PATENT LICENSE AGREEMENT (HONEY STRAW SEALING MACHINE)
(HONEY STRAW SEALING MACHINE)
THIS AGREEMENT, effective this 25th day, of May (Month), 2020 (year), is entered into by Superbee Network Singapore Pte Ltd (hereinafter “LICENSOR”) and Xxxxxx Phytochem, Inc. (hereinafter “LICENSEE”).
| 1.2. | CLOSING. “Closing” shall occur when both LICENSOR and LICENSEE have applied their respective signatures to this Agreement. |
Applications
(a) Singapore Application Serial No. 10202002434U Date Filed: 17th March 2020
SECTION 2. GRANT OF INVENTION AND PATENT RIGHTS
In consideration for the up-front monies and royalty to be paid under Sections 3 and 4, LICENSOR grants to LICENSEE:
| (a) | an exclusive, nontransferable license to manufacture and market the INVENTION |
in Singapore;
(b) an exclusive, nontransferable license to manufacture and market the INVENTION in all foreign countries;
(c) all rights under the Patent Rights; and
(d) all technology, trade secrets and know-how related to the design and manufacture of the INVENTION, including all design plans, blueprints and any documentation or software related thereto.
LICENSEE shall pay to LICENSOR on the date of Closing $25,000,000 in United States dollars. The up-front monies are not to be considered part of the royalties due under Section 4 of this Agreement.
Upon Closing, LICENSEE shall pay LICENSOR a royalty payment based upon the Gross Sales of the LICENSEE. Said royalty payment shall be calculated based upon 25% of the Gross Sales of the LICENSEE with regard to the Invention exceeding $2,500,000 per annum in United States dollars.
SECTION 5. TIMING OF ROYALTY PAYMENTS AND MINIMUM ROYALTY
SECTION 6. REPORTS AND RECORDS
SECTION 7. OBLIGATIONS OF LICENSOR
The LICENSOR agrees with the LICENSEE to execute such documents and give such assistance as the LICENSEE may reasonably require:
(a) to defeat any challenge to the validity of, and resolve any questions concerning the Patent Rights;
(b) to apply for and obtain patents or similar protection for the INVENTION in other parts of the world at the LICENSEE’s expense;
(c) to do all that is necessary to vest such protection in the LICENSEE;
(d) to inform the LICENSEE of all technical information concerning the INVENTION; and
(e) to supply the LICENSEE with any documents or drawings relevant to the INVENTION.
SECTION 8. REPRESENTATIONS AND WARRANTIES OF LICENSOR
8.1. LICENSOR represents and warrants to LICENSEE as follows:
(a) LICENSOR is the sole and exclusive owner of the INVENTION and the Patent Rights. No other parties have any right or interest in or to the INVENTION nor to the Patent Rights;
(b) All rights to the INVENTION and the Patent Rights are free and clear of all liens, claims, security interests and other encumbrances of any kind or nature;
(c) The LICENSOR has not granted any licenses to use the INVENTION to any other parties;
(d) LICENSOR has the right and power to enter into this Agreement, and has made no prior transfer, sale or assignment of any part of the INVENTION, patent rights pertaining to the INVENTION or the Patent Rights;
(e) As of the date hereof and as of the Closing date, LICENSOR is not aware of any parties infringing on the patent rights transferred hereunder;
(f) LICENSOR is not aware that the INVENTION infringes upon any patent, but LICENSOR does not otherwise warrant or guarantee the validity of the Patent Rights or that the INVENTION does not infringe any valid and subsisting patent or other rights not held by the LICENSOR; and
(g) The INVENTION was not procured by the use of confidential information, trade secrets, or in other respects in violation of law, and there is no action, order or proceeding, to the LICENSOR’s knowledge, alleging any of the foregoing.
| 8.2 | Each of the warranties and representations set forth above shall be true on and as of the date of Closing, as though such warranty and representation was made as of such time. All warranties and representations shall survive closing. |
SECTION 9. LICENSEE’S OBLIGATIONS
SECTION 10. CONDITIONS TO CLOSING
LICENSEE’s obligation to pay the up-front monies and the royalty shall be subject to the satisfaction on or before the Closing of the following conditions, any one or more which may be waived by LICENSEE:
(a) The warranties and representations made by the LICENSOR in this Agreement shall be true and correct in all material respects on the Closing date as if such warranties and representations had been given as of the Closing date.
(b) LICENSOR shall have delivered to LICENSEE such instruments of transfer as may be reasonably requested by LICENSEE to consummate the transactions contemplated hereby.
SECTION 11. MARKING OF INVENTION
LICENSEE agrees to affix patent pending and patent notices to all INVENTIONs prior to their sale. Each device shall have either the words “PATENT PENDING” or “Patent No.” followed by the patent number conspicuously marked on each of the goods sold under the Patent Rights subject to the reasonable approval of the LICENSOR.
SECTION 12. DURATION AND TERMINATION
12.1.This Agreement shall remain in full force and effect unless and until termination or cancellation as hereinafter provided.
12.2.If LICENSEE shall at any time default in rendering any of the statements required hereunder, and payment of any monies due hereunder, or in fulfilling any of the other material obligations hereof, and such default is not cured within fifteen days after written notice is given by the LICENSOR to LICENSEE, LICENSOR shall have the right to terminate this Agreement by giving written notice of termination to LICENSEE. LICENSEE shall have the right to cure any such default up to, but not after the written notice of termination.
12.3.LICENSOR shall have the right to terminate this Agreement by giving written notice of termination to LICENSEE in the event of any of the following:
(a) liquidation of LICENSEE;
(b) insolvency or bankruptcy of LICENSEE, whether voluntary or involuntary; or
(c) appointment of a Trustee or Receiver for LICENSEE.
12.4.LICENSOR shall have the right to terminate this Agreement, by giving three months written notice, if after the second year of this agreement the previous years total royalty payment is lower than $625,000.
12.5.LICENSEE shall have the right to terminate this Agreement, by giving three months notice, if all patent applications, continuation, continuation-in-part or divisional applications, related to the INVENTION become abandoned without issuing into a patent.
12.6.LICENSEE shall have the right to terminate this Agreement, by giving three months notice, if a court of law determines all of the issued patents to be invalid.
SECTION 13. MAINTENANCE FEES AND INFRINGEMENT COSTS
13.1. MAINTENANCE FEES. LICENSEE shall be responsible for paying all maintenance fees for the Patent Rights until they expire.
SECTION 14. BINDING ARBITRATION
Any controversy or claim arising out of or relating to this contract, or the breach thereof, between the LICENSOR and the LICENSEE shall be settled by the competent jurisdiction of Singapore or United States of America. The judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
This Agreement shall be governed in accordance with the substantive laws of the Singapore or United States of America.
16.1. The parties agree that if any part, term, or provision of this Agreement shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected thereby.
16.2. In the event the legality of any provision of this Agreement is brought into question because of a decision by a court of competent jurisdiction, LICENSOR, by written notice to LICENSEE, may revise the provision in question or delete it entirely so as to comply with the decision of said court.
SECTION 17. NOTICES UNDER THE AGREEMENT
For the purposes of all written communications and notices between the parties, their addresses shall be:
LICENSOR: Attn: Xx. XXXX Huieng Xxxxxx
Superbee Network Singapore Pte Ltd
0 Xxxx Xxxxx Xxx 0
#00- 00, XX-0
Xxxxxxxxx 000000
LICENSEE: Attn: TAN Jacksaa Xxxxxx
00X Xxxxx Xx XXX X
Xxxxxxxx, XX 00000
XXX
The parties agree this Agreement imposes personal obligations on LICENSEE. LICENSEE shall not assign any rights under this Agreement without the written consent of LICENSOR. LICENSOR may assign all rights hereunder.
This Agreement sets forth all of the covenants, promises, agreements, conditions and understandings between the parties and there are no covenants, promises, agreements or conditions, either oral or written, between them other than herein set forth. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon either party unless reduced in writing and signed by them.
For and on behalf of LICENSOR:
/s/ HuiEng Ling
Date: 25 May 2020
By: Xxxxxx Xxxx Hui Eng
For and on behalf of LICENSEE:
/s/ Jacksaa Tan
Date: 25 May 2020
By: Tan Jacksaa Xxxxxx