Nautilus 2003 Annual Report Download - page 70

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(LICENSOR)
and
DIRECT FOCUS, INC.
(A Washington Corporation)
(LICENSEE)
This Agreement is the complete and exclusive statement of Licensor’s and Licensee’s obligations and responsibilities to each other and
supersedes any other proposal, representation, or other communication by or on behalf of Licensor relating to the subject matter hereof. This
Agreement shall become effective when both Licensor and Licensee have executed this Agreement.
1.
LICENSE
1.1
Licensed Intellectual Property. Licensor owns, and warrants to Licensee that its ownership comprises rights sufficient to grant exclusively
to Licensee the rights so granted herein, to U.S. Patent 5,336,146 and U.S. Patent Des. 406,621 and all follow-
on and supplemental utility
and design patents either filed or pending or which may be filed in the future and any common law or registered trademarks covering the
name “Tread Climber” (hereinafter referred to as “Patent” and/or “Trademark”). Goods incorporating the Patent shall be “Licensed
Goods.
”
A copy of the Patent shall be attached to this Agreement and listed as Exhibit A hereto.
1.2
License Grant.
A. Licensor hereby grants to Licensee an exclusive worldwide right and license to all of Licensor’
s rights and interest in the Patent and
Trademark, including the right to sublicense to others, to manufacture, have manufactured, import, use, sell, or otherwise distribute
or dispose of Licensed Goods.
1.3
Patent Notice/Location of the Mark.
A. Licensed Goods shall be marked with the patent numbers in a manner that allows the consumer to be easily informed upon
examination of Licensed Goods of the patented nature of the Licensed Product.
2.
WARRANTIES AND PROPRIETARY RIGHTS
2.1 Warranty of Title. Licensor represents and warrants to Licensee that Licensor has all necessary rights, power and authority to enter into
and perform this Agreement and to grant the licenses granted to Licensee herein. Licensor represents that Licensor has experience in
research and development regarding products related to the Patent and has made reasonable efforts to ascertain regarding the Patent, the
absence of infringement or misappropriation of any third party rights in any patent, copyright, trademark, trade secret or any other
proprietary rights and that there are no claims known of any third party which, if upheld, would impair Licensor’s right to enter into this
Agreement, or that would, in any way, restrict or limit Licensee’s ability to manufacture or market products worldwide using the
Licensed Goods. Licensor has not granted any prior licenses which would interfere with or restrict in any way its ability to grant the
License to Licensee.