Exhibit 10.3
PATENT ASSIGNMENT AGREEMENT
This Patent Assignment
Agreement (this "Agreement") is entered into as
of ___________________,
2004
(the "Effective Date"), by and between
ParkerVision, Inc., a corporation organized in the state of Florida
("Assignor"), and Thomson Licensing, S.A., a corporation organized in France
("Assignee").
RECITALS
WHEREAS, Assignor
and Assignee are parties to that certain Asset
Purchase Agreement, dated February 25, 2004
(the "Purchase Agreement"); and
WHEREAS, pursuant to
the Purchase
Agreement,
Assignor has agreed
to
irrevocably transfer and assign to Assignee all of its right, title and
interest, on a worldwide basis, in, to and under certain patents and patent
applications as set forth herein;
NOW, THEREFORE, for
good and valuable
consideration, the
receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
AGREEMENT
1. CAPITALIZED TERMS. Capitalized terms used but not
defined herein shall have
the meanings for such terms that are set
forth in the Purchase Agreement.
2.
ASSIGNMENT
2.1 Patent
Assets. Assignor hereby irrevocably sells, transfers,
conveys, assigns and delivers all of its
right, title and interest of every kind
and character throughout the world, including all reissues, continuations,
divisonals in, to and under the Patent
Assets (including,
without limitation,
the patents and patent applications set forth in Exhibit A hereto) to
the full
extent of its ownership or interest
therein, including,
without limitation, all
rights and causes of action for
infringement or misappropriation (past, present
or future) of any Patent Asset, all rights to apply for or
register any of the
foregoing, and any and all other rights and interests arising out of, in
connection with or in relation to the Patent
Assets. At Closing,
Seller shall
execute and deliver to Patent Purchaser a
confirmatory
assignment covering each
applicable Patent Asset for filing with the
United States Patent
and Trademark
Office in the form attached hereto as Exhibit B (such form,
the "Confirmatory
Assignment").
2.2 Further Actions.
Upon Assignee's
request, Assignor will
promptly
take such other actions as may be
reasonably necessary to vest, secure, perfect,
protect or enforce the rights and
interests of Assignee in, to and under the
Patent Assets, and Assignee shall pay for Assignor's actual and reasonable
expenses and costs. Such actions shall
include, without
limitation, the
prompt
execution and delivery of documents in
recordable
form (including the prompt
execution and delivery of additional
Confirmatory Assignments) and the provision
of documents and information useful or
necessary for Assignee or its affiliates,
designees or agents to file, prosecute or maintain any registration or
application for any Patent Asset, or pursue
or defend any administrative, court,
or other legal proceeding involving any of
the Patent Assets.
2.3 Later Acquired
or Enlarged Rights. In the event that Assignor
hereafter acquires, by agreement, operation of law or otherwise,
ownership or
other additional or greater interest in the Patent
Assets than that
assigned
1
<PAGE>
hereunder, such later-acquired rights will automatically be subject to this
Agreement such that such rights are assigned to Assignee hereunder as if
Assignor had possessed them on the
Effective Date.
2.4 Appointment. In the event that Assignee is unable, after
reasonable
notice to Assignor, for any reason
whatsoever, to secure Assignor's signature to
any document that is reasonably necessary
to vest, secure,
perfect, protect
or
enforce the rights and interests of Assignee in and to the Patent Assets,
Assignor hereby irrevocably designates and appoints Assignee and its duly
authorized
