FINAL REPORT

Search title:

No. Unique code Type Licensor

Know-how,
License, TerraSphere
1 RR20141003T05001
Trademark, Systems, LLC
Technology, Patent

License,
Eco Global
2 RR20130125T01001 Technology,
Corporation
Patent, Trademark
Examples

General

Licensor’s activities Licensee Licensee’s activities

Licensor has developed a system of

Urban Agricultural Licensee was organized to conduct urban
modules and processes for growing
Corp. indoor vertical farming business.
plants in a controlled environment.

Licensee intends to design, manufacture

and market customized concrete block
products, interlocking concrete blocks,
Accelerated roofing structures, light concrete
Acquisitions XI, Inc. aggregate panels and a 'kit system' of a
pre-fabricated houses or structures on a
standard format or custom made basis
according to customer blue prints.
 I. Identification

Description of object Geographical scope

Global grant – for sales,

License under 'TerraSphere' trademark, technology, system (including
distribution and promotion
specialized equipment, nutrient delivery system, lighting equipment and
of licensed plants;
software), patents and know-how related to growing plants in a controlled
Commonwealth of
environment to grow, promote, market, sell and distribute fruits, vegetables,
Massachusetts – for plant
herbs and spices.
growing and production

License under technology, patent and trademark rights to make, use and
apply certain technology known as 'Block Construction System' (concrete
Global grant
interlocking modular blocks system, which can be safely and efficiently
assembled without any mortar).
 I. Identification of intangibles and legal owner of intangibles

Limitations

Date of
Effective date Cessation date Duration terms
agreement

License shall continue until the later of:

27/06/2010, 27/06/2025,
27/06/2010 period of 15 years or expiration of the
unspecified unspecified
last-to-expire of the licensed patents.

11/03/2041, License shall continue for a period of 30

11/03/2011 11/03/2011
projected years.
 Restrictions

Restrictions of the use, exploitation,

Class of product limitation Exclusivity reproduction, further transfer, and further
development

Yes; Licensor has

an option to convert
license to non-
Licensee has no right to sublicense; Both
exclusive, in which
parties have a right to assign the license.
case no further
minimum royalties
will be payable.
Licensee has a right to transfer the license;
Licensee has a right to sublicense and
sublicensees shall be prohibited from either
assigning its sublicense or granting further
sublicenses; Licensee has no right to assign
Yes
the license; Licensor will not directly or
indirectly compete with licensee, nor the
license, authorize or permit any third party
to compete with licensee with respect to the
use of the licensed technology.
 Specific features

Stage of
Extent and duration of legal Useful
develop Rights to enhancements, revisions, and updates
protection life
ment

License includes 4 issued and 1

pending U.S. patent, 9 foreign
patents (8 pending and 1
abandoned); If licensor does not
file, prosecute or maintain patents
Improvements to licensed plant growing system
related to its improvements to
made by licensor shall be included in the license;
licensed growth system, licensee
Licensee shall make available to licensor (on
may assume such responsibilities
royalty-free and non-exclusive basis)
at its own cost, and if licensee
improvements made by licensee.
does not perform same
responsibilities in connection with
its improvements, licensor may
assume such responsibilities at its
own cost.
The license includes the use of Licensor shall retain all rights to the improvements,
US patent with an expiration date but such improvements shall also be a part of the
of 16/5/2025. license.
 Expectation of future benefit
Research and
development

√
√√√
√
Marketing

√√√
Design and control of
research and marketing
programs
Functions

√√
Defense and protection of
intangibles
√√
√√

Quality control over

functions performed
√√

Unsuccessful research
and development

Unsuccessful marketing
(Numbers from 1 to 4 reflect the distribution of functions, risks, costs and asse
Risks
Functio
 Unsuccessful marketing

Product obsolescence,
technological advances

Risks

√
of competitors

√√√
√√
Infringement, time
consuming and costly
defense

√√
Functional analysis

Product liability

√
√√√
Bear the costs to support
the performance of

√
functions

√√√
Bear the costs when
relevant risks come to
fruition
√

Provide compensation to
other parties performing
the functions
√√√

Research and
Costs & assets

development costs
√
√√√

Marketing costs
ns, risks, costs and assets between the parties. The first column represents Licensor, the second - Licensee.)

√√√

Knowledge of own
employees
 II. Characterization of the transaction
censee.) involving intangibles

Transaction
involving the
use of
Knowledge of own

intangibles in
Transaction
employees

Transaction connection
involving
involving with the sale of
transfer of Royalty rate Base
transfer of goods or the
rights in
intangible provision of
intangibles
services (no
rights in
intangibles are
acquired)

√ √ 5,00 % Net sale

√ 3,00 % Gross revenue

 III. Remuneration

Other payments

Licensee shall pay to licensor a license issue fee of US $1,000,000

for each facility constructed for licensed plant growing and minimum
annual royalty of US $60,000 (increasing by $6,000 per year until
minimum royalty per licensed facility is $78,000).

Licensee shall pay 3% of all royalties and fees received from

sublicenses.
 Compensation details Document title

Licensee shall pay to licensor a royalty of 5% of net sales

of licensed plants sold by licensee, its agents or
distributors; Royalties shall be payable as long as licensor
TerraSphere License
owns an issued patent for licensed technology, provided
Agreement
that if obligation to pay royalties is based solely on licensed
technology (not including patents), such obligation shall
continue for 15 years after the first commercial sale.

Licensee shall pay licensor a royalty of 3% of all gross

LICENSING
revenues resulting from the use of the technology by
AGREEMENT
licensee.
 IV. Reference

Patent/trademark No. Patent/trademark synopsis

Method and apparatus for growing plants includes an

US20060196118,
enclosed vessel having a growth medium containing a plant
US20080110088,
seed or seedling
Audio in the upper
visual materials; DVDs;partCDs;
thereof and a free
software; space
Printed
CA2499512, CA2599694,
below into which plant
educational androots can enter,
training a mechanism
materials; Building to feed
EP1858316,
water and nutrients and
materials35Business to the vessel toservices
consulting saturateinthe growth
the field of
WO2008156538,
medium, a mechanism
construction, to remove
manufacturing and excess waterConstruction
distribution; and nutrients
US20070251145,
afterservices;
reachingEducational
saturation, and training
a mechanism to regulate
services; A block the
WO2010110844,
amounts, intervals
construction systemand rates of
includes water and self-aligning
interlocking, nutrients being fed
blocks
CA2659658
that can be used fortooptimum
construct plant growth.with mortarless
structures
joints. A typical block has a top face that is formed with a
raised, substantially flat horizontal portion that extends
between a pair of longitudinally aligned rounded edges.
US77439024; US7305803B2 Longitudinally aligned horizontal stop surfaces extend from
each rounded edge. A bottom face of the block is formed
with a pair of longitudinally aligned stop surfaces and a
substantially flat portion that is positioned between and
recessed from the stop surfaces. For two stacked blocks, the
recessed portion of the top block receives and engages the
raised portion of the bottom block preventing lateral
movement of one block relative to the other. To interlock
adjacent blocks on a common course, one end face of each
block is formed with a vertically aligned tongue and the other
end face is formed with a corresponding groove.
 Patent/trademark image link Link Image

http://www.sec.gov/Archives/
edgar/data/1381324/000116
768710000026/aqum8k0820
10ex22.htm
http://www.sec.gov/Archives/
https://patentscope.wipo.int/s
edgar/data/1381324/000116
earch/en/detail.jsf?
768711000005/urbanag10k1
docId=US41716284
23110.htm
http://www.sec.gov/Archives/
edgar/data/1381324/000116
http://www.sec.gov/Archives/
768710000026/aqum8k0820
http://www.wipo.int/branddb/ edgar/data/1497917/000107
10.htm
en/showData.jsp? 997411000214/aaxi8kex101
ID=USTM.77439024 _31711.htm
https://patentscope.wipo.int/s http://www.sec.gov/Archives/
earch/en/detail.jsf? edgar/data/1497917/000107
docId=US40474320 997411000214/aaxi8k_3172
011.htm
 Range Royalty rate

Maximum 5.0
Upper quartile 5.0
Median 4.0
Lower quartile 3.0
Minimum 3.0