FROM THE SUBLICENSEE(S), ALL COMPENSATION DUE UNDER THESE RESPECTIVE
SUBLICENSES.
2.3
PATENT APPLICATIONS.
UNLESS OTHERWISE SPECIFIED, ARTANN SHALL
HAVE THE RIGHT TO APPLY FOR, PROSECUTE, OR CAUSE THE ISSUANCE, AMENDMENT,
ABANDONMENT, MAINTENANCE, RE-EXAMINATION OR REISSUE OF ANY PATENTS ON OR
RELATING TO PRODUCTS AND SHALL BEAR THE EXPENSE RELATED THERETO.
IN THE EVENT
THAT ARTANN DECLINES TO APPLY FOR A PATENT UPON AN INVENTION MADE BY ARTANN, ITS
EMPLOYEES, AGENTS AND/OR REPRESENTATIVES ON OR RELATING TO PRODUCTS THAT
PROUROCARE BELIEVES IS PATENTABLE AND SHOULD BE PATENTED, PROUROCARE, UPON
PROVIDED 30 DAYS WRITTEN NOTICE, SHALL HAVE THE OPTION OF PROCEEDING TO OBTAIN
PATENT(S), UPON SUCH INVENTION AS ITS SOLE COST AND EXPENSE.
ARTANN SHALL
COOPERATE WITH PROUROCARE AND PROVIDE SUCH DOCUMENTATION AND ASSISTANCE AND
SHALL EXECUTE ANY DOCUMENTS AS MAY BE REASONABLY NECESSARY TO FACILITATE
OBTAINING SUCH PATENT(S).
ANY AND ALL SUCH PATENTS WHETHER OBTAINED BY ARTANN
OR PROUROCARE SHALL BE OWNED BY ARTANN BUT SHALL BE ENCOMPASSED WITHIN THE
LICENSE GRANT OF SECTION 2.1(A).
2.4
ACCESS TO PMI DOCUMENTATION.
PROUROCARE SHALL HAVE FULL ACCESS
AND THE RIGHT TO USE ALL PMI DOCUMENTATION AND SHALL TREAT ALL SUCH PMI
DOCUMENTATION AS CONFIDENTIAL INFORMATION, WHETHER OR NOT MARKED AS ARTANN
PROPERTY, ARTANN CONFIDENTIAL OR WORDS OF SIMILAR IMPORT AND SHALL NOT DISCLOSE
SUCH PMI DOCUMENTATION TO ANY THIRD PARTIES EXCEPT AS MAY BE NEEDED OR USEFUL TO
ARTANN EMPLOYEES AND AGENTS AND FACILITATE THE DEVELOPMENT, REFINEMENT, USE,
MANUFACTURE OR MARKETING AND SALE OF PRODUCT AND EXCEPT UNDER CONDITIONS UNDER
WHICH THESE EMPLOYEES, AGENTS OR THIRD PARTIES ARE BOUND IN WRITING TO MAINTAIN
THE CONFIDENTIALITY OF SUCH PMI DOCUMENTATION OR AS REQUIRED BY LAW OR FDA.
2.5
GENERATION V PMI SYSTEMS.
ARTANN SHALL TRANSFER POSSESSION OF THE
FIVE (5) FULLY FUNCTIONAL GENERATION V PMI SYSTEMS EXISTING AS OF THE EFFECTIVE
DATE OF THE AGREEMENT FOR USE IN 1) THE CONDUCT OF FDA APPROVED CLINICAL TRIALS,
2) FOR INVENTOR PRESENTATIONS, AND 3) CONTRACT MANUFACTURER ASSESSMENT.
THE USE
OF EACH OF THE FIVE (5) GENERATION V PMI SYSTEMS SHALL BE MUTUALLY ACCEPTABLE TO
ARTANN AND PROUROCARE AND SHALL BE IN ACCORD WITH ANY NIH GRANT REQUIREMENTS
APPLICABLE TO THE DEVELOPMENT OF THE PRODUCT.
ARTANN SHALL USE BEST EFFORTS TO
EFFECT THE TRANSFER OF EACH OF THESE FIVE (5) GENERATION V PMI SYSTEMS FOR THE
USER SPECIFIED ABOVE AS QUICKLY AFTER THE EFFECTIVE DATE OF THE AGREEMENT AS
REASONABLY POSSIBLE.
OWNERSHIP TO THESE FIVE (5) GENERATION V PMI SYSTEMS SHALL
TRANSFER FROM ARTANN TO PROUROCARE UPON THE DATE OF FIRST COMMERCIAL SALE OF THE
GENERATION V PMI SYSTEM, SUBJECT TO THE INVENTORY AND ACCOUNTABILITY
REQUIREMENTS AS SPECIFIED BY THE DEPARTMENT OF HEALTH AND HUMAN SERVICES.
IT IS
UNDERSTOOD THAT ALL CHOSEN INVESTIGATIONAL SITES SHALL BE ACCEPTABLE TO ARTANN,
SHALL NOT CONFLICT WITH THE NIH GRANT OBJECTIVES.
ARTICLE 3
LICENSE FEE, ROYALTIES AND OTHER CONSIDERATION
3.1
UP FRONT LICENSE FEE.
AT THE EFFECTIVE DATE, PROUROCARE SHALL PAY
TO ARTANN AN "UP FRONT LICENSE FEE" OF SIX HUNDRED THOUSAND DOLLARS
($600,000.00) AND EQUITY (I.E., SHARES OF STOCK) IN