Exhibit 2.3
PATENT PURCHASE AGREEMENT
Agreement made the 8th day of December, 2003 between Equidyne Systems, Inc., a
California corporation with its principal place of business located at 00000
Xxxxxxxx Xxxxxx Xxxx, Xxx 000, Xxx Xxxxx, Xxxxxxxxxx ("Seller") and HNS
INTERNATIONAL, INC., A California corporation with its principal place of
business located at 00000 Xxxxxx Xxxxxxxxx, Xxxxx #00, Xxxxxx Xxxxxxxxxx
("Buyer").
RECITALS:
Seller has developed and markets a needle-free injection device known
as Injex, a registered trademark and has been granted patents on such device.
Seller is in the process of conveying assets related to this device and seeks to
dispose of the patent granted in Japan as part of the conveyance of its assets.
Buyer is seeking to obtain such assets of Seller in a separate
transaction and seeks to purchase the Japanese Patent entitled Hypodermic Jet
Injector, numbered 3213008, issued on July 19, 2001.
NOW THEREFORE, Seller and Buyer hereby agree as follows:
1. Sale of the Patent.
Seller hereby sells, transfers and assigns to Buyer and Buyer hereby
purchases from Seller, all of Seller's right, title and interest in the
Patent entitled Hypodermic Jet Injector, number 3213008.
2. Transfer and Closing.
The completion of this agreement is conditional upon the closing of the
asset purchase agreement between Seller and Buyer dated December 8, 2003
(the "Asset Purchase Agreement"). If the Asset Purchase Agreement does not
complete on January 6, 2004, this agreement will be terminated.
3. Sellers Warranties.
Seller is currently the sole owner of the Patent and confirms that, to its
knowledge, the Patent is valid under the laws of Japan. The Patent is not
subject to any lien or other encumbrance or other right in favor of a third
party and there are no monies owing or obligations outstanding with respect
to the Patent.
4. General Matters.
This agreement may be amended only by an instrument in writing. This
Agreement will be governed by and construed in accordance with the law of
the State of California. Should a dispute arise between the parties and
litigation ensues, the prevailing party will be entitled to costs and
attorney fees. The Section headings are for convenient reference only and
shall not affect the meaning or have any bearing on the interpretations of
any provision of this Agreement.
5. Counterparts.
This Agreement may be executed in one or more counterparts and by
facsimile, each part of which is to be construed an original, and all of
which taken together constitute one agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxx Xxxxxxxxx
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Seller, by: Buyer, by:
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