Patent Assignment
Exhibit 10.1
This
Patent Assignment (this “Patent
Assignment”) is made and effective as of April 15,
2021 (the “Effective Date”) by Ainos,
Inc., a Cayman Islands corporation having a principal place of
business at 00000 Xxxxx Xxxxxxxx, Xxxxxxxx Xxx, 000 Xxxx Xxx Xxxx,
Xxxxx Xxxxxx, XX0-0000 Cayman Islands (“Assignor”).
Capitalized terms used and not otherwise defined herein that are
defined in the Purchase Agreement (as defined below) shall have the
meanings given to such terms in the Purchase
Agreement.
RECITALS
WHEREAS, Assignor is the sole owner of
all rights, title and interest in and to the patents, patent
applications, and patent license agreement set forth in
Schedule A attached
hereto (collectively, the “Patent
Assets”);
WHEREAS, Assignor and Amarillo
Biosciences, Inc., a Texas corporation having a principal place of
business at 0000 Xxxxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxx 00000
(“Assignee”), have entered
into that certain Securities Purchase Agreement, dated as of
December 24, 2020, by and among Assignee, Assignor, and each of the
Major Shareholders named therein (the “Securities Purchase
Agreement”); and
WHEREAS, it is a condition to closing
the transactions contemplated by the Securities Purchase Agreement
that Assignor execute and deliver this Patent Assignment to
Assignee in connection with the sale, transfer and conveyance by
Assignor to Assignee of Assignor’s right, title and interest
to the Patent Assets pursuant to Sections 2.1(d) and 2.2(b)(iii)
the Securities Purchase Agreement.
NOW, THEREFORE, IN CONSIDERATION of the
good and valuable consideration that Assignor receives under the
Securities Purchase Agreement, the receipt and sufficiency of which
consideration Assignor hereby acknowledges:
1. Assignor hereby
sells, assigns, transfers and conveys to Assignee, the entire
worldwide right, title and interest of Assignor (a) in, to and
under the Patent Assets (including without limitation, rights to
damages and payments for past, present and future infringements or
misappropriations), and all continuations, divisionals,
substitutions, reexaminations, post- opposition foreign counterpart
patents and applications, reissues and extensions thereof, if any,
existing on the Effective Date; and (b) in, to and under all rights
to apply in any or all countries of the world for patents,
certificates of inventions or other governmental grants on the
Patent Assets, including the right to apply for patents pursuant to
the International Convention for the Protection of Industrial
Property or pursuant to any other convention, treaty, agreement or
understanding.
2. Assignor hereby
authorizes and requests the applicable governmental agencies, whose
duty it is to issue patents and applications as aforesaid, to
record Assignee as the owner of the Patent Assets, to the same
extent as held by Assignor, and to issue all Letters Patent for
such Patent Assets in the name of Assignee, as assignee of the
entire right, title and interest in, to and under the Patent
Assets.
3. Assignor hereby
covenants and agrees to cooperate as commercially reasonable (and
at Assignee’s expense) with Assignee to enable Assignee to
exercise all the right, title and interest conveyed herein. Such
cooperation by Assignor shall include executing any petitions,
oaths, specifications, declarations or other papers, and any other
assistance reasonably necessary for perfecting in Assignee the
right, title and interest herein conveyed.
4. Assignor hereby
covenants and agrees that if Assignor after the Effective Date
receives any business revenues in connection with the Patent
Assets, Assignor will promptly so advise Assignee, will segregate
and hold such business revenues in trust for the benefit of
Assignee and will promptly deliver such funds to an account or
accounts designated by Assignee.
5. Assignor hereby
represents and warrants that Assignor has not entered and will not
enter into any assignment, contract or understanding that would
result in the assignment of less than the entire right, title and
interest to the Patent Assets assigned hereby.
6. The terms and
covenants of this Patent Assignment shall inure to the benefit of
Assignee, its successors, assigns and other legal representatives,
and shall be binding upon Assignor, its successors, assigns, and
legal representatives.
7. This Patent
Assignment shall be governed by the internal law of Taiwan, R.O.C.,
without regard to conflict of law principles that would result in
the application of any law other than the law of Taiwan,
R.O.C.
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BLANK] [SIGNATURE PAGE
FOLLOWS]
IN WITNESS WHEREOF, Assignor has caused
this Patent Assignment to be executed on its behalf by its duly
authorized officer as of the Effective Date.
ASSIGNOR: AINOS,
INC.
By: /s/ Xxxx Xxxx
Hsien
Name:
Xxxx Xxxx Hsien
Title:
President and Chief Executive Officer
SCHEDULE
A
PATENT ASSETS
Owned Patents
|
A GAS
SENSOR AND MANUFACTURE METHOD THEREOF
|
Taiwan
Patent No.: I565944
|
|
MEDICAL
VENTILATOR CAPABLE OF ANALYZING INFECTION AND BACTERIA OF PNEUMONIA
VIA GAS IDENTIFICATION
|
Taiwan
Patent No.: I565945
|
|
GAS
DETECTOR
|
Taiwan
Patent No.: D183554
|
Licensed Patents
|
MEDICAL
VENTILATOR CAPABLE OF ANALYZING INFECTION AND BACTERIA OF PNEUMONIA
VIA GAS IDENTIFICATION
|
Japan
Patent No.: JP 0000000 B2
|
|
GAS
DETECTOR
|
China
Patent No.: CN 304042244 S
|
