Patents Transfer Contract
Preface (Whereas)
-- Whereas, the Transferor (patent holder),
Dalian Fushi Bimetallic
Manufacturing Co., Ltd., owns the patents
attached in Annex 1.
-- Whereas, the Transferee, Dalian
Diversified Product Inspections Bimetallic
Cable Co., Ltd., desires to obtain the
patents aforesaid, based on its
acknowledgement of such patents.
-- Whereas the Transferor agrees to
transfer the patents to the Transferee.
The
Transferor agrees to transfer all of the patents listed in Annex 1
for
RMB 100,000 Yuan and both parties agree to
enter into this Contract. The
Transferee will become the legal owner of
these patents from the date on which
the patents transfer registration is
published by the Patent Office of P.R.C.
Article 1 Materials to be Transferred from
the Transferor to the Transferee (the
"Patent Materials")
1. All of
the application materials submitted to the Patent Office of
P.R.C., which may include descriptions,
applications, attached drawings,
excerpts or drawings attached to excerpts,
request letters, opinions,
statements, changes of the bibliographic
data, decisions to restore revoked
patents, and power of attorney etc;
2. All
documents issued by the Patent Office of P.R.C. to the
Transferor,
which may include the acceptance notice,
correspondences on any interim
decisions, patent issuance letters, patent
certificates and their duplicated
certificates;
3. All
license contracts (together with any contract exhibits) under
which
the Transferor has licensed the patents to
a third party;
4. All
documents evidencing the validity of the patents issued by the
Patent Office of P.R.C., which include 1)
the receipts evidencing the payment of
the most recent patent annual fee, any 2)
decisions issued by the Patent Office
of PRC, the Patent Appeal Committee, or the
People's Courts supporting the
validity of the patents in cases where any
third party petitions to revoke the
patents or declare the patents invalid;
5. All
approval documents issued by competent authority or the
relevant
competent department of the State Council
if the approval for the transfer in
this Contract is required.
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Article 2 Time, Place and Method to
Transfer the Patent Materials
1. Time to
Deliver the Patent Materials
The
Transferor shall transfer the Patent Materials to the
Transferee
within 10 days after paying the transfer
fee, after the Contract is effective.
2. Method
and Place to Deliver the Patent Materials
The
Transferor shall deliver the Patent Materials and the list for
the
Patent Materials to the Transferee in
person.
The delivery place shall be the place of
the Transferee.
Article 3 Exploitation and License of
Patent
If the
Transferor has commenced exploitation of the patents prior to
the
execution of this Contract, the transfer is
subject to the Transferor's prior
use and the Transferor can continue such
exploitation after the execution of
this Contract.
If the
Transferor has licensed the patents to any third party, its
rights
and obligations under the license
agreements shall be assigned to the Transferee
upon the effectiveness of this
Contract.
Article 4 Assignment Fee and Payment
The
assignment fee is RMB 100,000 Yuan, which shall be paid in cash by
the
Transferee to the Transferor within two
months after this Contract is executed
by both Parties.
Article 5 Revocation and Invalidation of
the Patent Right
In
accordance with Article 50 of the PRC Patent Law, if the
transferred
patents are revoked or declared invalid,
the Transferor is not required to
return the transfer fee to the Transferee,
and the Transferee is not required to
return the Transferred Materials to the
Transferor, if the Contract does not
violate the principle of fairness and the
Transferor did enter into this
Contract in bad faith or cause any loss to
the Transferee.
The
Transferor shall return the transfer fee if the Contract violates
the
principle of fairness or
