Replies to post #145228 on Liquidmetal Technologies Inc (LQMT)

[Essay101]

Thank you for deciphering the details!

[DMN]

I haven't looked at the agreement recently, but that was also my interpretation at the time. Thanks for the breakdown.

[joshuaeyu]

“Cross license agreement” is much easier to parse.

“Conflict of interest” is much harder to decipher.

Good news is Lugee Li has dominate ownership of both companies. His words and actions (alone) might be enough.

Focus in the near term (for Lugee and all his shareholders) should be locating the “pot of gold”.

Which pocket to fill ultimately will be “nice problem to have”.

[thoand]

Thanks for your time and effort. Nice opinion, nice post.

[PatentGuy1]

Thanks for taking the time to read the contract and for your interpretation. I agree with your interpretation of section 2.3 - i.e., "with ink and paper a magical exclusion can be granted within an exclusive territory" - but I think that there is more to it than that.

Referring back to the definitions:

1.9. “Eontec Licensed Products” shall mean any product the manufacture, use, offer for sale, sale or importation of which by Eontec would, but for this Agreement, infringe a valid claim of an LMT Licensed Patent in a jurisdiction where such valid claim exists or that incorporates or uses any element of the LMT Licensed Technical Information in its design or manufacture.

I believe that 1.9 means that an Eontec product that does not infringe an LMT patent (e.g., a product made from DM105) would not be an "Eontec licensed Product."

1.24. “LMT Licensed Products” shall mean any product the manufacture, use, offer for sale, sale or importation of which by LMT would, but for this Agreement, infringe a valid claim of an Eontec Licensed Patent in a jurisdiction where such valid claim exists or that incorporates or uses any element of the Eontec Licensed Technical Information in its design or manufacture.

I believe that 1.24 means that LMT product that does not infringe an Eontec patent (e.g., a product made from LM105) would not be an "LMT licensed Product."

Looking at section 2.3:

2.3. Territories. Eontec shall take such action and measures as shall be necessary to ensure that Eontec Licensed Products are not sold or resold in or into the LMT Exclusive Territory by Eontec or any other party in the chain of distribution (whether as a part of a finished product assembled or produced by a third party or otherwise) without first obtaining the prior written consent of LMT. LMT shall take such action and measures as shall be necessary to ensure that LMT Licensed Products are not sold or resold in or into the Eontec Exclusive Territory by LMT or any other party in the chain of distribution (whether as a part of a finished product assembled or produced by a third party or otherwise) without first obtaining the prior written consent of Eontec.

I interpret the first sentence of 2.3 to mean that Eontec is prohibited from selling "Eontec Licensed Products" (i.e., products made from LM105) into LMT Exclusive Territory without LMT's prior written approval. IMO, this prohibition only applies to "Eontec Licensed Products" (i.e., products made from LM105), and does not apply to non-Eontec Licensed Products (i.e., products made from DM105). Consequently, IMO, this agreement does not prevent Eontec from selling DM105 in LMT Exclusive Territory.

The second sentence provides the limitations on where LMT can sell LMT Licensed Products (i.e., products made using LM105).

[joshuaeyu]

ALL IN THE FAMILY

1.1 By definition, neither Eontec or Lugee Li are considered affiliates of LMT.

LMT China and Meon Magnesium are affiliates of Li and Eontec

Things have changed a bit since March 2016.

Base on following definition of "Affiliates" and "Control"

“Affiliate” shall mean, with respect to any specified person or entity, any corporation, limited liability company or other legal entity which directly or indirectly controls, is controlled by, or is under common control with specified person or entity or its successors or assigns.

For the purposes of this Agreement, “control” shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding shares on a fully diluted basis or other voting rights of the specified entity to elect directors or managers, or the right to direct or cause the direction of the management and policies of the specified entity whether by contract or otherwise; and the terms “controlling” and “controlled” have meaning correlative to the foregoing.


Lugee Li might have indirectly gained "control" of LMT Board with Steipp departure and Abi step down of COB. Hence Lugee Li is considered affiliates of LQMT



Interesting thing is the specific reference of Meon Magnesium and LMT China.

Meon Magnesium is the JV between Eontec and Cloud Metal which was started in 2015 and double down with Eontec investment in 2017 and triple down with latest NPO in 2018

LMT China (family tree definition) was shown to the whole world with thousands of participant in a Global Trade Show in 2017.

..............................LQMT-CHINA...............................
.......................................||.........................................
.......................................V.........................................
........=================================....
........||.............................||...................................||...
........V.............................V..................................V....
Yi Hao Metal..........LiquidMetal.....................Eontec

Note Yi Hao Metal is a JV between Eontec/LK Machinery/East Zirconium
That is the group leading the charge for last mile of "commercialization" of BMG
Some folks here might have met the leader in that group in last year OH.




ALL IN THE FAMILY