Patent License Agreement
EXHIBIT 10.13
This
patent license agreement (the “Agreement”) is entered into between the following
parties on 21-10-2009
Party A:
Xxxx Xxxxxxxxx (“Licensor”);
Party B:
Wuhan Tallyho Biological Product Ltd, a limited liability company legally
incorporated and effectively survived under laws of the People’s Republic of
China (“PRC”). Its registered domicile is Xxxxxx Economic Development Zone,
Wuhan (“Licensee”).
(The
licensor and the licensee may be referred to individually as a “Party” and
collectively as the “Parties”.)
Whereas:
|
(1)
|
The
licensor is the applicant for the target patents (as defined
hereafter);
|
|
(2)
|
The
licensee desires to be licensed by the licensor with respect to the target
patents so that the licensee can use such patent in relevant processes and
production of relevant products.;
and
|
|
(3)
|
The
licensor agrees that the licensee can use such patent in relevant
processes and production of relevant
products.
|
The
parties agree as follows:
|
1．
|
Target
patents
|
The
target patents mean eight patents of invention applied to the State Intellectual
Property Office of PRC by the licensor as listed in the appendix herein. As the
applicant, the licensor has received the Notice on
entertaining of patent application on the eight target patents issued by
the State Intellectual Property Office; however, the eight target patents
haven’t entered into preliminary examination and substantial examination
procedure.
|
2．
|
Grant
|
|
|
2.1
|
Granting
of license
|
Subject
to the terms and the conditions herein, the licensor hereby grants one exclusive
license to the licensee so that the licensee may use the target license in
relevant processes and production of relevant products.
|
|
2.2
|
Sub-license:
|
Without
prior written approval of the licensor, the licensee may not sub-license the use
of the target license to any other third party.
|
|
2.3
|
Provision
of target patents
|
The
licensor shall provide explanation on manufacture technology and methods under
the target patents to the licensee.
|
3．
|
Expenses
|
The
licensee need not pay any expense to the licensor when applying the target
patents during the effective period of this Agreement.
|
4．
|
Effective
period
|
The
effective period shall start from the signing date of this Agreement by the
parties and end on the date when all the target patents are registered in the
State Intellectual Property Office and the letter of patent is
acquired.
1
|
5．
|
Priority
|
|
(1)
|
The
licensors agrees that the licensee enjoys priority to be assigned when the
licensors is to assign the patent application right for the target patents
to a third party during the effective period of this
Agreement.
|
|
(2)
|
The
licensors agrees that the licensee enjoys priority to be assigned when the
licensors is to assign ownership of the target patents to third party upon
the target patents are awarded with letter of
patent.
|
|
6．
|
Representation and
warranty of the licensor
|
|
|
5.1
|
Representation
and warranty of the licensor
|
|
|
(1)
|
The
licensor enjoys fully exclusive register application right for the target
patents. Use of the target patents will not constitute infringement of
interest of any third party, moreover, no proceeding, arbitration or other
dispute with respect to the target patents
exist.
|
|
|
(2)
|
The
signing and execution of this Agreement by the licensor within its scope
of authority will not violate any limitation of laws and contracts that
are binding to it or have certain
influence.
|
|
|
(3)
|
Upon
signing of this Agreement, it constitutes binding, effective and legal
obligations to the licensors and it may be enforced
accordingly.
|
|
|
(4)
|
The
licensor did not license any third party to use the target patents prior
to signing of this Agreement.
|
|
|
(5)
|
During
the effective period of this Agreement, the licensor will not take any
action detrimental to the target patents and exclusive right of use owned
by the licensee.
|
|
|
5.2
|
Statement
|
The
licensee can only make statement to the extent that it is the licensee or the
exclusive licensee of the target patents and can not state that it is the
register application for the target patents.
|
|
5.3
|
Rights
reserved by the licensor
|
The
licensor reserves all right pertinent to the target patents but not expressly
granted to the licensee under this Agreement.
|
6.
|
Protection
of rights
|
|
|
6.1
|
Cooperation
|
|
|
The
licensor and the licensee abide by the principle of good faith in
cooperation and jointly promote acquiring of letter of patent with respect
to the target patents, jointly secure and maintain validity of the target
patents in China.
|
|
|
6.2
|
Unauthorized
use by a third party
|
|
|
Any
party is obliged to promptly notice the other party for unauthorized use
of the target patents by the third party as may be noticed. Upon receiving
of the notice by the other party, the parties shall jointly collect
relevant material evidences to prove unauthorized use of the target
patents by the third party. If the licensor neglect to investigate such
conducts, it shall be liable for damages suffered by the licensee arising
from such conduct.
|
Where the
licensor uses the target patents without authorization and thus acquire
compensation, indemnification or recovery from the third party upon acquiring of
letter of patent, the licensor shall disclose it to the licensee as it is and
transfer the whole sum to the licensee (cost paid by the licensor may be
deducted as appropriate), whether the licensee then is still entitled to execute
the target patents or not.
-2-
|
7.
|
Indemnification
|
|
|
7.1
|
Indemnification
by the licensee
|
The
licensee agrees and warrants that the licensee shall indemnify, hold harmless,
and defend the licensor for any expense, claim, liability or damage of any kind
due to the reasons as follows:
|
|
(1)
|
Any
violation of applicable laws, regulations or standards and requirements
arising from design or production of relevant products;
Or
|
|
|
(2)
|
The
licensee takes any other action on the target patents or relevant
manufactured or produced products.
|
|
|
7.2
|
Indemnification
by the licensee
|
If the
licensor violates any representation and warranty hereunder or any other
obligation hereunder, the licensor shall be liable to compensate for all losses
thus suffered by the licensee.
|
|
7.3
|
Notice
|
The
licensee, upon knowing of any proceeding that might results in legal proceeding
between the licensor and any other third party, shall notify the licensor
promptly.
|
8.
|
Termination
|
|
|
8.1
|
Unless
otherwise expressly specified in this Agreement, if the licensee severely
violates or fails in perform the obligation hereunder, the licensor is
entitled to issue notice to the licensee 60 days in advance, which
confirms that this Agreement is terminated upon receipt by the licensee.
Such agreement shall become effective unless the licensee takes remedies
against the breach within 60 days or demonstrates that all reasonable
measures have been taken to prevent reoccurrence of such
breach.
|
|
|
8.2
|
Other
terminations:
|
If:
|
|
(1)
|
the
licensee apply for liquidation or bankruptcy;
Or
|
|
|
(2)
|
it
is ruled that the licensee is insolvent or
bankrupt.
|
this
Agreement shall terminate automatically without any notice.
|
9.
|
Obligations upon
termination of this
Agreement
|
Upon
termination of the rights granted hereunder, the licensee shall discontinue
further use of the target patents, return all material relating to the target
patents to the licensor, destroy all packages, markings and documents involving
the target patents, and provide clear evidence for such destroy on
request.
|
10.
|
Miscellaneous
|
|
10.1
|
Applicable
laws
|
The
validity,
execution and interpretation of this Agreement shall be applied with published
and publicly available Chinese laws. For certain item, if no applicable
published and publicly available Chinese laws, generally applicable
international commercial practice shall be referred to.
-3-
|
10.2
|
Settlement
of dispute:
|
For any
dispute arising from interpretation and execution of this Agreement, the parties
shall conduct friendly negotiation for settlement. If the dispute is not settled
within 30 days after one party send written notice for settling by negotiation,
any party may submit such dispute to Wuhan Arbitration Commission, will
arbitrate according to then effective arbitration rules. The place of
arbitration is Wuhan, PRC. The arbitration is final and binding to the
parties.
|
10.3
|
Effective
date:
|
This
Agreement becomes effective upon being duly signed and sealed by legal
representatives or authorized representatives of the parties.
|
10.4
|
Notice:
|
Unless
there is written notice to modify the address first above written, the notice
hereunder shall be served by delivering the same by hand, facsimile or
registered mail to the address first above written. Such notice shall be deemed
to have been given on the signing and receiving date as recorded on the receipt
of the registered mail if delivered by registered mail. If the notice is
delivered by facsimile, the original shall be sent by registered mail or by hand
to the address first above written upon sending of notice.
In
witness whereof, the parties hereto are both willing to be bound by the
foregoing terms, therefore, the parities has caused this Agreement to be duly
signed as of the date first above written.
Licensor:
Xxxx
Xxxxxxxxx
_____________________
(Signature)
Licensee:
Wuhan
Tallyho Biological Product Ltd (with official seal)
Legal
representative or authorized representative:__________________
(Signature)
(Appendix
not attached)
-4-
Supplementary
Agreement for Patent License Agreement
Party A:
XXXX Xxxxxxxxx (“Licensor”);
Party B:
Wuhan Tallyho Biological Product Ltd, a limited liability company legally
incorporated and effectively survived under laws of the People’s Republic of
China (“PRC”). Its registered domicile is Xxxxxx Economic Development Zone,
Wuhan (“Licensee”).
(The
licensor and the licensee may be referred to individually as a “Party” and
collectively as the “Parties”.)
All terms
in this agreement shall have the same definition as that given in th Patent
License Agreement (“original agreement”) entered into by the Parties on
2009-10-21.
Whereas:
The
Parties signed the Patent License Agreement on 2009-10-21. Based on the
principle of mutual benefit, the supplementary agreement for the original
agreement is hereby entered into by the Parties upon friendly
negotiation:
1. Target
patent
The
target patents given in the Patent License Agreement signed between the Parties
on 2009-10-21 also include the following three items [omitted]:
2. The
following clause is added to the first clause of Article 4:
If such
target patents are registered in the State Intellectual Property Office and the
letter of patent is acquired, the effective period of this agreement is: From
the signing date to twenty years following the date when he target patents is
registered in the State Intellectual Property Office and the letter of patent is
acquired.
3.
Archive filing of patent license
If the
target patent is registered in the State Intellectual Property Office and the
letter of patent is acquired, the parties should timely conduct filing for
corresponding patent license. If otherwise specified in laws and regulations,
the Parties should timely enter into contract of free licensing of patent
separately and conduct filing.
4.
Effectiveness of this agreement
When it
is signed and becomes effective, this supplementary agreement for the Patent
License Agreement shall form a indivisible part of the Patent License Agreement
and have the same legal force as that the Patent License Agreement
does.
Except
those clauses expressly modified in this agreement, all other contents in the
original agreement shall remain effective.
Licensor：
XXXX
Xxxxxxxxx（Date）
Signing
date: 2010-05-25
Licensee:
Wuhan
Tallyho Biological Product Ltd (with official seal)
Legal
representative (authorized
representative):
(signature)
Signing
date: 2010-05-25
