UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
W ashington, DC 20549
FORM 8-K
  Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): February 12, 2013
 
 
 
GraphOn Corporation
 
(Exact Name of Registrant as Specified in Charter)
 
 
Delaware
0-21683
13-3899021
(State or Other Jurisdiction of Incorporation)
Commission File Number
(IRS Employer Identification No.)
 
1901 S. Bascom Avenue, Suite 660
 
95008
Campbell, CA
 
 
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant's telephone number, including area code: (800) 472-7466
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 1.01.
Entry into a Material Definitive Agreement

On February 4, 2013, GraphOn Corporation (the “Company”) entered into an IP Brokerage Agreement (the “Agreement”), with ipCapital Licensing Company I, LLC, a Delaware limited liability company (“ipCLC”). John Cronin, a partner at ipCLC, also serves on the Board of Directors of the Company.  Pursuant to the Agreement, the Company has engaged ipCLC, on a no-retainer basis, to identify and present the Company with candidates who may be seeking to acquire a certain limited  group of the Company’s patents unrelated to the Company’s current business strategy. If during the applicable term the Company enters into an agreement with any candidate presented by ipCLC to acquire or otherwise exploit the covered patents, the Company will pay ipCLC a fee of ten percent (10%) of the royalties, fees, and other consideration paid over the life of the agreement.

The Agreement is effective as of February 4, 2013, and will end eighteen (18) months after the Company or ipCLC serves sixty (60) days written notice of termination to the other party (with earlier termination possible in the event of a material breach).

The Agreement provides for customary confidentiality undertakings, limitations on ipCLC’s total liability and mutual indemnification provisions.

The Company believes the terms of the Agreement are fair and reasonable to the Company and are at least as favorable to the Company as those that could be obtained on an arms’ length basis.  A copy of the Agreement is attached hereto as Exhibit 1.01 and is incorporated herein by reference. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement.

Item 9.01
Financial Statements and Exhibits
 
(d)
Exhibits
 
IP Brokerage Agreement, dated as of February 4, 2013
 
 
 
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
GraphOn Corporation
 
 
 
Dated: February 15, 2012
By:
/s/ Robert Dixon
 
 
 
 
 
Robert Dixon
 
 
 
 
 
Interim Chief Financial Officer
 
 
EXHIBIT 1.1
 
ipCapital Licensing Company
 
IP CAPITAL LICENSING COMPANY I; LLC
IP BROKERAGE AGREEMENT
 
This IP Brokerage Agreement (the "Agreement"), effective as of February 4, 2013 ("Effective Date"), is made by and between ipCapital Licensing  Company I, LLC , a Delaware limited liability company having an office at 426 Industrial Avenue, Suite #150, Williston, VT, 05495-4459, USA ("ipCLC"),  and   GraphOn, a corporation, having an office at 1901 S. Bascom Avenue, Suite 660, Campbell, California 95008 USA ("Client").
 
1. 
PRELIMINARY STATEMENT
 
ipCLC provides services related to the sale and license of intellectual property to a variety of business clients. ipCLC has developed extensive knowledge and experience in defining opportunities for its clients in monetizing the value of their intellectual property.  Client desires to engage ipCLC to present Client with one or more Candidates, which may be seeking intellectual property owned by Client, for the  purpose  of  exploiting  such  intellectual  property. ipCLC  is  willing  to  enter  into  such  an engagement.
 
In view of the foregoing, ipCLC and Client desire to enter into the present Agreement, and in consideration of the mutual promises and covenants contained herein, the parties agree as set forth herein.
 
2. 
ipCLC  SUCCESS FEE
 
If Client enters into an IP Agreement related to those IP rights separately identified in writing or email by Client to ipCLC (and confirmed by ipCLC) on or after the date hereof referencing this Agreement (the "IP Rights") with Candidate pursuant to this Agreement, then except as otherwise provided in this Agreement, Client will pay ipCLC the following success fee (the "Success Fee"):

Ten percent (10%) of the royalties, fees and other consideration paid over the life of the IP Agreement.
 
3. 
DURATION, TERMINATION AND CONSEQUENCES OF TERMINATION
 
This Agreement is effective upon the Effective Date and, unless terminated sooner in accordance with any of the provisions herein, shall remain in full force and effect until either party serves sixty days (60) written notice of termination to the other party. The "Termination Date" is the date determined by adding sixty (60) days to the date of the notice of termination.   The "End  Date" is determined by adding eighteen months (18) to the Termination Date.   Either party shall have the right to terminate this Agreement if the other  party breaches any material obligation hereunder by providing  written notice of such breach to the other party and affording said other party a forty-five (45) day cure period. Such termination shall become automatically effective unless such other party shall have remedied the  breach prior to the expiration of the forty-five (45) day cure period. Client shall have·no obligation to pay the Success Fee to ipCLC with respect to any IP   Agreement with Candidate relating to the IP Rights unless Client enters into such IP   Agreement with such Candidate before the End Date.
 
IP Brokerage Agreement Confidential and Proprietary
ipCapita l Licensing   Company   •   426 1ndustrial   Avenue,   Suite   #150   •   Williston , VT   05495-4459
Phone : (802)   859-7800   •   Fax : (802)   859-0183
 
 
 
 
4.
CONFIDENTIALITY
 
4.1               Confidential Information shall include the terms and conditions of this Agreement, the terms and conditions of any and all agreements between Candidate and Client, the fact that Client is considering entering into, may enter into, or has entered into any IP   Agreement with Candidate, any and all agreements between Candidate and other third parties involving the IP   Rights and any actions taken by Client to enforce the IP Rights or any licensing or other agreements resulting therefrom, any patent applications, any information pertaining to patent applications, and any information identified by either of the parties to this Agreement as "confidential,'' but shall specifically exclude the following information (except that the terms and conditions hereof shall always be kept confidential and shall not · be subject to the following exceptions):
 
(a) which, as shown by written records, was in the non-disclosing party's  possession prior to receipt from the disclosing party; or
 
(b) which is, at the time of disclosure, or thereafter becomes a part of the public domain through no act or omission by the non-disclosing party; or
 
(c) which is, thereafter lawfully disclosed to the non-disclosing party by a third party which did not acquire the information under an obligation of confidentiality from or through the disclosing party; or
 
(d) which is,  subsequent to  disclosure, independently developed by the  non-disclosing party without reference to the Confidential Information of the disclosing party.
 
4.2             The party receiving Confidential Information (the "Recipient") from  the disclosing party ("Discloser") may only use such Confidential Information iu furtherance of the purposes of this Agreement and may only disclose such Confidential Information, on a need-to-know basis, to: (a) its employees; (b) employees of its parent and subsidiary companies or affiliates, and in the case of Client, with its members; (c) its directors; (d) its investors; and   (e) its legal counsel, auditors and consultants. Before disclosure to any such party, Recipient will have an agreement in place requiring the party to treat .Confidential Information in accordance with the use and disclosure restrictions contained in this Agreement. Recipient may disclose Confidential Information to the extent required by law; provided, however, that Recipient must give the disclosing party prior written notice and make a reasonable effort to obtain a protective order.
 

4.3              Recipient shall protect the disclosed Confidential Information by usiug the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the C'..onfidential Information, as Recipient uses to protect its own confidential information of a like nature.
 
IP Brokerage Agreement Confidential and Proprietary
ipCapita l Licensing   Company   •   426 1ndustrial   Avenue,   Suite   #150   •   Williston , VT   05495-4459
Phone : (802)   859-7800   •   Fax : (802)   859-0183
 
 
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4.4              A disclosing party can require the return of its Confidential Infomation  by sending a written notice to the Recipient.  The Recipient will have thirty   (30) days after receipt of the written notice to return the Confidential Infomation to the disclosing party.
 
5.
LIMITATION OF LIABILITY
 
5.1              NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT OR EXEMPLARY DAMAGES ARISING OUT OF TillS AGREEMENT, INCLUDING LOST PROFITS OR COSTS OF COVER, LOSS OF USE OR BUSINESS INTERRUPTION OR THE LIKE, REGARDLESS OF WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
 
5.2              IPCLC'S TOTAL, CUMULATIVE LIABILITY UNDER TillS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF THE CONSIDERATION RECEIVED FROM CLIENT UNDER THIS AGREEMENT DURING THE TWO (2) YEAR PERIOD IMMEDIATELY PRECEDING IPCLC'S RECEIPT OF THE FIRST WRITTEN NOTICE OF DAMAGES.
 
5.3              THE LIMITATIONS OF SECTION 9.1 AND 9.2 WILL APPLY, REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE AND REGARDLESS OF WHETHER A CLAIM OR ACTION SOUNDS IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, CONTRIBUTION, INDEMNITY OR ANY OTHER LEGAL THEORY.
 
6.
INDEMNIFICATION
 
6.1              ipCLC hereby agrees that Client, its affiliated entities, and their respective officers, directors, investors, employees, and agents (together, the "Client Indemnitees") shall be held harmless and be indemnified  by ipCLC for any liability, loss, damages or expenses, including reasonable attorney's fees, suffered by the Client Indemnitees by virtue of any acts or omissions or alleged acts or omissions arising out of ipCLC's activities hereunder.
 
6.2               Except for as provided in Section 10.1, Client hereby agrees that ipCLC, its affiliated entities, and their respective officers, directors, investors, employees, and agents (together, the "ipCLC Indemnitees") shall be held harmless and be indemnified by Client for any liability, loss, damages or expenses (including reasonable attorney's  fees) suffered by the ipCLC Indemnitees by virtue of any acts or omissions or alleged acts or omissions arising out of Client's activities with Candidate relating to IP Rights ipCLC introduced to Candidate hereunder; .Client will defend, cooperate in the defense of, hold  harmless  and  indemnifY, including  reasonable  attorney's  fees, ipCLC  and  ipCLC  personnel from claims from any Candidate relating to the introduction ofiP Rights to the Candidate by either ipCLC or Client.
 
ForipCLC: For   Client:
 
IP Brokerage Agreement Confidential and Proprietary
ipCapita l Licensing   Company   •   426 1ndustrial   Avenue,   Suite   #150   •   Williston , VT   05495-4459
Phone : (802)   859-7800   •   Fax : (802)   859-0183

 
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John Cronin
Eldad Eilam
 
Managing Director
Director, President, and CEO
 
ipCapital Licensing Company I, LLC
GraphOn Corporation
 
426 Industrial Avenue, Suite 150
1901 S. Bascom Avenue, Suite 660
 
Williston, VT 05495-4459
Campbell, California 95008
 
USA
USA
 
IN   WITNESS WHEREOF, this Agreement has been executed by duly authorized representatives of the parties on the dates below.
 
Signed on behalf of:   Signed on behalf of:  
           
ipCapital Licensing Company I, LLC
  GraphOn Corporation  
         
By: /s/  John Cronin   By: /s/ Eldad Eilam  
           
Name:
John Cronin   Name:
Eldad Eilam
 
Title:
Partner   Title: Director, President, and CEO  
Date: 2/12/2013   Date: 2/12/2013  
 
IP Brokerage Agreement Confidential and Proprietary
ipCapita l Licensing   Company   •   426 1ndustrial   Avenue,   Suite   #150   •   Williston , VT   05495-4459
Phone : (802)   859-7800   •   Fax : (802)   859-0183
 
 
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