From the Master Agreement

Mosaic ImmunoEngineering is a nanotechnology-based immunotherapy company developing therapeutics and vaccines to positively impact the lives of patients and their families.

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l2007s

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From the Master Agreement

posted on Jan 07, 2010 07:38PM

From the Master Agreement

3.6 Intellectual Property.

(a) Except as set forth on Schedule 3.6(a), Patriot owns exclusively all right, title and interest in and to the MSD Patents, free and clear of any and all Liens, encumbrances or other adverse ownership claims, and Patriot has not received any notice or claim challenging Patriot's ownership of the MSD Patents or suggesting that any Person, other than TPL and Moore, has any claim of legal or beneficial ownership with respect thereto, nor, to Patriot's knowledge, is there a reasonable basis for any claim that Patriot does not have such good and valid title to the MSD Patents.

4.6 Intellectual Property.

(a) TPL has a valid and subsisting license to the MSD Patents from Moore. Except as disclosed on Schedule 4.6(a), TPL has not received any notice or claim challenging TPL's rights with respect to the MSD Patents or suggesting that any Person, other than Patriot and Moore, has any claim of legal or beneficial ownership with respect thereto, nor, to TPL's knowledge, is there a reasonable basis for any such claim.

5.5 Intellectual Property.

(a) Except as set forth on Schedule 5.5(a), Moore owns exclusively all right, title and interest in and to the MSD Patents, free and clear of any and all Liens, encumbrances or other adverse ownership claims, and Moore has not received any notice or claim challenging Moore's ownership of the MSD Patents or suggesting that any Person, other than TPL and Moore, has any claim of legal or beneficial ownership with respect thereto, nor, to Moore's knowledge, is there a reasonable basis for any claim that Moore does not have such good and valid title to the MSD Patents.

Is it possible for Moore to find a way to terminate this subsisting license with TPL?Correct me if I am wrong but doesn’t a subsisting license mean that it has not been suspended or cancelled and does NOT mean that it can’t be suspended or cancelled?If Moore can find a way to terminate his license with TPL, and invalidate any claim to exclusive ownership by TPL, then how would this Master Agreement still be valid?