Preamble

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.

2 Territory

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 IPEXCHANGE LTD.
Account number 848-119939-838
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.

7 Warranties by Seller

7.1 Seller warrants and represents to be the sole, unencumbered owner of the Assigned IP Rights and to be solely entitled to dispose of the Assigned IP Rights. Unless otherwise notified to the Purchaser, the Seller has not granted to a third party any licenses or any other authorization to use the Assigned IP Rights and covenants to refrain from such act before the becoming effective of the Assignment.
7.2 Seller shall be liable for the validity of the Assigned IP Rights and to its knowledge, that the exploitation of the Assigned IP Rights does not infringe any third-party rights. Seller shall not be liable for any third-party rights of prior use. However, Seller warrants not to be aware of any anticipatory prior art or third-party rights of prior use, or any other dependencies which would hinder an unimpeded exploitation. Seller furthermore warrants that until execution of the Agreement, no third party has requested the cancellation of the Assigned IP Rights or threatened or announced a cancellation request or any other challenge of ownership to or validity of the Assigned IP Rights.
7.3 Seller shall not be liable for the technical utility and performance of the Assigned IP Rights. Purchaser shall be solely responsible for the faultless manufacture/ performance of any applications on the basis of the Assigned IP Rights. Purchaser shall indemnify Seller and hold Seller harmless against any product liability claims.

8 Confidentiality

8.1 The parties shall mutually engage to keep confidential the Assignment and any information exchanged or to be exchanged during the term of this Agreement, as well as any knowledge gained about fundamentals, working methods, manufacture, new developments, improvements and other details relating to the Assignments and business procedures relating to the implementation of the Agreement, even if these have not been explicitly determined as secret or confidential. The confidentiality obligation shall not extend to information with respect to which Purchaser proves that it was already public or disclosed to the public by third parties without any involvement of Purchaser at the time of the Commencement Date. The confidentiality obligation shall not extend to information which was already in Purchaser’s possession prior to its disclosure by Seller. In this case, Purchaser shall promptly notify Seller to have already had knowledge of such information before. Purchaser shall do so providing suitable evidence.
8.2 Purchaser shall make available the information only to employees that are bound by a non-disclosure undertaking.
8.3 Each of the parties shall impose the confidentiality provisions stipulated herein on all employees and any external third parties who may obtain useable knowledge of the Assignment in connection with their activity for respective party. To the extent legally permissible, this confidentiality obligation shall be imposed on the employees for a period beyond the termination of their employment and shall be subject to a contractual penalty.
8.4 Confidentiality shall be maintained beyond the Term of the Agreement, until the Assigned IP Rights have expired.

9 Conclusion of the Agreement

The Agreement shall come into effect on the Commencement Date which is the day on which the offeree of the other party’s offer has accepted the terms of this Agreement by activating the “Accept Button” on its respective Messages page.

10 Place of Performance, Dispute Resolution

10.1 The place of performance shall be Seller’s Place of Business as specified in this Agreement.
10.2 If, and to the extent that any such dispute, controversy or claim has not been settled pursuant to the mediation within 90 days of the commencement of the mediation, it shall, upon the filing of a Request for Arbitration by either party, be referred to and finally determined by arbitration in accordance with the WIPO Expedited Arbitration Rules. Alternatively, if, before the expiration of the said period of 90 days, either party fails to participate or to continue to participate in the mediation, the dispute, controversy or claim shall, upon the filing of a Request for Arbitration by the other party, be referred to and finally determined by arbitration in accordance with the WIPO Expedited Arbitration Rules. The arbitral tribunal shall consist of a sole arbitrator. The place of mediation and arbitration shall be Geneva, Singapore or New York, unless otherwise agreed by the parties. The language to be used in the mediation and the arbitral proceedings shall be English, unless the parties agree on a different language. The dispute, controversy or claim referred to arbitration shall be decided in accordance with the law of the place of arbitration.

11 Written Form Requirement, Miscellaneous

11.1 It is the parties´ mutual understanding that no additional agreements exist neither oral nor in writing outside this Agreement. Any amendments, additions and supplements to this Agreement shall only be valid if mutually agreed by the parties in writing. The requirement of written form cannot be modified unless in writing.
11.2 If individual provisions in this Agreement are invalid, the validity of the remaining provisions shall remain unaffected. The parties shall replace any invalid provision by a new provision which displays as closely as possible the economic result intended by the invalid provision.

Patents to be assigned

Exhibit A

Patent or application no.

Country

Filing date

Title of patent and first named inventors

CA 2335996

CA

06 / 23 / 1998

Lorem Ipsum is simply dummy text of the printing and typesetting industry. Lorem Ipsum has been the industry’s standard dummy text ever since the 1500s, when an unknown printer took a galley of type and scrambled it to make a type specimen book. It has survived not only five centuries, but also the leap into electronic typesetting, remaining essentially unchanged.
Rudolf Ritter

CA 2335996

CA

06 / 23 / 1998

Lorem Ipsum is simply dummy text of the printing and typesetting industry. Lorem Ipsum has been the industry’s standard dummy text ever since the 1500s, when an unknown printer took a galley of type and scrambled it to make a type specimen book. It has survived not only five centuries, but also the leap into electronic typesetting, remaining essentially unchanged.
Rudolf Ritter

CA 2335996

CA

06 / 23 / 1998

Lorem Ipsum is simply dummy text of the printing and typesetting industry. Lorem Ipsum has been the industry’s standard dummy text ever since the 1500s, when an unknown printer took a galley of type and scrambled it to make a type specimen book. It has survived not only five centuries, but also the leap into electronic typesetting, remaining essentially unchanged.
Rudolf Ritter

List of initial deliverables

Exhibit A

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Morbi faucibus, metus eu dictum adipiscing, sem nunc condimentum magna, accumsan ornare nunc metus quis lorem. Integer volutpat tincidunt felis vitae facilisis. Maecenas venenatis lacinia magna vitae pulvinar. Mauris augue elit, suscipit eu mi sit amet, dignissim convallis magna. Morbi luctus eros vel arcu rutrum, vel consectetur urna consectetur. Praesent pulvinar est erat, eu ullamcorper massa fringilla sit amet. Nullam at dolor nec quam eleifend facilisis. Vivamus vitae laoreet enim, quis rutrum elit. Sed nec dolor ultrices, fringilla ligula sit amet, fringilla sem. Quisque condimentum condimentum velit, non volutpat felis vulputate sed.

Sed malesuada, lectus sed accumsan eleifend, mauris leo vestibulum neque, eu aliquet dui nunc eu felis. Maecenas sit amet faucibus nisi, ac rutrum leo. Ut facilisis sapien dolor, molestie rutrum est laoreet ac. Aliquam vestibulum massa sapien, ac fringilla nulla elementum faucibus. Ut eget eros sem. Phasellus nec volutpat quam. Sed suscipit vehicula odio, sed accumsan nisl iaculis sit amet. Donec non iaculis turpis. Proin volutpat mauris vel massa rutrum, pharetra aliquam lacus ornare. Etiam a metus ac est ullamcorper sollicitudin. Aliquam ac metus molestie, laoreet tortor elementum, rutrum mi. Nullam sodales blandit risus.

Aliquam laoreet pretium faucibus. Phasellus ante lectus, aliquet in laoreet non, pretium sed eros. Phasellus sed justo id mauris ultrices placerat. Donec lectus lacus, dapibus condimentum lorem ut, imperdiet lacinia nisi. Vivamus id laoreet nulla. Praesent vestibulum purus justo, in fermentum tortor tempor non. Aenean tristique imperdiet nulla sit amet varius. Proin mi sapien, faucibus a tincidunt at, semper at eros. Sed porttitor neque id tellus suscipit, et porttitor nisl consectetur. Nulla id sagittis ante. Morbi ut magna nulla. Ut tortor elit, eleifend at malesuada sit amet, sodales sit amet turpis. Vivamus molestie odio interdum, feugiat sapien vitae, cursus lorem.

Vestibulum dictum sit amet neque eget lobortis. Etiam mattis metus vel ultricies posuere. Donec laoreet erat nec convallis ornare. Phasellus tempus velit nec dui placerat, id auctor nulla blandit. Etiam id luctus ligula. Suspendisse tristique diam sit amet congue pellentesque. Quisque cursus augue nec tortor feugiat interdum. Donec pellentesque varius nisi eget facilisis. In placerat velit non ultrices sagittis. Aliquam rhoncus pulvinar odio ut consequat. Phasellus vel odio sapien.

Existing encumbrances / licenses

Exhibit A

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Morbi faucibus, metus eu dictum adipiscing, sem nunc condimentum magna, accumsan ornare nunc metus quis lorem. Integer volutpat tincidunt felis vitae facilisis. Maecenas venenatis lacinia magna vitae pulvinar. Mauris augue elit, suscipit eu mi sit amet, dignissim convallis magna. Morbi luctus eros vel arcu rutrum, vel consectetur urna consectetur. Praesent pulvinar est erat, eu ullamcorper massa fringilla sit amet. Nullam at dolor nec quam eleifend facilisis. Vivamus vitae laoreet enim, quis rutrum elit. Sed nec dolor ultrices, fringilla ligula sit amet, fringilla sem. Quisque condimentum condimentum velit, non volutpat felis vulputate sed.