Integral Technologies Inc. (fka ITKG)

[gktignol]

From the last 8-K

(Containing only the portions pertinent to this discussion. See the 8-K for the entire copy -- http://www.secinfo.com/d12Pk6.vy2j.d.htm )

PATENT LICENSE AGREEMENT

This Patent License Agreement (the "AGREEMENT") is entered into by and between Integral Technologies, Inc., a Nevada corporation located at 805 West Orchard Street, #7, Bellingham, WA 98225 ("INTEGRAL") and ADAC Plastics, Inc., d/b/a ADAC Automotive, a Michigan corporation with offices at 5920 Tahoe Drive SE, PO Box 888375, Grand Rapids, MI 49588-8375 ("COMPANY") and is effective as of November 28, 2006 (the "EFFECTIVE DATE").

WHEREAS, Integral is the owner of certain technology, generally characterized as ElectriPlast technology;

WHEREAS, particular applications of the technology are covered by certain patent rights defined below and those patent rights are owned by Integral; and

WHEREAS, Company wishes to obtain a non-exclusive license under such patents to develop, manufacture, and sell certain products;

NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements herein contained, receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. DEFINITIONS.


1.2. "LICENSED FIELD" means the manufacture and sale of Products for use in (i) car antennas; (ii) cup holder heating elements; (iii) driver's seat heating elements; and (iv) light-emitting diode (LED) packs manufactured and sold by the entities listed in the attached Exhibit A, and such other uses as may be agreed upon in writing and signed by the parties.

1.3. "LICENSED PRODUCT" means any Product made, used, sold, or otherwise disposed of by or for Company that (i) uses the Raw Materials and (ii) is either branded with a Company brand or is designed by Company and sold in
Company's ordinary course of business. Licensed Products do not include "private label" Products or other products sold without a designation that Company is the source of the Product.

1.4. "LICENSED PATENTS" means the (i) patents, provisional patent applications, and utility patent applications set forth in Exhibit B;


1.5. "PRODUCT" means any product (i) the manufacture, use, sale, offer for sale, or import of which is covered by at least one claim of the Licensed Patents; or (ii) produced by a process, the practice of which is covered by at least one claim of the Licensed patents.

1.6. "RAW MATERIALS" means the Technology, as Integral provides it to Company, on a per weight basis for use in manufacturing Licensed Products.

1.7. "TECHNOLOGY" means Integral's proprietary ElectriPlast(TM) technology, portions of which may be covered by the Licensed Patents. The Technology is a compounded, pelletized formulation of resin-based materials, which are conductively loaded or doped with a proprietary controlled, balanced concentration of micron conductive materials contained within the manufactured pellet. The conductive loading or doping within this
pellet is then homogenized using conventional molding techniques and conventional molding equipment. The resulting polymer is electrically conductive.


3.4. New Joint Developments.
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3.4.1. All technology, information and inventions ("New Developments"), whether or not patentable, developed jointly by Integral and Company that concern the Technology (including the manufacture or formulation of the Raw Materials) shall be the exclusive property of Integral.