new contract files

.idea/aws.xml

@@ -0,0 +1,17 @@
+<?xml version="1.0" encoding="UTF-8"?>
+<project version="4">
+  <component name="accountSettings">
+    <option name="activeProfile" value="profile:default" />
+    <option name="activeRegion" value="eu-west-1" />
+    <option name="recentlyUsedProfiles">
+      <list>
+        <option value="profile:default" />
+      </list>
+    </option>
+    <option name="recentlyUsedRegions">
+      <list>
+        <option value="eu-west-1" />
+      </list>
+    </option>
+  </component>
+</project>

.idea/contract-review.iml

@@ -0,0 +1,8 @@
+<?xml version="1.0" encoding="UTF-8"?>
+<module type="PYTHON_MODULE" version="4">
+  <component name="NewModuleRootManager">
+    <content url="file://$MODULE_DIR$" />
+    <orderEntry type="inheritedJdk" />
+    <orderEntry type="sourceFolder" forTests="false" />
+  </component>
+</module>

.idea/inspectionProfiles/Project_Default.xml

@@ -0,0 +1,10 @@
+<component name="InspectionProjectProfileManager">
+  <profile version="1.0">
+    <option name="myName" value="Project Default" />
+    <inspection_tool class="SpellCheckingInspection" enabled="false" level="TYPO" enabled_by_default="false">
+      <option name="processCode" value="true" />
+      <option name="processLiterals" value="true" />
+      <option name="processComments" value="true" />
+    </inspection_tool>
+  </profile>
+</component>

.idea/inspectionProfiles/profiles_settings.xml

@@ -0,0 +1,6 @@
+<component name="InspectionProjectProfileManager">
+  <settings>
+    <option name="USE_PROJECT_PROFILE" value="false" />
+    <version value="1.0" />
+  </settings>
+</component>

.idea/modules.xml

@@ -0,0 +1,8 @@
+<?xml version="1.0" encoding="UTF-8"?>
+<project version="4">
+  <component name="ProjectModuleManager">
+    <modules>
+      <module fileurl="file://$PROJECT_DIR$/.idea/contract-review.iml" filepath="$PROJECT_DIR$/.idea/contract-review.iml" />
+    </modules>
+  </component>
+</project>

.idea/vcs.xml

@@ -0,0 +1,6 @@
+<?xml version="1.0" encoding="UTF-8"?>
+<project version="4">
+  <component name="VcsDirectoryMappings">
+    <mapping directory="$PROJECT_DIR$" vcs="Git" />
+  </component>
+</project>

.idea/workspace.xml

@@ -0,0 +1,148 @@
+<?xml version="1.0" encoding="UTF-8"?>
+<project version="4">
+  <component name="ChangeListManager">
+    <list default="true" id="067c010f-eb2e-4b7a-8be0-1cab8ed0c590" name="Default Changelist" comment="added upload for txt files" />
+    <option name="SHOW_DIALOG" value="false" />
+    <option name="HIGHLIGHT_CONFLICTS" value="true" />
+    <option name="HIGHLIGHT_NON_ACTIVE_CHANGELIST" value="false" />
+    <option name="LAST_RESOLUTION" value="IGNORE" />
+  </component>
+  <component name="Git.Settings">
+    <option name="PREVIEW_PUSH_PROTECTED_ONLY" value="true" />
+    <option name="RECENT_GIT_ROOT_PATH" value="$PROJECT_DIR$" />
+  </component>
+  <component name="ProjectId" id="225h9sLKMLSVygWHGz3NHAz8SyU" />
+  <component name="ProjectLevelVcsManager" settingsEditedManually="true" />
+  <component name="ProjectViewState">
+    <option name="hideEmptyMiddlePackages" value="true" />
+    <option name="showLibraryContents" value="true" />
+  </component>
+  <component name="PropertiesComponent">
+    <property name="RunOnceActivity.OpenProjectViewOnStart" value="true" />
+    <property name="RunOnceActivity.ShowReadmeOnStart" value="true" />
+    <property name="last_opened_file_path" value="$PROJECT_DIR$" />
+    <property name="settings.editor.selected.configurable" value="preferences.fileTypes" />
+  </component>
+  <component name="SpellCheckerSettings" RuntimeDictionaries="0" Folders="0" CustomDictionaries="0" DefaultDictionary="application-level" UseSingleDictionary="true" transferred="true" />
+  <component name="TaskManager">
+    <task active="true" id="Default" summary="Default task">
+      <changelist id="067c010f-eb2e-4b7a-8be0-1cab8ed0c590" name="Default Changelist" comment="" />
+      <created>1639133207850</created>
+      <option name="number" value="Default" />
+      <option name="presentableId" value="Default" />
+      <updated>1639133207850</updated>
+    </task>
+    <task id="LOCAL-00001" summary="initial commit">
+      <created>1639133769849</created>
+      <option name="number" value="00001" />
+      <option name="presentableId" value="LOCAL-00001" />
+      <option name="project" value="LOCAL" />
+      <updated>1639133769849</updated>
+    </task>
+    <task id="LOCAL-00002" summary="initial commit">
+      <created>1639135165622</created>
+      <option name="number" value="00002" />
+      <option name="presentableId" value="LOCAL-00002" />
+      <option name="project" value="LOCAL" />
+      <updated>1639135165622</updated>
+    </task>
+    <task id="LOCAL-00003" summary="initial commit">
+      <created>1639135355390</created>
+      <option name="number" value="00003" />
+      <option name="presentableId" value="LOCAL-00003" />
+      <option name="project" value="LOCAL" />
+      <updated>1639135355390</updated>
+    </task>
+    <task id="LOCAL-00004" summary="initial commit">
+      <created>1639135485531</created>
+      <option name="number" value="00004" />
+      <option name="presentableId" value="LOCAL-00004" />
+      <option name="project" value="LOCAL" />
+      <updated>1639135485531</updated>
+    </task>
+    <task id="LOCAL-00005" summary="initial commit">
+      <created>1639135654613</created>
+      <option name="number" value="00005" />
+      <option name="presentableId" value="LOCAL-00005" />
+      <option name="project" value="LOCAL" />
+      <updated>1639135654613</updated>
+    </task>
+    <task id="LOCAL-00006" summary="initial commit">
+      <created>1639135696508</created>
+      <option name="number" value="00006" />
+      <option name="presentableId" value="LOCAL-00006" />
+      <option name="project" value="LOCAL" />
+      <updated>1639135696508</updated>
+    </task>
+    <task id="LOCAL-00007" summary="initial commit">
+      <created>1639144556837</created>
+      <option name="number" value="00007" />
+      <option name="presentableId" value="LOCAL-00007" />
+      <option name="project" value="LOCAL" />
+      <updated>1639144556837</updated>
+    </task>
+    <task id="LOCAL-00008" summary="initial commit">
+      <created>1639149852195</created>
+      <option name="number" value="00008" />
+      <option name="presentableId" value="LOCAL-00008" />
+      <option name="project" value="LOCAL" />
+      <updated>1639149852195</updated>
+    </task>
+    <task id="LOCAL-00009" summary="added upload for txt files">
+      <created>1639234930014</created>
+      <option name="number" value="00009" />
+      <option name="presentableId" value="LOCAL-00009" />
+      <option name="project" value="LOCAL" />
+      <updated>1639234930014</updated>
+    </task>
+    <task id="LOCAL-00010" summary="added upload for txt files">
+      <created>1639234962097</created>
+      <option name="number" value="00010" />
+      <option name="presentableId" value="LOCAL-00010" />
+      <option name="project" value="LOCAL" />
+      <updated>1639234962097</updated>
+    </task>
+    <task id="LOCAL-00011" summary="added upload for txt files">
+      <created>1639235178228</created>
+      <option name="number" value="00011" />
+      <option name="presentableId" value="LOCAL-00011" />
+      <option name="project" value="LOCAL" />
+      <updated>1639235178228</updated>
+    </task>
+    <task id="LOCAL-00012" summary="added upload for txt files">
+      <created>1639235218385</created>
+      <option name="number" value="00012" />
+      <option name="presentableId" value="LOCAL-00012" />
+      <option name="project" value="LOCAL" />
+      <updated>1639235218385</updated>
+    </task>
+    <task id="LOCAL-00013" summary="added upload for txt files">
+      <created>1639236012199</created>
+      <option name="number" value="00013" />
+      <option name="presentableId" value="LOCAL-00013" />
+      <option name="project" value="LOCAL" />
+      <updated>1639236012199</updated>
+    </task>
+    <option name="localTasksCounter" value="14" />
+    <servers />
+  </component>
+  <component name="Vcs.Log.Tabs.Properties">
+    <option name="TAB_STATES">
+      <map>
+        <entry key="MAIN">
+          <value>
+            <State />
+          </value>
+        </entry>
+      </map>
+    </option>
+  </component>
+  <component name="VcsContentAnnotationSettings">
+    <option name="myLimit" value="2678400000" />
+  </component>
+  <component name="VcsManagerConfiguration">
+    <MESSAGE value="initial commit" />
+    <MESSAGE value="added upload for txt files" />
+    <option name="LAST_COMMIT_MESSAGE" value="added upload for txt files" />
+  </component>
+</project>

data/contract-1.txt

@@ -1,145 +1 @@
-Exhibit 10.10
-
-EXECUTION VERSION
-
-INTELLECTUAL PROPERTY AGREEMENT
-
-This Intellectual Property Agreement (the "Agreement"), is entered into as of November 20, 2007 (the "Effective Date"), by and between Morgan Stanley & Co. Incorporated, a Delaware corporation ("MS") and MSCI Inc., a Delaware corporation ("MSCI"). (MS and MSCI individually referred to as a "Party" and collectively as the "Parties").   1. DEFINITIONS
-
-  1.1 Certain Definitions.
-
-As used in this Agreement:
-
-  (a) "Including" and its derivatives, each whether or not capitalized in this Agreement, means "including but not limited to".
-
-  (b) "Licensed Materials" means, as applicable, the MS Licensed Materials and the MSCI Licensed Materials.
-
-
-
-(c) "MS Licensed Materials" means collectively, to the extent owned by a member of the MS Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MS Provider Group (as defined below) and used by MSCI prior to the Trigger Date. For the avoidance of doubt, the MS Licensed Materials does not include (i) any patent, trademark or service mark of the MS Provider Group, or (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems (and components such as AFS, DNS, AD, etc.), and middleware). For the avoidance of doubt, the document templates do not include any references to members of the MS Provider Group or its personnel.
-
-
-
-(d) "MSCI Licensed Materials" means collectively, to the extent owned by a member of the MSCI Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MSCI Provider Group (as defined below) and used by MS prior to the Trigger Date. For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.
-
-  (e) "Trigger Date" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.     1.2 Other Terms.
-
-Other terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.
-
-
-
-
-
-2. GRANT OF LICENSE
-
-  2.1 MS Grant.
-
-MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.     2.2 MSCI Grant.
-
-MSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.     2.3 Internet and Subnet Addresses.
-
-For the avoidance of doubt, this Agreement does not address or affect any rights of the Parties in or to internet or subnet addresses.   3. DELIVERY
-
-  3.1 No Support or Maintenance or Obligation to Deliver.
-
-The Parties shall have no obligation to provide support or maintenance for the Licensed Materials, including any obligation to update or correct such Licensed Materials. The Parties shall have no obligation to provide copies of the Licensed Materials (including in the case of software, any source code and object code).   4. NO WARRANTIES
-
-THE LICENSE GRANTS HEREUNDER ARE PROVIDED "AS-IS" WITH NO WARRANTIES, AND THE PARTIES EXPRESSLY EXCLUDE AND DISCLAIM ANY WARRANTIES UNDER OR ARISING AS A RESULT OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR ANY OTHER WARRANTY WHATSOEVER.   5. LIMITATIONS OF LIABILITY
-
-
-
-(a) MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the "MS Provider Group") and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and such transactions.
-
-  (b) MS agrees that neither MSCI nor its subsidiaries (collectively, the "MSCI Provider Group") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or   2
-
-
-
-
-
-  otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.
-
-
-
-(c) Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement. This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.
-
-  (d) In addition to the foregoing, each Party agrees that it shall, in all circumstances, use commercially reasonable efforts to mitigate and otherwise minimize its damages, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party to comply fully with its obligations under this Agreement.   6. MISCELLANEOUS
-
-  6.1 Governing Law; Jurisdiction; Dispute Resolution.
-
-  (a) This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York. MSCI Inc. is registered to do business in New York under the name NY MSCI.
-
-
-
-(b) Any action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any other New York State court sitting in New York County, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.
-
-  (c) THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.     6.2 Severability.
-
-If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not render the entire Agreement invalid. Rather, the Agreement shall be construed as if not containing the particular invalid or unenforceable provision, and the rights and obligations of each party shall be construed and enforced accordingly.   3
-
-
-
-
-
-  6.3 Notices.
-
-Any notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, or mail, to the following addresses:
-
-To Morgan Stanley & Co. Incorporated:
-
-Morgan Stanley 1585 Broadway New York, NY 10036 Attn: Martin M. Cohen, Director of Company Law Facsimile: (212) 507-3334
-
-To MSCI:
-
-MSCl Inc. 88 Pine Street New York, New York 10005 Attn: General Counsel Facsimile: (212) 804-2906
-
-or to such other addresses or telecopy numbers as may be specified by like notice to the other party. All such notices, requests and other communications shall be deemed given, (a) when delivered in person or by courier or a courier services, (b) if sent by facsimile transmission (receipt confirmed) on a business day prior to 5 p.m. in the place of receipt, on the date of transmission (or, if sent after 5 p.m., on the following business day) or (c) if mailed by certified mail (return receipt requested), on the date specified on the return receipt.     6.4 Entire Agreement.
-
-This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter hereof.     6.5 Third Party Beneficiaries.
-
-This Agreement is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.     6.6 Amendments and Waiver.
-
-  (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.
-
-
-
-(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.   4
-
-
-
-
-
-  6.7 Construction.
-
-References to a "Section" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement.     6.8 Counterparts.
-
-This Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.
-
-[Remainder of this page is intentionally left blank]   5
-
-
-
-
-
-IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.   MORGAN STANLEY & CO. INCORPORATED
-
-By:  /s/ MARTIN M. COHEN Name:  MARTIN M. COHEN Title:  MANAGING DIRECTOR
-
-MSCI INC.
-
-By:    Name:   Title:
-
-Signature Page to the Intellectual Property Agreement
-
-
-
-
-
-IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.   MORGAN STANLEY & CO. INCORPORATED
-
-By:    Name:   Title:
-
-MSCI INC.
-
-By:  /s/ Henry Fernandez Name:  Henry Fernandez Title:  CEO & President
-
-Signature Page to the Intellectual Property Agreement
+EXHIBIT 10.1   ENDORSEMENT AGREEMENT   This Endorsement Agreement (\"Agreement\") made October 30, 2017, between National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054 and Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation organized under the laws of Nevada having their principal office(s) at 1119 West 1st Ave., STE G, Spokane, WA 99201 (collectively the \"Company\").   RECITALS   A. Whereas, NFLA is a nationwide group of former National Football League players, coaches, and other employees whose mission is to serve, assist and inform players and their families. The association offers a variety of medical, financial and social programs to help members lead healthy, productive and connected lives.    B. Whereas, NFLA-NC is a local Chapter of the NFLA and supports the organizations \"Caring for Kids\" initiative through fundraising for youth-related charities.    C. The Company desires to obtain the rights to use the Pro Football Legends Logo of the NFLA in connection with the advertisement and promotion of certain of its products. An image of the Pro Football Legends Logo is depicted in Exhibit A.    D. The NFLA agrees to license such rights to the Company.   In consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows:   SECTION ONE. DEFINITIONS   As used in this Agreement, the following terms shall be defined as follows:   A. \"Contract Period\" shall mean that period of time of three (3) years commencing on November 1st, 2017 and concluding November 2nd, 2020, unless terminated sooner or extended as provided in this Agreement.    B. \"Contract Territory\" shall mean worldwide.    C. \"Contract Year\" shall mean each of the consecutive 12-month periods beginning on the effective date of the Agreement of the Contract Period.   1\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n      D. \"Gross Sales\" shall mean total revenues, under generally accepted accounting principles, from sales of the Licensed Products, but does not include any revenue from sales, use or other transaction taxes, duties, handling, graphics, embroidery or shipping.    E. \"Net Sales\" shall mean Gross Sales less Product returns, trade discounts, samples, allowances, value added services, markdowns, customer charge backs and liquidation sales (substantially discounted and out of ordinary distribution channel) of Licensed Products.    F. \"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging. Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement.    G. \"Products\" shall mean goods manufactured, distributed or otherwise sold by the Company.    H. \"Licensed Marks\" shall mean in connection with the rights and benefits granted to Company hereunder as set forth in General Terms. Company may utilize only the logo and other trademarks listed on Exhibit A (the \"Licensed Marks\") during the Term and within the Territory solely in connection with advertising and promotional materials that identify Company as a sponsor of the Pro Football Legends, provided that NFLA first approves all such uses in writing. Any use of the Licensed Marks will bear the trademark and/or copyright notices required by NFLA to facilitate its trademark protection program and will be a \"work made for hire\" for NFLA. All of Company's uses of the Licensed Marks shall inure to the benefit of the NFLA. After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks. Company acknowledges that this Agreement does not grant Company any rights with respect to any other NFLA Marks (defined below), the name, likeness, signature, or other attributes of any NFLA member or other individual, or any audio or video of any NFLA event. Company agrees that the quality of all services offered by Company under the Licensed Marks will conform to Licensor's written quality control standards and that Company will annually provide to NFLA samples of any advertising and marketing materials that use the Licensed Marks.    I. \"Trademark Protection\" for the purposes of this agreement, \"NFLA MARKS\" means the names, symbols, emblems, designs, and colors of the NFLA, including but not limited to the Licensed Marks. Company acknowledges and agrees that all right, title and interest in and to the NFLA marks belongs to the NFLA. Company agrees that NFLA marks possesses a special, unique and extraordinary character that makes difficult assessment of the monetary damages that would be sustained by their unauthorized use. Company recognizes that irreparable injury would be caused by unauthorized use of any of the NFLA marks, and agrees that injunctive and other equitable relief would be appropriate in the event of such unauthorized use, and that such remedy would not be exclusive of other legal remedies available to NFLA. Company recognizes that great value and goodwill associated with NFLA marks belongs to the NFLA and that the NFLA marks have secondary meaning.   2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n      J. \"NFLA Identification\" means the right to use, subject to the provisions of this Agreement, the NFLA name, and Pro Football Legends Logo and any other means of endorsement by the NFLA used in connection with the advertisement and promotion of the Company and the Licensed Products.    K. \"One (1) Unit\" shall represent $0.05 (1 Unit = $0.05USD) for purposes of defining the monetary donation allocation of the Company's sold products to the NFLA-NC, specific to the terms of this Agreement. A Licensed Product in no circumstance shall be valued at less than one (1) full Unit and under no circumstance shall a Unit be fractionalized (if required rounded up to the nearest whole number). SECTION TWO. GRANT OF RIGHTS   In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement. NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement. The foregoing rights to use the name of the NFLA is limited to television, radio and print advertising, advertising published over the Internet (provided that such material is limited to advertising or Product promotion only), public relations and marketing materials, point-of-sale displays, free standing inserts, videos shown to customers and consumers, catalogs for customers and consumers, direct mail (including e-mail) and billboards. Company shall ensure that all uses of the name of the NFLA comply with applicable law.   SECTION THREE. PRIOR APPROVAL   Company agrees that no use of the name of the NFLA Identification nor any item used in connection with the name of NFLA Identification (including any Licensed Product) will be made under this Agreement unless and until the same is approved by the NFLA. The NFLA agrees that any material, advertising or otherwise, submitted for approval as provided in this section may be deemed by Company to have been approved under this section if the same is not disapproved in writing within ten (10) business days after receipt of the material. The NFLA agrees that it will reasonably cooperate with Company and that any material submitted under this section will not be unreasonably disapproved and, if it is disapproved, that Company will be advised of the specific grounds for disapproval. If Company desires immediate approval of advertising material, Company shall have the right to directly contact the NFLA's authorized agent to obtain such approval. Company agrees to protect, indemnify and hold harmless the NFLA and their authorized agents, or any of them, from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, arising out of, or in any way connected with any advertising material furnished by, or on behalf of Company, except with respect to any inaccurate information furnished by them expressly for use in such advertising.   3\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n      SECTION FOUR. REMUNERATION   In consideration of the endorsement rights granted under this Agreement, Company shall provide the following remuneration:   A. An initial one-time license fee of $35,000.00USD (Thirty-Five Thousand Dollars) payable to the NFLA-NC;    B. A one-time $10,000USD (Ten Thousand Dollars) promotional fee payable to NFLA. The $10,000 promotional fee shall be payable in four (4) quarterly payments beginning in 2018: Q1 ($2500); Q2 ($2500); Q3 ($2500); Q4 ($2500). Each payment shall be delivered by no later than the 10t h day of the first month of each quarter.    C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1 )  4oz  bo t t l e  o f  BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit  e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________    * The NFLA-NC will donate 15% of the above described proceeds to the NFLA.\n\n ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company'sLicensed Products.   D. Product Commitment. Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\"  for  annual  membership renewal  (up to  a  $220,000 value)  a l located to  the  NFLA and provide a combination/assortment of bottle water to NFLA-NC for display and use though out the term of the Agreement at the NFLA-NC facilities. The Company agrees to pay for all shipping costs of the Products under the Product Commitment to the fulfillment center, currently Sharp Marketing, located in Fort Lauderdale, FL and to any subsequent fulfillment center that is contracted by the NFLA to provide distribution to existing and new NFLA members.    E. Affiliated Partnership Commitment. Company agrees to facilitate and provide in good-faith their affiliated partnership discount program benefits and access to applicable health and wellness research, information and protocols to NFLA members (Current partnership benefit includes providing NFLA members with a 15% discount on all Kraski's Nutrition Real Products For Real People); and    F. Marketing Commitment. Company agrees that it will continue in good-faith to produce and market Licensed Products in the same manner that it is currently producing and marketing such items as of September 2017, unless Company and the NFLA/NFLA-NC believe it is not commercially reasonable to continue to produce and market the Licensed Products.   4\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n      SECTION FIVE. SERVICES OF COMPANY   A. Resource Call Center. For the term of this Agreement Company shall provide a call in center whereby NFLA members can call for information, ask questions, and consult with Company's staff on details and specifics of the Company's Products and replenishment program.   SECTION SIX. SERVICES OF NFLA-NC   A. If Company desires to use the services of the NFLA-NC and/or any of its officers and members as a model in connection with Company advertising to promote its Products or as a part of a special promotional appearance for the Company, the NFLA-NC agrees, at the request of Company, to provide a good faith effort services of the officers or members of the NFLA for a reasonable amount of time as mutually agreed upon by all parties and at places reasonably convenient to each parties schedule. Each day shall not exceed a reasonable number of hours unless otherwise mutually agreed upon. The Company agrees that it will reimburse the NFLA-NC and if applicable the NFLA or its officers/members for all reasonable travel, lodging and meal expenses incurred by the NFLA / NFLA-NC or its officers/members in connection with such services. The Company understands that failure to use services of a member of the NFLA / NFLA-NC pursuant to this section shall not result in any reduction in payments to NFLA-NC under this Agreement. The obligations of the NFLA / NFLA-NC to provide services of its officers/members under this Agreement are subject to the condition that payments to NFLA-NC are current and up to date.    B. Should Company use any member of the NFLA-NC in television advertising to promote Company's Products, Company will make all applicable required union scale and pension and welfare payments.    C. During the Contract Period, NFLA-NC shall make a good faith effort to assure that its members shall wear Company Products at all professional and promotional events and at all media appearances where appropriate, and when not in conflict with its members existing agreements. It is agreed that the logo or name of Company (the \"Company Logo\") shall be affixed to an appropriate location (i.e. shoulder-sleeve and/or back] of all Company Products that members of the NFLA-NC wear. Company agrees that it will be responsible for, and the cost of, affixing the Company Logo on all such Company Products. Company acknowledges that other locations on the NFLA-NC Products are reserved for NFLA-NC's other sponsors. Furthermore, Company understands that if the NFLA-NC or its Officers/members participate in a special team event where there is an official uniform, then representatives of the NFLA-NC are permitted to wear such uniform during such event.    D. The NFLA shall list the Company as a sponsor on all of its promotional materials, websites or other electronic media. The NFLA shall allow the Company to participate in local and national NFLA functions (i.e. Super Bowl Parties, Award Ceremonies, Banquets, etc\u2026) at the Company's own expense.    E. The NFLA shall promote Company and Company's products to NFLA database and audience by deliverables listed in Exhibit B.   5\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n      SECTION SEVEN. PAYMENTS   All payments shall be made by wire transfer drawn to the account of NFLA-NC no later than ten (10) business days after the end of each quarter as follows:   $0.05 per Unit as described herein of Company's Products sold in the Contract Territory payable to NFLA-NC. Donated amounts will be allocated and dispersed to the NFLA-NC beginning on the first full quarter (three month period) of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.   Past due payments under this Agreement shall bear interest at the rate of: (a) 1% per month; or (b) the maximum interest rate permissible under law, whichever is less. All amounts in this section are in United States dollars.   SECTION EIGHT. AUTHORIZED AGENT   Each party shall designate its authorized agent for all purposes under this Agreement. All notices or submissions to be made or delivered by the Company, the NFLA or the NFLA-NC pursuant to this Agreement shall be delivered to the agent's address below, free of all charges (for example, shipping charges and customs charges). If any such shipping charges are paid by another party or by its authorized agent, the corresponding party agrees to make prompt reimbursement. All notices or submissions to be made or delivered to Company pursuant to this Agreement shall be delivered to:   The Company Food For Athletes/Gridiron BioNutrients\u2122 Attention: Darren Long 1147 N Roseburg Ct STE A, Visalia CA, 93291   NFLA-NC National Football League Alumni - Northern California Chapter Attention: Russell Isaacson - Comptroller 1311 Madison Avenue Redwood CA 94061   NFLA National Football League Alumni, Inc. Attention: Elvis Gooden 8000 Midlantic Drive, 130 S. Mount Laurel, NJ. 08054   6\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n      SECTION NINE. DEFAULT   A. If either party at any time during the Contract Period shall: (i) fail to make any payment of any sum of money specified in this Agreement to be made; or (ii) fail to observe or perform any of the covenants, agreements or obligations under this Agreement (other than the payment of money), the non-defaulting party may terminate this Agreement as follows: As to a default under clause (i) above, if such payment is not made within 10 business days after the defaulting party shall have received written notice of such failure to make payment; or, as to a default under clause (ii) above, if such other default is not cured within 30 days after the defaulting party shall have received written notice specifying in reasonable detail the nature of such default. In order to be a sufficient notice under this section, any such written notice shall specify in detail each item of default and shall specify the provision of this Agreement which applies to each item of default, and shall specify in detail the action the defaulting party is required to take in order to cure each item of default. The termination rights set forth in this section shall not constitute the exclusive remedy of the non-defaulting party under this Agreement, however, and if default is made by either party under this Agreement, the other party may resort to such other remedies as such party would have been entitled to if this section had been omitted from this Agreement, subject to the terms of this Agreement. Termination under the provisions of this section shall be without prejudice to any rights or claims which the terminating party may otherwise have against the defaulting party, and if Company is the defaulting party, Company shall be responsible for any and all payments due under the terms of this Agreement in addition to other liabilities set forth above.    B. If Company shall become bankrupt or insolvent, or if Company's business shall be placed in the hands of a receiver, assignee or trustee, whether by voluntary act of Company or otherwise, the Contract Period, at the election of NFLA, shall immediately terminate.   SECTION TEN. USE OF THE NFLA/NFLA-NC's IDENTIFICATION AFTER TERMINATION   A. Except as provided in paragraph B of this SECTION TEN, from and after the termination of the Contract Period, all of the rights of Company to the use of the name of the NFLA shall cease absolutely and Company subsequently shall not use or refer to the NFLA in advertising or promotion in any manner whatsoever. Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA.    1. Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination.      2. If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products.   7\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n      SECTION ELEVEN. TRADEMARKS   Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA.   SECTION TWELVE. RESERVATION OF RIGHTS   All rights not specifically granted in this Agreement to Company shall remain the property of the NFLA to be used in any manner the NFLA deems appropriate. Company understands that the NFLA has reserved the right to authorize others to use the name of the NFLA within the Contract Territory and during the Contract Period in connection with all tangible and intangible items and services other than Products themselves. NFLA is not aware of any such rights that would conflict with the nature or image of Company Products.   SECTION THIRTEEN. INDEMNITY   Company agrees to protect, indemnify and hold harmless the NFLA / NFLA-NC and their authorized agents, or any of them, from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, including reasonable attorney's fees, arising out of, or in any way connected with, actions or omissions of Company, any advertising material furnished by, or an behalf of, Company, or any claim or action for personal injury, death or other cause of action involving alleged defects in Company's Products or services. Company agrees to provide and maintain, at its own expense, general commercial and product liability insurance.   SECTION FOURTEEN. SPECIAL RIGHT OF TERMINATION   Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days. Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate.   SECTION FIFTEEN. CONTRACT EXTENSION   Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020. All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020.   8\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n      SECTION SIXTEEN. LIMITED LIABILITY   Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company. In no event will NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages.   SECTION SEVENTEEN. WAIVER   The failure of either party at any time or times to demand strict performance by the other party of any of the terms, covenants or conditions set forth in this Agreement shall not be construed as a continuing waiver or relinquishment of the same and each party may at any time demand strict and complete performance by the other party of such terms, covenants and conditions. Any waiver of such rights must be set forth in writing.   SECTION EIGHTEEN. SEVERABILITY   If any provision of this Agreement shall be declared illegal, invalid, void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected by such declaration.   SECTION NINETEEN. ASSIGNMENT   This Agreement shall bind and inure to the benefit of Company and NFLA and their respective successors and assigns.   SECTION TWENTY. GOVERNING LAW; ARBITRATION   This Agreement shall be governed by, and its provisions enforced in accordance with, the laws of California without regard to its principles of conflicts of laws. If a dispute arises under this Agreement which cannot be resolved, such dispute shall be submitted to arbitration and resolved by a single arbitrator (who shall be a lawyer not employed by or associated with either party to this Agreement) in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. All such arbitration shall take place at the office of the American Arbitration Association located within 225 miles of Hayward, California. Each party is entitled to depose one fact witness and all expert witnesses retained by the other party, and to conduct such other discovery as the arbitrator deems appropriate. The award or decision rendered by the arbitrator shall be final, binding and conclusive and judgment may be entered upon such award by any court.   SECTION TWENTY-ONE. HEADINGS   Section headings contained in this Agreement are solely for the purpose of aiding in speedy location of subject matter and are not in any sense to be given weight in the construction of this Agreement. Accordingly, in case of any question with respect to the construction of this Agreement, it is to be construed as though such section headings had been omitted.   9\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n      SECTION TWENTY-TWO. NO JOINT VENTURE   This Agreement does not constitute and shall not be construed as constituting an association, partnership, joint venture or relationship of principal and agent, or employer and employee, between NFLA and Company. Neither party shall have any right to obligate or bind the other party in any manner whatsoever except as expressly set forth in this Agreement, nothing contained in this Agreement shall give, or is intended to give, any rights of any kind to any person.   SECTION TWENTY-THREE. ENTIRE AGREEMENT   This writing constitutes the entire agreement between the parties to this Agreement and may not be changed or modified except by a writing signed by the party or parties to be charged by such change or modification.   The parties have executed this Agreement on October 30, 2017.   Food For Athletes, Inc. / Gridiron BioNutrients\u2122   By: /s/ Darren Long    Darren Long - CEO     The National Football League Alumni, Inc.     By: /s/ Elvis Gooden    Elvis Gooden - President     NFL Alumni - Northern California Chapter   By: /s/ Eric Price    Eric Price - President     10\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n      EXHIBIT A PRO FOOTBALL LEGENDS LOGO\n\n    11\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n      EXHIBIT B   NFLA agrees to promote Company and Company's products to NFLA database by:    1. E-blasts: NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database. All e-blast communications must be approved in writing by Company;      2. Newsletter: NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year. All newsletter communications must be approved in writing by Company; and      3. Social Media: NFLA to feature Company on all social media channels a minimum of four (4) times per year. All newsletter communications must be approved in writing by Company.     12\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017

data/contract-2.txt

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-Exhibit 10.9
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-SUPPLY AGREEMENT
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-between
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-CREMER OLEO GmbH & Co KG, Glockengiesserwall 3, 20095 Hamburg,
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-Germany
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-— hereinafter referred to as Cremer —
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-and
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-Ultragenyx Pharmaceutical Inc, 60 Leveroni Court, Suite 200, Novato, California 94949, United States of America
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-— hereinafter referred to as Ultragenyx —
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-­ each party also referred to as a "Party" and jointly as the "Parties" -
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-Preamble
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-Whereas, Cremer is a producer of oleo chemical products;
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-Whereas, Ultragenyx is a biotechnology company committed to bringing life-enhancing therapeutics for patients with rare and ultra-rare genetic diseases, also known as orphan diseases, to market;
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-Whereas, the Parties desire that Cremer supplies to Ultragenyx the product Triheptanoin (hereinafter also referred to as the "Product") in bulk form pursuant to the terms and conditions of this Agreement;
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-Whereas, Ultragenyx intends to process the Product into a pharmaceutical product in the meaning of Sec. 2 German Pharmaceuticals Act (Arzneimittelgesetz—AMG) and to market the processed Product in the Field (as defined below) (hereinafter referred to as the "Purpose"); and
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-Whereas, Ultragenyx intends to obtain regulatory approval for the processed Product as a pharmaceutical product in the meaning of Sec. 2 AMG.
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-Now therefore, the Parties hereto agree as follows:
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-Article 1 Supply of Product
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-1) Subject to the terms and conditions set forth in this Agreement Cremer shall supply Ultragenyx with the Product free from defect and meeting the product specification attached to this Agreement as Annex A (the "Product Specifications").
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-2) Cremer shall supply Ultragenyx exclusively with the Product worldwide. The aforesaid exclusivity is limited to [***] (collectively, the "Field"). Cremer may supply the Product to other customers outside of the Field.
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-3) Ultragenyx shall purchase the Product exclusively from Cremer.
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-[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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-1
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-
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-Article 2 Orders and Delivery
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-1) The Product will be ordered by Ultragenyx through purchase orders. Purchase orders shall be submitted in any written or electronic form or by facsimile, setting out the quantity of Product required and the date for delivery. Cremer shall give its order confirmation in writing stating the quantity and Price (as defined below). Cremer shall not be obliged to deliver the Product in the absence of a written order confirmation given to Ultragenyx.
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-2) Delivery of the Product in bulk form by Cremer shall be EXW (Incoterms 2010), unless otherwise agreed in writing by the Parties.
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-3) Within [***] days of execution of this Agreement, Cremer shall deliver to Ultragenyx the Master Batch Record for the Product for Ultragenyx to review.
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-4) All Product shall be delivered with the applicable certificate of analysis and batch records for the Product delivered and an invoice for the quantity of Product delivered.
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-5) If Ultragenyx obtains regulatory approval for the processed Product, the Parties shall enter into a separate commercial supply agreement for the Product that sets forth the forecasting and ordering mechanism for commercial supply of the Product, enablement of the manufacturing process in the event of a failure to supply, the term of such commercial supply agreement and other customary terms and conditions.
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-Article 3 Prices and payment
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-1) The prices payable by Ultragenyx to Cremer for the Product (the "Price") shall be agreed [***] every contract year; provided, that the Price may not increase more than the [***] for such period or [***]%, whichever is higher. At the date of signing the Parties agree on a Price of €[***] per kilogram for the Product.
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-2) If the parties cannot agree on a price for the Product by the beginning of a following contract year, Cremer may refuse to deliver the Product to Ultragenyx until the Parties agreed on a respective price.
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-3) Payments shall be made by Ultragenyx in Euro and within [***] days after receipt of a proper invoice.
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-4) Transfer of title with respect to any Product shall be subject to full payment and settlement of all claims Cremer may have against Ultragenyx in connection with the execution of this Agreement.
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-Article 4 Specification; Warranties; Cremer's Liability; Indemnification
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-1) The Parties assume that the Product constitutes an active pharmaceutical ingredient in the meaning of Sec. 4 para. 19 AMG. Ultragenyx shall process the Product into a pharmaceutical product in the meaning of Sec. 2 AMG and market the processed Product as a pharmaceutical product in the meaning of Sec 2 AMG and to perform clinical trials. Cremer does not participate in the processing, manufacturing and marketing of the respective pharmaceutical product or in the clinical trials.
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-[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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-2
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-
-
-
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-2) Upon execution of this Agreement and any purchase order, Cremer shall provide Ultragenyx with following documentation regarding the Product: Certificate of Analysis and the applicants' part of the Drug Master File once compiled.
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-3) Cremer represents and warrants that all quantities of Product delivered under the Agreement were manufactured in accordance with GMP. The Product shall be free from defects if it is within the specifications according to Annex A.
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-4) Cremer represents and warrants that it has not received any written notice from a third party alleging that the manufacture, use or sale of the Product infringes intellectual property rights of a third party.
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-5) Ultragenyx will perform final release of the Product. Ultragenyx may rely on the documentation provided by Cremer and Ultragenyx will not need to independently test the Product unless Ultragenyx determines such independent testing is necessary. In the event that the Product fails to conform to the Product Specifications, and/or GMP, Ultragenyx may reject the Product by giving written notice to Cremer within [***] days after receipt of the Product and all documentation (except such [***] day period will not apply for any latent defect). Within [***] days following receipt of the rejected and returned Product from Ultragenyx, Cremer will, at Ultragenyx's choice, replace such quantity of Product with Product conforming to the Product Specifications, and GMP or refund Ultragenyx the Price paid for such Product.
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-6) Cremer does not warrant or represent that the Product is effective in a pharmaceutical way within the meaning of Sec. 4 para. 19 AMG. Cremer does not warrant or represent that the Product is safe in a pharmaceutical and pharmacological way. Cremer does not warrant or represent that the Product is suitable for the intended Purpose by Ultragenyx. Cremer is not a pharmaceutical manufacturer within the meaning of Sec. 4 para. 18 AMG. Cremer's liability in connection with the Purpose and the processing and marketing of a pharmaceutical product is excluded. No. 9 below applies.
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-7) Except for a claim arising out of Cremer's intentional misconduct or gross negligence under this Agreement, in the event of legal proceedings being instituted against Cremer by a third party arising out of Ultragenyx's development, processing and commercialization of the Product, Ultragenyx shall indemnify and keep indemnified Cremer in full against all damages, losses, injuries, costs and expenses in connection with such legal proceedings. Cremer will inform Ultragenyx about any legal proceedings being instituted against Cremer without delay. Ultragenyx shall control the respective legal proceedings but shall not settle any claim that admits fault on behalf of Cremer without Cremer's consent (not be unreasonably withheld).
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-[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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-3
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-
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-
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-8) In the event of legal proceedings being instituted against Ultragenyx by a third party arising out of Cremer's intentional misconduct or gross negligence under this Agreement, Cremer shall indemnify and keep indemnified Ultragenyx in full against all damages, losses, injuries, costs and expenses in connection with such legal proceedings. Ultragenyx will inform Cremer about any legal proceedings being instituted against Ultragenyx without delay. Cremer shall control the respective legal proceedings but shall not settle any claim without Ultragenyx's consent (not be unreasonably withheld).
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-9) Cremer's liability arising from this Agreement is limited to intentional misconduct or gross negligence. This limitation of liability does not apply to the injury of the life, body or health of a person, to claims according to the Product Liability Act (Produkthaftungsgesetz) or any other coercive legal liability claims.
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-10) NEITHER PARTY MAY CLAIM AND NEITHER PARTY IS LIABLE FOR CLAIMS FOR INDIRECT DAMAGES AND LOSSES, SUCH AS SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE, ANY LOSS OF ACTUAL OR ANTICIPATED PROFIT, OR REVENUE, ANTICIPATED SAVINGS OR BUSINESS OR DAMAGE TO GOODWILL OR BRAND EQUITY, ARE EXCLUDED.
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-Article 5 Term and Termination
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-1) This Agreement shall become effective on the date of its execution and shall remain in force for three years (the "Initial Term"). Thereafter, the Agreement shall be automatically renewed for additional two year periods (each a "Renewal Term", the Initial Term and all Renewal Terms, the "Term") unless either Party notifies the other Party of its intention not to renew in writing at least three calendar months before the expiration of the then current Term.
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-2) If a Party materially breaches an obligation under this Agreement and does not cure such breach within sixty (60) days of receiving notice of such breach from the non-breaching Party, the non-breaching Party may terminate this Agreement immediately upon written notice to the breaching Party.
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-3) Every termination has to be in writing.
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-Article 6 General Terms and Conditions
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-The application of General Terms and Conditions of any Party is excluded.
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-Article 7 Product Development
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-At the request and expense of Ultragenyx, Cremer shall perform development work for Ultragenyx to develop new formulations of the Product. All such work shall be performed pursuant to a statement of work (including a budget) to be agreed upon by the Parties and attached as an annex to this Agreement (each, a "Statement of Work"). In the event that in the course of performing a Statement of Work new Product know­how and intellectual property rights may result, can be created or have been created the Parties will enter into a separate Agreement in order to define the rights and duties regarding the aforesaid know how and intellectual property rights.
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-[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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-4
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-
-
-
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-Article 8 Invalidity
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-In the event that any individual clauses of these terms and conditions are, or shall become, invalid, this shall not affect the validity of the remaining clauses. An invalid condition shall be deemed to have been replaced by such provision which is legally valid and corresponds nearest to the economic purpose of the clause originally deemed invalid.
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-Article 9 Applicable Law; Modifications; Annexes; Miscellaneous
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-1) The laws of the Federal Republic of Germany shall apply to the Agreement and any legal relations thereof, especially any purchase order, between Cremer and Ultragenyx shall be governed by that law. The law of the United Nations Conventions of the formation of Agreements for the international sale of goods (CISG) is excluded. Exclusive place of Jurisdiction is Hamburg, Germany.
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-2) No addition or modification to this Agreement shall be valid unless made in writing and signed by the Parties.
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-3) The Annex attached to this Agreement form an integral part of the Agreement.
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-4) This Agreement, including the Annexes and any Statement of Work, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto except the Confidentiality Agreement between the parties dated September 26t h, 2012. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their successors and assigns.
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-5) All waivers must be in writing and signed by the Party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
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-6) Each Party must deliver all notices, consents, and approvals required or permitted under this Agreement in writing to the other Party at the address specified above, by personal delivery, by certified or registered mail (postage prepaid and return receipt requested), by a nationally- recognized overnight carrier, or by facsimile transmission with electronic confirmation of transmission. Notice will be effective upon receipt or refusal of delivery. Each Party may change its address for receipt of notice by giving notice of such change to the other Party.
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-7) This Agreement may be executed in counterparts by original signature, facsimile or PDF files, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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-5
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-Hamburg, November 19t h, 2012
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-  /s/ Thomas Kassberg   /s/ Dr. R. Stephan Ultragenyx Pharmaceutical Inc
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-CREMER OLEO GmbH & Co KG
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-  CREMER OLEO GmbH & Co. KG Postfach 10 11 20, D-20007 Hamburg Tel: 040/320 11-0, Telefax 320 11-400
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-Annex A — Specification of the Product Trihepatanoin (Heptansäuretriglycerid)
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-No  Test   EP method  Limits
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-1  [***] [***],  [***] 2  [***] [***]  [***] 3  [***] [***]  [***] 4  [***] [***]  [***] 5  [***] [***]  [***] 6  [***] [***]  [***] 7  [***] [***]  [***] 8  [***] [***]  [***] 9  [***] [***]  [***] 10  [***] [***]  [***] 11  [***] [***]  [***] 12  [***]  [***] 13  [***] [***]  [***] 18  [***] [***]  [***]
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-[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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+Exhibit 10.2    INTELLECTUAL PROPERTY AGREEMENT        between        SONY ELECTRONICS INC.        and        GSI TECHNOLOGY, INC.        August 28, 2009\n\n\n\n\n\n     TABLE OF CONTENTS\n\n   i\n\n    Page        1. Definitions 1            1.1 IP Agreement 2    1.2 Asset Purchase Agreement 2    1.3 Effective Date 2    1.4 Licensed Patent(s) 2    1.5 Transferred Patent(s) 3         2. Assignment 3         3. Licenses 3            3.1 Grant by SONY 3    3.2 Grant Back by PURCHASER 4    3.3 No Implied License or Other Assignment 4    3.4 No Sublicense Rights 4         4. Each Party's Sole Right to the Intellectual Property 4         5. Restrictions on Use of SONY Trademarks 5            5.1 No Trademark License 5    5.2 Removal of SONY Trademarks 5    5.3 Packaging 5    5.4 No Affiliation 6    5.5 JTAG / Mask Works 6         6. Payment 6         7. Term and Termination 7            7.1 Term 7    7.2 Termination 7    7.3 Insolvency 7    7.4 Continuing Obligations 8         8. Representations and Warranties 8            8.1 Power and Authority 8    8.2 Essential Patents 8    8.3 Ownership 8    8.4 Validity and Enforceability 8    8.5 Sufficiency 9    8.6 Non-infringement by the Business 9    8.7 Infringement by a Third Party 10    8.8 Intellectual Property Development 10\n\n\n\n\n\n     TABLE OF CONTENTS  (continued)\n\n   ii\n\n    Page           8.9 Material Intellectual Property Agreements 11    8.10 Royalties 11    8.11 No Loss of Rights 12    8.12 Transferability 12    8.13 No SRAM Product Warranty Issues 12    8.14 Disclaimer 12         9. Miscellaneous 13            9.1 Notices 13    9.2 Expenses 14    9.3 Successors and Assigns 14    9.4 Waiver 15    9.5 Entire Agreement 15    9.6 Amendments and Supplements 15    9.7 Rights of Third Parties 15    9.8 Further Assurances 16    9.9 Applicable Law 16    9.10 Execution in Counterparts 16    9.11 Titles and Headings 16    9.12 Invalid Provisions 16    9.13 Transfer Taxes 17    9.14 Attorneys' Fees 17\n\n\n\n\n\n     INTELLECTUAL PROPERTY AGREEMENT     This Intellectual Property Agreement is made and entered into as of August 28, 2009 by and between GSI Technology, Inc., a Delaware  corporation (\"PURCHASER\"), on the one hand, and Sony Electronics Inc. (\"SONY\"), a Delaware corporation, on the other hand. PURCHASER  and SONY are referred to individually as a \"Party\" and collectively as the \"Parties\".     RECITALS     WHEREAS, SONY presently conducts the business of manufacturing, marketing and selling SRAM products (the \"Business\");     WHEREAS, SONY has agreed to sell and PURCHASER has agreed to purchase certain assets, rights and properties of SONY used or  useful in connection with the Business, all on the terms and subject to the conditions set forth in the Asset Purchase Agreement of even date  herewith;     WHEREAS, SONY has or will transfer title to the Transferred Assets to PURCHASER under the Asset Purchase Agreement;     WHEREAS, SONY is the owner of certain intellectual property related to the Business; and     WHEREAS, SONY desires to transfer certain patents to PURCHASER and grant to PURCHASER a license under certain intellectual  property related to the SRAM Products.     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, the Parties  hereto agree as follows:     1. Definitions     As used in this IP Agreement, all capitalized terms shall have the meaning ascribed to them as set forth in the Asset Purchase  Agreement, except for terms defined herein, including the following terms, which shall have the meanings set forth below:     1\n\n\n\n\n\n     1.1 IP Agreement     The term \"IP Agreement\" means this Intellectual Property Agreement, including all attached Exhibits hereto, and any  amendments or supplements agreed to in writing and signed by SONY and PURCHASER.     1.2 Asset Purchase Agreement     The term \"Asset Purchase Agreement\" means the Asset Purchase Agreement dated August 28, 2009 between SONY and  PURCHASER to which this IP Agreement is attached as Exhibit F.     1.3 Effective Date     The term \"Effective Date\" means the Closing Date.     1.4 Licensed Patent(s)     The term \"Licensed Patent\" or \"Licensed Patents\" means any patent or patents issued at any time in any country (including  any inventor's certificates, extension, reissued, renewal and reexamined patents), which (1) is based on any invention made on or prior to the  Effective Date, including any patents for inventions disclosed in patent applications filed on or prior to the Effective Date, and issuing from any of  those patent applications or any patent applications which are continuations, continuing applications, continuations-in-part or divisions of those  patent applications, or on any foreign counterpart of any of those patent applications, (2) (a) is owned by SONY or any of its Affiliates or (b) under  which SONY or its Affiliates have the right to grant licenses without payment by SONY or any of its Affiliates of additional royalties or other  consideration to a third party (excluding payments for inventions made by that third party while employed by SONY or any of its Affiliates), and  (3) would, in the absence of a license granted herein, be infringed by making, using, selling, offering for sale, importing or supplying any  Competing Products (including, without limitation, the SRAM Products). \"Licensed Patents\" shall exclude the Transferred Patents.     2\n\n\n\n\n\n     1.5 Transferred Patent(s)     The term \"Transferred Patent\" or \"Transferred Patents\" means the patents and/or patent applications listed in Exhibit A to this  IP Agreement and all patents and applications claiming the priority of any of these patents and/or patent applications and all reissues, divisions,  renewals, extensions, provisionals, and continuations thereof, and any equivalent or similar rights anywhere in the world in inventions and  discoveries.     2. Assignment     SONY hereby assigns to PURCHASER SONY's entire right, title and interest in, to and under the Transferred Patents, and any  patents that may issue therefrom (including any foreign counterparts, divisions, continuations, renewals, continuations in part, reexaminations or  reissues thereof), along with the right to sue and collect damages for any future infringement, and agrees to take all reasonably necessary action to  assist PURCHASER, at PURCHASER's sole expense, to register, confirm and perfect such assignment, including by making filings with or at any  and all necessary patent offices and/or governmental agencies. SONY retains the right to sue and collect damages for any past infringement of the  Transferred Patents, provided that SONY obtains PURCHASER's written consent prior to making any infringement claim or allegation or filing any  action, suit, litigation or proceeding that could affect the Transferred Patents or PURCHASER's ability to use and exploit the Transferred Patents  or that may result in PURCHASER being joined as a party to the action, suit, litigation or proceeding. PURCHASER shall not unreasonably  withhold its consent.     3. Licenses     3.1 Grant by SONY     SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free  license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products  (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise  practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the      3\n\n\n\n\n\n     Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without  limitation, SRAM Products).     3.2 Grant Back by PURCHASER     Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER  hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell,  sell, otherwise dispose of, and import any products, including any Competing Products. This Section 3.2 shall not be construed as superseding,  overriding or modifying Section 8.3 of Asset Purchase Agreement.     3.3 No Implied License or Other Assignment     Except as expressly set out in this IP Agreement and the Asset Purchase Agreement, neither party grants to the other Party, and  each Party acknowledges and agrees that the other Party has not granted to it, any other license explicitly or implicitly under any Intellectual  Property nor has either party made any transfer or assignment to the other Party of any Intellectual Property or intellectual property rights.     3.4 No Sublicense Rights     No license granted by either party under this IP Agreement includes the right to grant sublicenses.     4. Each Party's Sole Right to the Intellectual Property     Each Party shall have the sole right, but not the obligation, to apply for and register for protection for, prosecute, and maintain  any of its Intellectual Property and shall have the sole right to determine whether or not, and where, to apply for and/or register such protection, to  abandon attempts to obtain protection or abandon registered protection of any Intellectual Property, and/or to discontinue the maintenance of any  Intellectual Property without any obligation to inform the other Party of any such action or inaction. Neither Party is obligated to (a) file any patent  application or to secure any patent or patent rights, or (b) maintain any patent in force or prosecute any patent application.     4\n\n\n\n\n\n     5. Restrictions on Use of SONY Trademarks     5.1 No Trademark License     Both Parties agree and recognize that, except as specifically provided in this Section 5, SONY does not grant any trademark  license to PURCHASER under any SONY slogans, brands, trade names, monograms, logos, common law trademarks and service marks, trademark  and service mark registrations and applications or any World Wide Web addresses, sites and domain names or any variations thereof (\"SONY  Branding\"). PURCHASER agrees that, except as specifically provided in this Section 5, it shall not use any slogans, brands, trade names,  monograms, logos, common law trademarks and service marks, trademark and service mark registrations and applications or any World Wide Web  addresses, sites and domain names or any variations thereof (\"PURCHASER Branding\") that imitate or are confusingly similar to any SONY  Branding, nor shall it use PURCHASER Branding in commerce in a manner that would be confusingly similar to any SONY Branding.     5.2 Removal of SONY Trademarks     Except as expressly permitted by Section 5.5 or as otherwise agreed by SONY in writing, Purchaser shall either remove, cover  (i.e., sticker) or obliterate SONY Branding visible to the unaided human eye from all SRAM Products and product literature whether (a) transferred  in complete or incomplete form under the Asset Purchase Agreement, (b) manufactured under license under this IP Agreement, or (c) manufactured  using the Transferred Assets. Notwithstanding the foregoing, PURCHASER shall have the right to sell finished SRAM Products bearing SONY  Branding acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof.     5.3 Packaging     Except as expressly otherwise agreed by SONY in writing, all inventory of SRAM Products shall be packaged with labels clearly  indicating that it is a PURCHASER original product. PURCHASER is expressly prohibited from using any SONY Branding alone or on any SRAM  Product and/or product packaging. Notwithstanding the foregoing, PURCHASER shall have the right to sell finished SRAM Products bearing  SONY Branding      5\n\n\n\n\n\n     acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof.     5.4 No Affiliation     PURCHASER shall not represent, imply, or connote in any way that it is affiliated with SONY or, other than as authorized by this  IP Agreement, use any SONY Trademark for any goods, parts, packaging of products, or services.     5.5 JTAG / Mask Works     Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to  PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise  indicate a connection to SONY, provided that:     (i) the use of such Masks is only for the manufacture by or for PURCHASER of SRAM Products that are qualified with  customers as of the Effective Date and updates or revisions of such SRAM Products that would not require requalification; and     (ii) PURCHASER allows SONY to audit PURCHASER's manufacture and testing of SRAM Products for purposes of  determining the quality of those SRAM Products that bear a marking which indicates a connection to SONY from time to time upon reasonable  request, subject to SONY's execution of a standard PURCHASER confidentiality agreement; and     (iii) no alterations are made to any such Mask in any way.     6. Payment     Consideration for the license granted by SONY under this IP Agreement is included in the Purchase Price, and PURCHASER  shall have no obligation to make any additional payments to SONY for the license granted under this Agreement.     6\n\n\n\n\n\n     7. Term and Termination     7.1 Term     Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM  Intellectual Property rights licensed under this IP Agreement.     7.2 Termination     (a) Should either Party fail to observe faithfully and materially perform each of the material obligations assumed by it in this IP  Agreement for thirty (30) days after its attention has been directed to any such breach by notice in writing from the other Party, the non-breaching  Party shall, at its option, have the right to terminate the license granted by it under this Agreement, such termination to be effected by serving  notice in writing upon the breaching Party to that effect on or after the expiration of such period of thirty (30) days.     (b) Should PURCHASER assert against SONY a claim based on its Patents and/or Intellectual Property, SONY shall, at its option,  have the right to terminate the license granted by SONY hereunder, such termination to be effected by serving notice in writing upon  PURCHASER to that effect not less than thirty (30) days prior to the effective date of such termination.     (c) Should SONY or any SONY Affiliate assert against PURCHASER a claim based on its Patents and/or Intellectual Property,  PURCHASER shall, at its option, have the right to terminate the license granted by PURCHASER hereunder, such termination to be effected by  serving notice in writing upon SONY to that effect not less than thirty (30) days prior to the effective date of such termination.     7.3 Insolvency     The licenses granted to a Party under Section 3 hereof shall automatically terminate should such Party become adjudicated  insolvent by reason of failure to pay its debts when due, enter into bankruptcy proceeding for its liquidation, voluntarily or involuntarily, or make  any assignment for the benefit of any one or more creditors.     7\n\n\n\n\n\n     7.4 Continuing Obligations     Termination of the licenses granted hereunder shall not affect any liability of either of the Parties previously accruing under this  IP Agreement.     8. Representations and Warranties     SONY hereby makes the following representations and warranties to PURCHASER, each of which shall be true and correct as of  the date hereof and as of the Closing Date, and shall be unaffected by any investigation heretofore or hereafter made:     8.1 Power and Authority     SONY has the right and power to enter into this IP Agreement and to transfer the Transferred Patents and to grant the license  set forth in Section 3.1.     8.2 Essential Patents     The Transferred Patents listed on Exhibit A comprise the Patents, both U.S. and foreign, owned or claimed by SONY or any  SONY Affiliate, that are essential to the conduct of the Business as conducted by SONY.     8.3 Ownership     All of the Transferred Patents are owned solely by SONY. No Transferred Patent is jointly owned by SONY and any other  Person, nor is it owned or jointly owned by any SONY Affiliate.     8.4 Validity and Enforceability     Each of the Transferred Patents (excluding applications) is subsisting, and, to the Knowledge of SONY, valid and in full force  and effect (except with respect to applications), and has not expired or been cancelled or abandoned. All necessary documents and certifications in  connection with each Transferred Patent (excluding applications) have been filed with the relevant patent, copyright or other authorities in the  United States and foreign jurisdictions, as the case may be, for the purposes of avoiding abandonment, prosecuting and maintaining of      8\n\n\n\n\n\n     Transferred Patents (excluding applications). Except for actions of the relevant jurisdiction's patent and trademark office or other government  intellectual property office (\"Office Actions\"), SONY has not, to the Knowledge of SONY, received written notice of any pending or threatened  (and at no time within the two years prior to the Effective Date has there been pending any) action before any court, governmental authority or  arbitral tribunal in any jurisdiction challenging the use, ownership, validity, enforceability or registerability of any of the Transferred Patents.  Rejections of pending applications before a national patent, trademark or intellectual properly office will not constitute such written notice. Except  for Office Actions and broad Patent portfolio cross license agreements that SONY has signed with third parties (\"Portfolio Cross Licenses\"),  neither SONY nor any Affiliate of SONY is, to the Knowledge of SONY, a party to any settlements, covenants not to sue, consents, decrees,  stipulations, judgments or orders resulting from actions which permit third parties to use any Transferred Patents or any other SRAM Intellectual  Property included in the Transferred Assets. SONY has the sole right to enforce all of the Transferred Patents and the other SRAM Intellectual  Property rights of SONY included in the Transferred Assets.     8.5 Sufficiency     To the Knowledge of SONY, SONY and each of SONY's Affiliates owns, or has valid rights to use, all the SRAM Intellectual  Property material to the conduct of the Business, including, without limitation, the design, development, manufacture, marketing, use, distribution,  import, supply, provision and sale of SRAM Products.     8.6 Non-infringement by the Business     As of the Effective Date, SONY has not received written notice of any pending or threatened (and at no time within the two  years prior to the date of this Agreement has there been, to the Knowledge of SONY, pending any) action alleging that the activities or the  conduct of the Business dilutes (solely with respect to trademark rights), misappropriates, infringes, violates or constitutes the unauthorized use  of, or will dilute (solely with respect to trademark rights), misappropriate, infringe upon, violate or constitute the unauthorized use of the  Intellectual Property of any third party, nor, to the Knowledge of SONY, does there exist any basis therefor. Except for Office Actions pertaining to  the Transferred Patents and Patent licenses      9\n\n\n\n\n\n     granted by SONY under Portfolio Cross Licenses, neither SONY nor any of SONY's Affiliates is, to the Knowledge of SONY, party to any  settlement, covenant not to sue, consent, decree, stipulation, judgment, or order resulting from any action which (i) restricts SONY's or any of its  Affiliate's rights to use any SRAM Intellectual Property in connection with the Business, (ii) restricts the Business in order to accommodate a third  party's Intellectual Property rights or (iii) requires any future payment by SONY or any SONY Affiliate.     8.7 Infringement by a Third Party     To the Knowledge of SONY, no third party is misappropriating, infringing, or violating any SRAM Intellectual Property material  to the conduct of the Business that is owned by or exclusively licensed to SONY or any SONY Affiliate, and no Intellectual Property or other  proprietary right, misappropriation, infringement or violation actions have been brought against any third party by SONY or any SONY Affiliate in  connection with the Business.     8.8 Intellectual Property Development     To the knowledge of SONY:     (a) Each Person who is or has been employed by SONY or any Affiliate of SONY at any time at or prior to the date hereof in  connection with the development of any SRAM Intellectual Property or technology material to the Business, or is or has provided consulting  services to SONY or any Affiliate of SONY in connection with the development of any SRAM Intellectual Property or technology material to the  Business at any time at or prior to the Effective Date, has signed an agreement containing appropriate confidentiality terms.     (b) Except in the exercise of SONY's business judgment, other than under an appropriate confidentiality or nondisclosure  agreement or contractual provision relating to confidentiality and nondisclosure, there has been no disclosure to any third party of material  confidential or proprietary information or trade secrets of SONY or any Affiliate of SONY related to any SRAM Product. All current and former  employees of SONY and each Affiliate of SONY who have made any material contributions to the development of any SRAM Product have signed  an invention assignment agreement that assigns ownership to SONY or have performed that work in the course, and within the scope, of their  employment.     10\n\n\n\n\n\n     (c) All consultants and independent contractors currently or previously engaged by SONY or its Affiliates who have made any  material contributions to the development of any SRAM Product (including, without limitation, all consultants and independent contractors who  have designed, written, or modified any firmware or software code contained in any SRAM Product) have entered into a work-made-for-hire  agreement or have otherwise assigned to SONY or a Affiliate of SONY (or a third party that previously conducted any business that forms any  part of the Business currently conducted by SONY and that has subsequently assigned its rights in such SRAM Product to SONY) all of their  right, title and interest (other than moral rights, if any) in and to the portions of such SRAM Product developed by them in the course of their work  for SONY or any Affiliate.     (d) Other than the employees, consultants and contractors referred to in this Section 8.8, no other Person has made or currently  is making any material contributions to the development of any SRAM Product.     8.9 Material Intellectual Property Agreements     Except for the SRAM Contracts assigned to and assumed by PURCHASER under the Asset Purchase Agreement and the  Portfolio Cross Licenses, there are no contracts, licenses or agreements between SONY or any of its Affiliates, on the one hand, and any other  Person, on the other hand, with respect to any SRAM Intellectual Property material to the conduct of the Business, including any agreements with  respect to the manufacture or distribution of the SRAM Products.     8.10 Royalties     To the Knowledge of SONY, except for obligations under the SRAM Contracts assigned to and assumed by PURCHASER under  the Asset Purchase Agreement, neither SONY nor any Affiliate of SONY has any obligation to pay any third party any royalties or other fees for  the continued use of Intellectual Property which is specifically applicable to SRAM Products, and PURCHASER will not be obligated under any  contract or agreement to pay any royalties or other fees associated with SRAM Intellectual Property arising from the consummation of the  transactions contemplated by this Agreement.     11\n\n\n\n\n\n     8.11 No Loss of Rights     The consummation by SONY of the transactions contemplated hereby will not result in any violation, loss or impairment of  ownership by SONY or any SONY Affiliate of, or impair or restrict the right of PURCHASER to use, any Transferred Patents or any other SRAM  Intellectual Property included in the Transferred Assets, and will not require the consent of any governmental authority or third party with respect  to any of Transferred Patents or any other SRAM Intellectual Property included in the Transferred Assets.     8.12 Transferability     All Transferred Patents will be fully transferable, alienable or licensable by PURCHASER from and after the Closing without  restriction and without payment of any kind to any third party other than requirements under applicable laws to file documents with and pay fees  to patent offices. There are no Liens on any of the Transferred Patents. (For the avoidance of doubt, the Parties acknowledge that SONY's  licensees under Portfolio Cross Licenses already hold licenses to the Transferred Patents and do not need a license from PURCHASER to practice  the Transferred Patents.)     8.13 No SRAM Product Warranty Issues     To the Knowledge of SONY, each SRAM Product currently offered for sale by SONY (or its Affiliates, as the case may be)  conforms with all SONY datasheet specifications, except with respect to warranty claims made in the ordinary course of business. (For the  avoidance of doubt, epidemic failures or any substantial repeated failures of those products to comply with specifications that have not been  resolved are not in the ordinary course of business). SONY has not received written notice from any customer, reseller, OEM customer or  governmental authority alleging any such material non-conformance.     8.14 Disclaimer     NOTHING IN THIS IP AGREEMENT SHALL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY EITHER PARTY  OF THE VALIDITY OF ANY PATENT. NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER TO THE      12\n\n\n\n\n\n     OTHER PARTY OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE  SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON  THE OTHER PARTY OR ANY OTHER PERSON, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM (A) THE PRODUCTION,  USE, SALE, OFFER FOR SALE, OTHER DISPOSITIONS OR IMPORTATION OF ANY APPARATUS OR PRODUCT MADE BY THAT PARTY;  OR (B) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES MADE BY THAT PARTY WITH RESPECT TO ANY OF THE  FOREGOING, AND EACH PARTY SHALL HOLD THE OTHER PARTY, AND ITS AFFILIATES, OFFICERS, AGENTS, OR EMPLOYEES,  HARMLESS IN THE EVENT IT, OR ITS OFFICERS, AGENTS, OR EMPLOYEES, IS HELD LIABLE. THIS SECTION 8 IS NOT INTENDED TO  NEGATE OR SUPERSEDE ANY REPRESENTATION OR WARRANTY EXPRESSLY MADE BY SONY IN THIS IP AGREEMENT.     9. Miscellaneous     9.1 Notices     All notices and other communications required or permitted hereunder will be in writing and, unless otherwise provided in this IP  Agreement, will be deemed to have been duly given when delivered in person or when dispatched by electronic facsimile transfer (confirmed in  writing by mail simultaneously dispatched) or one business day after having been dispatched by a nationally recognized overnight courier service  to the appropriate Party at the address specified below:     (a) If to PURCHASER, to:     GSI Technology, Inc.  2360 Owen Street  Santa Clara, CA 95054  Attention: Chief Financial Officer  Facsimile No.: (408) 980-8377     13\n\n\n\n\n\n     with a copy (which shall not constitute notice) to:     DLA Piper LLP (US)  2000 University Avenue  East Palo Alto, CA 94303-2214  Attention: Dennis C. Sullivan  Facsimile No.: (650) 867-1200     (b) If to SONY, to:     Sony Electronics Inc.  1730 N. First Street  San Jose, CA 95112  Attention: Law Department  Facsimile No.: (408) 352-4169     with a copy (which will not constitute notice) to:     Sony Electronics Inc.  16530 Via Esprillo, MZ7300  San Diego, CA 92127  Attention: General Counsel  Facsimile No.: (858) 942-8170     or to such other address or addresses as any such Party may from time to time designate as to itself by like notice.     9.2 Expenses     Except as otherwise expressly provided herein, each Party shall pay any expenses incurred by it incident to this IP Agreement,  and in preparing to consummate and consummating the transactions provided for herein.     9.3 Successors and Assigns     This IP Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and  permitted assigns, but will not be assignable or delegable by any Party without the prior written consent of the other Party. Notwithstanding the  foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially  all of its assets, on condition that it provides the      14\n\n\n\n\n\n     other Party with notice of the transfer or assignment. Any attempted transfer in contravention of this Section 9.3 shall be null and void.     9.4 Waiver     No action taken pursuant to this IP Agreement will be deemed to constitute a waiver of compliance with any representations,  warranties, conditions or covenants contained in this IP Agreement unless it is in writing, and no such waiver will operate or be construed as a  waiver of any subsequent breach, whether of a similar or dissimilar nature.     9.5 Entire Agreement     This IP Agreement and the Asset Purchase Agreement (including the Schedules and Exhibits hereto and thereto and the  ancillary documents thereto) supersedes any other agreement, whether written or oral, that may have been made or entered into by any Party  relating to the matters contemplated hereby and constitutes the entire agreement by and among the Parties with respect to the subject matter  hereof and thereof.     9.6 Amendments and Supplements     This IP Agreement may be amended or supplemented at any time by additional written agreements as may mutually be  determined by PURCHASER and SONY to be necessary, desirable or expedient to further the purposes of this IP Agreement or to clarify the  intention of the Parties.     9.7 Rights of Third Parties     Other than Affiliates of a Party, nothing expressed or implied in this IP Agreement is intended or will be construed to confer  upon or give any Person other than the Parties any rights or remedies under or by reason of this IP Agreement or any transaction contemplated  hereby.     15\n\n\n\n\n\n     9.8 Further Assurances     From time to time, as and when requested by either Party, the other Party will execute and deliver, or cause to be executed and  delivered, all such documents and instruments, make such other deliveries and take such other actions as may be reasonably necessary to  consummate the transactions contemplated by this IP Agreement.     9.9 Applicable Law     This IP Agreement and the legal relations among the Parties will be governed by and construed in accordance with the rules and  substantive Laws of the State of California, United States of America, without regard to conflicts of law provisions.     9.10 Execution in Counterparts     This IP Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which  together will constitute one and the same agreement.     9.11 Titles and Headings     Titles and headings to Sections herein are inserted for convenience of reference only, and are not intended to be a part of or to  affect the meaning or interpretation of this IP Agreement.     9.12 Invalid Provisions     If any provision of this IP Agreement is held to be illegal, invalid, or unenforceable under any present or future Law, (a) such  provision will be fully severable; (b) this IP Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had  never comprised a part hereof; (c) the remaining provisions of this IP Agreement will remain in full force and effect and will not be affected by the  illegal, invalid, or unenforceable provision or by its severance from this IP Agreement; and (d) in lieu of such illegal, invalid, or unenforceable  provision, there will be added automatically as a part of this IP Agreement a legal, valid, and enforceable provision as similar in terms to such  illegal, invalid, or unenforceable provision as may be possible.     16\n\n\n\n\n\n     9.13 Transfer Taxes     All sales, use, transfer, stamp, conveyance, value added or other similar taxes, duties, excises or governmental charges imposed  by any taxing jurisdiction, domestic or foreign, and all recording or filing fees, notary fees or other similar costs of Closing with respect to the  transfer of the Transferred Assets or otherwise on account of this IP Agreement or the transactions contemplated hereby will be borne by  PURCHASER.     9.14 Attorneys' Fees     If any action at law or in equity is necessary to enforce or interpret the terms of this IP Agreement, the Person prevailing shall be  entitled to recover in such action its reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which it may  be entitled.     IN WITNESS WHEREOF, the Parties have caused this IP Agreement to be executed in duplicate by their duly authorized officers  as of the day and year first above written.\n\n   17\n\nGSI TECHNOLOGY, INC.     SONY ELECTRONICS INC.                By: /s/ Lee-Lean Shu     By: /s/ Tomoya Hayakawa             Name: Lee-Lean Shu     Name:  Tomoya Hayakawa             Title: President & CEO     Title: President of CSBD\n\n\n\n\n\n     Exhibit F:     Exhibit A to the IP Agreement: List of Assigned Patents\n\n\n\nFiling Date    Title    Country/  Region    Serial #   Publ. #   Patent #   Inventors                             28-Apr-06     Test semiconductor device in full frequency with  half frequency tester     United States     11/414,612     2007-0266286     7516385     Chen, Suzanne; & Kim, Jae-Hyeong; &  Tseng, Chih-Chiang                             24-Apr-06     Minimized line skew generator.     United States     11/410,352     2007-0096790     Not yet  patented     Chuang, Patrick; & Kim, Jae-Hyeong;  & Lu, Chungji (Jay)                             30-Oct-06     Performing Read and Write Operations in the  Same Cycle for an SRAM Device.     Japan     2006-294640                 Chen, Suzanne; & Huang, M.H. Mu- Hsiang; & Tseng, Chih-Chiang                             14-Apr-06     Performing read and write operations in the same  cycle for an SRAM device.     United States     11/404,191     2007-0097780     7355907     Chen, Suzanne; & Huang, M.H. Mu- Hsiang; & Tseng, Chih-Chiang                             30-Oct-06     Shift Registers Free of Timing Race Boundary  Scan Registers with Two-Phase Clock Control.     Japan     2006-294617                 Chen, Suzanne; & Chuang, Patrick; &  Huang, M.H. Mu-Hsiang\n\n\n\n\n\n\n\n   2\n\n14-Apr-06     Shift registers free of timing race boundary scan  registers with two-phase clock control.     United States     11/404,353     2007-0101222     7389457     Chen, Suzanne; & Chuang, Patrick; &  Huang, M.H. Mu-Hsiang                             3-May-06     Dynamic sense amplifier for SRAM.     United States     11/417,805     2007-0097765     7313040     Chuang, Patrick; & Huang, M.H. Mu- Hsiang; & Kim, Jae-Hyeong                             30-Oct-06     Dynamic sense amplifier for SRAM.     Japan     2006-294706                 Chuang, Patrick; & Huang, M.H. Mu- Hsiang; & Kim, Jae-Hyeong                             17-May-06\n\n\n\nProgrammable impedance control circuit  calibrated at Voh Vol level\n\nUnited States\n\n\n\n11/436,260\n\n\n\n2007-0268039\n\n\n\n7312629\n\n\n\nHuang, M.H. Mu-Hsiang; & Ichihashi,  Masahiro; & Miyajima, Yoshifumi; &  Nakashima, Katsuya                             4-Apr-08     DYNAMIC DUAL CONTROL ON-DIE  TERMINATION.     United States     12/078,782     2008-0272800     Not yet  patented     Chuang, Patrick; & Haig, Robert\n\n                           24-Mar-08     An efficient method for implementing  programmable impedance output drivers and      United States     12/079,100     Not yet published     Not yet  patented     Chuang, Patrick; & Haig, Robert; &  Kwon, Kookhwan;\n\n\n\n\n\n\n\n   3\n\n      programmable input on die termination on a bi- directional data bus                             & Tseng, Chih\n\n                           9-Mar-09\n\n\n\nProgrammable input/output structures and  method for implementing a bi-directional data  busses.\n\nChina\n\n\n\n200910127224.8\n\n\n\n\n\n\n\n\n\n\n\nChuang, Patrick; & Haig, Robert; &  Kwon, Kookhwan; & Tseng, Chih\n\n                           13-Feb-09\n\n\n\nAn efficient method for implementing  programmable impedance output drivers and  programmable input on die termination on a bi- directional data bus\n\nEPO\n\n\n\n09250396.0\n\n\n\n\n\n\n\n\n\n\n\nChuang, Patrick; & Haig, Robert; &  Kwon, Kookhwan; & Tseng, Chih