DATED AUGUST 10 1999
IAT MULTIMEDIA INC
and
IAT AG
and
ALGO VISION PLC
---------------------
INTELLECTUAL PROPERTY
ASSIGNMENT
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Xxxxx & XxXxxxxx
000 Xxx Xxxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Tel: (0000) 000 0000
Fax: (0000) 000 0000
Ref: CJC/NHC/KHW
INTELLECTUAL PROPERTY ASSIGNMENT
--------------------------------
BETWEEN:
IAT MULTIMEDIA Inc, a Delaware, USA corporation ("IATM")
and
IAT XX, XX-0000 Xxxxx ("AG"), a Swiss corporation, which is a wholly owned
subsidiary of IATM
and
ALGO VISION PLC, a company incorporated in England and Wales with its registered
office at 2 Xxxxxxxx'x Xxx, Xxxxxx XX0X 0XX ("AV plc")
RECITALS:
(A) Under an Agreement for the Acquisition of Intellectual Property Rights
between IATM, AG, AV plc and Algo Vision Schweiz AG ("the Agreement")
AG agreed that, subject to the admission to trading on EASDAQ of
certain shares of AV plc, AG would, on or within seven days of
admission, transfer, or where applicable procure that its Affiliates
(as defined below) would transfer, certain Intellectual Property (also
as defined below) into the joint names of AG and AV plc in the form of
50% co-ownership (Miteigentum) in consideration of a fee of one million
US dollars and certain royalty rights.
(B) The Agreement further provided that AV plc shall be obligated, from 14
days after the said admission but no later than 30 days thereafter, to
call upon the IATM Group to transfer its entire interest in the 50%
co-ownership of the Intellectual Property and in any Improvements (as
defined below) made or acquired by the IATM Group during the
co-
ownership period in consideration of a fee of US$2.5 million and
certain additional consideration payments.
(C) The parties have already entered into an assignment transferring the
Intellectual Property into co-ownership. This agreement is entered into
in order to effect the second stage of the ownership transfer.
OPERATIVE PROVISIONS
1. DEFINITIONS
1.1 "Admission" means the admission to trading on EASDAQ of 14,464,654
shares of (pounds sterling)0.01 each, being the whole of the issued
ordinary share capital of AV plc and the shares forming part of the
authorised share capital but unissued share capital of AV plc
sufficient to satisfy obligations to issue further shares which it
has assumed as at Admission;
1.2 "Affiliate" means, with respect to any undertaking or legal person, any
other undertaking or legal person directly or indirectly controlling,
controlled by, or under common control with such undertaking or legal
person;
1.3 "Effective Date" means the date of Admission;
1.4 "The Fee" means the fee of US $2.5 million payable by AV plc to AG to
acquire entire ownership of the Intellectual Property and the
Improvements;
1.5 "IATM Group" means IATM and its Affiliates from time to time, including
AG;
1.6 "Improvements" means improvements based essentially on the Intellectual
Property;
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1.7 "Intellectual Property" means the intellectual property owned or used
by AG at the date of the Spin Off Agreement, together with intellectual
property owned or used by AG at the Effective Date, including, but not
limited to, the Patent Rights and the Trade Xxxx Rights but, for the
avoidance of doubt, not including any rights whatsoever to the IAT name
or xxxx, ownership of which shall remain exclusively in the IATM Group
(intellectual property meaning, without limitation, patents, patent
applications, copyrights, trademarks, trademark registrations, service
marks, service xxxx registrations, inventions, trade secrets and
licences of any of the foregoing);
1.8 "The Patent Rights" means German patent application number 197 37
258.9, European patent application number 98115394.3-2202/0899958 and
US patent application number 09/138,640;
1.9 "Spin-off Agreement" means the Spin-off Agreement of 11 March 1988
between IATM, AG, Xx. Xxxxxx Xxxx and IATC;
1.10 "The Trade Xxxx Rights" means Community Trade Xxxx number 000623751
(WONDERBOARD), Community Trade Xxxx number 000623777 (MOVING STILL
IMAGE), Swiss trade xxxx application number 456211 (WONDERBOARD), US
trademark application 75/354,082 (WONDERBOARD), Swiss trade xxxx
application number 06441/1997 (MOVING STILL IMAGE) and any rights
deriving from the terminated US trademark application 75/353,932
(MOVING STILL IMAGE).
2. ASSIGNMENT
2.1 In consideration of the Fee, receipt of which is hereby acknowledged,
and certain additional consideration payments, as set out in the
Agreement for the Acquisition of Intellectual Property Rights, AG and
IATM hereby assign their interest in the Intellectual Property and the
Improvements entirely into the name of AV plc.
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2.2 The above assignment shall be subject to the obtaining of any necessary
third party consents which the IATM Group is obliged to assist in
obtaining under the Agreement.
3. FURTHER ASSURANCE
3.1 AG and its Affiliates shall enter into all such documents and do all
acts as may be reasonably requested by AV plc to effect the purposes of
this assignment, including without limitation all such documents and
acts necessary for effecting the aforementioned transfer of the
Intellectual Property.
4. GOVERNING LAW
4.1 This assignment shall be governed by Swiss law.
EXECUTED BY:
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IAT MULTIMEDIA INC
Place, Date
August 10, 1999
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Signature
/s/ Xxxxx Xxxx
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Name (in capitals)
XXXXX XXXX
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Position
Chairman and Chief Executive Officer
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IAT AG
Place, Date
August 10, 1999
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Signature
/s/ Xxxxx Xxxxxxxxxx
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Name (in capitals)
XXXXX XXXXXXXXXX
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Position
Chief Financial Officer
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ALGO VISION PLC
Place, Date
August 10, 1999
-------------------------------------
Signature
/s/ Xxxxxx Xxxx
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Name (in capitals)
XXXXXX XXXX
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Position
Director
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