16-Aug-2016
Entry into a Material Definitive Agreement, Financial Statements and Exhi
Item 1.01 Entry Into a Material Definitive Agreement.
On August 10, 2016, the joint venture of Patriot Scientific Corporation (the "Company") and Technology Properties Limited LLC ("TPL"), known as Phoenix Digital Solutions, LLC, a Delaware limited liability company ("PDS"), entered into an Agreement (the "Agreement") with MMP Licensing LLC, a California limited liability company ("MMP Licensing LLC"), and Alliacense Limited LLC, a Delaware limited liability company ("Alliacense").
Pursuant to the Agreement, MMP Licensing LLC will provide commercialization services to PDS for commercialization of the Moore Microprocessor Patent portfolio (the "MMP Portfolio") with respect to certain companies (the "Project"). PDS also granted a license to MMP Licensing LLC for the commercialization of the MMP Portfolio.
Alliacense agreed to cooperate with reasonable discovery requests and provide support to litigation counsel through the provision of properly produced and protected materials in connection with patent infringement litigation currently pending in the United States District Court for the Northern District of California. Additionally, PDS agreed to pay Alliacense $84,000 within 24 hours after Alliacense delivers certain materials to Dominion Harbor Group, LLC, another company providing commercialization services to PDS, and an additional $84,000 out of subsequent recoveries under the Project. PDS and Alliacense have agreed to cause the arbitration between such parties to be dismissed with prejudice and provide mutual releases within 48 hours after PDS's first payment of $84,000 to Alliacense.
The Agreement will terminate six years after the last-to-expire patent in the MMP Portfolio; provided that either party may terminate the agreement in the event of a material breach by the other party that is not cured, if capable of being cured, within 60 days after written notice of the breach.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Agreement, a copy of which is attached hereto as Exhibit 10.1.
