SYSTEMS AND OTHER PRODUCTS AND TECHNOLOGY RELATED
TO SUCH SYSTEMS AND/OR BREAST HEALTH, OR BREAST CANCER DETECTION OR THERAPY
(INCLUDING, WITHOUT LIMITATION, ITS RESEARCH, DEVELOPMENT AND CLINICAL TESTING
ACTIVITIES RELATED TO ULTRASOUND FUSION AND BRACHYTHERAPY), INCLUDING WITHOUT
LIMITATION, ITS SENOSCAN AND MAMMOTEST PRODUCT LINES (THE SENOSCAN, MAMMOTEST
PRODUCT LINES AND SUCH OTHER PRODUCTS AND TECHNOLOGY ARE COLLECTIVELY REFERRED
TO HEREIN AS, THE "MAMMOGRAPHY PRODUCTS" AND THE SELLER'S BUSINESS OF
RESEARCHING, DESIGNING, DEVELOPING, MANUFACTURING, DISTRIBUTING, SERVICING,
LICENSING, SELLING OR OTHERWISE TRANSFERRING OR DISPOSING OF FOR VALUE THE
MAMMOGRAPHY PRODUCTS IS REFERRED TO HEREIN AS THE "MAMMOGRAPHY BUSINESS");
WHEREAS, Seller owns, or is licensed or otherwise possesses legally enforceable
rights to use the Mammography Intellectual Property and the Intellectual
Property Authorizations (as each such term is defined in Section 1.1 hereof)
used in the Mammography Business;
WHEREAS, Buyer desires to acquire from Seller and Seller desires to sell to the
Buyer the Mammography Intellectual Property and a limited right to use the
Intellectual Property Authorizations, subject to the terms and conditions set
forth in this Agreement; and
WHEREAS, following the consummation of the sale by Seller to Buyer of the
Mammography Intellectual Property, Buyer desires to grant to Seller a
non-exclusive, limited license to continue to use the Mammography Intellectual
Property in order to allow the Seller to fulfill certain continuing obligations
relating thereto and as necessary to carry out the RE&S Activities (as defined
in Section 5A.1(a) hereof).
NOW, THEREFORE, in consideration of the mutual agreements contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, in order to consummate said sale and license, the
parties hereto agree as follows:
4
ARTICLE I.
PURCHASE AND SALE OF THE MAMMOGRAPHY INTELLECTUAL PROPERTY
SECTION 1.1
PURCHASE AND SALE.
ON THE BASIS OF THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS AND
SUBJECT TO THE SATISFACTION OR WAIVER OF THE CONDITIONS SET FORTH IN THIS
AGREEMENT, ON THE CLOSING DATE (AS DEFINED IN SECTION 1.4), SELLER SHALL SELL,
CONVEY, ASSIGN, TRANSFER AND DELIVER TO BUYER, AND BUYER SHALL PURCHASE AND
ACQUIRE FROM SELLER, ALL OF THE MAMMOGRAPHY INTELLECTUAL PROPERTY FREE AND CLEAR
OF ALL ENCUMBRANCES (AS DEFINED IN SECTION 2.09 HEREOF) AND, IF SO REQUESTED IN
WRITING BY NOTICE FROM THE BUYER TO THE SELLER (WHICH MAY BE GIVEN AT ANY TIME
PRIOR TO OR AFTER THE CLOSING DATE) IN ACCORDANCE WITH SECTION 10.1 HEREOF, THE
RIGHT TO USE ANY INTELLECTUAL PROPERTY AUTHORIZATIONS IN CONNECTION WITH THE
BUYER'S SALE OF ANY BUYER MANUFACTURED PRODUCTS AFTER THE CLOSING DATE.
"MAMMOGRAPHY INTELLECTUAL PROPERTY" SHALL MEAN ALL OF THE INTELLECTUAL PROPERTY
RIGHTS USED BY SELLER IN CONDUCTING THE MAMMOGRAPHY BUSINESS OR OTHERWISE
RELATED TO THE CONDUCT OF THE MAMMOGRAPHY BUSINESS INCLUDING, WITHOUT LIMITATION
ALL OF THE FOLLOWING ASSETS SO USED OR RELATED TO THE MAMMOGRAPHY BUSINESS:
(I)
ALL UNITED STATES AND FOREIGN PATENTS, TRADEMARKS, TRADE NAMES,
DOMAIN NAMES, SERVICE MARKS AND COPYRIGHTS AND ANY APPLICATIONS FOR AND
REGISTRATIONS OF SUCH PATENTS, TRADEMARKS, TRADE NAMES, DOMAIN NAMES, SERVICE
MARKS AND COPYRIGHTS