TECHNOLOGY TRANSFER AGREEMENT
This Agreement is effective as of July 8, 2005 (the "Effective Date"),
between Centale, Inc., a New York corporation, with executive offices at 0000
X. Xxxxxxx Xxx., Xxxxx 000, Xx. Xxxxxxxxxx, XX 00000 ("Centale"), and Xxxxx
Xxxxxxx, whose offices are at 0000 Xxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxxxx,
XX 00000 ("Xxxxxxx").
WHEREAS, Xxxxxxx owns and operates a Website under the domain name
"xxxxxxxxxxxxx.xxx," and owns or has rights to use the technology used in the
operation of the Website, and Centale wishes to acquire the Website and the
related technologies, and Xxxxxxx is willing to transfer same on the terms
and subject to the conditions hereof.
NOW, THEREFORE, it is agreed:
ARTICLE I
DEFINITIONS
For the purpose of this Agreement the following capitalized terms are
defined in this Article I and shall have the meaning specified herein:
1.1 Business. "Business" means the operation of a Website under the
Domain Name and all related commercial activity carried on prior to this date
by Xxxxxxx, as well as any other commercialization of the music on demand
technology described in U.S. provisional application 60/692070, filed on or
about June 17, 2005, entitled "Media Search And Retrieval System Using Links".
1.2 Copyrights. "Copyrights" mean (i) any copyright in any original
works of authorship fixed in any tangible medium of expression as set forth in
17 U.S.C. Section 101 et. seq., whether registered or unregistered, including
any applications for registration thereof, (ii) any corresponding foreign
copyrights under the laws of any jurisdiction, in each case, whether
registered or unregistered, and any applications for registration thereof, and
(iii) moral rights under the laws of any jurisdiction.
1.3 Database Rights. "Database Rights" means any rights in databases
under the laws of the United States or any other jurisdiction, whether
registered or unregistered, and any applications for registration thereof.
1.4 Domain Names. "Domain Name" means "xxxxxxxxxxxxx.xxx" as
registered by Xxxxx Xxxxxxx on ______________ with ____________________, as
well as any other domain names owned of record by Xxxxxxx..
1.5 Xxxxxxx Technology. "Xxxxxxx Technology" means all of the
Technology owned, developed or used with rights of assignment by Xxxxxxx in
connection with the Business.
1.6 Patent Application. "Patent Application" means the application
for Letters Patent of the United States [Application Serial No. 60/692070]
executed on or about June 17, 2005, entitled AMedia Search And Retrieval
System Using Links,@ with the inventor Xxxxx Xxxxxxx.
1.7 Person. "Person" means an individual, a partnership, a
corporation, a limited liability company, an association, a joint stock
company, a trust, a joint venture, an unincorporated organization, and a
governmental entity or any department, agency or political subdivision
thereof.
1.8 Technology. "Technology" means technological models, algorithms,
manufacturing processes, design processes, behavioral models, logic diagrams,
schematics, test vectors, know-how, computer and electronic data processing
and other apparatus programs and software (object code and source code),
optical, hydraulic and fluidic apparatus and processes, detection and
analytical devices, databases and documentation thereof, trade secrets,
technical information, specifications, drawings, records, documentation, works
of authorship or other creative works, websites, ideas, knowledge, data or the
like. The term "Technology" includes Copyrights, Database Rights, trade
secrets and any other intellectual property right, including any trademark,
trade name, trade dress or service xxxx, domain name or applications for
registration thereof.
1.9 Third Party. "Third Party" means a Person other than Xxxxxxx and
Centale.
1.10 Websites. "Website" means the business carried on at the URL
identified by the Domain Names.
ARTICLE II
TRANSFER OF OWNERSHIP
2.1 Assignment of Domain Names.
a. At the Closing, Xxxxxxx will transfer to Centale all of Xxxxxxx'x
right, title and interest in and to all of the Domain Names. Said transfer
will be documented by:
i the delivery by Xxxxxxx to Centale at the Closing of a completed and
duly executed A______________________________@ as published by
_________________________, sufficient in form to register Centale as
the Registrant for the Domain Names; and
ii Submission on the Closing Date by Centale to ___________________ of
a modification to the Service Agreement covering the Domain Names,
said modification being the designation of __________________ as
Administrative Contact and Billing Contact and of ______________ as
Technical Contact.
b. The parties contemplate that Centale will utilize the Domain Names
in connection with the Business. Accordingly, Xxxxxxx will take any action in
addition to those specified in Section 2.1(a) above which is reasonably
necessary to permit Centale full utilization of the Domain Names.
2.2 Assignment of Patent Application. At the Closing, Xxxxxxx will
execute and tender to Centale the Assignment of Patent Application which is
annexed hereto as Appendix A. In addition, Xxxxxxx will provide Centale all
reasonable assistance required in order to cause the letters patent to issue
in the name of Centale.
2.3 Assignment Of Technology. At the Closing, Xxxxxxx will deliver an
instrument of assignment that will grant, convey and assign to Centale all of
Xxxxxxx'x right, title and interest in and to the Xxxxxxx Technology, to be
held and enjoyed by Centale, its successors and assigns. Xxxxxxx will further
grant, convey and assign to Centale at the Closing all of Xxxxxxx'x right,
title and interest in and to any and all causes of action and rights of
recovery for past infringement of Copyrights, Patents or Database Rights in
and to the Xxxxxxx Technology, and for past misappropriation of trade secrets
in and to the Xxxxxxx Technology. Xxxxxxx further covenants that Xxxxxxx will,
without demanding any further consideration therefore, at the request and
expense of Centale (except for the value of the time of Xxxxxxx employees), do
all commercially reasonable lawful and just acts that may be or become
necessary for evidencing, maintaining, recording and perfecting Centale's
rights to such Xxxxxxx Technology, including, but not limited to, execution
and acknowledgement of assignments and other instruments in a form reasonably
required by Centale for each Copyright, Patent or Database Right jurisdiction.
2.4 Assignment Disclaimer. CENTALE ACKNOWLEDGES AND AGREES THAT THE
FOREGOING ASSIGNMENTS ARE MADE ON AN "AS IS," QUITCLAIM BASIS AND THAT XXXXXXX
HAS NOT MADE OR WILL MAKE ANY WARRANTY WHATSOEVER, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY OR
NON-INFRINGEMENT.
ARTICLE III
CONSIDERATION FOR TECHNOLOGY
3.1 Cash Consideration. Centale will pay Xxxxxxx a total of Fifty
Thousand Dollars ($50,000) for the Xxxxxxx Technology. Xxxxxxx acknowledges
prior receipt of Twenty-Five Thousand Dollars ($25,000), which shall be a
credit toward Centale's obligation under this Section 3.1.
3.2 Royalty.
a. Payments. Centale shall pay to Xxxxxxx, in perpetuum, a royalty
equal to (i) ten percent (10%) of Centale's Music Net Revenue up to Twenty-
Five Million Dollars ($25,000,000) in revenue and (ii) twenty percent (20%) of
Centale's Music Net Revenue in excess of Twenty-Five Million Dollars
($25,000,000). These payments shall be made within thirty (30) days after the
end of each calendar quarter, based upon the Music Net Revenue during that
calendar quarter, and shall be accompanied by a report, in reasonable detail,
specifying the basis for the amount paid.
b. Audit Rights. Xxxxxxx shall be entitled to have an independent
public accounting firm audit Centale's books and records for the sole purpose
of confirming the accuracy of Music Net Revenue reported pursuant to Section
3.2(a) above. Any such audit shall be performed on at least twenty (20) days'
prior written notice to Centale, during normal business hours and, at
Centale's request, subject to the independent accounting firm's execution of a
reasonable confidentiality agreement. The independent accounting firm shall
report to Xxxxxxx.whether the correct Music Net Revenue has been reported
and/or the correct royalties have been paid, as applicable, and, if not, the
amount of the discrepancy and an explanation as to how the discrepancy likely
occurred. Audits shall be conducted no more frequently than twice in any
twelve (12) month period, unless the preceding audit revealed a discrepancy.
In the case of any discrepancy, the appropriate adjustment in payments shall
promptly be made. Any such audit shall be performed at the Xxxxxxx'x expense,
unless the audit reveals a discrepancy of more than the greater of (i) five
thousand dollars ($5,000) or (ii) five percent (5%) between the Net Revenue
actually reported and those which should have been reported, in which case
Centale shall reimburse the audit fee.
c. "Music Net Revenue" means (i) the aggregate license fees and other
revenue received by Centale from commercialization of all or part of the music
on demand technology described in U.S. provisional application 60/692070,
filed on or about June 17, 2005, entitled "Media Search And Retrieval System
Using Links," net of the cost of goods sold, if any, , and not including
freight, taxes, insurance, and similar ancillary charges, less (ii) credits
for refunds and returns.
d. Free Distribution. Centale shall be entitled to distribute the
services provided by the Website free-of-charge or coupled with other products
and services marketed by Centale, provided such distribution serves a
legitimate business purpose of Centale. In such circumstances unless Centale
receives payment specifically attributable to the Website, there will be no
Music Net Revenue arising from the transaction. Xxxxxxx acknowledges that his
royalty may be limited by this practice, but expects to obtain benefit from
the practice as a shareholder of Centale.
3.3 Stock Grant. At the Closing Centale will deliver to Xxxxxxx a
certificate for five hundred thousand (500,000) shares of Centale common
stock. The certificate will be issued pursuant to the Award Agreement annexed
hereto as Appendix B, and Xxxxxxx'x rights in the shares shall be subject to
the restrictions set forth in the Award Agreement.
ARTICLE IV
XXXXXXX WARRANTIES
4.1 To the best of his knowledge, Xxxxxxx represents and warrants to
Centale the following:
a. Taxes. Xxxxxxx has either (i) sought necessary filing extensions,
or (ii) filed all tax returns that he is required to file with all governmental
agencies as a result of the Business, and has paid or accrued for payment all
taxes as shown on such returns. There is no material claim for taxes that is a
lien against the Xxxxxxx Technology;
b. Pending Actions. There are no material legal actions, lawsuits,
proceedings or investigations, either administrative or judicial, pending or
threatened, against or affecting Xxxxxxx or the Business that arose out of the
Business. Xxxxxxx is not subject to any order, writ, judgment, injunction,
decree, determination or award of any court, arbitrator or administrative,
governmental or regulatory authority or body which would be likely to have a
material adverse effect on the Business or the Website;
c. Intellectual Property And Intangible Assets. Xxxxxxx has full
legal right, title and interest in and to all of the Xxxxxxx Technology.
Xxxxxxx has not received any written notice that the rights of any other
person are violated by the use by Xxxxxxx of the Xxxxxxx Technology. None of
the intellectual property included in the Xxxxxxx Technology has ever been
declared invalid or unenforceable, or is the subject of any pending or, to
Xxxxxxx'x knowledge, threatened action for opposition, cancellation,
declaration, infringement, or invalidity, unenforceability or misappropriation
or like claim, action or proceeding; and
d. Validity of the Agreement. This Agreement has been duly executed by
Xxxxxxx and constitutes his valid and binding obligation, except to the extent
limited by applicable bankruptcy, reorganization, insolvency, moratorium or
other laws relating to or affecting generally the enforcement of creditors
rights. The execution and delivery of this Agreement and the carrying out of
its purposes will not result in the breach of any of the terms or conditions
of, or constitute a default under or violate any agreement, lease, mortgage,
bond, indenture, license or other material document or undertaking, oral or
written, to which Xxxxxxx is a party or is bound, nor will such execution,
delivery and carrying out violate any order, writ, injunction, decree, law,
rule or regulation of any court, regulatory agency or other governmental body.
e. No Retentions. The Xxxxxxx Technology includes all of the Technology
utilized for commercial purposes by Xxxxxxx, either individually or in
connection with the business of Solarbaybies, during the twelve months preceding
the date of this Agreement, except for such Technology as is being transferred
to Centale by Solarbaybies pursuant to the Asset Transfer Agreement of even date
herewith.
4.2. OTHER THAN THE REPRESENTATIONS EXPRESSLY SET FORTH HEREIN, XXXXXXX
MAKES NO OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, NOR DOES XXXXXXX
ASSUME ANY OBLIGATIONS WITH RESPECT TO THE INFRINGEMENT OF PATENTS OR OTHER
INTELLECTUAL PROPERTY ARISING AS A RESULT OF CENTALE'S ACTIVITIES WITH RESPECT
TO SAME.
ARTICLE V
CENTALE WARRANTIES
5.1 To the best of its knowledge, Centale represents and warrants to
Xxxxxxx the following:
a. Organization and Standing. Centale is a corporation duly organized,
validly existing and in good standing under the laws of the State of New York.
Centale is qualified to do business as a foreign corporation in the State of
Florida and in every other state or jurisdiction in which it operates to the
extent required by the laws of such states and jurisdictions. Centale has full
power and authority to carry on its business as now conducted and to own and
operate its assets, properties and business;
b. Pending Actions. There are no material legal actions, lawsuits,
proceedings or investigations, either administrative or judicial, pending or
threatened, against or affecting Centale, or against Centale's officers or
directors that arose out of their operation of Centale. Centale is not subject
to any order, writ, judgment, injunction, decree, determination or award of any
court, arbitrator or administrative, governmental or regulatory authority or
body which would be likely to have a material adverse effect on the business of
Centale;
c. Validity of the Agreement. This Agreement has been duly executed by
the Centale and constitutes its valid and binding obligation, except to the
extent limited by applicable bankruptcy, reorganization, insolvency, moratorium
or other laws relating to or affecting generally the enforcement of creditors
rights. The execution and delivery of this Agreement and the carrying out of
its purposes will not result in the breach of any of the terms or conditions of,
or constitute a default under or violate, the Certificate of Incorporation or
Bylaws of Centale or any material agreement, lease, mortgage, bond, indenture,
license or other material document or undertaking, oral or written, to which
Centale is a party or is bound, nor will such execution, delivery and carrying
out violate any order, writ, injunction, decree, law, rule or regulation of any
court, regulatory agency or other governmental body;
d. SEC Status. The common stock of Centale is registered pursuant to
Section 12(g) of the Securities and Exchange Act of 1934. Centale has filed all
reports required by the applicable regulations of the SEC. All of the filings by
BYCC under the Exchange Act within the past year were true, correct and
complete in all material respects when filed, were not misleading and did not
omit to state any material fact which was necessary to make the statements
contained in such public filings not misleading in any material respect; and
e. Capitalization. Centale's entire authorized capital stock consists
of 25,000,000 shares of common stock, $.01 par value, and 5,000,000 shares of
preferred stock, $.01 par value. There are 17,556,900 shares of Centale Common
Stock issued and outstanding and no shares of preferred stock outstanding.
ARTICLE VI
CONFIDENTIALITY
6.1 Centale and Xxxxxxx will each keep confidential all information and
documents obtained from the other. In the event the Closing does not occur or
this Agreement is terminated for any reason, each party will promptly return
such documents and all copies of such documents and all notes and other
evidence thereof, including material stored on a computer, and will not use
such information for his or its own advantage, except to the extent that (i)
the information must be disclosed by law, (ii) the information becomes
publicly available by reason other than disclosure by the party subject to the
confidentiality obligation, (iii) the information is independently developed
without use of or reference to the other party's confidential information,
(iv) the information is obtained from another source not obligated to keep
such information confidential, (v) the information is already publicly known
or known to the receiving party when disclosed as demonstrated by written
documentation in the possession of such party at such time, or (vi) in
connection with any arbitration proceeding hereunder.
ARTICLE VII
CONDITIONS TO CLOSING
7.1. Conditions Precedent to Obligations of Centale. The obligations of
the Centale under this Agreement shall be and are subject to fulfillment, prior
to or at the Closing, of each of the following conditions:
(a) The representations and warranties contained herein shall be
true and correct on the Closing Date, as if such representations and warranties
had been made on and as of the Closing Date, and each of the Parties shall have
delivered to the other a certification to such effect.
(b) The Asset Transfer Agreement between Centale and Solarbaybies,
Inc. and the Employment Agreement between Centale and Xxxxxxx shall be in full
force and effect, and the closing contemplated by the Asset Transfer Agreement
shall be occurring simultaneous with the Closing hereunder.
(c) Centale shall have evaluated and determined for itself the
extent to which the Xxxxxxx Technology has reasonable prospects for profitable
marketability, and assumes full and sole responsibility for same.
7.2. Conditions Precedent to Obligations of Xxxxxxx. The obligations of
the Xxxxxxx under this Agreement shall be and are subject to fulfillment, prior
to or at the Closing, of each of the following conditions:
(a) Centale's representations and warranties contained herein shall
be true and correct on the Closing Date, as if such representations and
warranties had been made on and as of the Closing Date, and the Chief Executive
Officer of Centale shall have delivered to Xxxxxxx a certification to such
effect.
(b) The Asset Transfer Agreement between Centale and Solarbaybies,
Inc. and the Employment Agreement between Centale and Xxxxxxx shall be in full
force and effect, and the closing contemplated by the Asset Transfer Agreement
shall be occurring simultaneous with the Closing hereunder.
ARTICLE VIII
CLOSING
8.1 Upon satisfaction of all conditions set forth in Article VII, the
"Closing" will occur on the date designated by Centale, which closing date shall
not be later than July 15, 2005 (the "Closing Date"). The Closing will occur at
the offices of Centale's counsel in Brooklyn, New York, or at such other place
and time agreed upon by the Parties. At the Closing, Xxxxxxx will deliver the
assignments described in Article II hereof and Centale will cause a wire
transfer in the net amount of the cash consideration provided under Section
3.1 (i.e. $25,000) to be sent to Xxxxxxx'x account in accordance with transfer
instructions provided by Xxxxxxx.
ARTICLE IX
TERMINATION
9.1 This Agreement may be terminated at any time before the Closing, by:
a. The mutual agreement of the parties;
b. Any either party giving written notice of termination to the other if:
(i) Any provision of this Agreement applicable to the other party
shall be materially untrue or fail to be accomplished;
(ii) Any legal proceeding shall have been instituted or shall be
imminently threatening to delay, restrain or prevent the consummation of this
Agreement or any material component thereof; or
(iii) The Closing shall not have occurred on or prior to July 15, 2005
Upon termination of this Agreement for any reason, in accordance with the
terms and conditions set forth in this Article, each party shall bear all costs
and expenses as each party has incurred and no party shall be liable to the
other for such costs and expenses.
ARTICLE X
MISCELLANEOUS
10.1 Governing Law. This Agreement shall be governed by the laws of
the Commonwealth of Pennsylvania, without giving effect to the principles of
conflicts of laws thereof, as applied to agreements entered into and to be
performed in such state.
10.2 Arbitration.
(a) All claims, disputes and other matters in question arising out of,
or relating to, this Agreement or the performance hereof shall be submitted
to, and determined by, arbitration if good faith negotiations among the
parties hereto do not resolve such claim, dispute or other matter. Such
arbitration shall proceed in accordance with the then-current rules for
arbitration established by Judicial Arbitration Mediation Services,
Inc./ENDISPUTE ("JAMS"), unless the parties hereto mutually agree otherwise,
and pursuant to the following procedures:
(1) Reasonable discovery shall be allowed in arbitration;
(2) All proceedings before the arbitrators shall be held at the
JAMS office 0000 Xxxxxx Xxxxxx Xxxxx 0000 Xxxxxxxxxxxx, XX 00000, under
the laws of Pennsylvania;
(3) The award rendered by the arbitrator(s) shall be final and
binding, and judgment may be entered in accordance with applicable Law
and in any court having jurisdiction thereof;
(4) The award rendered by the arbitrator(s) shall include (i) a
provision that the prevailing party in such arbitration recover its
costs relating to the arbitration and reasonable attorneys' fees from
the other party, (ii) the amount of such costs and fees, and (iii) an
order that the losing party pay the fees and expenses of the
arbitrator(s); and
(5) The arbitrator(s) shall by the agreement of the parties
expressly be prohibited from awarding punitive damages in connection
with any claim being resolved by arbitration hereunder.
10.3 Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given when delivered in
person, by telecopy with answer back, by express or overnight mail delivered
by a nationally recognized overnight or air courier (delivery charges
prepaid), or by e-mail with receipt confirmed by return e-mail to the
respective parties as follows:
if to Xxxxxxx:
Xxxxx Xxxxxxx
Solarbaybies, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
if to Centale:
Centale, Inc.
0000 X. Xxxxxxx Xxx., Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, CEO
Telecopy: (000) 000-0000
or to such other address as the party to whom notice is given may have
previously furnished to the other in writing in the manner set forth above.
Any notice or communication delivered in person shall be deemed effective on
delivery. Any notice or communication sent by e-mail, telecopy or by air
courier shall be deemed effective when acknowledged or on the first Business
Day following the day on which such notice or communication was sent. As used
in this Section 10.3, "Business Day" means any day other than a Saturday, a
Sunday or a day on which banking institutions located in the Commonwealth of
Pennsylvania are authorized or obligated by law or executive order to close.
10.4. Entire Agreement. This Agreement embodies the entire
understanding of the Parties with respect to the subject matter hereof and
supersedes and replaces any and all pre-existing agreements or understandings
between the Corporation and Xxxxxxx. No amendment or modification of this
Agreement shall be valid or binding upon the Corporation or Xxxxxxx unless
made in writing and signed on behalf of each of the Parties by their
respective duly authorized representative.
10.5 Counterparts. This Agreement may be executed in two or more
counterparts, all of which, taken together, shall be considered to be one and
the same instrument.
10.6 Appendices A and B are incorporated herein in their entirety.
WHEREFORE, the parties have signed this Technology Transfer Agreement
effective as of the date set forth on its first page.
CENTALE, INC.
By: /s/ Xxxxxxx X. Xxxxxx /s/ Xxxxx Xxxxxxx
--------------------------- ---------------------
Xxxxxxx X. Xxxxxx XXXXX XXXXXXX
Chief Executive Officer
APPENDIX A
ASSIGNMENT OF PATENT APPLICATION
Xxxxx Xxxxxxx, ("Xxxxxxx") with offices at 0000 Xxxxxxxx Xxxxxx, 0xx Xxxxx,
Xxxxxxxxxxxx, XX 00000, in consideration of Fifty Thousand Dollars and other
good and sufficient considerations, the receipt of which is hereby
acknowledged, by these presents has sold, assigned, transferred and set over,
and by these presents sells, assigns, transfers and sets over unto Centale,
Inc., a Delaware corporation located at 0000 X. Xxxxxxx Xxx., Xxxxx 000, Xx.
Xxxxxxxxxx, XX 00000, as assignee, and its successors, assigns and legal
representatives, effective at least as early as July ___, 2005 his entire
right, title and interest, for all countries, in and to the invention
described in an application for Letters Patent of the United States
Application Serial No. 60/692070, filed on or about June 17, 2005, entitled
"Media Search And Retrieval System Using Links", with with the inventor Xxxxx
Xxxxxxx, and all the rights and privileges under any and all Letters Patent
that may be granted therefor and thereon and all reissues and extensions
thereof; and all applications for industrial property protection, including,
without limitation, all applications for patents, utility models, and designs
which may hereafter be filed for said invention in any country or countries
foreign to the United States, together with the right to file such
applications and the right to claim for the same the priority rights derived
from said United States application under the Patent Laws of the United
States, the International Convention for the Protection of Industrial
Property, or any other international agreement or the domestic laws of the
country in which any such application is filed, as may be applicable; and all
applications for industrial property protection, including, without
limitation, all applications for patents, utility models, and designs which
may hereafter be filed for said invention in any country or countries foreign
to the United States, together with the right to file such applications; and
all forms of industrial property protection, including, without limitation,
patents, utility models, inventors' certificates and designs which may be
granted for said invention in any country or countries foreign to the United
States and all extensions, renewals and reissues thereof.
Xxxxxxx hereby authorizes and requests the Commissioner of Patents and
Trademarks of the United States and any Official of any country or countries
foreign to the United States, whose duty is to issue patents or other evidence
or forms of industrial property on applications as aforesaid to issue the same
to Centale, its successors, assigns and legal representatives, or to such
nominees as it may designate.
Xxxxxxx agrees that, when requested, he will, without charge to Centale, Inc.
but at its expense, sign all papers, take all rightful oaths, and do all acts
which may be necessary, desirable or convenient for securing and maintaining
patents for the inventions in any and all countries and for vesting title
thereto in Centale, Inc., its successors, assigns and legal representatives or
nominees.
Xxxxxxx authorizes and empowers Centale, Inc., its successors, assigns and
legal representatives or nominees, to invoke and claim for any application for
patent or other form of protection for the inventions filed by it or them, the
benefit of the right of priority provided by the International Convention for
the Protection of Industrial Property, as amended, or by any convention which
may henceforth be substituted for it, or any other international agreement or
the domestic laws of the country in which any such application is filed, as
may be applicable, and to invoke and claim such right of priority without
further written or oral authorization from it.
Xxxxxxx hereby consents that a copy of this assignment shall be deemed a full
legal and formal equivalent of any assignment, consent to file or like
document which may be required in any country for any purpose and more
particularly in proof of the right of the assignee or nominee to claim the
aforesaid benefit of the right of priority provided by the International
Convention for the Protection of Industrial Property, as amended, or by any
convention which may henceforth be substituted for it.
Xxxxxxx covenants with Centale, Inc., its successors, assigns and legal
representatives or nominees that the rights and property herein conveyed are
free and clear of any encumbrance, and that he has full right to convey the
same as herein expressed.
This assignment has been executed by the undersigned on the date opposite his
name.
Date: July ___, 2005
___________________________
XXXXX XXXXXXX
COMMONWEALTH OF PENNSYLVANIA )
) SS:
COUNTY OF )
This ___day of July, 2005 before me personally appeared Xxxxx Xxxxxxx, by me
personally known, who acknowledged the foregoing instrument by him subscribed
to be his free act and deed.
_______________________
Notary Public
APPENDIX B
CENTALE, INC.
Award Agreement - Restricted Stock
Date: July ___, 2005 Number of Shares: 500,000
Grantee: Xxxxx Xxxxxxx
Restriction: The sole restriction is that the restricted shares may not be
transferred, pledged or hypothecated unless and until they "vest." If the
Grantee's employment by Centale, Inc. (the "Corporation") is terminated, all
unvested shares shall be cancelled by the Corporation.
Vesting Schedule:
The vesting schedule will be:
100,001 of the shares shall be issued and shall vest on the as of day of
the Closing.
133,333 of the shares will vest on each of the following dates (the
"Vesting Dates") if, on the Vesting Date, the Grantee remains an employee
of the Corporation: June 30, 2006, June 30, 2007 and June 30, 2008.
If a Change in Control occurs and the Grantee remains an employee of the
Corporation on the effective date of the Change in Control, then all of the
shares will vest on the effective date of the Change in Control.
A "Change in Control" shall be deemed to have occurred if (i) any "person" (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than
(A) a person who on June 30, 2005 was the beneficial owner of more than 25% of
the Corporation's outstanding shares, (B) a trustee or other fiduciary holding
securities under an employee benefit plan of the Corporation or (C) a
corporation owned directly or indirectly by the shareholders of the
Corporation in substantially the same proportions as their ownership of stock
of the Corporation, is or becomes the "beneficial owner" (as defined in Rule
13d-3 under said Act), directly or indirectly, of securities of the
Corporation representing fifty percent (50%) or more of the total voting power
represented by the Corporation's then outstanding voting securities, or (ii)
during any period of two (2) consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the Corporation
and any new Director whose election by the Board of Directors or nomination
for election by the Corporation's shareholders was approved by a vote of at
least two-thirds (2/3) of the Directors then still in office who either were
Directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute a
majority thereof, or (iii) the shareholders of the Corporation approve a
merger or consolidation of the Corporation with any other corporation, other
than a merger or consolidation which would result in the voting securities of
the Corporation outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities
of the surviving entity) at least fifty-five percent (55%) of the total
voting power represented by the voting securities of the Corporation or such
surviving entity outstanding immediately after such merger or consolidation,
or the shareholders of the Corporation approve a plan of complete liquidation
of the Corporation or an agreement for the sale or disposition by the
Corporation of all or substantially all the Corporation's assets.
Note: The certificate for the shares will bear a legend referencing this
Award Agreement. The legend may be removed as to any vested shares
immediately upon vesting on behalf of the Grantee by the Corporation.
CENTALE, INC.
By:
Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
