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EXHIBIT 10.4(a)
PATENT PURCHASE AGREEMENT
between
VISSH Xxxxxxxxxxxxxxxx Xxxxxxxx
Xxxx. X. Xxxxxxxx 0
Xxxxx, Xxxxxxxx
- in the following referred to as VISSH -
and
HMT High Medical Technologies GmbH
Xxxxxxxxxxxxxxx 00
Xxxx, Xxxxxxx
- in the following referred to as HMT -
Preamble
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Subject of the agreement is a method and an apparatus for medical treatment of
the pathological state of bones invented by X.X. Xxxxxxxxx, P.M. Xxxxxxxx, X.X.
Patrashkov, X.X. Xxxxxxx and X.X. Xxxxx and the patents and patent applications
related to this invention. VISSH wishes to sell and HMT wishes to purchase
these patents and patent applications.
ss 1 Subject matter
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Subject matter of the agreement are the following patents /
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patent applications:
- in the following referred to as "the patents" -
Australian patent 612.671
Canadian patent 1.330.580
Hungarian patent 203.483
South Korean patent 063.684
Russian patent 1.836.056
Japanese patent application no. 63-504.849
Chinese patent application 88 103 703.6
USA patent 4.979.501
ss. 2 Guarantees ----------------
1. VISSH guarantees that it is the owner of the patents and has the
unrestricted right to dispose of the patents. VISSH guarantees that it
has not yet granted any license under the patents.
2. VISSH guarantees that the patents are in force.
3. VISSH declares that legal defects in the patents are not known to it.
4. VISSH assumes no liability for the validity of the patents.
5. VISSH declares that no further patents or patent applications related to
the invention according to the preamble exist with the exception of the
Bulgarian patent according to application No. 79 804 of May 19, 1987.
This Bulgarian patent is not subject of this agreement and is not to be
sold.
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ss. 3 Sale
1. VISSH sells to HMT the patents with all rights and obligations connected
thereto.
2. The patents remain the property of VISSH until the sales price has been
paid in full.
3. After the execution of the agreement HMT will take over the sole
responsibility for the maintenance of the patents and will pay all the fees
and costs for the maintenance and prosecution of the patents.
4. After the execution of the agreement HMT has the sole right to proceed
against infringers of the patents. HMT carries the risk and the costs of
an infringement lawsuit. VISSH will be obligated to provide HMT with all
powers and support.
ss. 4 Sales Price
1. The sales price is DM 300.000,-- (three hundred thousand Deutsche Xxxx).
2. The first installment DM 200,000,-- will be paid within one month after
the execution of the agreement. The remainder will be paid within one month
after complete recordation of the assignment of the patents in all the
respective countries.
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3. The sales price paid shall be nonrefundable for any reason.
4. Payments are to be made in Deutsche Xxxx into an account specified by
VISSH.
5. All turnover taxes and indirect taxes, which have to be paid for the
sales price payment, shall be borne by HMT. All direct taxes shall be
borne by VISSH.
ss. 5 Assignments
1. After payment of the first installment according to ss. 4(2) VISSH will
agree to the recordation of the assignment of the patents in the Patent
Offices of the respective countries. VISSH promises to provide all the
required documents and to make all necessary signatures.
2. HMT will take care for the recording of the assignments and the preparing
of the required documents as promptly as possible.
3. The costs and fees of this agreement as well as all the costs for the
assignments and recording will be borne by HMT.
ss. 6 No-challenge clause
VISSH promises not to attack the patents and not to assist third parties in
attacks on the patents.
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ss. 7 Jurisdiction and Applicable Law
For all controversies out of this agreement the patent court of the Landgericht
Dusseldorf will be competent. The agreement will be interpreted under German
law.
Date Date
Signature Signature
VISSH HMT
