INTELLECTUAL PROPERTY LICENSE TERMINATION AGREEMENT Parties: SYMBID B.V. and SYMBID COÖPERATIE UA
EXHIBIT 10.4
Parties:
SYMBID B.V.
and
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15 November 2016
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1
ANNEXES
Annex
A
Symbid IP and
Symbid Know-How
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I.
SYMBID B.V., a private company with
limited liability (besloten
vennootschap met beperkte aansprakelijkheid), incorporated
under the laws of the Netherlands with its registered seat in
Rotterdam, the Netherlands, having its business address at
Xxxxxxxxxxxxx 00, 0000 XX Xxxxxxxxx, xxx Xxxxxxxxxxx, registered in
the Trade Register of the Chamber of Commerce under number 52212343
("Symbid");
and
II.
SYMBID COÖPERATIE UA, a cooperative
(coöperatie),
incorporated under the laws of the Netherlands with its registered
seat in Rotterdam, the Netherlands, having its business address at
Xxxxxxxxxxxxx 00, 0000 XX Xxxxxxxxx, xxx Xxxxxxxxxxx, registered in
the Trade Register of the Chamber of Commerce under number 52466825
("Symbid Coöperatie UA");
A.
Symbid operates the
Symbid platform, which is used to conduct a business relating to
the supply of services consisting of bringing together investors
and entrepreneurs and the provision of information related to such
services, investors and entrepeneurs.
B.
Symbid has
developed and is the owner of the intellectual property rights to
the Symbid platform, any various related intellectual property
rights.
C.
Symbid
Coöperatie UA and Symbid have signed a License Agreement
(“License Agreement”) dated 13 April 2011.
D.
Symbid
Coöperatie UA and Symbid wish to lay down additional
agreements within this Agreement
(“Agreement”):
1.1
The License
Agreement signed between Symbid Coöperatie UA and Symbid is
terminated with retro-active effect as of November 1, 2016. Since
Symbid Coöperatie is no longer operating as a special purpose
vehicle without its own costs but as an operating entity having
accepted the employment agreements of Symbid personnel as well as
other operational costs to continue the service in the Netherlands,
the License Agreement does not reflect the current economic
relationship between the companies.
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All communications,
notices and disclosures required or permitted by this Agreement
shall be in writing and shall be sent by registered mail, by
courier, by facsimile transmission or by e-mail to the following
addresses unless and until a Party notifies the other Party in
accordance with this Clause 2.1 of another address in the
Netherlands.
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If to
Symbid:
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If to
Symbid Coöperatie:
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Symbid
B.V.
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Symbid
Coöperatie UA
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Xxxxxxxxxxxxx
00
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Xxxxxxxxxxxxx
00
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3029 AK
Rotterdam
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3029 AK
Rotterdam
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The
Netherlands
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The
Netherlands
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Attn:
Board of Directors
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Attn:
Board
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2.2
The rights and
obligations of a Party under this Agreement cannot be assigned or
transferred except with the prior written approval of the other
Party.
2.3
Unless provided
otherwise in this Agreement, the Parties shall each pay their own
costs, charges and expenses in relation to this
Agreement.
2.4
This Agreement
constitutes the entire agreement and understanding of the Parties
with respect to its subject matter and replaces and supersedes all
prior agreements, arrangements, undertakings or statements
regarding such subject matter.
2.5
Any variation of
this Agreement is not valid unless and until it is in writing and
has been signed by or on behalf of the Parties.
2.6
If a provision of
this Agreement is or becomes invalid or non-binding, the Parties
shall remain bound to the remaining provisions. In that event, the
Parties shall replace the invalid or non-binding provision by
provisions that are valid and binding and that have, to the
greatest extent possible, a similar effect as the invalid or
non-binding provision, given the contents and purpose of this
Agreement.
2.7
A single or partial
exercise of any right or remedy under this Agreement by Symbid
shall not preclude any other or further exercise of that right or
remedy or the exercise of any other right or remedy. A waiver of
any breach of this Agreement by Symbid shall not be deemed to be a
waiver of any subsequent breach.
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3.1
This Agreement is
governed by and shall be construed in accordance with the laws of
the Netherlands.
3.2
Any dispute arising
out of or in connection with this Agreement shall be submitted
exclusively to the competent courts in Rotterdam, the Netherlands,
notwithstanding the right of appeal.
- signature page to follow -
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In
witness whereof, agreed upon and signed in two (2) counterparts on
November 15, 2016 by:
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Symbid B.V.
/s/ Korstiaan Zandvliet
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Symbid B.V.
/s/ Xxxxx Xxxxxxxxx
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By:
Arena Amnis B.V.
By:
Korstiaan Zandvliet
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By:
Gastropoda Equus B.V.
By:
Xxxxx Xxxxxxxxx
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Position:
Managing Director
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Position:
Managing Director
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Symbid Coöperatie UA
/s/ Maarten Xxxxxxxxx
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By:
Maarten Xxxxxxxxx
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Position:
Board member
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Symbid Coöperatie UA
/s/ Xxxxx Xxxxxxxxx
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By:
Xxxxx Xxxxxxxxx
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Position:
Board member
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