`
`
`
`Exhibit K
`
`
`
`
`
`
`Case 1:14-cv-02396-PGG-SN Document 191-11 Filed 11/01/19 Page 2 of 7
`
`Confidential Outside Counsel Only
`
`ARE_00000690
`
`Network-1 Confidential & Cox Confidential
`
`October 27, 2011
`
`NETWORK-1 SECURITY SOLUTIONS, INC.
`
`Acquisition of Patent Portfolio
`SUMMARY OF TERMS
`
`Introduction
`
`Purchase of Patent
`Portfolio:
`
`Ingemar Cox, Inc.
`This TERM SHEET (“Term Sheet”) between Dr.
`residing at 38 Floodgate Hill, Apt 7, London, EC4MDE
`(“Cox”),
`and Network-1
`Inc.
`Solutions,
`Security
`(“Seller”)
`England
`(“Network-1” or “the “Company”) a Delaware corporation, with
`1018, New York, N.Y.
`at 445 Park Avenue, Suite
`offices
`(“Purchaser”) summarizes the principal terms of a proposed sale of
`Cox’s Patent Portfolio (defined below) to Network-1.
`
`certain
`owns
`applications,
`Cox
`patent
`provisional
`patent
`applications, patents, and/or related foreign patents and applications
`the “Patent Portfolio”).
`a “Patent”, collectively,
`(individually,
`
`Cox wishes to sell to Network-1 all right, title, and interest in the
`Patent Portfolio and the causes of action to sue for
`infringement
`thereof and other
`rights.
`enforcement
`Network-1 wishes to purchase from Cox all right, title, and interest
`free and clear of any restrictions,
`in the Patent Portfolio,
`claims, and encumbrances.
`
`liens,
`
`Network-1 shall acquire the Patent Portfolio owned by Cox subject
`to the terms described herein.
`
`included in the Patent Portfolio are (i)
`the
`Patents
`The Patents
`issued by the United States Patent and Trademark Office and more
`fully described in Exhibit A hereto, and (ii) all pending patent
`applications relating to the Patent Portfolio issued or filed with the
`United States Patent Office and any patent authorities outside the
`as more fully described in Exhibit B, and (iii)
`United
`States,
`provisional patent application, now expired, as more fully described
`in Exhibit C.
`
`Closing
`
`The parties shall use commercially reasonable good faith efforts to
`
`
`
`Case 1:14-cv-02396-PGG-SN Document 191-11 Filed 11/01/19 Page 3 of 7
`
`Confidential Outside Counsel Only
`
`ARE_00000692
`
`Network-1
`
`Confidential
`
`Stock.
`
`Cooperation:
`
`the reasonable request of Network-1, Cox will execute and
`At
`deliver such other instruments and do and perform such other acts
`or desirable
`for
`be
`and things as may
`effecting
`necessary
`the consummation of
`the
`transactions
`contemplated
`completely
`including, without
`limitation, execution,
`acknowledgement,
`hereby,
`recordation of other such papers, and using
`and
`commercially
`reasonable efforts to obtain the same from the respective inventors.
`
`Cox will also assist Network-1
`in performing pre-closing due
`diligence on the Patent Portfolio and providing and obtaining
`prompt production of pertinent
`facts and documents,
`otherwise
`giving testimony, execution of petitions, oaths, powers of attorney,
`and other
`declarations or other papers
`assistance
`specifications,
`
`3
`
`
`
`Case 1:14-cv-02396-PGG-SN Document 191-11 Filed 11/01/19 Page 4 of 7
`
`Confidential Outside Counsel Only
`
`ARE_00000693
`
`Network-1
`
`Confidential
`
`reasonably necessary for filing patent applications, enforcement or
`to the claims under the
`other actions and proceedings with respect
`Network-1’s hereby agrees to reimburse Dr. Cox’s pre-
`Patents.
`approved out of pocket legal and other due diligence expenses in an
`amount not to exceed $25,000. As a condition to the Closing, Cox
`shall enter into a consulting agreement with Network-1 on terms to
`in the continued prosecution and/or
`be agreed upon to assist
`enforcement and/or licensing of the Patent Portfolio.
`
`Network-1 will compensate Cox for any reasonable, documented
`after Closing in connection with any prosecution,
`disbursements
`enforcement or other action regarding the Patent Portfolio, provided
`an advance, written
`that Cox shall have furnished Network-1
`estimate of the costs for such assistance and Network-1 shall have
`agreed in writing to pay such costs.
`
`
`
`Case 1:14-cv-02396-PGG-SN Document 191-11 Filed 11/01/19 Page 5 of 7
`
`Confidential Outside Counsel Only
`
`ARE_00000694
`
`Network-1
`
`Confidential
`
`Binding/Non-Binding:
`
`for the “Cooperation”;
`“Confidentiality" and
`"Exclusivity”;
`Except
`"Fees and Expenses" provisions hereof which are binding as set
`this Term Sheet shall be non-binding and
`forth in those provisions,
`to the execution of a mutually acceptable
`definitive
`is subject
`agreement.
`
`
`
`Case 1:14-cv-02396-PGG-SN Document 191-11 Filed 11/01/19 Page 6 of 7
`
`Confidential Outside Counsel Only
`
`ARE_00000696
`
`Network-1 Confidential
`
`en
`
`By:
`
`Name: —
`
`Title:
`
`Date: fen
`
`Dr.
`
`Ingemar Cox
`
`arn RRO
`
`Lad,
`
`By:
`Name
`Title:
`
`
`
`Case 1:14-cv-02396-PGG-SN Document 191-11 Filed 11/01/19 Page 7 of 7
`
`Confidential Outside Counsel Only
`
`ARE_00000697
`
`Network-1 Confidential
`
`US Patent # 7,058,223
`US Patent # 8,010,988
`US Patent # 8,020,187
`
`US Patent App 11/977,202
`
`US Provisional App 60/232,618
`
`Exhibit A
`
`Exhibit B
`
`EXHIBIT C
`
`
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