Exhibit 2.02
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AGREEMENT
INTELLECTUAL PROPERTY TRANSFER AGREEMENT made and entered into as of
February 26, 1999, between AVE, Incorporated, a Colorado corporation,
(hereinafter "AVE"); and Zenith Technology, Inc. (a wholly owned subsidiary of
Prime Companies, Inc.), a Nevada corporation having principal offices at 000
Xxxxxxxxxx Xx., Xxx. 000, Xxx Xxxxxxxxx, XX 00000, (hereinafter "Zenith").
WITNESSETH
Whereas AVE represents that it is the owner of certain intellectual
property, goodwill, and other rights which exist in various forms, as may exist
in its relationship with NASA (hereinafter "Intellectual Property"),
Whereas Zenith desires to develop, manufacture, market, and sell devices
based on or relating to the Intellectual Property,
Now, therefore, it is agreed as follows:
1. CONVEYANCE. AVE grants to Zenith the exclusive, unlimited,
irrevocable, worldwide right and usage, with the right to grant usage
to third parties, under Patents (hereinafter defined) and under
Information (hereinafter defined) to manufacture, have manufactured,
use, market, have marketed, sell and have sold devices based on or
relating to the Intellectual Property. The exclusive right and usage
herein granted shall apply to all Intellectual Property, improvements,
patent applications and letters patent, which AVE now owns or
controls, or hereafter may own or control, and which relate to the
Intellectual Property, and to all information and documents, which AVE
now owns or controls, or hereafter may own or control, and which
relate to the Intellectual Property (hereinafter "Information").
2. REPRESENTATIONS OF AVE. AVE represents the following:
(a) that the Intellectual Property is secret and has not been revealed to
anyone, except AVE's patent attorney;
(b) that AVE is the exclusive owner (per the original NASA Agreement) of
all rights to the Intellectual Property, Patents and Information, has the right
to grant this exclusive usage, and has not granted to any other person, firm,
or corporation any right, usage, shop right, or privilege thereunder;
(c) that AVE has at no time filed, or caused to be filed, patent
applications, or obtained in its name, or caused to be obtained in the name of
others, any letters patent in the United States or elsewhere,
based on or relating to the Intellectual Property, Information or devices or
methods similar to the Intellectual Property.
3. PATENT ASSISTANCE AND RELATED INFORMATION. AVE shall furnish to
Zenith, its nominees or patent attorneys, all information and documents relating
to the Intellectual Property which are necessary to prosecute patent
applications.
4. INFORMATION. AVE shall furnish to Zenith, or its nominees, all
Information required by Zenith to commercialize and exploit the Intellectual
Property. AVE shall not reveal the Intellectual Property or any Information to
any other person without the approval of Zenith.
5. PATENTS. All letters patent issued on improvements to the Intellectual
Property conceived or reduced to practice during the term of this Agreement
shall be the exclusive property of Zenith. AVE shall promptly prepare, file, and
prosecute, in the name of AVE, and at AVE's expense, patents, and applications
for letters patent throughout the world for all improvements made by AVE during
the term of this Agreement or hereafter made by Zenith or sub-usagees. AVE
shall, without further consideration, at the request of Zenith, do all acts
necessary for obtaining, sustaining, reissuing, extending, defending and
enforcing Patents and any letters patent based on such improvements to the
Intellectual Properties and shall give testimony and otherwise provide evidence
as may be deemed necessary by Zenith.
6. CONSIDERATION. Zenith Technology, Inc., (Zenith) shall deliver
to AVE common shares of Prime Companies, Inc. (XXX.XX:PRMC) having a total value
of $ 50,000.00, issued as fully paid, non-assessable and restricted stock, to be
delivered within 30 days of the execution of this Agreement. The actual number
of shares will be determined by the average between bid and asked price, as
listed on the Over the Counter Market Exchange, on the close of trading February
25, 1999. The stock will include piggyback registration rights, and be included
in the upcoming registration statement filed with the Securities and Exchange
Commission.
7. COVENANTS OF ZENITH. Zenith covenants as follows:
(a) Zenith shall in good faith conduct all manufacturing, marketing and
promotion of devices based on the Intellectual Property.
8. TERM. This Agreement and the rights and usage granted hereunder shall
continue in perpetuity.
9. INFRINGEMENT. AVE shall defend, at its own expense, all infringement
suits that may be brought against Zenith or its assignees based on or related to
the manufacture, use, or sale of the devices based on or using the Patents or
Information. In the event any information is brought to the attention of AVE
that others without benefit of usage are infringing any of the rights granted
pursuant to this Agreement, AVE shall, at its own expense, diligently prosecute
all such infringers. In any of the foregoing suits, Zenith may, at Zenith's
expense, be represented by counsel of its own choice.
10. NOTICE. Any notice required under this Agreement shall be addressed as
follows:
Zenith Technology, Inc.
000 Xxxxxxxxxx Xx., Xxx. 000
Xxx Xxxxxxxxx, XX 00000
AVE, Incorporated
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx Xxxx XX 00000
11. ASSIGNMENT. AVE shall not have the right to assign this Agreement or
any rights granted to AVE hereunder without the prior written consent of Zenith.
This Agreement and the rights and usage granted to Zenith hereunder may be
assigned to a successor in interest of the entire or of a substantial portion of
the business of Zenith.
12. ARBITRATION. Any dispute arising out of or related to this Agreement
shall be settled by arbitration in San Francisco, California, pursuant to the
rules and procedures of the American Arbitration Association.
In witness whereof the parties have executed this Agreement.
AVE, Incorporated
By: /s/ R. Xxxx Xxxxxxxxx
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Title: President
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Date: February 26, 1999
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Zenith Technology, Inc.
By: /s/ Xxxxxx Xxxxxxx
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Title: Chairman
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Date: February 26, 1999
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