ADVANCE DISPLAY TECHNOLOGIES, INC.
FORM 10-KSB
FOR THE FISCAL YEAR ENDED
JUNE 30, 1996
EXHIBIT 10.13
PATENT ASSIGNMENT
This AGREEMENT is between Advanced Display Technologies, Inc. ("ADTI"), a
Colorado Corporation, having a place of business at 0000 Xxxxx Xxxxx Xxxxxx,
Xxxxxx, Xxxxxxxx 00000, and Xxxxxxx X. Xxxxx. ("XXXXX"), Xxxxxxx X. Xxxxxxxx
("XXXXXXXX"), and Visual Optics, Inc., ("VOI"), a Texas corporation having a
place of business at P.O. Box 702315, Dallas, Texas 75370 (XXXXX, XXXXXXXX and
VOI are referred to herein collectively as the "ASSIGNORS").
WHEREAS, one or more of ASSIGNORS own a patent in the field of display
screen technology, and
WHEREAS, XXXX is desirous of receiving an assignment of the patent and
assigning same to Display Optics, Ltd. ("DOL"),
NOW, THEREFORE, in consideration of the SETTLEMENT AGREEMENT, the promises,
and mutual covenants and conditions, warranties and representations contained
herein, the parties hereto have agreed as follows:
ARTICLE I - EFFECTIVE DATE
--------------------------
1.1 This Agreement and the assignment granted herein shall become effective
as of the effective date of the SETTLEMENT AGREEMENT.
ARTICLE II - DEFINITIONS
------------------------
2.1 "PATENT" means United States Patent No. 5,293,437.
2.2 "AFFILIATES" means Display Optics, Ltd. ("DOL") and Display Group, LLC
("DGLLC").
2.3 "SETTLEMENT AGREEMENT" means the agreement between ADTI and its
AFFILIATES as Plaintiffs on the one hand and VOI, XXXXXXXX and XXXXX as
Defendants on the other hand, effective as of February 27, 1997.
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ARTICLE III - LICENSES GRANTED
------------------------------
3.1 ASSIGNORS hereby assign, sell, transfer and set over to ADTI the
PATENT, the same to be held and enjoyed by ADTI for its own use and enjoyment,
and for the use and enjoyment of its successors, assigns or other legal
representatives, to the end of the term or terms for which said letters patent
of the United States are or may be granted or reissued as fully and entirely as
the same would have been held and enjoyed by the ASSIGNORS if this assignment
and sale had not been made. The assignment of the PATENT to XXXX granted herein
includes all claims for damages by reason of past infringement of said letters
patent, with the right to sue for, and collect the same for XXXX's own use and
for the use of XXXX's successors, assigns or other legal representatives.
ARTICLE IV - RELEASES AND COVENANTS
-----------------------------------
4.1 In consideration of the payment to be made pursuant to the SETTLEMENT
AGREEMENT, ASSIGNORS hereby release ADTI, its predecessors, its AFFILIATES,
their members, managers, employees, limited partners, representatives and, its
customers (direct and indirect) from all claims, which, as of the effective date
of this Agreement, ASSIGNORS may have against ADTI, its predecessors, its
AFFILIATES, their members, managers, employees, limited partners,
representative, or its customers based upon any infringement by them of the
PATENT by reason of any act of manufacture, use, or sale anywhere in the World.
ARTICLE V - WARRANTIES
----------------------
5.1 ASSIGNORS warrant that there are no counter-parts which claim priority
from the PATENT pending or issued in other countries or any corresponding
reissue applications pending or issued in the United States.
5.2 Notwithstanding any other provision of this Agreement, ASSIGNORS make
no express or implied warranties or representations to ADTI with respect to (a)
the validity or enforceability of any claims of the PATENT or (b) whether the
practice of any invention disclosed or claimed in the PATENT infringes any
patent or other proprietary rights owned by any third party.
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5.3 The undersigned represent and warrant that each respectively maintains
the authority to enter into this PATENT ASSIGNMENT and bind their respective
companies pursuant to the authority granted and legally provided by their
companies in accordance with said authority as attested by the undersigned as
duly authorized officers, retaining the titles set forth below.
ARTICLE VI - MISCELLANEOUS
--------------------------
6.1 This Agreement and all matters relating to the construction,
interpretation, and enforcement thereof shall be governed by the laws of the
State of Colorado.
6.2 This Agreement supercedes and cancels the Non-Exclusive License
Agreement between VOI and ADTI dated April 23, 1993.
IN WITNESS WHEREOF, the parties hereto cause their corporate names to be
affixed by their respective duly authorized officers or representatives, and to
bind the individuals executing on behalf of themselves.
Advanced Display Technologies, Inc. Visual Optics, Inc.
a Colorado Corporation a Texas Corporation
By: By:
--------------------------------- -------------------------------
Xxxxxxx X. Xxxx, Chairman & Xxxxxxx X. Xxxxxxxx, President
Vice President
By:
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Xxxxxxx X. Xxxxx, Vice President
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Individuals
By:
----------------------------------
Xxxxxxx X. Xxxxxxxx, Individually
By:
----------------------------------
Xxxxxxx X. Xxxxx, Individually
Acknowledged and Agreed:
Display Optics, Ltd.
By: Display Group, LLC,
the managing general partner
By:
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Xxxxx X. Xxxxxxx, Manager
By: Advance Display Technologies, Inc.,
a general partner
By:
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Xxxxxxx X. Xxxx, Chairman &
Vice President
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