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PATENT RIGHTS PURCHASE SALE AGREEMENT

Intellectual Property IP Rights Security Agreement

PATENT RIGHTS PURCHASE  SALE

                          

                                    AGREEMENT | Document Parties: Ingen Technologies, Inc. | a Georgia corporation  |  Francis McDermott, You are currently viewing:
This Intellectual Property IP Rights Security Agreement involves

Ingen Technologies, Inc. | a Georgia corporation | Francis McDermott,

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Title: PATENT RIGHTS PURCHASE SALE AGREEMENT
Governing Law: California     Date: 11/7/2005

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EXHIBIT 10.26

 

                          PATENT RIGHTS PURCHASE & SALE

                          -----------------------------

                                    AGREEMENT

                                    ---------

 

                                    A. PARTIES

 

         This agreement is entered into this 11th day of July, 2005 by and

between Ingen Technologies, Inc., a Georgia corporation doing business in

California ("Ingen") and Francis McDermott, a resident of California

("grantor").

 

                             B. RECITALS AND SUMMARY

 

         Ingen is in the business of providing oxygen sensing and warning

technology to medical, private and governmental markets. Grantor is the inventor

of certain technology utilized by Ingen in the design and manufacture of its

BAFI and OxyAlert product lines. The technology is patented. United States

Patents No. 6,326,896 B1 (December 4, 2001) and No. 6,137,417 (October 24, 2000)

("the patents") are attached as exhibits "A" and "B," respectively, hereto (and

incorporated herein as a part hereof by this reference). The parties entered

into an exclusive licensing agreement for use of the patents on or about June

24th, 1999 ("licensing agreement" - see Exhibit "C" hereto, incorporated herein

as a part hereof by this reference). Grantor is selling all of his right, title

and interest in the patents to Ingen as provided in this Agreement.

 

                      C. PURCHASE & SALE; PRICE AND TERMS

 

         Grantor hereby sells and Ingen hereby purchases all right and title of

grantor to the patents, including, but not limited to, the patents themselves

and foreign rights of priority for both patents. Grantor represents and warrants

that except for the licensing agreement attached hereto as Exhibit "C," there

are no encumbrances of any nature or kind on the patents and all rights of any

nature thereto, and further, that grantor is conveying full right and title to

the patents and all rights of any nature thereto to Ingen (devoid of any

infringement problems and all claims by other parties, private and

governmental).

 

         Ingen, in acquiring full right and title to the patents and all rights

of any nature thereto, is free to utilize all such rights and title to the

fullest extent permitted by law. However, any use of the technology as embodied

in the patents is subject to this Agreement, including, but not limited to (as

required) the payment of the royalty in C. 3. below.

 

         There are 3 components to the purchase price for the patents and all

rights as aforesaid:

 

 

                                       1

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         1.        Ten thousand dollars ($10,000) (U.S.), payable in full upon

                  the signing of this agreement.

 

         2.        The issuance of two million (2,000,000) shares of restricted

                  common shares of Ingen; the stock certificate to be issued as

                  soon as is practical (after the signing of this Agreement) by

                  Ingen's transfer agent.

 

         3.        Payment of four percent (4%) of the gross profits of all

                  products of Ingen utilizing the technology embodied within the

                  patents (if and when any such royalties become due). Payment

                  shall be within thirty (30) days of the close of each calendar

                  quarter for the life of the patents. Grantor, with 10 business

                  days advance written notice, may, with a qualified

                  representative, inspect the relevant books of Ingen to audit

                   compliance with this subsection. Any such inspections shall be

                  at grantor's expense and are limited to one inspection per

                  calendar year (and must be at least 90 days apart).

 

                       D. COMPLIANCE WITH SECURITIES LAWS

 

         The parties understand that this Agreement is in the nature of a

"security" as defined under applicable state and federal law. This is because a

portion of the purchase price for the patents is payable in restricted

securities of Ingen.

 

         It is understood that this Agreement will not be registered with any

state or federal securities regulatory authority and that the parties are

relying upon exemptions from registration under state and federal law, or, the

parties are relying on a federal law "private placement" exemption that

pre-empts state law. No state or federal securities regulator has read or passed

upon the merits or adequacy of this Agreement. The certificate evidencing

ownership of common stock in Ingen will contain a restrictive endorsement

prohibiting transfer (without permission obtainable under very limited

circumstances).

 

                            E. ASSIGNMENT OF PATENTS

 

         Immediately after this Agreement is signed, the parties shall execute

an Assignment of Patent as prepared by Ingen within a form substantially similar

to the form as contained within Exhibit "D" hereto. Exhibit "D" is incorporated

herein as a part hereof by this reference. Ingen shall prepare, and the parties

shall also immediately execute, a United States Patent and Trademark Office Form

PTO-1595. Ingen shall, as soon as is practical thereafter, record the Form

PTO-1595 and Assignment of Patent (at Ingen's expense) with the United States

Patent and Trademark Office. The parties agree to expeditiously prepare and sign

any other document needed to effectuate this transaction to its fullest degree.

 

                                       2

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             F. CANCELLATION OF LICENSING AGREEMENT; MUTUAL RELEASE

 

         Immediately upon the signing of this Agreement, the Exclusive Licensing

Agreement, as contained in Exhibit "C" hereto, is cancelled and is of no further

force and effect except as provided for herein. Grantor represents and warrants

that he received 200,000 shares of Ingen common stock as contained in 1. of the

licensing agreement. Any employment contract between Ingen and Grantor as

referenced in 1. of the licensing agreement is also cancelled and is of no

further force and effect.

 

         1. GENERAL, MUTUAL RELEASE; NON-ADMISSION OF LIABILITY

 

         This Mutual General Release shall not in any way be construed as an

admission that either party has acted wrongfully with respect to the other party

or any other person, and both parties specifically disclaim any liability to or

wrongful acts against the other party or any other person, on the part of

himself, herself and their respective employees or agents, if any. In fact, the

parties are not aware of having done anything to harm the interests of the other

party.

         2. COMPLETE RELEASE BY BOTH PARTIES.

 

                  (a) Except as herein otherwise agreed, each party hereby

irrevocably and unconditionally releases, acquits and forever discharges the

other and each of their present and former agents, directors, officers,

employees, representatives, attorneys, spouses, other family members and anyone

associated with the other having anything to do with the relationship of the

parties, and all persons acting by, through, under or in concert with any of

them from any and all charges, complaints, claims, liabilities, obligations,

promises, agreements, controversies, damages, actions, causes of action, suits,

rights, demands, costs, losses, debts and expenses (including attorneys' fees

and costs actually incurred) of any nature whatsoever, known or unknown,

suspected or unsuspected, including, but not limited to, rights arising out of

alleged violations of any contracts, express or implied, any covenant of good

faith and fair dealing, express or implied, or any tort, or any federal, state

or other governmental statute, regulation, or ordinance. This paragraph shall

have no applicability to Claims, if any, based totally on events occurring after

the date of this Agreement and/or on the provisions of this Agreement.

 

                  (b) Except as herein otherwise agreed, each party hereby

irrevocably and unconditionally releases, acquits and forever discharges the

other from any and all charges, complaints, claims, liabilities, obligations,

promises, agreements, controversies, damages, actions, causes of action, suits,

rights, demands, costs, losses, debts and expenses (including attorneys' fees

and costs actually incurred) of any nature whatsoever, known or unknown,

suspected or unsuspected as of the date of the execution of this Agreement, by

reason of any act or omission concerning any matter, cause, or thing.

 

                                       3

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         3.   KNOWING AND VOLUNTARY WAIVER BY THE PARTIES

 

         The parties expressly waive and relinquish all rights and benefits

afforded by Section 1542 of the Civil Code of the State of California, and do so

understanding and acknowledging the significance of such specific waiver of

Section 1542. Section 1542 of the Civil Code of the State of California states

as follows:

                  "A general release does not extend to claims which the

creditor does not know or suspect to exist in his favor at the time of executing

the release, which if known by him must have materially affected his settlement

with the debtor."

         Thus, notwithstanding the provisions of Section 1542, and for the

purpose of implementing a full and complete release, the parties expressly

acknowledge that this Mutual General Release is intended to include in its

effect, without limitation, all claims which the parties do not know or suspect

to exist at the time of execution hereof, and that this Mutual General Release

contemplates the extinguishment of any such claim or claims and any right to sue

regarding any such claim or claims (except for uncured breaches of this

Agreement occurring after the date first written above).

 

                   G. REPRESENTATIONS AND WARRANTIES OF INGEN

 

         Ingen represents and warrants that it is properly formed and in good

standing in the state of Georgia and that it has and will continue to operate

its business in a commercially reasonable manner, in accordance with industry

standards.

 

         Ingen represents and warrants that it will continue to use its best

efforts to manufacture and sell its products using the technologies embodied in

the patents for the length of time of this Agreement, or for as long as

commercially viable (in the reasonable judgment of Ingen); whichever comes

first. If and when sales are made, Ingen will dutifully collect and timely pay

grantor's royalty as contained herein regardless of whether the royalty is due

from sales of its products or as a result of a licensing agreement with another

party.

 

         Ingen represents and warrants that it will take no conscious actions

(or omissions) that will intentionally devalue the patents. Ingen agrees,

subject to reasonable economic constraints and within Ingen's product sales

territories or the United States (whichever area is greater), to defend the

patents against infringement and other forms of illegal exploitation by others.

 

         Ingen represents and warrants that it knows of no reason (economic,

legal or otherwise) why it should not enter into this Agreement. Ingen does not

represent or warrant that the terms of this Agreement are any more or less

favorable to grantor than any other terms might have been and further, that

Ingen accepts no responsibility for any potential legal, economic and/or tax

ramifications of this Agreement to the grantor.

 

                                        4

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              H. FURTHER REPRESENTATIONS AND WARRANTIES OF GRANTOR

 

         1. The grantor has received and carefully reviewed, a


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