Whereas Seller is the owner of one or several patents. Whereas Purchaser is interested in obtaining Seller’s patent(s) subject to the following terms and conditions of this Agreement.
1 Assigned IP Rights
The subject matter of the Agreement comprises the Assigned IP Rights, as defined and in the scope specified in Annex A to this Agreement.
The Territory shall comprise the country or countries specified in Annex A to this Agreement.
3 Sale and Assignment
3.1 Subject to the condition precedent of receipt of the Purchase Price on the Escrow Account pursuant to Clause 5 hereof, Seller hereby sells and assigns to Purchaser the Assigned IP Rights in the Territory (hereinafter “Assignment”). The Assignment shall encompass the Assigned IP Rights to the extent that they are protected in the Territory for the full term of their protection. In the event that one or several of the Assigned IP Rights granted expire in one or several of the countries of the Territory, the Assignment shall cease to be effective in such country or countries.
3.2 The Purchaser shall be free to assign and sub-license the acquired Assigned IP Rights to any third party.
4 Purchase Prices
4.1 In consideration of the sale and assignment of the Assigned IP Rights, Purchaser shall pay to Seller the Purchase Price as specified in Annex A. The Parties agree that a Commission of 12 % on the net Purchase Price shall be deducted from the Purchase Price for the services rendered by ipnexus.com, except where the Seller is an academic institution or non-profit research institute, in which case a Commission of 4% shall be deducted.
4.2 The Purchase Price shall become due 3 business days after complete accord has been reached by the parties with respect to all terms of this Agreement and its attachments.
4.3 Any applicable taxes shall be added to the Purchase Price. All bank charges and fees incurred for the transfer of monies are borne by the Purchaser.
4.4 Each party is responsible for the payment of taxes, levies or similar charges in accordance with applicable laws. If any tax, levy or similar charge is imposed upon or becomes applicable to any payment, the parties hereto shall use commercially reasonable efforts to cooperate to obtain or qualify for an exemption or otherwise mitigate such imposition or applicability, which cooperation shall include, without limitation, upon request, providing each other with all documentation and fulfilling all other requirements that may be necessary to so mitigate such imposition or applicability.
4.5 In the event of delayed payment of the Purchase Price, 8 % interest shall be applied on the amount due from the time of maturity.
5 Payment of Purchase Price into Escrow Agreement; Fee for ipnexus.com
5.1 Payment of the Purchase Price shall be made in full to the following Escrow Account held by ipnexus.com:
|Beneficiary Bank Name||HSBC Hong Kong|
|Beneficiary Bank Address||1 Queen’s Road Central, Hong Kong|
|Beneficiary Bank Code||004 (for local payment)|
|SWIFT Address: (for international payments)||HSBCHKHHHKH (for wire transfers)|
The Purchaser is fully discharged from payment of the Purchase Price once the full Purchase Price amount is received on the Escrow Account.
5.2 Upon receipt of the Purchase Price on the Escrow Account, the Seller receives notification by ipnexus.com that the Purchase Price has been received and the Assignment has thus become effective. Seller shall notify ipnexus.com of a bank account to which the Purchase Price reduced by the Commission shall be paid. Seller is liable for all bank charges and deductions resulting from the payment transfer.
6 Registration of the Assigned IP Rights
6.1 Purchaser shall be entitled from the Assignment becoming effective pursuant to Section 5.2, to effect at its own expense a change in the ownership in the official register of the competent Patent Office.
6.2 Seller shall at its own expense assist the Purchaser in any change of registration of ownership or other change necessary by the competent Patent Office to evidence the change of title in the Assigned IP Rights. In particular, Seller shall consent to the transfer of the Assigned IP Rights and notify the competent Patent Office thereof.
6.3 Upon change of the registration, the Purchaser shall send a copy of the registration of the patent to ipnexus.COM.