Exhibit 2.12
PATENT ASSIGNMENT
This PATENT ASSIGNMENT ("Assignment") is made and entered into as of this 26th
day of July, 2002 ("Effective Date"), by and between and Aerovox Incorporated, a
Delaware corporation, with a principal office at 000 Xxxx Xxxxxxxx Xxxx, Xxx
Xxxxxxx, XX 00000-0000, as debtor-in-possession ("Assignor"), and Parallax Power
Components, a Delaware limited liability company, with a principal office at 000
Xxxx 00/xx/ Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000 ("Assignee").
WHEREAS, Assignor is operating as a debtor-in-possession under Chapter 11 of the
United States Bankruptcy Code, as amended, in Case No. 01-14680-JNF pending in
the United States Bankruptcy Court for the District of Massachusetts (the
"Bankruptcy Court");
WHEREAS, pursuant to an Amended and Restated Asset Purchase Agreement dated as
of April 18, 2002 ("Asset Purchase Agreement"), Assignor, as
debtor-in-possession, is transferring certain of its assets (the "Acquired
Assets," as defined in the Asset Purchase Agreement) to Assignee;
WHEREAS, the Acquired Assets, including those United States and foreign patents
and patent applications identified and set forth on Schedule A (the "Patents"),
will be sold pursuant to the terms of various orders of the Bankruptcy Court
approving and authorizing such sale under Section 363 of the Bankruptcy Code;
and
WHEREAS, Assignee wishes to acquire and Assignor wishes to assign all right,
title and interest in and to the Patents;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Assignor does hereby sell, assign, transfer
and set over to Assignee, the entire right, title and interest in and to the
Patents, for the United States and for all foreign countries, including any
continuations, divisions, continuations-in-part, reissues, reexaminations,
extensions or foreign equivalents thereof, and including the subject matter of
all claims which may be obtained therefrom for its own use and enjoyment, and
for the use and enjoyment of its successors, assigns or other legal
representatives, as fully and entirely as the same would have been held and
enjoyed by Assignor if this Assignment and sale had not been made; together with
all income, royalties, damages or payments due or payable as of the Effective
Date or thereafter (to the extent such matters are not Excluded Assets as
defined in the Asset Purchase Agreement), including, without limitation, all
claims for damages by reason of past, present or future infringement or other
unauthorized use of the Patents, with the right to xxx for, and collect the same
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for its own use and enjoyment, and for the use and enjoyment of its successors,
assigns, or other legal representatives.
Assignor authorizes and requests the Commissioner of Patents and Trademarks to
record Assignee as owner of the Patents, including any continuations, divisions,
continuations-in-part, reissues, reexaminations or extensions thereof, and to
issue any and all letters patent of the United States thereon to Assignee, as
assignee of the entire right, title and interest in, to and under the same, for
the sole use and enjoyment of Assignee, its successors, assigns or other legal
representatives.
Assignor is transferring its right, title and interest in and to the Patents set
forth on Schedule A free and clear of any liens and encumbrances as set forth in
the Sale Approval Order (as defined in the Asset Purchase Agreement), that
pursuant to the Sale Approval Order it has full right to assign all of its
interests therein, and that it has not executed and will not execute any
agreement or other instrument in conflict herewith.
Assignor shall provide Assignee, its successors, assigns or other legal
representatives, cooperation and assistance at Assignee's request and expense
(including the execution and delivery of any and all affidavits, declarations,
oaths, exhibits, assignments, powers of attorney or other documentation as may
be reasonably required): (1) in the preparation and prosecution of any of the
patent applications assigned herein; and (2) in the implementation or perfection
of this Assignment.
Assignor hereby authorizes and empowers Assignee to invoke and claim for any
applications or letters patent included within the Patents the benefit of any
rights to which Assignor might be entitled under international law or under the
laws of any particular country (such as, without limitation, the right of
priority provided by the International Convention for the Protection of
Industrial Property, as amended) and to invoke and claim said rights without
further written or oral authorization from Assignor.
Assignor 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
that may be required in any particular country for any purpose and more
particularly in proof of the right of Assignee to claim the aforesaid benefit of
the right of priority provided by the International Convention for the
Protection of Industrial Property, as amended.
Assignor covenants and agrees that this Assignment and all of the terms hereof
shall inure to the benefit of the successors, assigns, legal representatives, or
nominees of Assignee, without further written or oral authorization
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from Assignor, and that this Assignment and all of the terms hereof are binding
on Assignor's successors, assigns, legal representatives or nominees.
* * * * * *
IN TESTIMONY WHEREOF, the Assignor and Assignee have caused this Assignment to
be signed and executed by their undersigned duly authorized officers.
[SIGNATURE ON FOLLOWING PAGE]
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Aerovox Incorporated Parallax Power Components, LLC
By: /s/ XXXXXX X. XXXXXXX By: /s/ XXXXXX X. XXXXXXX
--------------------- -----------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx
------------------- ----------------------
Title: President & CEO Title: Authorized Person
------------------ ---------------------
STATE OF )
COUNTY OF )
On this 26th day of July, 2002, there appeared before me___________________ ,
personally known to me, who acknowledged that he signed the foregoing Assignment
as his voluntary act and deed on behalf and with full authority of Aerovox
Incorporated.
________________________
Notary Public
STATE OF )
COUNTY OF )
On this 26th day July, 2002 there appeared before me_______________________ ,
personally known to me, who acknowledged that he signed the foregoing Assignment
as his voluntary act and deed on behalf and with full authority of Parallax
Power Components, LLC.
_________________________
Notary Public
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SCHEDULE A
U.S. Patent Applications:
Serial No. Filing Date Title
09/562,422 5/1/00 Capacitor mounting
08/675,270 7/1/96 Capacitor for mounting to an
electric motor
U.S. Patents:
Patent No. Issue Date Title
5,381,301 1/10/95 Leak-tight and rupture proof,
ultrasonically-welded, polymer-
encased electrical capacitor
with pressure sensitive circuit
interrupter
5,148,347 9/15/92 Polymer-encased electrical
capacitor with pressure sensitive
circuit interrupter
5,019,934 5/28/91 Capacitor circuit interruption
4,787,010 11/22/88 Impregnation and encapsulating
material
4,656,558 4/7/87 Electrical capacitor
4,570,201 2/11/86 Capacitor
4,467,392 8/21/84 Capacitor resistor
Foreign Patents and Patent Applications:
Country No. Title
China CN 1175319 Metallized film for electrical
capacitors having a
semiconductive layer
Japan JP 00000000 Metallized film for electrical
capacitors having a
semiconductive layer
Canada CA 1244898 Electrical capacitor
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Canada CA 1202365 Voltage doubler circuit
Canada CA 1198186 Capacitor resistor
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