ITEM
1.01
|
Entry
into a Material Definitive Agreement.
|
On March 8, 2018, Marathon Patent Group, Inc.,
a Nevada corporation (collectively with its subsidiaries and affiliates, the “
Company
”) and its subsidiary,
Clouding Corp., a California corporation (“
Clouding
”) entered into a Settlement Agreement and Release of Claims
(the “
Settlement Agreement
”) with Symantec Corporation (“
Symantec
”). Pursuant to the Settlement
Agreement, in consideration for an undisclosed amount, Symantec agreed to settle its disputes and dismiss the actions brought
against the Company, Clouding, IP Navigation Group, LLC, Clouding IP, LLC, William J. Carter, and Erich Spangenberg, each with
prejudice. The first case commenced in the Superior Court of California for the County of Los Angeles (the “
Los Angeles
Action
”) and Symantec thereafter filed a second case in the United States District Court for the District of Delaware
(the “
Delaware Action
”) naming IP Navigation Group, LLC and Erich Spangenberg as defendants.
Under
the terms of the Settlement Agreement, the Marathon Releasees, Clouding Releasees and the Other Defendant Releasees (as such terms
are defined in the Settlement Agreement) will be released from claims from any and all claims or causes of action based upon,
related to, or arising from the allegations that were made, or could have been made, with respect to the subject matter of the
pleadings filed in the Los Angeles Action and the Delaware Action, and as further set forth in the Settlement Agreement. The Settlement
Agreement contains no admission of wrongdoing, liability or obligation to any of the other parties, except as otherwise set forth
therein.
Within
five (5) court days of payment of the undisclosed consideration set forth in the Settlement Agreement, Symantec shall cause the
dismissal with prejudice of any and all claims, actions, proceedings, lawsuits, and causes of action it has filed against any
of the Marathon Releasees, the Clouding Releasees, and/or any of the Other Defendant Releasees including, without limitation,
the entirety of the Los Angeles Action and of the Delaware Action.
In
addition, pursuant to the Settlement Agreement, the Company will not initiate or continue any judicial or administrative proceeding
anywhere in the world against Symantec, its affiliates, or any of its or their suppliers, distributors or customers, based upon
any claim that the manufacture, use, sale, license, distribution, offer for sale, offer for license, import, export, or other
exploitation of a Symantec Product (as defined in the Settlement Agreement) constitutes infringement of any patent.
The
foregoing description of the terms of the Settlement Agreement set forth in this Item 1.01 is not complete and is qualified in
its entirety by reference to the full text of the Settlement Agreement by and between the Company and Symantec Corporation, which
Settlement Agreement is filed as Exhibit 10.1 hereto