f. Patriot Licensing Company
To reinvigorate the MMP Program, the parties agree that Alliacense will be the exclusive licensor as to approximately half of the universe of prospective licensees, and one or more other licensing companies as to the balance. The licensing companies will not be in competition and it is in their interests and that of the MMP Program for all licensing to achieve its maximum potential. [*]. The licensing companies will coordinate their efforts in the best interests of the MMP Program.
(i) Dividing the universe of MMP licensees
Alliacense shall, once Patriot identifies as a second licensing company on terms approved by Patriot, [*] This group shall be the “Group 1 Designees”. The other list, [*], shall be called “Group 2 Designees”. Alliacense represents and warrants that all companies or entities known to Alliacense as infringing, or potentially infringing, on any of the MMP patents, or which are otherwise candidates or potential candidates for licensing some or all of the patents within the MMP Portfolio, are included in either the Group 1 or Group 2 Designee listings.
(ii) Patriot will arrange for PDS to enter into a Commercialization Agreement with another licensing company (“Patriot Licensing Company”) on terms determined by Patriot.
(iii) [*]. In exchange for providing this information, PDS shall compensate Alliacense [*] from any Group 1 Designee so long as a) all or a significant portion of the aforementioned items constituting Work had been provided, and b) [*]. This [*] fee will no longer be due and payable on any amounts received after two years from the date of this Agreement.
(iv) In addition to the present Defendants which are excluded from the preparation of the two listings described in section 3.f.(i) above, Alliacense may also exclude up to three (3) entities for which substantive, on-going, current and demonstrable bona fide negotiations have been in process up through, and as of, the date of this Agreement. Alliacense shall disclose to Patriot the names of these three entities immediately upon notification by Patriot that a second licensing company has been identified. Alliacense shall retain the right to market the MMP Portfolio to these entities for licensure for a period of 150 days after the execution of this Agreement. After the 150 day period, the right to market to these three entities (or any of the three that remain unlicensed) shall be allocated between Alliacense and the Patriot Licensing Company, with the Patriot Licensing Company allowed the first selection, Alliacense the second selection, and Patriot the third selection.
