AGREEMENT
Made in Petach-Tiqwa as of the .. day of ............, 199..
BETWEEN CASDIM SOFTWARE SYSTEMS LTD.
R.N. 00-000000-0
of 0 Xx'xxxx Xxxxxx, Xxxxxx-Xxxxx
(hereinafter referred to as "the Seller")
of the first party
AND BETWEEN C.I.S. CLINICAL INFORMATION SYSTEMS LTD.
R.N. 00-000000-0
of 0 Xx'xxxx Xxxxxx, Xxxxxx-Xxxxx
(hereinafter referred to as "the Purchaser")
WHEREAS on the 10yh day of March, 1994, the Seller has submitted to
the Israeli Patent Registrer an application to register
patent no. 108935, concerning an information system and
multimedia terminal;
AND WHEREAS the Seller is interested in selling to the Purchaser all its
rights connected with the application, the patent that will
be registered and the invention forming the subject of the
application and /or the Patent, and the Purchaser is
interested in purchasing all the rights as above indicated
from the Seller;
Thus it was declared, termed and agreed by the parties as
follows:
1. The preamble to this Agreement forms an integral part thereof.
2. The Seller hereby sells to the Purchaser and the Purchaser hereby
purchases form the Seller the entire rights connected with the Patent.
3. The Patent as in its meaning within this Agreement is that which is
the subject of the application to register a Patent no. 108935.
- 2-
4. 4.1 In consideration for the complete fulfillment of all the
Seller's obligations under this Agreement and the transfer
of the full rights to the Patent with all that this entails
to the Purchaser, the Purchaser shall pay the Seller the
amount of $500,000 - (five hundred thousand US Dollars
(hereinafter referred to as "the Consideration").
4.2 The Consideration shall be paid in NIS at the representative
rate of the exchange of the Dollar that will be known on the
day each payment is made.
4.3 The Consideration shall be paid on the dates and in the
installments that are to be agreed between the parties, but
not later than the lst of June, 1995.
5. The ownership of the Patent with all that this implies and/or that
arises out of it shall be transferred to the Purchaser only on
completion of payment of the Consideration as stated in clause 4.
6. The Purchaser shall be entitled to continue with the proceedings for
registration of the Patent and also to register the Patent in any
country whatsoever, at its discretion.
7. The Purchaser shall, at its sole discretion, be entitled to allow
others to participate and/or to transfer to others, either in Israel
or outside Israel, its rights in accordance with this Agreement or in
accordance with any law, for consideration and/or without it.
8. Subject to the provisions of clause 5 above, the Seller shall not, at
any time, have any rights in the Patent with all that is connected
with and/or arises from it and it shall not be entitled to make any
demand and/or claim to the Purchaser and/or [to] any third party
whatsoever in connection with the aforesaid Patent concerning the past
and/or the future.
9. 9.1 The parties shall sign any document and appear before any
person, company and/or authority, either in Israel or
outside Israel in order with the utmost efficiency to put
into effect the provisions of this Agreement providing only
that the Purchaser shall bear all the Seller's expenditure
that shall be caused to the latter in according with this
clause.
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9.2 Without detracing from the provisions in clause 9.1 above,
the parties shall, at the time of signing this Agreement,
sign a xxxx of transfer of the rights under the patent
application [to be] phrased as hereto appended.
10. A party that shall be in breach of its undertakings according to this
Agreement shall pay the party fullfilling [the same] compensation
agreed in advance amounting to $50,000- (fifty thousand US Dollars)
and this without detracing from the fulfilling party's right to any
additional compensation under any law.
11. Any notification sent by one party to the other shall be deemed to
have reached its destination with delivery by hand and/or after 72
hours from the moment it has been handed in to any post office in
Israel and of its dispatch by registered mail, according to the
addresses indicated in the heading to this Agreement.
IN WITNESS HEREOF, THE PARTIES SET FORTH THEIR HAND AT THE
ABOVE TIME AND PLACE
__________ _____________
THE SELLER THE PURCHASER
