles 2 and 3 and that, in the event of breach by it of any such obligation, the remedy at law
for such breach will be inadequate. Therefore, each Party to this Agreement, by execution of this
Agreement, waives the claim or defense that there is an adequate remedy at law and agrees it will
not urge in any action or proceeding to which it is a party that relates to Articles 2 and 3 the
claim or defense that such remedy at law exists. Furthermore, the parties, by execution of this
Agreement, agree that each other Party is entitled (without proving damages or posting bond) to
equitable remedies, including specific performance and injunctive relief (in addition to damages)
as a remedy for the enforcement of Articles 2 and 3.



     11.12 Integration. This Agreement sets forth the entire agreement and understanding
between the Parties as to the subject matter hereof and merges all prior discussions between them.
Neither of the Parties shall be bound by any warranties, understandings or representations with
respect to such subject matter other than as expressly provided herein or in a writing signed with
or subsequent to execution hereof by an authorized representative of the Party to be bound thereby.



     11.13 No Partnership. Neither this Agreement, nor any terms and conditions contained
herein, will be deemed or construed to create a partnership, joint venture, other form of business
enterprise or association or cooperative arrangement, agency relationship, or franchise
relationship between the Parties or otherwise to create any liability for either Party whatsoever
with respect to the indebtedness, liabilities, and obligations of the other Party.



 





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.



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     11.14 Counterparts. This Agreement may be executed in any number of counterparts and
will be effective when each Party to this Agreement has executed at least one counterpart, with the
same effect as if all signing parties had signed the same document. All counterparts will be
construed together and evidence only one agreement, which, notwithstanding the actual date of
execution of any counterpart, will be deemed to be dated the day and year first written above. In
making proof of this Agreement, it will not be necessary to account for a counterpart executed by
any Party other than the Party against whom enforcement is sought or to account for more than one
counterpart executed by the Party against whom enforcement is sought.



     11.15 Facsimile Signatures. The manual signature of any Party to this Agreement that
is transmitted to any other Party or counsel to any other Party by facsimile will be deemed for all
purposes to be an original signature.



[NEXT PAGE IS SIGNATURE PAGE]



 





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.



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     IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed in duplicate
originals by its duly authorized representatives on the respective dates entered below.



	 	 	 	 	 
	 	Z-KAT, Inc.

 	 
	 	By:  	/s/ Maurice R. Ferré
 	 
	 	 	Name:  	Maurice R. Ferré 	 
	 	 	Title:  	President
 	 
	 	 	Date:  	12-17-04	 
	 
	 	MAKO Surgical Corp.

 	 
	 	By:  	/s/ Maurice R. Ferré
 	 
	 	 	Name:  	Maurice R. Ferré 	 
	 	 	Title:  	President
 	 
	 	 	Date:  	12-17-04 	 



 





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.


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SCHEDULE 1.8




LICENSED PATENTS




Z-KAT OWNED PATENTS




[***]




 





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.



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Patents and Patent Applications Exclusively Licensed from Z-KAT (as co-owner)




[***]


 





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.




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Patents Exclusively Sub-Licensed from Z-KAT (Licensor: [***] )




[***]




Patents and Patent Applications Exclusively Sub-Licensed from Z-KAT (Licensor: [***] )



[***]




Patents and Patent Applications Exclusively Sub-Licensed from Z-KAT (Licensor: [***] )




[***]




Patents and Patent Applications Exclusively Sub-Licensed from Z-KAT (Licensor: Barrett Technologies)




[***]




Patents and Patent Applications Nonexclusively Sub-Licensed from Z-KAT (Licensor: [***] )




[***]




Patents Nonexclusively Sub-Licensed from Z-KAT, Inc. (Licensor: [***] )




[***]



  





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.



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EXHIBIT A




[[***] LICENSE AGREEMENT]


 





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.




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EXHIBIT B




[[***] LICENSE AGREEMENT



  





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.



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EXHIBIT C




[[***] LICENSE AGREEMENT]



  





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.



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EXHIBIT D




[[***] LICENSE AGREEMENT]



  





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.



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EXHIBIT E




[BARRETT LICENSE AGREEMENT]


 





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.




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EXHIBIT F




[[***] CROSS LICENSE AGREEMENT]



 





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.



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EXHIBIT G




[[***] SUBLICENSE AGREEMENT]



 





[***] Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.




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