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EXHIBIT 10.2
FORM OF ASSET PURCHASE AGREEMENT
BETWEEN
BE AEROSPACE, INC.
AND
ADVANCED THERMAL SCIENCES CORPORATION
This Agreement is made this ___________ day of ________, 2000,
between BE Aerospace, Inc., a Delaware corporation, including its subsidiary BE
Intellectual Property Inc., a Delaware corporation (collectively hereinafter
"BE"), and Advanced Thermal Sciences Corporation, a Delaware corporation
(hereinafter "ATS").
WITNESSETH:
WHEREAS, ATS desires to purchase certain BE patents, patent
applications, copyrights trademarks, trade names and know-how, acquire a
two-year license to BE trademarks and trade names, and to reimburse BE those
funds advanced by BE to ATS since its inception through the sale of ATS' Class
A common stock to the public in accordance with the terms and conditions set
forth herein; and
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained and for other good and valuable considerations, the value,
source of receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
ARTICLE I. DEFINITIONS
A. "Closing Date" shall mean the date of the closing of the initial
sale of ATS' Class A common stock to the public.
B. "Assigned Copyrights" shall mean the copyrights in the Field owned
by BE as of the date of this Agreement, whether or not registered,
any registrations or renewals, or extensions thereof, all rights to
damages for past, present, or future infringement, and all rights
therein provided by international conventions or treaties.
C. "Assigned Know-How" shall mean all confidential and proprietary
information and data known to BE as of the date of this Agreement in
the Field, including, but not limited to, documentation, trade
secrets, manufacturing and production processes and techniques,
research and development information, technical data, know-how,
formulae, procedures, protocols, techniques and results of
experimentation and testing.
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D. "Assigned Patents" shall mean the patents and patent applications
listed in Schedule A, any applications that rely on one or more of
the patents and patent applications set forth in Appendix A for
priority, all invention(s) disclosed and/or claimed in any of the
foregoing, all continuations, divisionals, reissues, continued
prosecution applications, continuations-in-part, or reexaminations
thereof, all rights to damages for past, present, or future
infringement, and all rights therein provided by international
conventions or treaties, together with all patents issuing on any of
the aforesaid applications for patent.
E. "Assigned Trademarks" shall mean the trademarks and trade names
listed in Schedule B, whether or not registered, any registrations
or renewals, or extensions thereof, all rights to damages for past,
present, or future infringement, and all rights therein provided by
international conventions or treaties.
F. "Licensed Trademarks" shall mean the trademarks and trade names
listed in Schedule C.
G. "Field" shall mean (i) the Manufacture or Use of Semiconductors or
Semiconductor Manufacturing Equipment, (ii) the Manufacture or Use
of Telecommunications Equipment, (iii) the Manufacture or Use of
Image Displays, (iv) the Manufacture or Use of Data Processing and
Storage Equipment, and (v) the Manufacture or Use of Automated
Testing Equipment.
H. "Designated Field" shall mean (i) the Manufacture or Use of
Semiconductors or Semiconductor Manufacturing Equipment, (ii) the
Manufacture or Use of Data Processing and Storage Equipment, (iii)
the Manufacture or Use of Image Displays, and (iv) the Manufacture
or Use of Telecommunications Equipment.
I. "Manufacture or Use of Semiconductors or Semiconductor Manufacturing
Equipment" shall mean manufacturing, and manufacturing support
equipment, for the use or fabrication of semiconductor wafers,
integrated circuits, and/or semiconductor components or subsystems.
J. "Manufacture or Use of Data Processing and Storage Equipment" shall
mean the use or manufacturing of products relating to thermal, flow,
or mechanical operating conditions in processor, multiprocessor,
microprocessor, high capacity data handling and storage systems.
K. "Manufacture or Use of Image Displays" shall mean the use or
manufacturing of production equipment for dynamic and/or static
image presentation, graphic output units, display systems and
devices.
L. "Manufacture or Use of Telecommunications Equipment" shall mean the
use or manufacturing of telecommunication systems and devices for
transmission, propagation and reception.
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M. "Manufacture or Use of Automated Testing Equipment" shall mean the
use or manufacturing of temperature controls, motion controls, servo
systems, or throughput monitoring and processing systems in the
Designated Field.
ARTICLE II. PURCHASE OF ASSETS, REPAYMENT OF INTERCOMPANY OBLIGATIONS, AND
ASSIGNMENT OF INTELLECTUAL PROPERTY
A. Payment of Purchase Price. On the Closing Date, and subject to the
terms of this Agreement, ATS shall pay to BE the total sum of
fifteen million dollars ($15,000,000.00), in payment for purchase
from BE of the Assigned Copyrights, Assigned Trademarks, Assigned
Know-How, and Assigned Patents, as a paid-up royalty for the license
to the Licensed Trademarks, and as reimbursement to BE for all ATS
inter-company obligations due BE through the Closing Date. The
amounts hereunder owing by ATS are due on demand and payable
simultaneously on the Closing Date.
B. Patent Grant. Subject to the payment of the purchase price as set
forth in Article II. A, and to the terms of this Agreement, as of
the Closing Date BE hereby sells, transfers and assigns to ATS all
of BE's right, title and interest in the Assigned Patents.
C. Know-How, Trademark, Trade Name and Copyright Grant. Subject to the
payment of the purchase price as set forth in Article II. A, and to
the terms of this Agreement, as of the Closing Date BE hereby sells,
transfers and assigns, to ATS all of BE's right, title and interest
in and to the Assigned Know-How, Assigned Trademarks and Assigned
Copyrights.
D. No Warranties. BE makes no warranties, express or implied, with
respect to the Assigned Patents, Assigned Trademarks, Assigned
Copyrights and Assigned Know-How.
E. Execution of Documents. Upon the reasonable request of ATS, BE
shall, at the cost and expense of ATS, take all actions and execute
all documents necessary or desirable to perfect the interest of ATS
in and to the Assigned Patents Assigned Trademarks, Assigned
Know-How and Assigned Copyrights (including but not limited to
executing the assignments in substantially the form set forth in
Schedule "D" to this Agreement), and shall not enter into any
agreement in conflict with this Agreement.
ARTICLE III. TRADEMARK LICENSE
X. Xxxxx. Subject to the payment of the purchase price as set forth in
Article II. A, and to the terms of this Agreement, as of the Closing
Date BE hereby grants to
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ATS, a personal, two-year, paid-up, non-exclusive, non-transferable,
worldwide right and license to use the Licensed Trademarks solely on
or in connection with ATS' products and the operation of ATS'
business.
B. Limitation on Grant. Except as specifically set forth in this
Agreement, no other right or license is granted to ATS by
implication or otherwise with respect to the Licensed Trademarks,
including, but not limited to, the right to use any trademarks owned
by BE other than the Licensed Trademarks, or the right to sublicense
any Licensed Trademark to any third party (except to a Subsidiary,
pursuant to Article III.D, and to allow authorized dealers to use
the marks to advertise and promote ATS' products on the terms of
this Article III.
C. Form of Use. ATS shall use the Licensed Trademarks substantially in
the same form and manner as ATS' use of the Licensed Trademarks on
or before the date of this Agreement. In the event that ATS desires
to use the Licensed Trademarks in some other form or manner, ATS
shall first obtain BE's prior written consent, which consent shall
not be unreasonably withheld or delayed.
D. Sublicenses. ATS shall have the right to sublicense the Licensed
Trademarks to its Subsidiaries. Each Subsidiary so sublicensed shall
be bound by the terms and conditions of this Agreement applicable to
ATS. Any sublicense granted by ATS to a Subsidiary shall terminate
(with no rights of survival of licenses previously granted to said
Subsidiary) on the date such Subsidiary ceases to be Subsidiary.
E. Right, Title and Interest. ATS acknowledges that BE owns all right,
title and interest in and to the Licensed Trademarks. ATS shall not
take any action that is inconsistent with the ownership of the
Licensed Trademarks by BE. ATS agrees that nothing in this
Agreement, and no use of the Licensed Trademarks by ATS pursuant to
this Agreement, shall vest in ATS, or shall be construed to vest in
ATS, any right of ownership in or to the Licensed Trademarks other
than the right to use the Licensed Trademarks in accordance with
this Agreement. All rights not expressly granted to ATS hereunder
shall remain the exclusive property and rights of BE.
F. Execution of Documents. Consistent with the terms of this Agreement,
ATS shall perform all lawful acts and execute such instruments as BE
may reasonably request to confirm, evidence, maintain or protect
BE's rights to or under the Licensed Trademarks. If ATS refuses or
fails to perform such acts or execute such instruments, BE may do so
as ATSorney-in-fact for such purpose.
G. Goodwill. All goodwill and improved reputation generated by ATS'
use of the Licensed Trademarks under the terms of this Agreement
shall inure to the benefit of BE. ATS shall not by any act or
omission use the Licensed Trademarks in any manner that tarnishes,
degrades, disparages or reflects adversely on BE or its business or
reputation.
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H. Quality Control. In order to preserve the inherent value of the
Licensed Trademarks, ATS shall use reasonable efforts to ensure that
the quality of the products in connection with which it uses the
Licensed Trademarks shall continue to be at least equal to the
standards prevailing in the operation of ATS' business immediately
prior to the date of this Agreement, and any use by ATT that is
inconsistent with the foregoing shall be deemed to be outside the
scope of the license granted hereunder.
I. No Warranties. BE makes no warranties, express or implied, with
respect to the Licensed Trademarks.
ARTICLE IV. TERM AND TERMINATION
A. Term and Termination. The trademark license of Article III may be
terminated at any time upon written notice by either party if the
other party breaches any of its material obligations hereunder, and
such breach is not cured within thirty (30) days after receipt of
written notice of the breach. In no event shall the term of this
Agreement extend beyond two years from the date of this Agreement.
B. Following Termination. Upon early termination of this Agreement
pursuant to Article IV.A, ATS shall: (i) immediately and permanently
cease and desist from all use of the Licensed Trademarks, provided,
however, ATS shall have the limited right to market, distribute, use
and sell any product (including any packaging thereof) on which a
Licensed Trademark was already affixed prior to the date of
termination until supplies of such product have been exhausted, but
in no event longer than 180 days following such date of termination;
and (ii) unless otherwise instructed by BE, immediately take all
other actions which may be appropriate to release, surrender or
return the Licensed Trademarks to BE.
C. Remedies upon Breach. Each party acknowledges that the remedies at
law for any breach of this Agreement are inadequate and that the
damages resulting from any such breach are not readily susceptible
to being measured in monetary terms. Accordingly, each party
acknowledges that upon the breach by it of the terms and conditions
of this Agreement, the other party will be entitled to immediate
injunctive relief and may obtain any order restraining any
threatened or future breach. Nothing in this section shall be deemed
to limit, in any way, the remedies at law or in equity of either
party, for a breach of any of the provisions of this Agreement.
ARTICLE V. MISCELLANEOUS PROVISIONS
A. Assignment. Neither party may assign this Agreement, or any portion
hereof, to any entity without the prior written consent of the other
party, which consent may be unreasonably withheld. However, either
party may assign this Agreement to any party that acquires all or
substantially all of the assets of such party to which this
Agreement relates without the consent of the other party. Any
attempted assignment without such consent shall be void and of no
force or effect. This
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Agreement shall be binding upon the parties, and their respective
successors and permitted assigns.
B. Choice of Law. This Agreement shall be construed, and the legal
relations between the parties hereto shall be determined, in
accordance with the law of the State of California, without regard
to any conflict or choice-of-law rules.
C. Integration. This Agreement sets forth the entire agreement and
understanding between the parties with respect to the subject matter
hereof and merges all prior discussions between them, and neither of
the parties shall be bound by any conditions, definitions,
warranties, understandings or representations with respect to such
subject matter other than as expressly provided herein or as duly
set forth on or subsequent to the date hereof in writing and signed
by duly authorized representatives of the parties bound thereby.
D. Headings. The headings of the several articles are inserted for
convenience of reference only and are not intended to be a part of
or to affect the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first written above by its duly authorized
representative.
BE Aerospace, Inc.
BY: ______________
Title: ______________
Advanced Thermal Sciences Corporation
BY: ______________
Xxxxx Xxxxxx
Title: President
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SCHEDULE A
---------------- ---------------------------------------------- ------------------ -----------------
Patent No. Description Status Jurisdiction
---------------- ---------------------------------------------- ------------------ -----------------
5,471,850 Refrigeration System And Method For Very Expires USA
Large Scale Integrated Circuits 7/9/13
---------------- ---------------------------------------------- ------------------ -----------------
5,941,086 Expansion Valve Unit Expires USA
11/9/15
---------------- ---------------------------------------------- ------------------ -----------------
6,068,455 Long Life Pump System Expires USA
3/20/17
---------------- ---------------------------------------------- ------------------ -----------------
Patent Long Life Pump System Pending European Patent
Application Office
Number WO
9841760
---------------- ---------------------------------------------- ------------------ -----------------
6,102,113 Temperature Control Of Individual Tools Expires USA
In A Cluster Tool System 9/16/17
---------------- ---------------------------------------------- ------------------ -----------------
Serial No. - Temperature Control Of Individual Tools Effective Filing USA
09/618839 In A Cluster Tool System date 9/16/97.
Divisional
Patent
Application from
the 135 Patent
Application.
---------------- ---------------------------------------------- ------------------ -----------------
6,109,047 Systems And Methods For Capacity Regulation Expires USA
Of Refrigeration Systems 9/16/17;
---------------- ---------------------------------------------- ------------------ -----------------
Serial No. - Systems And Methods For Capacity Regulation Effective Filing USA
09/618292 Of Refrigeration Systems date 9/16/97.
Divisional
Patent
Application from
the 665 Patent
Application.
---------------- ---------------------------------------------- ------------------ -----------------
5,365,749 Computer Component Cooling System With Local Expires 11/22/11 USA
Evaporation Of Refrigerant
---------------- ---------------------------------------------- ------------------ -----------------
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SCHEDULE B
Assigned Trademarks and Trade Names
ATT
Advanced Thermal Technologies
Advanced Thermal Technologies, Inc
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SCHEDULE C
Licensed Trademarks and Trade Names
BE
BE AEROSPACE
BE AEROSPACE, INC.
B/E
B/E AEROSPACE
B/E AEROSPACE, INC.
[B/E Logo]
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SCHEDULE D
Form Patent Assignments
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ASSIGNMENT
WHEREAS, We B/E Aerospace, Inc., a corporation organized and existing
under and by virtue of the laws of the State of Delaware, and having an office
and place of business at 0000 Xxxxxxxxx Xxxxxx Xxx, Xxxxxxxxxx, Xxxxxxx 00000,
is the Assignee through mesne assignments of new and useful inventions and
improvements for EXPANSION VALVE UNIT, now Patent No. 5,941,086 originally filed
on November 9, 1995 and assigned Serial No. 08/555,001, and recorded in the U.S.
Patent Office on November 9, 1995 at Reel 007798 /Frame 0413.
AND WHEREAS, Advanced Thermal Sciences Corporation, a corporation
organized and existing under and by virtue of the laws of the State of Delaware,
and having an office and place of business at 0000 Xxxx Xx Xxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxx, 00000, is desirous of acquiring the right, title and
interest in and to said inventions, improvements and application and in and to
the Letters Patent to be obtained therefor;
NOW THEREFORE, to all whom it may concern, be it known that for
and in consideration of the sum of One Dollar and other good and valuable
considerations, the receipt and sufficiency whereof is hereby
acknowledged, we have sold, assigned, and transferred, and by these
presents do sell, assign and transfer unto said Assignee, its successors
or assigns, the entire right, title and interest for all countries in and
to all inventions and improvements disclosed in the aforesaid Letters
Patent, and in and to the said application, all divisions, continuations,
or renewals thereof, all Letters Patent which may be granted therefrom,
and all reissues or extensions of such patents, and in and to any and all
applications which have been or shall be filed in any foreign countries
for Letters Patent on the said inventions and improvements, including an
assignment of all rights under the provisions of the International
Convention, and all Letters Patent of foreign countries which may be
granted therefrom; and we do hereby authorize and request the
Commissioner of Patents and Trademarks to issue any and all United States
Letters Patent for the aforesaid inventions and improvements to the said
Assignee as the assignee of the entire right, title and interest in and
to the same, for the use of the said Assignee, its successors and
assigns.
AND, for the consideration aforesaid, we do hereby agree that we
and our executors and legal representatives will make, execute and
deliver any and all other instruments in writing including any and all
further application papers,
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affidavits, assignments and other documents, and will communicate to said
Assignee, its successors and representatives all facts known to us
relating to said improvements and the history thereof and will testify in
all legal proceedings and generally do all things which may be necessary
or desirable more effectually to secure to and vest in said Assignee, its
successors or assigns the entire right, title and interest in and to the
said improvements, inventions, applications, Letters Patent, rights,
titles, benefits, privileges and advantages hereby sold, assigned and
conveyed, or intended so to be.
AND, furthermore we covenant and agree with said Assignee, its
successors and assigns, that no assignment, grant, mortgage, license or
other agreement affecting the rights and property herein conveyed has
been made to others by us and that full right to convey the same as
herein expressed is possessed by us.
IN TESTIMONY WHEREOF, we have hereunto set our hand this ________ day of
_____________________.
B/E Aerospace, Inc.
a Delaware corporation
By:
------------------------------
Its:
-----------------------
STATE OF )
-------------------- ) ss.
COUNTY OF )
-------------------
On __________________, 2000 before me ________________ personally
appeared _________________________, [ ] personally known to me - OR - [ ] proved
to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument the
person, executed the instrument.
WITNESS my hand and official seal
[SEAL]
----------------------------------
Notary Public
Patent Assignment
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ASSIGNMENT
WHEREAS, We, B/E Aerospace, Inc., a corporation organized and existing
under and by virtue of the laws of the State of Delaware, and having an office
and place of business at 0000 Xxxxxxxxx Xxxxxx Xxx, Xxxxxxxxxx, Xxxxxxx 00000,
is the Assignee of new and useful inventions and improvements for LONG LIFE PUMP
SYSTEM, now Patent No. 6,068,455 filed on March 20, 1997 and assigned Serial No.
08/821,399.
AND WHEREAS, Advanced Thermal Sciences Corporation, a corporation
organized and existing under and by virtue of the laws of the State of Delaware,
and having an office and place of business at 0000 Xxxx Xx Xxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxx, 00000, is desirous of acquiring the right, title and
interest in and to said inventions, improvements and application and in and to
the Letters Patent to be obtained therefor;
NOW THEREFORE, to all whom it may concern, be it known that for
and in consideration of the sum of One Dollar and other good and valuable
considerations, the receipt and sufficiency whereof is hereby
acknowledged, we have sold, assigned, and transferred, and by these
presents do sell, assign and transfer unto said Assignee, its successors
or assigns, the entire right, title and interest for all countries in and
to all inventions and improvements disclosed in the aforesaid Letters
Patent, and in and to the said application, all divisions, continuations,
or renewals thereof, all Letters Patent which may be granted therefrom,
and all reissues or extensions of such patents, and in and to any and all
applications which have been or shall be filed in any foreign countries
for Letters Patent on the said inventions and improvements, including an
assignment of all rights under the provisions of the International
Convention, and all Letters Patent of foreign countries which may be
granted therefrom; and we do hereby authorize and request the
Commissioner of Patents and Trademarks to issue any and all United States
Letters Patent for the aforesaid inventions and improvements to the said
Assignee as the assignee of the entire right, title and interest in and
to the same, for the use of the said Assignee, its successors and
assigns.
AND, for the consideration aforesaid, we do hereby agree that we
and our executors and legal representatives will make, execute and
deliver any and all other instruments in writing including any and all
further application papers, affidavits, assignments and other documents,
and will communicate to said Assignee, its successors and representatives
all facts known to us relating to said
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improvements and the history thereof and will testify in all legal
proceedings and generally do all things which may be necessary or
desirable more effectually to secure to and vest in said Assignee, its
successors or assigns the entire right, title and interest in and to the
said improvements, inventions, applications, Letters Patent, rights,
titles, benefits, privileges and advantages hereby sold, assigned and
conveyed, or intended so to be.
AND, furthermore we covenant and agree with said Assignee, its
successors and assigns, that no assignment, grant, mortgage, license or
other agreement affecting the rights and property herein conveyed has
been made to others by us and that full right to convey the same as
herein expressed is possessed by us.
IN TESTIMONY WHEREOF, we have hereunto set our hand this ________ day of
_____________________.
B/E Aerospace, Inc.
a Delaware corporation
By:
-----------------------------
Its:
------------------------
STATE OF )
--------------------- ) ss.
COUNTY OF )
-------------------
On __________________, 2000 before me ________________ personally
appeared _________________________, [ ] personally known to me - OR - [ ] proved
to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument the
person, executed the instrument.
WITNESS my hand and official seal
[SEAL]
----------------------------------
Notary Public
Patent Assignment
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ASSIGNMENT
WHEREAS, We, BE Intellectual Property Inc., a corporation organized and
existing under and by virtue of the laws of the State of Delaware, and having an
office and place of business at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx, is the
Assignee through mesne assignments of new and useful inventions and improvements
for COMPUTER COMPONENT COOLING SYSTEM WITH LOCAL EVAPORATION OF REFRIGERANT, now
Patent No. 5,365,749 originally filed on December 23, 1993 and assigned Serial
No. 08/172,309, and recorded in the U.S. Patent Office on December 23, 1993 at
Reel 006902 /Frame 0336.
AND WHEREAS, Advanced Thermal Sciences Corporation, a corporation
organized and existing under and by virtue of the laws of the State of Delaware,
and having an office and place of business at 0000 Xxxx Xx Xxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxx, 00000, is desirous of acquiring the right, title and
interest in and to said inventions, improvements and application and in and to
the Letters Patent to be obtained therefor;
NOW THEREFORE, to all whom it may concern, be it known that for
and in consideration of the sum of One Dollar and other good and valuable
considerations, the receipt and sufficiency whereof is hereby
acknowledged, we have sold, assigned, and transferred, and by these
presents do sell, assign and transfer unto said Assignee, its successors
or assigns, the entire right, title and interest for all countries in and
to all inventions and improvements disclosed in the aforesaid Letters
Patent, and in and to the said application, all divisions, continuations,
or renewals thereof, all Letters Patent which may be granted therefrom,
and all reissues or extensions of such patents, and in and to any and all
applications which have been or shall be filed in any foreign countries
for Letters Patent on the said inventions and improvements, including an
assignment of all rights under the provisions of the International
Convention, and all Letters Patent of foreign countries which may be
granted therefrom; and we do hereby authorize and request the
Commissioner of Patents and Trademarks to issue any and all United States
Letters Patent for the aforesaid inventions and improvements to the said
Assignee as the assignee of the entire right, title and interest in and
to the same, for the use of the said Assignee, its successors and
assigns.
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AND, for the consideration aforesaid, we do hereby agree that we
and our executors and legal representatives will make, execute and
deliver any and all other instruments in writing including any and all
further application papers, affidavits, assignments and other documents,
and will communicate to said Assignee, its successors and representatives
all facts known to us relating to said improvements and the history
thereof and will testify in all legal proceedings and generally do all
things which may be necessary or desirable more effectually to secure to
and vest in said Assignee, its successors or assigns the entire right,
title and interest in and to the said improvements, inventions,
applications, Letters Patent, rights, titles, benefits, privileges and
advantages hereby sold, assigned and conveyed, or intended so to be.
AND, furthermore we covenant and agree with said Assignee, its
successors and assigns, that no assignment, grant, mortgage, license or
other agreement affecting the rights and property herein conveyed has
been made to others by us and that full right to convey the same as
herein expressed is possessed by us.
IN TESTIMONY WHEREOF, we have hereunto set our hand this ________ day of
_____________________.
BE Intellectually Property, Inc.
a Delaware corporation
By:
----------------------------
Its: Assistant Secretary
STATE OF )
--------------------- ) ss.
COUNTY OF )
-------------------
On __________________, 2000 before me ________________ personally
appeared _________________________, [ ] personally known to me - OR - [ ] proved
to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument the
person, executed the instrument.
WITNESS my hand and official seal
[SEAL]
----------------------------------
Notary Public
Patent Assignment
17
ASSIGNMENT
WHEREAS, We, BE Aerospace, Inc., a corporation organized and existing
under and by virtue of the laws of the State of Delaware, and having an office
and place of business at 0000 Xxxxxxxxx Xxxxxx Xxx, Xxxxxxxxxx, Xxxxxxx 00000,
is the Assignee of new and useful inventions and improvements for REFRIGERATION
SYSTEM AND METHOD FOR VERY LARGE SCALE INTEGRATED CIRCUITS, now Patent No.
5,471,850 originally filed on July 9, 1993 and assigned original Serial No.
08/089,709, and recorded in the U.S. Patent Office on July 9, 1993 at Reel
6630/Frame 0300.
AND WHEREAS, Advanced Thermal Sciences Corporation, a corporation
organized and existing under and by virtue of the laws of the State of Delaware,
and having an office and place of business at 0000 Xxxx Xx Xxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxx, 00000, is desirous of acquiring the right, title and
interest in and to said inventions, improvements and application and in and to
the Letters Patent to be obtained therefor;
NOW THEREFORE, to all whom it may concern, be it known that for
and in consideration of the sum of One Dollar and other good and valuable
considerations, the receipt and sufficiency whereof is hereby
acknowledged, we have sold, assigned, and transferred, and by these
presents do sell, assign and transfer unto said Assignee, its successors
or assigns, the entire right, title and interest for all countries in and
to all inventions and improvements disclosed in the aforesaid Letters
Patent, and in and to the said application, all divisions, continuations,
or renewals thereof, all Letters Patent which may be granted therefrom,
and all reissues or extensions of such patents, and in and to any and all
applications which have been or shall be filed in any foreign countries
for Letters Patent on the said inventions and improvements, including an
assignment of all rights under the provisions of the International
Convention, and all Letters Patent of foreign countries which may be
granted therefrom; and we do hereby authorize and request the
Commissioner of Patents and Trademarks to issue any and all United States
Letters Patent for the aforesaid inventions and improvements to the said
Assignee as the assignee of the entire right, title and interest in and
to the same, for the use of the said Assignee, its successors and
assigns.
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AND, for the consideration aforesaid, we do hereby agree that we
and our executors and legal representatives will make, execute and
deliver any and all other instruments in writing including any and all
further application papers, affidavits, assignments and other documents,
and will communicate to said Assignee, its successors and representatives
all facts known to us relating to said improvements and the history
thereof and will testify in all legal proceedings and generally do all
things which may be necessary or desirable more effectually to secure to
and vest in said Assignee, its successors or assigns the entire right,
title and interest in and to the said improvements, inventions,
applications, Letters Patent, rights, titles, benefits, privileges and
advantages hereby sold, assigned and conveyed, or intended so to be.
AND, furthermore we covenant and agree with said Assignee, its
successors and assigns, that no assignment, grant, mortgage, license or
other agreement affecting the rights and property herein conveyed has
been made to others by us and that full right to convey the same as
herein expressed is possessed by us.
IN TESTIMONY WHEREOF, we have hereunto set our hand this ________ day of
_____________________.
BE Aerospace, Inc.
a Delaware corporation
By:
-----------------------------
Its:
-----------------------
STATE OF )
--------------------- ) ss.
COUNTY OF )
-------------------
On __________________, 2000 before me ________________ personally
appeared _________________________, [ ] personally known to me - OR - [ ] proved
to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument the
person, executed the instrument.
WITNESS my hand and official seal
[SEAL]
----------------------------------
Notary Public
Patent Assignment
19
ASSIGNMENT
WHEREAS, We, B/E Aerospace, Inc., a corporation organized and existing
under and by virtue of the laws of the State of Delaware, and having an office
and place of business at 0000 Xxxxxxxxx Xxxxxx Xxx, Xxxxxxxxxx, Xxxxxxx 00000,
is the Assignee of new and useful inventions and improvements for TEMPERATURE
CONTROL OF INDIVIDUAL TOOLS IN A CLUSTER TOOL SYSTEM, now Patent No. 6,102,047
originally filed on September 16, 1997 and assigned original Serial No.
08/931,135, and recorded in the U.S. Patent Office on September 16, 1997 at Reel
8718 /Frame 0688.
AND WHEREAS, Advanced Thermal Sciences Corporation, a corporation
organized and existing under and by virtue of the laws of the State of Delaware,
and having an office and place of business at 0000 Xxxx Xx Xxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxx, 00000, is desirous of acquiring the right, title and
interest in and to said inventions, improvements and application and in and to
the Letters Patent to be obtained therefor;
NOW THEREFORE, to all whom it may concern, be it known that for
and in consideration of the sum of One Dollar and other good and valuable
considerations, the receipt and sufficiency whereof is hereby
acknowledged, we have sold, assigned, and transferred, and by these
presents do sell, assign and transfer unto said Assignee, its successors
or assigns, the entire right, title and interest for all countries in and
to all inventions and improvements disclosed in the aforesaid
application, and in and to the said application, all divisions,
continuations, or renewals thereof, all Letters Patent which may be
granted therefrom, and all reissues or extensions of such patents, and in
and to any and all applications which have been or shall be filed in any
foreign countries for Letters Patent on the said inventions and
improvements, including an assignment of all rights under the provisions
of the International Convention, and all Letters Patent of foreign
countries which may be granted therefrom; and we do hereby authorize and
request the Commissioner of Patents and Trademarks to issue any and all
United States Letters Patent for the aforesaid inventions and
improvements to the said Assignee as the assignee of the entire right,
title and interest in and to the same, for the use of the said Assignee,
its successors and assigns.
AND, for the consideration aforesaid, we do hereby agree that we
and our executors and legal representatives will make, execute and
deliver any and all other instruments in writing including any and all
further application papers,
20
affidavits, assignments and other documents, and will communicate to said
Assignee, its successors and representatives all facts known to us
relating to said improvements and the history thereof and will testify in
all legal proceedings and generally do all things which may be necessary
or desirable more effectually to secure to and vest in said Assignee, its
successors or assigns the entire right, title and interest in and to the
said improvements, inventions, applications, Letters Patent, rights,
titles, benefits, privileges and advantages hereby sold, assigned and
conveyed, or intended so to be.
AND, furthermore we covenant and agree with said Assignee, its
successors and assigns, that no assignment, grant, mortgage, license or
other agreement affecting the rights and property herein conveyed has
been made to others by us and that full right to convey the same as
herein expressed is possessed by us.
IN TESTIMONY WHEREOF, we have hereunto set our hand this ________ day of
_____________________.
B/E Aerospace, Inc.
a Delaware corporation
By:
-----------------------------
Its:
-----------------------
STATE OF )
--------------------- ) ss.
COUNTY OF )
-------------------
On __________________, 2000 before me ________________ personally
appeared _________________________, [ ] personally known to me - OR - [ ] proved
to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument the
person, executed the instrument.
WITNESS my hand and official seal
[SEAL]
----------------------------------
Notary Public
Patent Assignment
21
ASSIGNMENT
WHEREAS, We, B/E Aerospace, Inc., a corporation organized and existing
under and by virtue of the laws of the State of Delaware, and having an office
and place of business at 0000 Xxxxxxxxx Xxxxxx Xxx, Xxxxxxxxxx, Xxxxxxx 00000,
is the Assignee of new and useful inventions and improvements for SYSTEMS AND
METHODS FOR CAPACITY REGULATION OF REFRIGERATION SYSTEMS, now Patent No.
6,109,047 originally filed on April 15, 1998 and assigned original Serial No.
09/060,665, and recorded in the U.S. Patent Office on April 15, 1998 at Reel
9118 /Frame 0127.
AND WHEREAS, Advanced Thermal Sciences Corporation, a corporation
organized and existing under and by virtue of the laws of the State of Delaware,
and having an office and place of business at 0000 Xxxx Xx Xxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxx, 00000, is desirous of acquiring the right, title and
interest in and to said inventions, improvements and application and in and to
the Letters Patent to be obtained therefor;
NOW THEREFORE, to all whom it may concern, be it known that for
and in consideration of the sum of One Dollar and other good and valuable
considerations, the receipt and sufficiency whereof is hereby
acknowledged, we have sold, assigned, and transferred, and by these
presents do sell, assign and transfer unto said Assignee, its successors
or assigns, the entire right, title and interest for all countries in and
to all inventions and improvements disclosed in the aforesaid
application, and in and to the said application, all divisions,
continuations, or renewals thereof, all Letters Patent which may be
granted therefrom, and all reissues or extensions of such patents, and in
and to any and all applications which have been or shall be filed in any
foreign countries for Letters Patent on the said inventions and
improvements, including an assignment of all rights under the provisions
of the International Convention, and all Letters Patent of foreign
countries which may be granted therefrom; and we do hereby authorize and
request the Commissioner of Patents and Trademarks to issue any and all
United States Letters Patent for the aforesaid inventions and
improvements to the said Assignee as the assignee of the entire right,
title and interest in and to the same, for the use of the said Assignee,
its successors and assigns.
AND, for the consideration aforesaid, we do hereby agree that we
and our executors and legal representatives will make, execute and
deliver any and all other instruments in writing including any and all
further application papers,
22
affidavits, assignments and other documents, and will communicate to said
Assignee, its successors and representatives all facts known to us
relating to said improvements and the history thereof and will testify in
all legal proceedings and generally do all things which may be necessary
or desirable more effectually to secure to and vest in said Assignee, its
successors or assigns the entire right, title and interest in and to the
said improvements, inventions, applications, Letters Patent, rights,
titles, benefits, privileges and advantages hereby sold, assigned and
conveyed, or intended so to be.
AND, furthermore we covenant and agree with said Assignee, its
successors and assigns, that no assignment, grant, mortgage, license or
other agreement affecting the rights and property herein conveyed has
been made to others by us and that full right to convey the same as
herein expressed is possessed by us.
IN TESTIMONY WHEREOF, we have hereunto set our hand this ________ day of
_____________________.
B/E Aerospace, Inc.
a Delaware corporation
By:
-----------------------------
Its:
-----------------------
STATE OF )
-------------------- ) ss.
COUNTY OF )
-------------------
On __________________, 2000 before me ________________ personally
appeared _________________________, [ ] personally known to me - OR - [ ] proved
to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument the
person, executed the instrument.
WITNESS my hand and official seal
[SEAL]
----------------------------------
Notary Public
Patent Assignment
23
ASSIGNMENT
WHEREAS, We, B/E Aerospace, Inc., a corporation organized and existing
under and by virtue of the laws of the State of Delaware, and having an office
and place of business at 0000 Xxxxxxxxx Xxxxxx Xxx, Xxxxxxxxxx, Xxxxxxx 00000,
is the Assignee of new and useful inventions and improvements for TEMPERATURE
CONTROL OF INDIVIDUAL TOOLS IN A CLUSTER TOOL SYSTEM filed on July 18, 2000 and
assigned Serial No.09/618839, the assignment of which is recorded in the U.S.
Patent Office on September 16, 1997 at Reel 8718 /Frame 0688, as part of the
assignment of parent application Serial No. 08/931,135.
AND WHEREAS, Advanced Thermal Sciences Corporation, a corporation
organized and existing under and by virtue of the laws of the State of Delaware,
and having an office and place of business at 0000 Xxxx Xx Xxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxx, 00000, is desirous of acquiring the right, title and
interest in and to said inventions, improvements and application and in and to
the Letters Patent to be obtained therefor;
NOW THEREFORE, to all whom it may concern, be it known that for
and in consideration of the sum of One Dollar and other good and valuable
considerations, the receipt and sufficiency whereof is hereby
acknowledged, we have sold, assigned, and transferred, and by these
presents do sell, assign and transfer unto said Assignee, its successors
or assigns, the entire right, title and interest for all countries in and
to all inventions and improvements disclosed in the aforesaid
application, and in and to the said application, all divisions,
continuations, or renewals thereof, all Letters Patent which may be
granted therefrom, and all reissues or extensions of such patents, and in
and to any and all applications which have been or shall be filed in any
foreign countries for Letters Patent on the said inventions and
improvements, including an assignment of all rights under the provisions
of the International Convention, and all Letters Patent of foreign
countries which may be granted therefrom; and we do hereby authorize and
request the Commissioner of Patents and Trademarks to issue any and all
United States Letters Patent for the aforesaid inventions and
improvements to the said Assignee as the assignee of the entire right,
title and interest in and to the same, for the use of the said Assignee,
its successors and assigns.
24
AND, for the consideration aforesaid, we do hereby agree that we
and our executors and legal representatives will make, execute and
deliver any and all other instruments in writing including any and all
further application papers, affidavits, assignments and other documents,
and will communicate to said Assignee, its successors and representatives
all facts known to us relating to said improvements and the history
thereof and will testify in all legal proceedings and generally do all
things which may be necessary or desirable more effectually to secure to
and vest in said Assignee, its successors or assigns the entire right,
title and interest in and to the said improvements, inventions,
applications, Letters Patent, rights, titles, benefits, privileges and
advantages hereby sold, assigned and conveyed, or intended so to be.
AND, furthermore we covenant and agree with said Assignee, its
successors and assigns, that no assignment, grant, mortgage, license or
other agreement affecting the rights and property herein conveyed has
been made to others by us and that full right to convey the same as
herein expressed is possessed by us.
IN TESTIMONY WHEREOF, we have hereunto set our hand this ________ day of
_____________________.
B/E Aerospace, Inc.
a Delaware corporation
By:
-----------------------------
Its:
-----------------------
STATE OF )
-------------------- ) ss.
COUNTY OF )
-------------------
On __________________, 2000 before me ________________ personally
appeared _________________________, [ ] personally known to me - OR - [ ] proved
to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument the
person, executed the instrument.
WITNESS my hand and official seal
[SEAL]
----------------------------------
Notary Public
Patent Assignment
25
ASSIGNMENT
WHEREAS, We, B/E Aerospace, Inc., a corporation organized and existing
under and by virtue of the laws of the State of Delaware, and having an office
and place of business at 0000 Xxxxxxxxx Xxxxxx Xxx, Xxxxxxxxxx, Xxxxxxx 00000,
is the Assignee of new and useful inventions and improvements for SYSTEMS AND
METHODS FOR CAPACITY REGULATION OF REFRIGERATION SYSTEMS filed on July 18, 2000
and assigned Serial Number 09/618292, the assignment of which is recorded in the
U.S. Patent Office on April 15, 1998.
AND WHEREAS, Advanced Thermal Sciences Corporation, a corporation
organized and existing under and by virtue of the laws of the State of Delaware,
and having an office and place of business at 0000 Xxxx Xx Xxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxx, 00000, is desirous of acquiring the right, title and
interest in and to said inventions, improvements and application and in and to
the Letters Patent to be obtained therefor;
NOW THEREFORE, to all whom it may concern, be it known that for
and in consideration of the sum of One Dollar and other good and valuable
considerations, the receipt and sufficiency whereof is hereby
acknowledged, we have sold, assigned, and transferred, and by these
presents do sell, assign and transfer unto said Assignee, its successors
or assigns, the entire right, title and interest for all countries in and
to all inventions and improvements disclosed in the aforesaid
application, and in and to the said application, all divisions,
continuations, or renewals thereof, all Letters Patent which may be
granted therefrom, and all reissues or extensions of such patents, and in
and to any and all applications which have been or shall be filed in any
foreign countries for Letters Patent on the said inventions and
improvements, including an assignment of all rights under the provisions
of the International Convention, and all Letters Patent of foreign
countries which may be granted therefrom; and we do hereby authorize and
request the Commissioner of Patents and Trademarks to issue any and all
United States Letters Patent for the aforesaid inventions and
improvements to the said Assignee as the assignee of the entire right,
title and interest in and to the same, for the use of the said Assignee,
its successors and assigns.
AND, for the consideration aforesaid, we do hereby agree that we
and our executors and legal representatives will make, execute and
deliver any and all other instruments in writing including any and all
further application papers,
26
affidavits, assignments and other documents, and will communicate to said
Assignee, its successors and representatives all facts known to us
relating to said improvements and the history thereof and will testify in
all legal proceedings and generally do all things which may be necessary
or desirable more effectually to secure to and vest in said Assignee, its
successors or assigns the entire right, title and interest in and to the
said improvements, inventions, applications, Letters Patent, rights,
titles, benefits, privileges and advantages hereby sold, assigned and
conveyed, or intended so to be.
AND, furthermore we covenant and agree with said Assignee, its
successors and assigns, that no assignment, grant, mortgage, license or
other agreement affecting the rights and property herein conveyed has
been made to others by us and that full right to convey the same as
herein expressed is possessed by us.
IN TESTIMONY WHEREOF, we have hereunto set our hand this ________ day of
_____________________.
B/E Aerospace, Inc.
a Delaware corporation
By:
-----------------------------
Its:
-----------------------
STATE OF )
-------------------- ) ss.
COUNTY OF )
-------------------
On __________________, 2000 before me ________________ personally
appeared _________________________, [ ] personally known to me - OR - [ ] proved
to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument the
person, executed the instrument.
WITNESS my hand and official seal
[SEAL]
----------------------------------
Notary Public
Patent Assignment
