Sales Contract for Patents
between the company
American Electromedics Corp.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇.▇.▇.
duly represented by ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, authorized by
Equidyne Systems Inc. with a letter dated July 06, 1999
and the company
Equidyne Systems Inc.
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇; USA
duly represented by ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, authorized by
Equidyne Systems Inc. with a letter dated July 06, 1999
- in the following called "seller" -
and the company
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
duly represented by ▇▇. ▇▇▇▇ ▇▇▇▇▇, having sole authority of representation
- in the following called "buyer" -
Preface
Subject of this contract is the European part of the PCT-application
PCT/US96/16184 (Publication WO 98/15307). The application concerns a "hypodermic
jet injector". An identical application to the PCT-application in the USA (US
5,569,189) already led to a patent. The following countries are mentioned in the
application: Austria, Switzerland, Germany, Denmark, Spain, France, Great
Britain, Ireland, Liechtenstein, Netherlands and Sweden. For these countries the
application is in force. The device already is being used commercially by the
seller. The buyer wants to acquire the application and produce and distribute
the hypodermic jet injector. The seller alone is entitled to dispose of the
application in the mentioned countries.
With notarial deed of May 26, 1999 (No. 65/1999 of the Notary ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Berlin) the shareholder's meeting of ▇▇▇▇▇ GmbH decided on a capital increase in
kind by the transferral of the Patents "Hypodermic Jet Injector" (Patent No.
5569180) and the "Hypodermic Jet Injector (Patent No. 55704911). With the
decision of the shareholder's meeting of June 28, 1999, this decision was
revoked. It is yet unclear whether with the notarial deed the patents
effectively have been transferred and, if it is so, whether with the private
decision of the shareholders of June 28, 1999 the transferal back has
effectively been done.
ss. 1 Condition
This contract comes into force with the effective participation of Concord
Effekten AG and ▇▇. ▇▇▇▇ ▇▇▇▇▇ in ▇▇▇▇▇ GmbH.
English translation for information purposes only
If the buyer effectively still is the owner of the patents Hypodermic Jet
Injector (No. 5569180) and Hypodermic Jet Injector (No. 55704911), these patents
are herewith transferred back to American Electromedics Corp. out of safety
reasons.
English translation for information purposes only
ss. 2 Subject of Contract
1) The seller sells and transfers to the buyer the European part of the
PCT-application PCT/US96/16184 (Publication WO 98/15307) "hypodermic jet
injector" including all rights and obligations, especially the right on the
patent, the right to receive the patent and the rights out of the patent.
2) The seller agrees to the "renaming" of the application in the European
Patent Office or in the individual Patent Offices in the European countries
and he is obliged to hand over the necessary documents for this and to sign
all necessary documents.
ss. 3 Price
1) The price agreed upon is USDollars 750,000.
2) The price is payable within 7 days from the date of the signing of the
Investment agreement between the seller, Concord Effekten AG, the buyer,
▇▇. ▇▇▇▇▇ and Mr. von zur Gathen.
3) The amount will be reimbursed, if the application or a derived right is
being lost caused by the seller through negligence or willful act.
4) The amount shall be reimbursed as well, if the application or a derived
right perishes because of a publication by the seller prior to October 9,
1996.
5) If the application does not lead to patents due to other reasons, the
seller herewith on an exclusivity basis transfers to the buyer the direct
and indirect marketing, production and selling rights of the products, for
which the application has been done, for Europe.
ss. 4 Guarantee Clauses
1) The buyer is aware of the technical details of the inventions mentioned in
this contract.
2) The seller confirms that he is not aware of any legal deficiency of the
PCT-application and of any factual deficiency of the invention. The seller
confirms, that the European part of the PCT-application is free from rights
of third parties and that no licenses have been granted for the countries
mentioned in the Preface.
3) The seller is aware of the international research report of the
PCT-application. The seller confirms that he is not aware of any additional
state of technology that may be in the way of the patent granting.
ss. 5 Secrecy
The seller herewith is obliged not to reveal a third party his knowledge
concerning the hypodermic jet injection.
ss. 6 Non-aggression obligation
English translation for information purposes only
The seller herewith is obliged not to attack any right derived from the
PCT-application nor to assist third parties in such attacks on the rights.
English translation for information purposes only
ss. 7 Charges
All charges and fees connected to this contract and all charges for the
transferal of the application are for the account of the buyer. The buyer also
pays all charges and fees that become due after effectiveness of this contract
for the maintaining of the application.
ss. 8 Place of jurisdiction and applicable law
For all disputes arising out of the contract the District Court (Landgericht)
Berlin will have jurisdiction. German law applies.
Berlin, July 8, 1999
Equidyne Systems Inc.
s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
American Electromedics Corp.
represented by ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
President of American Electromedics Corp.
s/ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ GmbH Medizintechnik
▇▇▇▇ ▇▇▇▇▇
General Manager
English translation for information purposes only
