Replies to post #176334 on Liquidmetal Technologies Inc (LQMT)

[iateclube]

Josh, that is pretty clear. However I cannot ignore the fact that given
Li's position in both entities, he can change that on both sides. Rewrite
the agreement. Who as a practical matter is going to stop it?

Don't mean to predict that is what will happen, but it is an uncertainty
and potential conflict of interest in respect to LQMT LF retail holders.
Yes I know there are boards of directors and courts but he is nonetheless in an interesting position.

[PatentGuy1]

Geographic exclusion with my filled in implication


Quote:
2.3. Territories. Eontec shall take such action and measures as shall be necessary to ensure that Eontec Licensed Products (in all form, shapes, and technology) 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 (in all form, shapes, and technology) 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


In simple English

LQMT is not allowed to sell any products into Eontec territory independent of technology.
e.g. if LQMT is to invent the next "life time" battery cells that can be charged from air, they will not be able to sell them in China without paying royalty to Eontec

Eontec is not allowed to sell any products into LQMT territory independent of technology.
e.g. Eontec will not be able to sell any magnesium or aluminum products in USA or Europe without paying royalty to LQMT

Any objection there........

The PLA clearly states that neither party shall not sell respective "Licensed Products" into the other party's exclusive territories - not "any product". Thus, to know the scope of the territorial exclusions, one must know the meaning of "Licensed Products."

The PLA defines the respective "Licensed Products" as the following:

“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.

(See, PLA, Article 1, section 1.9, https://www.sec.gov/Archives/edgar/data/1141240/000143774916027548/ex10-2.htm)
and

“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.

(See, PLA, Article 1, section 1.24)

In simple English

Eontec products that don't violate a LQMT patent are NOT "Eontec Licensed Products" as defined in the PLA.

Similarly, LQMT products that don't violate an Eontec patent are NOT "LQMT Licensed Products" as defined in the PLA.

The names for the definitions make sense (i.e., Licensed Products) because these are the products that you need a license in order to manufacture. The PLA is silent with regard to non-licensed products, i.e., products manufactured by one party that don't violate a patent of the other party.

LQMT is not allowed to sell "LMT Licensed Products" into Eontec exclusive territory
e.g. if LQMT is to invent the next "life time" battery cells that can be charged from air, they will be able to sell then in China without paying royalty to Eontec so long as the technology used make them does not violate an Eontec patent.

Eontec is not allowed to sell "Eontec Licensed Products" into LQMT exclusive territory
e.g. Eontec will be able to sell any magnesium or aluminum products in USA or Europe without paying royalty to LQMT so long as the technology used make them does not violate an LQMT/CIP patent

[JoTu]

Eontec is not allowed to sell any products into LQMT territory independent of technology.
e.g. Eontec will not be able to sell any magnesium or aluminum products in USA or Europe without paying royalty to LQMT

Any objection there........

that is fantastic no objection here.