Patent Transfer Agreement
Transferee：Harbin Hainan
Kangda Cactus Hygienical Foods Co., Ltd (Party A)
Transferor: Heilongjiang Yatai Bio
Development and Research Institute (Party B)
According
to this agreement, Party B shall transfer the patent registration of cactus
cattle feed, cactus hog feed and cactus fish feed to Party A, and Party A shall
purchase the aforementioned patents. Based upon friendly negotiation, the two
parties reach the following specified agreement.
I.
Patents to be transferred
i.
Patents of cactus cattle feed, cactus hog feed and cactus fish feed (invention,
utility model and appearance designs)
ii.
Inventor / designer: Wenhui Sui
iii.
Patent holder: Heilongjiang Yatai Bio Development and Research
Institute
ⅳ. Licensing Date:
February 27th , 2008,
August 27th , 2008
and July 30th ,
2008
ⅴ. Patent No.:
ZL200410043748.6,
ZL200410043748.3, ZL200510009756.3
ⅵ. Patents
expiration: 20 years.
II. Party
A guarantees to perform the original Patent utilizing agreement after this
agreement is executed, if have any. Then, Party A should succeed to the rights
and obligations of Party B in the original Patent utilizing agreement
..
III.
i. To ensure that Party A to have the patents and can use
effectively, Party B should deliver the following technical material to Party
A:
1. All
patent application documents delivered to Patent Office of China include
instruction book, right-claiming document, attached diagram, abstract and
summary with photos, letters of request, view statements, the bibliographic
change, approval of restoration of rights after rights are lost, and proxy
statements, etc (all PCT application documents should be included, if PCT is
applied).
2. All
documents sent to Party B by Patent Office of China, including acceptance
notification, intermediate documents, Authorization Decision Statement,
certificate of patent and copies, etc.
3. Patent
utilizing agreement that Party B has signed with others including agreement
attachments, if have any.
4. Valid
evidence documents issued by Patent Office of China, which are the recent patent
annual fee payment statement (or Patent Register list made by Patent Office),
and decisions that maintain patent effective which are made by Patent Office of
China or Patent Reexamination Committee or People's Court when Patent is revoked
or invalid.
5.
Transfer approval documents that are made by higher authorities or the
department of State Council which is in charge.
ii. Time
of delivery of the materials
Once the
agreement is executed, Party B shall deliver all the materials listed in i. to
Party A in 3 days after Party B receives the (first part of) payment, or in 10
days after the agreement is executed, Party B shall deliver all (or part of) the
materials listed in i. to Party A. If the materials are in partial, Party B
shall deliver the rest materials to Party A in 5 days after Party A pays the
(first part of) payment.
iii. Mode
of materials delivery and the site of delivery
Party B
shall deliver all the above-mentioned materials to Party A by ways of
hand-delivery, mail, over-night delivery, etc. A list of materials should also
be delivered to Party A. The site of delivery shall be the location of Party A
or somewhere is agreed by the two parties.
IV. Party
B shall transfer the patent registration to Party A in 30 days after the first
part of payment of the transfer fees.
V. To
guarantee that Party A utilizes the patents effectively, Party B should also
transfer technical know–how information which is related to the patents to Party
A.
VI. Party
B guarantees to Party A that the following defects will not exist in the patent
when the agreement is executed.
1. The
patents are bound by property or mortgage.
2.
Utilization of the patents are limited by another current patent
right.
3. First
use right of the patent.
4.
Compulsory license.
5.
Situations that government adopts “Promote the licensing scheme”
6. Get
the patents illegally.
Upon the
execution of the agreement, if Party B does not inform Party A of the above
mentioned faults, if any. Party A has rights to refuse to pay for the use of the
patents, and have rights to claim to be reimbursed by Party B of the related
additional expenses.
VII.
According
to Section 50 of the Patent Law, after the execution of this agreement, when
Party B’s patent is revoked or declared invalid, and if there is no obvious
violation of this agreement. Then neither will Party B return the transfer fee
to Party A nor will Party A return the entire materials to Party B.
If this
agreement is not made under the principle of fairness, or Party B intentionally
causes damages to Party A, then Party B should return the transfer fee to Party
A.
If when a
third party’s claim to revocation of the patent to the Patent Office, or request
the Patent Reexamination Committee to declare the patent invalid, or refuse to
accept the Committee’s arbitrament to the patents then file a suit with a
people’s court, Party A should take the responsibility to defense and undertake
all the fees occurred if under the circumstance.
VIII.
The
amount and the form of payment of the patents are as follows:
1. The
total amount of the patent transfer fee is: 54,112,700
RMB.
2. The
payments are to be made in installments, 25% at the end of January,
2010, 25% at the end of March, 2010, 30% at the end of June, 2010 and 20% at the
end of August, 2010.
3. For
both parties are Chinese citizens and legal persons, tax related to the transfer
fee in the agreement should be paid by Party B according to the Tax Law of
People’s Republic of China.
IX
Both
parties’ rights:
1. Party
A has the rights to further improve the patents which purchased from Party B.
The resulted advanced new technical achievements shall be owned by Party
A.
2. Party
B also has the rights to further improve the patents which have sold to Party A.
The resulted advanced new technical achievements shall be owned by Party
B.
.
X
To Party
B:
1. If
Party B refuses to deliver all the materials specified in the agreement or
refuses to transfer the patent registration to Party A, then Party A has the
rights to terminate the agreement and requires Party B to return the transfer
fee and to be reimbursed by 3% of the transfer
fee as liquidated damages.
2. If
Party B exceeds the time limit to transfer the patent registration to Party A
without any justified reasons, Party B should pay Party A liquidated damages at
0.5% of the transfer
fee every week. If it’s overdue for two months, Party A has the right to
terminate the agreement and requires Party B to return the transfer
fee.
To Party
A:
1. If
Party A fails to make payment, Party B has the rights recind the contract and
request for the return of all the materials related to the patents, Party A is
also subject to a 3% liquidated damages.
2. If
Party A is late on its payments, there is a late fee of 0.5% of the unpaid
transfer fee in the payment period for every 5 days. If Party A is 2 months late
on its payments, then Party B has the rights to terminate the agreement and
receive additional 1% of the total consideration as damages.
XI.
Dispute Resolution
(i)
This agreement is subject to Chinese law and construed according to
it.
(ii)
The disputes occurred in the process of implementation of the agreement could be
settled by both parties through negotiation or the coodination conducted by
related departments. If these approaches are fail, also can:
1. Submit
to the Arbitration Committee for arbitration.
2. File a
suit to the People’s court.
XII.
Validity of the agreement
This
agreement shall be effective upon the date that both parties or the legal
representatives or the authorized representative sign and seal hereunder. The
agreement has two copies, each party holds one. Both one have the same legal
effect.
XIII.
This
agreement shall be effective upon the signing date. During the implementation of
the agreement, any change and modification should be determined by both parties
after negotiation in written form. The amendment has the same effect as
component of the entire agreement.
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Transferor
(seal)
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Transferee
(seal)
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Legal
representative (signature)
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Legal
representative (signature)
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Date:
January 2010
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Date:
January 2010
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