AT THE RATE OF EXCHANGE OF THE CURRENCY OF THE COUNTRY IN WHICH THE SALES ARE
MADE AS REPORTED IN THE NEW YORK EDITION OF THE WALL STREET JOURNAL FOR THE LAST
BUSINESS DAY OF THE QUARTER FOR WHICH THE ROYALTIES ARE PAYABLE.
3.6
NO PATENT CHALLENGE.
PROUROCARE AGREES NOT TO CHALLENGE THE
VALIDITY OF ANY PATENT ON EXHIBIT A IN ANY COURT OR ADMINISTRATIVE PROCEEDING
BEFORE THE PATENT AND TRADEMARK OFFICE.
7
3.7
GRANT BACK.
SUBJECT TO THE TERMS AND PROVISIONS HEREOF,
PROUROCARE HEREBY GRANTS TO ARTANN A ROYALTY-FREE NONEXCLUSIVE, WORLDWIDE PATENT
LICENSE TO MAKE, USE, SELL, IMPORT, HAVE IMPORTED AND OTHERWISE EXPLOIT DEVICES
OUTSIDE THE FIELD OF USE ON INVENTIONS MADE AND PATENTED BY PROUROCARE ON THE
PRODUCT.
3.8
SUBLICENSE INCOME.
PROUROCARE AGREES TO PAY ARTANN TWENTY-FIVE
PERCENT (25%) OF THE NET PROCEEDS OF ANY COMPENSATION IT RECEIVES FROM ANY
SUBLICENSE GRANTED UNDER THIS AGREEMENT.
3.9
OBSERVATION RIGHTS.
NOUNE OR ARMEN SARVAZYAN SHALL BE GRANTED THE
RIGHT TO OBSERVE MEETINGS OF PROUROCARE'S BOARD OF DIRECTORS IN PERSON OR VIA
TELEPHONE CONFERENCE THROUGH CALENDAR YEAR 2011 AND THEREAFTER AS MUTUALLY
AGREED BY THE PARTIES.
IT SHALL BE ARTANN'S OPTION AS TO WHICH INDIVIDUAL SITS
IN ON ANY BOARD MEETING.
NOTICE OF UPCOMING BOARD MEETINGS SHALL BE PROVIDED TO
ARTANN AT THE SAME TIME THAT NOTICE IS GIVEN TO MEMBERS OF PROUROCARE'S BOARD OF
DIRECTORS.
3.10
FUTURE PATENT LICENSES.
PROUROCARE SHALL HAVE A "RIGHT OF FIRST
NEGOTIATION" WITH ARTANN REGARDING THE GRANT OF ANY PATENT OR TRADE SECRET
LICENSE ON THE PRODUCT IN THE FIELD OF USE THAT IS NOT ENCOMPASSED WITHIN THE
LICENSE SET FORTH IN SECTION 2.1(A).
THE "RIGHT OF FIRST NEGOTIATION" MEANS THE
RIGHT OF PROUROCARE TO NEGOTIATE EXCLUSIVELY WITH ARTANN FOR A PERIOD OF NINETY
(90) DAYS (THE "PERIOD OF EXCLUSIVITY") FROM THE DATE OF FIRST NOTICE TO
PROUROCARE BY ARTANN.
IF AN AGREEMENT IS NOT REACHED DURING THIS "PERIOD OF
EXCLUSIVITY", ARTANN MAY PROVIDE A LICENSE TO A THIRD PARTY, BUT ONLY UPON TERMS
WHICH ARE BETTER THAN THOSE OFFERED BY PROUROCARE DURING THE "PERIOD OF
EXCLUSIVITY".
ARTICLE 4
CERTAIN REPRESENTATIONS, WARRANTIES AND INDEMNITIES
4.1
REPRESENTATIONS AND WARRANTIES.
(A)
ARTANN REPRESENTS AND WARRANTS TO PROUROCARE THAT THE EXECUTION
AND DELIVERY BY ARTANN OF THIS AGREEMENT AND THE PERFORMANCE BY ARTANN OF ITS
OBLIGATIONS HEREUNDER HAVE BEEN DULY AUTHORIZED BY ALL REQUISITE CORPORATE
ACTION AND WILL NOT VIOLATE ANY PROVISION OF LAW, ANY ORDER OF ANY COURT OR
OTHER AGENCY OF GOVERNMENT, THE ARTICLES OF INCORPORATION OR BYLAWS OF ARTANN,
AS AMENDED, OR ANY PROVISION OF ANY INDENTURE, AGREEMENT OR OTHER INSTRUMENT TO
WHICH ARTANN OR ANY OF ITS PROPERTIES OR ASSETS IS BOUND, OR CONFLICT WITH,
RESULT IN A BREACH OF OR CONSTITUTE (WITH DUE NOTICE OR LAPSE OF TIME OR BOTH) A
DEFAULT UNDER ANY SUCH INDENTURE, AGREEMENT OR OTHER INSTRUMENT, OR RESULT IN
THE CREATION OR IMPOSITION OF ANY LIEN, CHARGE, RESTRICTION, CLAIM OR
ENCUMBRANCE OF ANY NATURE WHATSOEVER UPON ANY OF THE PROPERTIES OR ASSETS OF
ARTANN.
THIS AGREEMENT HAS BEEN