TECHNOLOGY TRANSFER AGREEMENT

 

                                                              EXHIBIT 10.10 

[Confidential treatment has been requested for portions of this exhibit, the 
confidential portions have been redacted and are denoted by [**].  The 
confidential portions have been separately filed with the commission.]

                         TECHNOLOGY TRANSFER AGREEMENT

          THIS TECHNOLOGY TRANSFER AGREEMENT (the "Agreement") is made and
entered into, effective May 19, 1995 ("Effective Date"), by and between Suat
Yeldener Ph.D. ("Yeldener"), who resides at 58 - 14 Fox Run Drive, Plainsboro,
New Jersey 08536, and Voxware, Inc. ("Voxware") a Delaware corporation having
its principal place of business at 172 Tamarack Circle, Skillman, N.J. 08558.

                                   WITNESSETH

          WHEREAS, Yeldener is the inventor, developer, and owner of the
Technology as that term is defined and described on Schedule 1; and
                                                    ----------     

          WHEREAS, Yeldener wishes to assign to Voxware and Voxware wishes to
acquire all right, title and interest in and to the Technology;

          NOW, THEREFORE, in consideration of the mutual promises and
obligations set forth in this Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged by this
Agreement, Voxware and Yeldener agree as follows:

                                   ARTICLE 1

                                  Definitions
                                  -----------

          1.1 "Agreement" has the meaning given that term in the first paragraph
of this Technology Transfer Agreement.

          1.2  "Bonus Date" shall mean the later of (i) the Ownership Date and
(ii) the date Voxware notifies Yeldener that it has finished its due diligence
and has, in its sole discretion, determined that the Technology does not
infringe any third party's intellectual property rights.

          1.3 "Bonus Options" has the meaning given that term in Section 3.2.

          1.4 "Effective Date" has the meaning given that term in the first
paragraph of this Agreement.

          1.5  "Ownership Date" shall mean the date on which counsel for Voxware
determines that Yeldener has provided evidence satisfactory to counsel for
Voxware that Yeldener has title to and owns the Technology.

          1.6 "Purchase Option" has the meaning given that term in Section 3.1.

          1.7 "Technology" has the meaning given to that term in Schedule 1.
                                                                 ---------- 

          1.8 "Voxware" has the meaning given that term in the first paragraph
of this Agreement.

          1.9 "Yeldener" has the meaning given that term in the first paragraph
of this Agreement.

                                   ARTICLE 2

                            Conveyance of Technology
                            ------------------------

          2.1  Effective as of the Effective Date, Yeldener hereby assigns,
transfers and conveys to Voxware all of his right, title and interest throughout
the world in and to the Technology.

          2.2  At the request of Yeldener, Voxware in its sole discretion, and
on terms satisfactory to Voxware, may grant Yeldener a limited, non-exclusive
license to use the Technology for research purposes only; it being understood by
Yeldener that any such license shall prevent him from using the Technology for
commercial purposes.

                                   ARTICLE 3

                                 Consideration
                                 -------------

          3.1  Subject to the terms and conditions set forth in this Agreement
and if Yeldener provides evidence satisfactory to counsel for Voxware that
Yeldener owns the Technology, Voxware shall issue to Yeldener on the Ownership
Date, options (the "Purchase Options") to purchase an aggregate of 25,000 shares
of common stock, $.001 par value, of Voxware.  The agreement for the Purchase
Options is attached hereto as Exhibit A.  Subject to the terms of the option
                              ---------                                     
agreement, the Purchase Options shall be exercisable for a ten-year period
commencing on the Effective Date and shall have an exercise price of $0.75
(U.S.) per share.

          3.2  Subject to the terms and conditions of this Agreement and if: (i)
Yeldener provides evidence satisfactory to counsel for Voxware that Yeldener
owns the Technology, and (ii) patent counsel for Voxware renders an opinion that
the principal components of the Technology do not infringe any third party's
intellectual property rights, and (iii) Voxware reasonably believes it can use
the principal components of the Technology without infringing third parties
rights; then Voxware shall issue to Yeldener on the Bonus Date, options (the
"Bonus Options") to purchase an aggregate of 25,000 shares of common stock,
$.001 par value, of Voxware.  The agreement for the Bonus Options shall be
substantially the same as the agreement attached hereto as Exhibit A (except for
                                                           ---------            
the period during which the Bonus Options are exercisable).  Subject to the
terms of the option agreement, the Bonus Options shall be exercisable for the
period commencing on the Bonus Date and ending on the date which is ten years
from the Effective Date, and shall have an exercise price of $0.75 (U.S.) per
share.

                                      -2-

                                   ARTICLE 4

                                  Termination
                                  -----------

          4.1  Voxware may terminate this Agreement at any time prior to the
Ownership Date by giving Yeldener written notice of termination.

                                   ARTICLE 5

                         Warranties and Representations
                         ------------------------------

          5.1 Yeldener represents and warrants to Voxware that:

              (a)  Other than the potential claims of Surrey University, he is
                   the owner and inventor of the Technology and that he has not
                   taken the proprietary or confidential ideas or concepts from
                   any third person or party, that he is entitled to enter this
                   Agreement and convey the rights granted hereunder;

              (b)  Other than the potential claims of Surrey University and the
                   assignments set forth herein, the Technology is free and
                   clear of all liens, encumbrances, pledges, options,
                   restrictions or licenses;

              (c)  The use of the Technology does not infringe any patent,
                   trademark or copyright belonging to Yeldener (other than
                   those assigned hereunder) nor has it been misappropriated nor
                   is there any misuse by Yeldener of trade secret, know-how or
                   confidential information of another.

          5.2  Voxware represents and warrants to Yeldener that:

               (a)  It is a corporation duly organized under the laws of the
                    State of Delaware;

               (b)  It is qualified to do business in good standing in New
                    Jersey;

               (c)  Its execution, delivery and performance of this Agreement
                    and the consideration herein set forth have been duly
                    authorized by all necessary corporate action; and

               (d)  The shares have been duly authorized and upon issuance
                    pursuant to the terms hereof and for the consideration
                    herein set forth will be validly issued, fully paid and non-
                    assessable.

                                      -3-

                                   ARTICLE 6

                                   Indemnity
                                   ---------

          6.1  Voxware agrees to indemnify and hold Yeldener harmless from any
liabilities, costs and expenses (including attorney's fees and expenses),
obligations or causes of action arising out of or related to any breach of the
representations and warranties made by Voxware herein.

          6.2  Yeldener agrees to indemnify and hold Voxware and its officers,
trustees, employees, agents and representatives harmless from any liabilities,
costs and expenses (including attorney's fees and expenses), obligations or
causes of action arising out of or related to any breach of the representations
and warranties made by Yeldener herein.

                                   ARTICLE 7

                        Protection of Technology Rights
                        -------------------------------

          7.1  Yeldener shall cooperate with Voxware to whatever extent
necessary to secure the protection of Voxware's rights in the Technology,
including providing any necessary assistance to secure copyright, trademark or
patent protection.

          7.2  Yeldener shall use all reasonable efforts to keep confidential
the Technology and any documentation, representation, or manifestation of the
Technology.  This confidentiality requirement shall not apply to information
which:

               (a)  Is disclosed in a publicly available document or is or
                    becomes part of the public domain through no fault of
                    Yeldener; or

               (b)  Is disclosed to Yeldener by an unrelated third party not
                    subject to an obligation of confidentiality to Voxware; or

               (c)  Is required by law or court or governmental order to be
                    disclosed; provided that Yeldener shall not disclose such
                    information prior to giving Voxware reasonable notice to
                    afford Voxware an opportunity to object to such disclosure.

                                   ARTICLE 8

                         Independent Contractor Status
                         -----------------------------

     8.1  Yeldener and Voxware acknowledge and agree that Yeldener is a full
time employee of Voxware, that Yeldener developed the Technology as an
independent contractor prior to his employment with Voxware, that nothing in the
relationship between Yeldener and Voxware related to the Technology shall be
construed to create

                                      -4-

now or in the future any other relationship, including any joint venture,
partnership, fiduciary relationship, or similar relationship between the
parties.  Nothing herein contained shall be construed to grant Yeldener any
right to continued employment or to determine Yeldener's wages or salary or any
other benefits of employment.

                                   ARTICLE 9

                              Miscellaneous Terms
                              -------------------

     9.1  At any time upon the request of Voxware and Without further
consideration, Yeldener shall, and shall cause his trustees, employees, agents,
and affiliates to, execute and deliver any and all papers, including
assignments, and such other instruments of conveyance and transfer, and do any
and all other lawful acts that may be desirable in the opinion of Voxware to
secure, establish and maintain title in Voxware, its successors and assigns, to
the Technology, and give Voxware, its successors and assigns, the full benefit
of the assignments set forth herein, including cooperation and execution of all
papers and doing all other acts that may be necessary to prepare, procure or
enforce any United States or foreign patent or copyright registration on any of
the Technology.

     9.2  This Agreement is binding upon and shall inure to the benefit of
Voxware's and Yeldener's legal representatives, administrators and successors.

     9.3  Each party is responsible for its own expenses related to the
execution of this Agreement.

     9.4  This Agreement is governed by and shall be construed according to the
laws of the State of New Jersey.

     9.5  The terms of this Agreement including the attached schedules
constitute the entire agreement between the parties and supersede all previous
communications, written or oral, related to the subject matter of this document.
Neither Yeldener nor Voxware is bound by any previous agreement or understanding
related to the subject matter of this Agreement.

     9.6  No amendment or modification to this Agreement is effective unless in
writing and signed by authorized representatives of Yeldener and Voxware.

     9.7  Any notice required under this Agreement to be given by Yeldener to
Voxware or by Voxware to Yeldener shall be by registered or certified mail to
the address indicated below or to such other address as that party may designate
by such notice.

                                      -5-

     IN WITNESS OF THIS AGREEMENT, Yeldener and Voxware have executed this
Agreement in multiple originals by their authorized officers and
representatives.

SUAT YELDENER                    VOXWARE, INC.

/s/ Suat Yeldener                 By /s/ Kenneth H. Traub
- -----------------------------        -----------------------------
       Suat Yeldener                 Kenneth H. Traub
                                     Executive Vice President and
                                     Chief Financial Officer

                                      -6-

                                  Schedule 1.

                         Description of the Technology
                         -----------------------------

        [**]
                                      S-1

                                   Appendix A

                             STOCK OPTION AGREEMENT

                                      A-1

                                 VOXWARE, INC.

                             STOCK OPTION AGREEMENT
                             ----------------------

          This AGREEMENT is made and entered into, effective May 19,1995, by and
between VOXWARE, INC., a Delaware corporation (the "Company") and Suat Yeldener
Ph.D. (the "Optionee").

                              W I T N E S S E T H
                              -------------------

          WHEREAS, the Company desires to grant to the Optionee and the Optionee
desires to accept an option to purchase shares of common stock, $.001 par value,
of the Company (the "Common Stock") upon the terms and conditions set forth in
this agreement;

          NOW, THEREFORE, the parties hereto agree as follows:

          1.  Grant.  The Company hereby grants to the Optionee an option to 
              -----  
purchase 25,000 shares of Common Stock, at a purchase price per share of $0.75.
This option is intended to be treated as an option which does not qualify as an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").

          2.  Exercise.  Except as specifically provided otherwise herein, the 
              --------
Option will be exercisable at any time after the date hereof until termination.
The option may be exercised in whole or in part by delivering to the Secretary
of the Company (a) a written notice specifying the number of shares to be
purchased, and (b) payment in full of the exercise price, together with the
amount, if any, deemed necessary by the Company to enable it to satisfy any
income tax withholding obligations with respect to the exercise (unless other
arrangements acceptable to the Company are made for the satisfaction of such
withholding obligations). The exercise price shall be payable in cash or by bank
or certified check. The Company may (in its sole and absolute discretion) permit
all or part of the exercise price to be paid with previously-owned shares of
Common Stock, or in installments (together with interest) evidenced by the
Optionee's secured promissory note.

          3.  Termination.  Unless sooner terminated, to the extent not sooner
              -----------
exercised, the Option will terminate on May 19, 2005 and may not be exercised
under any circumstances thereafter.

          4.  Rights as Stockholder.  No shares of Common Stock shall be sold 
              ---------------------
or delivered hereunder until full payment for such shares has been made (or, to
the extent payable in installments, provided for). The Optionee shall have no
rights as a stockholder with respect to any shares covered by the option until a
stock certificate for such shares is issued to the Optionee. Except as otherwise
provided herein, no

                                      A-2

adjustment shall be made for dividends or distributions of other rights for
which the record date is prior to the date such stock certificate is issued.

          5.  Nontransferability.  The option is not assignable or transferable
              ------------------
except upon the Optionee's death to a beneficiary designated by the Optionee or,
if no designated beneficiary shall survive the Optionee, pursuant to the
Optionee's will and/or the laws of descent and distribution. During an
Optionee's lifetime, the option may be exercised only by the Optionee or the
Optionee's guardian or legal representative.

          6.  Securities Registration Required.  Notwithstanding anything 
              --------------------------------
herein to the contrary, the option may not be exercised unless and until such
time, if at all, as a registration statement covering the shares of Common Stock
issuable upon exercise of the option granted hereunder is filed with and
declared effective by the Securities and Exchange Commission under the
Securities Act of 1933, as amended.

          7.  Change in Control; Capital Changes.
              ---------------------------------- 

              (a) In the event of any stock split, stock dividend or similar
transaction which increases or decreases the number of outstanding shares of
Common Stock, appropriate adjustment shall be made by the Board of Directors of
the Company to the number and option exercise price per share of Common Stock
which may be purchased under the option.  In the case of a merger, consolidation
or similar transaction which results in a replacement of the Company's Common
Stock and stock of another corporation, the Company will make a reasonable
effort, but shall not be required, to replace the option granted hereunder with
comparable options to purchase the stock of such other corporation.

              (b) In the event of any adjustment in the number of shares
covered by any option pursuant to the provisions hereof, any fractional shares
resulting from such adjustment will be disregarded and each such option will
cover only the number of full shares resulting from the adjustment.

              (c) All adjustments under this Section 7 shall be made by the
Board of Directors of the Company, and its determination as to what adjustments
shall be made, and the extent thereof, shall be final, binding and conclusive.

          8.  No Employment Rights.  Nothing in this agreement shall give the 
Optionee any right to continue in the employ or service of the Company or a
subsidiary thereof, or interfere in any way with the right of the Company or a
subsidiary thereof to terminate the employment or service of the Optionee.

          9.  Miscellaneous.
              ------------- 

                                      A-3

              (a) This agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.

              (b) This agreement shall be governed by and construed in
accordance with the laws of the State of Delaware. This agreement constitutes
the entire agreement between the parties with respect to the subject matter
hereof and may not be modified except by written instrument executed by the
parties.

               IN WITNESS WHEREOF, this agreement has been executed as of the
date first above written.

SUAT YELDENER                     VOXWARE, INC.

/s/ Suat Yeldener                 By /s/ Kenneth H. Traub
- -----------------------------        -----------------------------
      Suat Yeldener                  Kenneth H. Traub
                                     Executive Vice President and
                                     Chief Financial Officer

                                      A-4 

Basic Info X:

Name: TECHNOLOGY TRANSFER AGREEMENT
Type: Technology Transfer Agreement
Date: July 18, 1996
Company: VOXWARE INC
State: Delaware

Other info:

Date:

  • May 19 , 1995
  • May 19,1995
  • May 19 , 2005

Organization:

  • Fox Run Drive
  • Voxware , Inc.
  • Technology Transfer Agreement
  • Conveyance of Technology
  • State of New Jersey
  • Securities and Exchange Commission
  • Control ; Capital Changes
  • Board of Directors of the Company
  • the State of Delaware

Location:

  • Plainsboro
  • Skillman
  • N.J.
  • New Jersey
  • United States
  • Delaware
  • Optionee

Money:

  • $ .001
  • $ 0.75

Person:

  • Optionee
  • Suat Yeldener Kenneth H. Traub