Exhibit 10.22
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
ATTACHMENT 1 TO THE TERMINATION AGREEMENT
License Agreement
This License Agreement (“License Agreement”) is entered into as of March 22, 2023 (the “Effective Date”), by and between thinXXS Microtechnology GmbH, a German corporation (“thX”); and Talis Biomedical Corporation, a Delaware corporation (“Talis”). thX and Talis are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
Whereas, thX and Talis have entered into a certain Termination and Release Agreement concurrently herewith to terminate a prior relationship of the Parties; and
Whereas, in connection with such termination, thX is willing to license certain patent rights to Talis, and Talis desires to obtain from thX a license under such patent rights, in each case under the terms and conditions of this License Agreement.
Now, therefore, in consideration of the foregoing premises and the mutual promises, covenants and conditions contained in this License Agreement, the Parties agree as follows:
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For purposes of this Section 6.1, Confidential Information disclosed under this License Agreement shall not be deemed to be within such exceptions unless such information is readily accessible to the public in a written publication, and such exceptions shall not include information the substance of which must be pieced together from any number of different publications or other sources.
Each disclosing Party represents and warrants that as of the time of disclosure (i) it has all rights, title and ownership interest in and to the Confidential Information, and/or it has all the right and power to disclose the Confidential Information to the receiving Party; and (ii) to the best of its knowledge, such disclosure will not violate the terms of any agreement with, or any other obligation to, any Third Party.
Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 6.2.1 or 6.2.4, such Party shall promptly notify the other Party of such required disclosure, to the extent that it is legally authorized or permitted to so, and shall use reasonable efforts to
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obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the required disclosure.
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If to thX: thinXXS Microtechnology AG
c/o IDEX Corporation Legal Department
3100 Sanders Road, Suite 301
Northbrook, IL 60062
If to Talis: Talis Biomedical Corp.
3400 Bridge Parkway
Redwood City, CA 94065
Attention: Legal Dept.
[Signature Page Follows]
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In Witness Whereof, the Parties hereto have duly executed this License Agreement as of the Effective Date.
thinXXS Microtechnology GmbH | Talis Biomedical Corporation |
By: | /s/ Joseph Rytell | By: | /s/ Roger Moody |
Name: | Joseph Rytell | Name: | Roger Moody |
Title: | President | Title: | CFO |
Attachment 1 — Licensed Patents
Attachment 2 — thX Competitors
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Attachment 1
(Licensed Patents)
[***]
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Attachment 2
(thX Competitors)
[***]
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