EXHIBIT 10.5 PATENT ASSIGNMENTIP Intellectual Property License Assignment Agreement |
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EXHIBIT 10.5
PATENT ASSIGNMENT
THIS PATENT ASSIGNMENT (this "Assignment") is executed and delivered as of
this 6th day of August, 2004 ("Effective Date") by D.D.S. Technologies, Ltd., a
United Kingdom company ("Assignor"), to and in favor of DDS TECHNOLOGIES USA,
INC., a Nevada corporation with its principal office at 150 East Palmetto Park
Road, Suite 510, Boca Raton, Florida 33432 ("Assignee").
WHEREAS, Assignor wishes to assign to Assignee, and Assignee wishes to
obtain from Assignor, all of the Assignor's rights, title and interest in and to
all of the inventions and patent rights, including, but not limited to, the
United States and foreign patents, set forth on Schedule A attached hereto
(collectively, the "Patents").
NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor hereby sells, assigns, transfers and sets over to Assignee Assignor's
entire right, title and interest in and to the Patents, for the United States
and for all foreign countries, including, without limitation, any continuations,
divisions, continuations-in-part, reissues, reexaminations, extensions or
foreign equivalents thereof, and including the subject matter of all claims that
may be obtained therefrom, and all other corresponding rights that are or may be
secured under the laws of the United States or any foreign country, now or
hereafter in effect, for Assignee's own use and enjoyment, and for the use and
enjoyment of Assignee's successors, assigns or other legal representatives, at
least as fully and entirely as the same would have been held and enjoyed by
Assignor if this Assignment had not been made, together with all income,
royalties, damages or payments due or payable as of the Effective Date or
thereafter, including, without limitation, all claims for damages by reason of
past, present or future infringement or other unauthorized use of the Patents,
with the right to sue for and collect the same for its own use and enjoyment,
and for the use and enjoyment of its successors, assigns or other legal
representatives.
Assignor hereby authorizes and requests the Commissioner of Patents and
Trademarks, and the corresponding entities or agencies in any applicable foreign
countries, to record Assignee as owner of the Patents.
Assignor represents and warrants that: (i) Assignor's interest in and to
the Patents (including the corresponding rights set forth above) is free and
clear of any liens, security interests or other encumbrances of any kind; (ii)
Assignor has the full right and authority to execute this Assignment and to
assign to Assignee the rights assigned herein); and (iii) Assignor has not
executed, and will not execute, any agreement or other instrument in conflict
herewith.
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