Below is Moro's protection clause in the event he loses control of BioCurex. If Smithline foreclosed or some other event, Moro would still have a license to do as he wished with all applications of RECAF to sub license, sell products or whatever.
Do you now understand why Pacific BioSciences remained apart from BioCurex from the begining?
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3.7 If this Agreement is terminated for any reason other than that provided by Section 3.2, PBS will be have a perpetual, non-exclusive license from Biocurex, with the right to grant non-exclusive sublicenses to third parties, upon the written consent of Biocurex, such consent not to be unreasonably withheld, to conduct research and to develop, make, have made, use, offer for sale, sell, import and export products anywhere in the world using Biocurex’s RECAF technology, provided that said license shall be limited to the extent that it would conflict with, or violate the terms of any license previously granted to any person or entity by Biocurex.. The RECAF technology means (a) all patent applications heretofore or hereafter filed that claim (i) RECAF, any antibody or other molecule that is directed towards RECAF, or any fragment of the foregoing (or any nucleotide sequence that encodes, or amino acid sequences or glycan sequence of the foregoing), or (ii) any unpatented technology, any process of manufacture, or use of any of the foregoing; (b) all patents that have issued or in the future issue from such patent applications, including utility, model and design patents and certificates of invention; and (c) all divisionals, continuations, continuations-in-part, reissues, renewals, extensions or additions to any such patent applications and patents; in each case in which Biocurex has an ownership or licensable interest. In consideration for this license, PBS will pay Biocurex a royalty equal to the greater of (i) 110% of the highest royalty paid by any other licensee of the RECAF technology, excluding any down payments or licensing fee that might have been made by other licensees, or (ii) 10% of the gross sales of any products incorporating the RECAF. No up-front fees will be payable with respect to the license. For purposes of the license agreement, gross sales means the gross sales price of any product invoiced to customers who are not affiliates of PBS (or are affiliates but are the end users of such product) less, to the extent actually paid or accrued by PBS or any affiliate (as applicable), (a) credits, allowances, discounts and rebates to, and chargebacks from the account of, such customers for spoiled, damaged, out-dated and returned product; (b) freight and insurance costs incurred by PBS or any affiliate (as applicable) in transporting such product in final form to such customers; (c) cash, quantity and trade discounts, rebates and other price reductions for such product given to such customers under price reduction programs that are consistent with industry practices and price reductions given for similar products by PBS or any affiliate (as applicable); (d) sales, use, value-added and other direct taxes incurred on the sale of such product in final form to such customers; and (e) customs duties, surcharges and other governmental charges incurred in exporting or importing such product in final form to such customers. If any reusable instrument (that is itself a product) is used in combination with a separate diagnostic reagent-containing device (that is itself a product) to detect or measure one or more analytes from a patient sample on or in such device, then for purposes of calculating gross sales, such device shall constitute a product, but such instrument shall not constitute a product.
