EXHIBIT 10.5
DATED 28th May, 2004
-----------------------------------------
(1) XXXX XXXXX
AND
(4) OWLSTONE LIMITED
-----------------------------------------------------------------------
INTELLECTUAL PROPERTY ASSIGNMENT
-----------------------------------------------------------------------
DATED this 28th day of May 2004
PARTIES:
(1) Xxxx Xxxxx of 00x Xxx Xxxxxxxx, Xxxxxxx Xxxxx, Xxxxxx XX00 0XX, Xxxxxxx
(the "Assignor");
AND
(4) OWLSTONE LIMITED a company incorporated under the laws of the England
and Wales with registered number 04955647 of 00 Xxxxxxxxx, Xxxxxxxxxx,
Xxxxxx XX0X 0XX, Xxxxxxx (the "Assignee").
RECITALS:
(A) The Assignors are developing microchip spectrometers for a variety of
chemical and biological detection and analysis needs.
(B) The Assignors are the owners of certain intellectual property rights
subsisting in the microchip spectrometers.
(C) Pursuant to an agreement of even date (the "Agreement"), the Assignors
have agreed to assign to the Assignee all their rights, title and
interest in the microchip spectrometers upon the terms and conditions
set out below.
OPERATIVE PROVISIONS:
NOW THE PARTIES HERETO AGREE AS FOLLOWS:-
DEFINITIONS
In this Assignment the following terms shall have the following meaning:-
"Inventions" means microchip spectrometers for a variety of chemical and
biological detection and analysis needs for which patent applications are being
prepared.
"Intellectual Property Rights" means all intellectual property rights relating
to the Inventions including, without limitation, patents, trade marks,
registered designs, and applications for such registered rights, unregistered
designs, copyright, know how, technical information and data and the right to
apply for patents and other registered rights and rights of a similar nature
owned by the Assignors in all parts of the world.
2
ASSIGNMENT
In pursuance of the said Agreement and in consideration of the sum of (pound)1
now paid by the Assignee to the Assignors (the receipt whereof the Assignors
hereby acknowledge) the Assignors and each of them with full title guarantee
HEREBY ASSIGN unto the Assignee:-
2.1 the Inventions and the full and exclusive benefit thereof;
2.2. the Intellectual Property Rights and the full and exclusive
benefit thereof;
2.3 the full right to apply for and obtain patents and other
similar forms of protection in respect of the Inventions
throughout the world; and
2.4 the right to bring proceedings for past infringements of the
rights assigned by this Assignment,
TO HOLD the same unto the Assignee absolutely.
ASSIGNOR'S OBLIGATIONS AND WARRANTIES
The Assignors HEREBY COVENANT with the Assignee that the Assignors and each of
them will at the expense of the Assignee execute sign and do all such
instruments, applications, documents, acts and things as may reasonably be
required by the Assignee to enable the Assignee (or the nominee of the Assignee)
to enjoy the full benefit of the property and rights hereby assigned.
GOVERNING LAW
This Agreement shall be governed and construed and interpreted in accordance
with the laws of England and the parties hereby submit to the exclusive
jurisdiction of the English courts.
3
IN WITNESS of which the parties have executed this Assignment the day and year
first above written.
SIGNED BY
XXXX XXXXX
/s/ Xxxx Xxxxx
-----------------------------------
Xxxx Xxxxx
In the presence of:
/s/ Xxxxx Xxxx-Xxxxxx
-----------------------------------
Xxxxx Xxxx Alonso
SIGNED for and on behalf of
OWLSTONE LIMITED
By a duly authorised signatory
/s/ Xxxxxx Xxxxxxx
-----------------------------------
Xxxxxx Xxxxxxx
In the presence of:
/s/ Xxxxx Xxxx-Xxxxxx
-----------------------------------
Xxxxx Xxxx-Xxxxxx
4
