DATED 2005 (1) FERVENT GROUP LIMITED and (2) KENABELL HOLDING LIMITED
DATED
2005
(1)
FERVENT GROUP LIMITED
and
(2)
KENABELL HOLDING LIMITED
AGREEMENT
FOR THE
SALE
AND PURCHASE OF
THE
ENTIRE ISSUED SHARE CAPITAL OF
MEASUREMENT
LTD.
▇▇▇▇▇
&
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇
▇▇▇▇
Telephone:
(▇▇▇) ▇▇▇▇-▇▇▇▇
Fax:
(▇▇▇) ▇▇▇▇-▇▇▇▇
Ref:
YTC/RCT/32183700-000001/rct10353
CONTENTS
| Number | Clause Headings | Page |
|
1.
|
Definitions
and Interpretation
|
1
|
|
2.
|
Sale
of Sale Share
|
8
|
|
3.
|
Consideration
|
8
|
|
4.
|
Conditions
|
9
|
|
5.
|
Completion
|
9
|
|
6.
|
Effective
Date Accounts
|
12
|
|
7.
|
Adjustment
of Consideration
|
14
|
|
8.
|
Non-competition
undertaking
|
16
|
|
9.
|
Warranties
and Indemnities
|
18
|
|
10.
|
The
Purchaser’s Remedies
|
23
|
|
11.
|
The
Purchaser’s Warranties And Undertakings
|
24
|
|
12.
|
Restriction
on Announcements
|
25
|
|
13.
|
Pre-Completion
Obligations and Post-Completion Obligations
|
25
|
|
14.
|
Confidentiality
of Information
|
28
|
|
15.
|
Costs
|
28
|
|
16.
|
General
|
28
|
|
17.
|
Notices
|
29
|
|
18.
|
Governing
Law and Submission to Jurisdiction
|
30
|
|
SCHEDULE
1 Details of the Company
|
32
|
|
|
SCHEDULE
2 Effective Date Accounts
|
33
|
|
|
SCHEDULE
3 Warranties
|
34
|
|
|
SCHEDULE
4 List of Intellectual Property Rights
|
44
|
|
|
SCHEDULE
5 List of Software
|
60
|
|
|
SCHEDULE
6 Form of Letters of Resignation
|
61
|
|
|
SCHEDULE
7 Form of Promissory Note
|
62
|
|
|
SCHEDULE
8 Form of Deed of Guarantee
|
64
|
|
|
SCHEDULE
9 Form of Deed of Design Patents Assignment (non-PRC)
|
68
|
|
|
SCHEDULE
10 Form of Deed of Design Patents Assignment (PRC)
|
76
|
|
|
SCHEDULE
11 Form of Deed of Utility Patents Assignment (non-PRC)
|
97
|
|
|
SCHEDULE
12 Form of Deed of Utility Model Patents Assignment (PRC)
|
105
|
|
|
SCHEDULE
13 Form of Deed of Utility Patents Licence (non-PRC)
|
108
|
|
2
|
SCHEDULE
14 Form of Patents Licence (PRC)
|
117
|
|
|
SCHEDULE
15 Form of Deed of Trademarks Assignment
|
125
|
|
|
SCHEDULE
16 Pro forma combined unaudited statement of assets and liabilities
of the
Company as at 31 October 2005
|
131
|
|
|
SCHEDULE
17 Form of acknowledgment of receipt to be signed by the Transferring
Employees
|
132
|
|
|
Execution
|
133
|
|
3
DATE: 2005
PARTIES:
|
(1)
|
Kenabell
Holding Limited, a company incorporated in the British Virgin Islands
with
registered number 573155
whose registered office is at Trident
▇▇▇▇▇▇▇▇ Road
Town, 146 Tortola, British Virgin Islands
(the “Vendor”);
and
|
|
(2)
|
Fervent
Group Limited, a company incorporated in British Virgin Islands with
registered number 550235 whose registered office is at P.O. Box 957,
Offshore Incorporations Centre, Road Town, Tortola, British Virgin
Islands
(the “Purchaser”).
|
RECITALS:
|
(A)
|
The
Vendor is the registered holder and beneficial owner of all of the
issued
shares in the capital of Measurement Ltd. (“the
Company”).
Particulars of the Company are set out in Schedule
1.
|
|
(B)
|
The
Vendor wishes to sell and the Purchaser wishes to purchase the said
shares
on the terms and conditions set out in this
Agreement.
|
TERMS
AGREED:
|
1.
|
Definitions
and Interpretation
|
|
1.1
|
In
this Agreement where the context so admits the following words and
expressions shall have the following
meanings:
|
|
“Accounting
Date”
|
31
March 2005;
|
|
“Accounts”
|
the
audited financial statements of the Company for the accounting
period
which ended on the Accounting Date (such financial statement comprising
a
balance sheet, profit and loss account, notes and directors’ and auditors’
report) and the profit and loss account and balance sheet of the
Company
as at and for the period ended on the Accounting Date;
|
|
“Affiliates”
|
means,
in respect of any entity, any company or person that, directly
or
indirectly, Controls, is Controlled by or is under common Control
with the
entity;
|
|
“Asset
Purchase Agreements”
|
the
3 asset purchase agreements dated 30 November 2005 entered into
between
the Company and each of MSI and MSI Asia and between MSI China
and
永澵椅子(深圳)有榰公司;
|
|
“Board”
|
the
board of directors of the Company for the time
being;
|
|
“Business
Day”
|
means
a da other than a Saturday or Sunday or public holiday on which
banks are
open for business in Hong Kong;
|
|
“Company”
|
Measurement
Ltd., details of which are set out in Schedule 1;
|
|
"Company
Affiliate"
|
means,
any other Person that, directly or indirectly, Controls, is Controlled
by
or is under common Control with the Company;
|
|
“Companies
Ordinance”
|
the
Companies Ordinance (Chapter 32 of the Laws of Hong
Kong);
|
|
“Completion”
|
completion
of the sale and purchase of the Sale Share as specified in Clause
5;
|
|
“Completion
Date”
|
16
December 2005 (or such later date as the Parties may agree in
writing);
|
|
“Conditions”
|
the
conditions specified in Clause 4.1;
|
|
“Consideration”
|
the
amount of US$17,393,000.00, being the total consideration for the
Sale
Share being the aggregate of the sums specified in Clause 3 (subject
to
adjustment in accordance with Clause 7);
|
|
“Control”
|
means
the: (1) ownership of or the ability to direct (a) in the case
of a
corporation or body corporate (i) a majority of the issued shares
entitled
to vote for election of directors (or analogous Persons) of such
body
corporate, (ii) the appointment or removal of directors having
a majority
of the voting rights exercisable at meetings of the board of directors
(or
analogous body or bodies, including, without limiting the generality
of
the foregoing, management boards and supervisory boards) of that
undertaking on all or substantially all matters, or (iii) a majority
of
the voting rights exercisable at general meetings of the members
of that
undertaking on all, or substantially all, matters, or (b) in the
case of
any other Person, a majority of the voting rights in such Person;
or (2)
in the case of a corporation or a body corporate or any other Person,
the
direct or indirect possession of the power to direct or cause the
direction of the management and policies of the same (whether through
the
ownership of voting securities, by contract or howsoever otherwise)
and
“Controlled” shall be construed
accordingly;
|
-
2 -
|
“Deed
of Design Patents Assignment (non-PRC)”
|
the
deed of design patents assignment to be entered into between MSI
and the
Company in the form substantially the same as the form set out
in Schedule
9;
|
|
“Deed
of Design Patents Assignment (PRC)”
|
the
deed of design patents assignment to be entered into between MSI
China
and the
Company in the form substantially the same as the form set out
in Schedule
10;
|
|
“Deed
of Patents Licence (PRC)”
|
the
deed of design patents licence to be
entered into between MSI China and the Company in
the form substantially the same as the form set out in Schedule
14;
|
|
“Deed
of Guarantee”
|
the
guarantee to be given by ▇▇. ▇▇▇ Man Ban and ▇▇. ▇▇▇▇ Po Sang pursuant
to
Clause 3.4 in the form set out in Schedule 8;
|
|
“Deed
of Trademarks Assignment”
|
the
deed of trademarks assignment to be entered into between MSI and
the
Company in the form substantially the same as the form set out
in Schedule
15;
|
|
“Deed
of Utility Model Patents Assignment (PRC)”
|
the
deed of utility model patents assignment to be entered into between
MSI
China and the Company in the form substantially the same as the
form set
out in Schedule 12;
|
|
“Deed
of Utility Patents Assignment (non-PRC)”
|
the
deed of utility patents assignment to be entered into between MSI
and the
Company in the form substantially the same as the form set out
in Schedule
11;
|
|
“Deed
of Utility Patents Licence (non-PRC)”
|
the
deed of utility patents licence to be
entered into between MSI and the Company in the form substantially
the
same as the form set out in Schedule 13;
|
|
“Design
Patents”
|
the
design patents listed in Schedule 4;
|
|
“Directors”
|
the
persons listed as directors of the Company in Schedule
1;
|
|
“Disclosure
Letter”
|
the
letter of today’s date from the Vendor to the Purchaser the receipt of
which has been acknowledged by the Purchaser;
|
|
“Earn-out
Guarantee”
|
the
guarantee to be given by River Display Limited pursuant to Clause
3.3 in
the approved terms;
|
-
3 -
|
“Effective
Date Accounts”
|
the
balance sheet of the Company made up as at the close of business
on 30
November 2005 and the profit and loss account of the Company for
the
period from the day immediately following the Accounting Date to
30
November 2005, to be prepared and agreed or determined in accordance
with
the provisions of Clause 6;
|
|
“Event”
|
an
event, act, transaction or omission including, without limitation,
a
receipt or accrual of income or gains, distribution, acquisition,
disposal, transfer, payment, loan or advance;
|
|
“Home
Use”
|
as
applied to a product, that the product is intended for and marketed
solely
directly to consumers and for use in the home. For the avoidance
of doubt,
any product marketed directly to physicians, medical offices, hospitals,
nursing homes, rehabilitation centers, restaurants and/or commercial
kitchens, and any product marketed (whether marketed to consumers
or
businesses) as being of the type sold to any of the foregoing,
shall not
be a product for “Home Use.”
|
|
the
Hong Kong Special Administrative Region of the People’s Republic of
China;
|
|
|
“Initial
Consideration”
|
the
amount of US$8,393,000.00 (subject to adjustment in accordance
with Clause
7);
|
|
“Intellectual
Property”
|
includes
patents, trademarks, service marks, trade dress, Knowhow, designs,
copyrights, business names, registrations of, applications to register
and
rights to apply for registration of any of the aforesaid items,
rights in
the nature of any of the aforesaid items in any country, rights
in the
nature of unfair competition rights and rights to ▇▇▇ for passing
off;
|
|
“Knowhow”
|
includes
processing instructions, specifications, technical information,
process
technology, methods, trade secrets and other confidential
information;
|
|
“Loadcell
Patents”
|
the
invention and design patents relating to loadcell as listed in
Schedule
4;
|
|
“Letters
of Resignation”
|
the
letters of resignation from each of the Directors and the secretary
of the
Company in the form set out in Schedule
6;
|
-
4 -
|
“Management
Accounts”
|
the
unaudited balance sheet of the Company as at 31 October 2005 and
the
unaudited profit and loss account of the Company for the period
commencing
from the day immediately following the Accounting Date and ended
on 31
October 2005;
|
|
“Microfused
Technology”
|
shall
mean Knowhow, patents and patent applications all relating to attaching
silicon gauges to any substrate using a glass-fused
process;
|
|
“Moral
Rights”
|
the
rights of an author of a copyright literary, dramatic, musical
or artistic
work or a director of a copyright film (“Work”) to be identified as the
author or director (as the case may be) of the Work, not to have
the Work
subjected to derogatory treatment and not to have a Work falsely
attributed to him as the author or director (as the case may be),
and
rights in the nature of the aforesaid rights in any
country;
|
|
“MSI”
|
Measurement
Specialties Inc., a company incorporated in the United States of
America
which is the ultimate holding company of the Vendor;
|
|
“MSI
Asia”
|
MSI
Sensors (Asia) Limited, a company incorporated in Hong Kong, which
is
indirectly and wholly-owned by MSI;
|
|
“MSI
China”
|
MSI
Sensors (China) Limited, a company incorporated in Shenzhen, the
PRC,
which is wholly-owned by MSI Asia;
|
|
“MSI
Group”
|
the
group of companies comprising MSI and its subsidiaries;
|
|
“Parties”
|
the
named parties to this Agreement and their respective
successors;
|
|
“PRC”
|
the
People’s Republic of China but excluding, for the purposes of this
Agreement, Hong Kong, Macau and Taiwan;
|
|
“Promissory
Note”
|
the
promissory note to be given by the Purchaser to the Vendor at Completion
for the amount of US$4,000,000.00 (subject to adjustment in accordance
with Clause 7) pursuant to Clause 3.4 in the form set out in Schedule
7;
|
|
“Purchaser’s
Accountants”
|
M.B.
▇▇▇ & Co., Certified Public Accountants Ltd. of ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇;
|
-
5 -
|
“Purchaser’s
Group Company”
|
means
the Purchaser or a company which is, on the date of this Agreement,
a
subsidiary or holding company of the Purchaser or a subsidiary
of a
holding company of the Purchaser;
|
|
“Relief”
|
means
any loss, relief, allowance, exemptions, set-off, deduction, right
to
repayment or credit or other relief of a similar nature granted
by or
available in relation to Tax pursuant to any legislation or otherwise;
|
|
“Relevant
Claim”
|
means
a claim by the Purchaser involving or relating to a breach of
Warranty;
|
|
“Retained
Consideration”
|
the
amount of US$5,000,000.00 (subject to adjustment in accordance
with Clause
7);
|
|
“Sale
Share”
|
the
1 (one) share of US$1.00 each, constituting the entire issued share
capital of the Company;
|
|
“Scale
Use”
|
shall
mean any product specifically designed and marketed as a weighing
device;
|
|
“Tax”
|
all
forms of taxation, estate duties, deductions, withholdings and
duties
imposed, levied, collected, withheld or assessed by any local,
municipal,
regional, urban, governmental, state, federal or other body in
Hong Kong
or elsewhere and any interest, additional taxation, penalty, surcharge
or
fine in connection therewith save
to the extent that such additional taxation, penalty, surcharge
or fine is
attributable to the unreasonable delay or default of the Purchaser
of the
Company after Completion;
|
|
“Tax
Authority”
|
any
government, state or municipality or any local, state, federal
or other
authority, body or official anywhere in the world exercising fiscal,
revenue, customs or excise function including without limitation,
the
Inland Revenue Department and Customs and Excise Department of
Hong Kong
or the tax authority or customs and excise authority in the
PRC;
|
|
“Tire
Gauge Business”
|
the
business relating to the development, sale, manufacture, promotion,
marketing, distribution, import and export of tire gauge, distance
estimators or parking sensors;
|
-
6 -
|
“Transferring
Employees”
|
those
employees of the Company, MSI and MSI China whose names shall have
been
notified by the Purchaser to the Vendor on or prior to the Completion
Date
whose employment with the Company, MSI or MSI China (as the case
may be)
will be terminated on or before Completion and to whom offers of
employment shall be made by such companies as shall be nominated
by the
Purchaser on or before Completion;
|
|
“Utility
Patents”
|
the
utility patents listed in Schedule 4;
|
|
“Vendor’s
Group Company”
|
means
the Vendor or a company which is, on the date of this Agreement,
a
subsidiary or holding company of the Vendor or a subsidiary of
a holding
company of the Vendor;
|
|
“Warranties”
|
the
representations, warranties and undertakings contained in Clause
9 and
Schedule 3; and
|
|
“US$”
|
United
States dollars.
|
|
1.2
|
Save
where the context otherwise requires words and phrases the definitions
of
which are contained or referred to in the Companies Ordinance shall
be
construed as having the meaning thereby attributed to
them.
|
|
1.3
|
Any
references, express or implied, to statutes or statutory provisions
shall
be construed as references to those statutes or provisions as respectively
amended or re-enacted or as their application is modified from time
to
time before the date hereof by other provisions and shall include
any
statutes or provisions of which they are re-enactments (whether with
or
without modification) and any orders, regulations, instruments or
other
subordinate legislation under the relevant statute or statutory provision.
References to Sections of consolidating legislation shall, wherever
necessary or appropriate in the context, be construed as including
references to the Sections of the previous legislation from which
the
consolidating legislation has been
prepared.
|
|
1.4
|
References
in this Agreement to Clauses and Schedules are to clauses in and
schedules
to this Agreement (unless the context otherwise requires). The Recitals
and Schedules to this Agreement shall be deemed to form part of this
Agreement.
|
|
1.5
|
Headings
are inserted for convenience only and shall not affect the construction
of
this Agreement.
|
|
1.6
|
The
expressions “the
Vendor”
and “the
Purchaser”
include their respective
successors.
|
|
1.7
|
References
to “persons”
shall include bodies corporate, unincorporated associations and
partnerships (whether or not having separate legal
personality).
|
-
7 -
|
1.8
|
References
to writing shall include any methods of producing or reproducing
words in
a legible and non-transitory form.
|
|
1.9
|
The
masculine gender shall include the feminine and neuter and the singular
number shall include the plural and vice
versa.
|
|
1.10
|
A
document expressed to be “in
the approved terms”
means a document the terms of which have been approved by or on behalf
of
the Parties and a copy of which has been signed for the purposes
of
identification by or on behalf of each Party.
|
| 1.11 |
In
construing this Agreement:
|
|
1.11.1
|
the
rule known as the ejusdem generis rule shall not apply and, accordingly,
general words introduced by the word “other” shall not be given a
restrictive meaning by reason of the fact that they are preceded
by words
indicating a particular class of acts, matters or things;
and
|
|
1.11.2
|
general
words shall not be given a restrictive meaning by reason of the fact
that
they are followed by particular examples intended to be embraced
by the
general words.
|
|
2.
|
Sale
of Sale Share
|
|
2.1
|
Subject
to the terms of this Agreement, the Vendor shall sell as beneficial
owner
and the Purchaser shall purchase, free from all liens, charges and
encumbrances and together with all rights now or hereafter attaching
to
them, including all rights to any dividend or other distribution
declared,
made or paid after the date of this Agreement, the Sale
Share.
|
|
2.2
|
The
Vendor hereby waives and agrees to procure the waiver of any restrictions
on transfer (including pre-emption rights) which may exist in relation
to
the Sale Share, whether under the articles of association of the
Company
or otherwise.
|
|
3.
|
Consideration
|
|
3.1
|
The
total consideration payable for the Sale Share shall be US$17,393,000.00
(seventeen million, three hundred and ninety-three thousand United
States
Dollars) (subject to adjustment in accordance with Clause
7).
|
| 3.2 |
The
Initial Consideration shall be payable on Completion in accordance
with
Clause 5.4.1 (subject to adjustment in accordance with Clause
7).
|
| 3.3 |
The
Retained Consideration shall be payable in eight quarterly equal
instalments of US$625,000.00 each (subject to adjustment in accordance
with Clause 7). The Purchaser shall pay each such instalment on the
last
day of the end of every 3 months commencing from the fifteenth month
after
the Completion Date. The Earn-out Guarantee duly executed on behalf
of
River Display Limited shall be provided to the Vendor in respect
of the
Retained Consideration on
Completion.
|
-
8 -
| 3.4 |
The
balance of the Consideration, being the sum of US$4,000,000.00, shall
be
satisfied by the Purchaser by way of a Promissory Note which shall
be
payable in eight quarterly instalments of US$500,000.00 each (subject
to
adjustment in accordance with Clause 7). The Purchaser shall pay
each such
instalment on the last day of the end of every 3 months during the
2 years
after the Completion Date. A personal guarantee in the form set out
in
Schedule 8 shall be provided by ▇▇. ▇▇▇ Man Ban and ▇▇. ▇▇▇▇ Po Sang
to
the Vendor in respect of the Promissory Note on
Completion.
|
|
4.
|
Conditions
|
| 4.1 |
The
sale and purchase of the Sale Share is conditional
upon:
|
|
4.1.1
|
the
Warranties remaining true and accurate and not misleading in any
material
respect at Completion as if repeated at
Completion;
|
|
4.1.2
|
the
Vendor having complied with the obligations specified in Clauses
15.1 and
15.2;
|
|
4.1.3
|
the
consent to the sale by the Vendor of the Sale Share contemplated
under
this Agreement being granted by General Electric Capital Corporation
and
no statute, regulation or decision which would prohibit, restrict
or
materially delay the sale and purchase of the Sale Share or the operation
of the Company after Completion having been proposed, enacted or
taken by
any governmental or official authority;
|
|
4.2
|
The
Purchaser may waive all or any of the Conditions at any time by notice
in
writing to the Vendor.
|
|
4.3
|
The
Vendor shall use its best endeavours to procure the fulfilment of
the
Conditions on or before the Completion
Date.
|
|
4.4
|
In
the event that any of the Conditions shall not have been fulfilled
(or
waived pursuant to Clause 4.2) prior to the Completion Date, this
Agreement shall automatically terminate and cease to be of any effect
except Clauses 1, 12, 14, 15, 16.1 to 16.4, 17 and 18, which shall
remain
in force and save in respect of claims arising out of any antecedent
breach of this Agreement.
|
|
5.
|
Completion
|
|
5.1
|
Subject
to the provisions of Clause 4, Completion shall take place on the
Completion Date at the offices of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ on ▇▇/▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, or
at such other place as the Parties may mutually agree in
writing when
all (but not some only) of the events described in this Clause
5 shall
occur.
|
|
5.2
|
Subject
to the provisions of Clause 4, neither
Party is obliged to complete this Agreement
unless:
|
| 5.2.1 |
the
other Party complies with its obligations under this Clause 5;
and
|
-
9 -
| 5.2.2 |
the
sale and purchase of all the Sale Share is completed
simultaneously.
|
| 5.3 |
At
Completion, the Vendor shall:
|
| 5.3.1 |
deliver
to the Purchaser:
|
|
5.3.1.1
|
duly
executed instruments of transfer in respect of all of the Sale Share
in
favour of the Purchaser or its nominee together with the relative
share
certificate;
|
|
5.3.1.2
|
a
duly executed Deed of Design Patents Assignment (non-PRC) and a duly
executed Deed of Design Patents Assignment (PRC) for each of the
Design
Patents;
|
|
5.3.1.3
|
a
duly executed Deed of Utility Patents Assignment (non-PRC) and a
duly
executed Deed of Utility Model Patents Assignment (PRC) for each
of the
Utility Patents;
|
|
5.3.1.4
|
a
duly executed Deed of Utility Patents Licence (non-PRC) and a duly
executed Deed of Design Patents Licence (PRC) for each of the Loadcell
Patents;
|
|
5.3.1.5
|
a
duly executed Deed of Trademarks Assignment for each of the Trademarks;
|
|
5.3.1.6
|
the
duly signed acknowledgments of receipt by the Transferring Employees,
in
the form set out in Schedule 17, of a sum for the full and final
payment
of all salaries, allowance, compensation, severance payments and
other
entitlements relating to such termination that are required to be
paid in
accordance with the applicable laws and, if any, the relevant employment
contracts;
|
|
5.3.1.7
|
the
resignation of the Auditors as the auditors of the Company with effect
from the Completion Date, such resignation to contain a statement
that
there are no circumstances connected with their resignation which
they
consider should be brought to the attention of the members or creditors
of
the Company;
|
|
5.3.1.8
|
all
the statutory books and records duly written up to date of the Company
and
its certificate of incorporation, current business registration
certificate(s) and common seals and a written confirmation from the
Vendor
that the other books and records (including financial records) and
any
other papers and documents of the Company in its possession or under
its
control have been stored at the offices of its authorized representatives
or company secretarial service provider;
|
|
5.3.1.9
|
written
confirmation in the approved terms that the Vendor is not aware of
any
matter or thing which is a breach of or inconsistent with any of
the
Warranties;
|
-
10 -
|
5.3.1.10
|
certified
copies of any powers of attorney under which any of the documents
referred
to in this Clause 5.3 is executed or evidence satisfactory to the
Purchaser of the authority of any person signing on behalf of the
Vendor;
|
|
5.3.1.11
|
Letters
of Resignation from each of the Directors and the secretary of the
Company, such resignations to take effect from close of the meeting
of the
Board referred to in Clause 5.3.2;
|
|
5.3.1.12
|
a
duly executed release under seal, in the approved terms, releasing
the
Company from any liability whatsoever (whether actual or contingent)
which
may be owing to the Vendor and/or any member of the MSI Group by
the
Company at Completion;
|
|
5.3.1.13
|
a
duly executed release under seal, in the approved terms, releasing
the
Vendor or Directors or other officers of the Company or any member
of the
MSI Group of all loans or other indebtedness due or owing to the
Company;
|
|
5.3.2
|
cause
the Directors to hold a meeting of the Board at which the Directors
shall
pass resolutions in the approved terms (inter alia)
to:-
|
|
5.3.2.1
|
approve
the registration of the Purchaser or its nominees as members of the
Company subject only to the production of completed transfers in
respect
of the Sale Share;
|
|
5.3.2.2
|
appoint
new auditors of the Company as nominated by the
Purchaser;
|
|
5.3.3
|
cause
such persons as the Purchaser may nominate to be appointed as directors
of
the Company and upon such appointment forthwith cause the Directors,
and
the secretary of the Company to resign from their respective offices
and
as employees, each delivering to the Purchaser a letter under seal
in the
form set out in Schedule 6 acknowledging that the person so retiring
has
no claim outstanding for compensation or otherwise against the
Company;
|
|
5.3.4
|
revoke
each existing mandate given by the Company of its bank accounts and
pass
such resolutions containing the new mandate(s) giving authority to
such
persons as the Purchaser may nominate to operate the
same.
|
| 5.4 |
At
Completion, the Purchaser shall:
|
|
5.4.1
|
pay
the Initial Consideration (subject to adjustment in accordance with
Clause
7) to the Vendor or as the Vendor directs in writing by transfer
of funds
for same day value to such account as shall have been notified to
the
Purchaser by the Vendor at least three Business Days before the Completion
Date;
|
-
11 -
|
5.4.2
|
deliver
to the Vendor duly executed counterparts of the documents referred
to in
Clauses 5.3.1.2, 5.3.1.3, 5.3.1.4 and
5.3.1.5;
|
| 5.4.3 |
deliver
to the Vendor the Deed of Guarantee duly executed by ▇▇. ▇▇▇ Man
Ban and
▇▇. ▇▇▇▇ Po Sang and the Earn-out Guarantee duly executed by River
Display
Limited;
|
|
5.4.4
|
deliver
to the Vendor certified copies of any powers of attorney under which
any
of the documents referred to in this Clause 5.4 is executed or other
evidence satisfactory to the Vendor of the authority of the person
signing
on the Purchaser’s behalf.
|
|
5.5
|
At
Completion, the Vendor shall procure that the relevant transactions
contemplated under the Asset Purchase Agreements are completed before
the
Completion of this Agreement.
|
|
5.6
|
Without
prejudice to any other remedies available to each Party, if in any
respect
the provisions of this Clause 5 are not complied with by the other
Party
on the Completion Date the Party not in default may by giving a written
notice to the other Party:
|
|
5.6.1
|
defer
Completion to a date not more than 28 days after the Completion Date
(and
so that the provisions of this Clause 5.6 shall apply to Completion
as so
deferred); or
|
|
5.6.2
|
proceed
to Completion so far as practicable (without prejudice to its rights
under
this Agreement); or
|
|
5.6.3
|
terminate
this Agreement and this Agreement shall immediately cease to be
of any
effect except for this Clause 5.6, Clauses 1, 12, 14, 15, 16.1
to 16.4, 17
and 18 which shall remain in
force.
|
|
5.7
|
If
either Party defers Completion to another date in accordance with
Clause
5.6.1, the provisions of this Agreement apply as if that other
date is the
Completion Date.
|
|
5.8
|
If
either Party terminates this Agreement pursuant to Clause 5.6.3,
each
party’s further rights and obligations cease immediately on termination,
but termination does not affect a party’s accrued rights and obligations
at the date of termination.
|
|
6.
|
Effective
Date Accounts
|
|
6.1
|
A
draft of the Effective Date Accounts (the “Draft
Effective Date Accounts”)
shall be prepared by the Vendor as soon as reasonably practicable
and no
later than 9 December 2005 (or such other date as the Parties may
agree in
writing) and such accounts:
|
|
6.1.1
|
shall
be prepared in accordance with the provisions of Schedule 2 and,
insofar
as they do not conflict with the provisions of Schedule 2, on the
same
accounting bases and in accordance with the same accounting and valuation
principles and practices as the Accounts;
and
|
-
12 -
|
6.1.2
|
shall
in all respects comply with current legislation and standard accounting
principles and practice in Hong
Kong.
|
|
6.2
|
On
or before 9 December 2005 (or such later date as the Parties may
agree in
writing) , the Vendor shall submit the Draft Effective Date Accounts
to
the Purchaser’s Accountants who shall then conduct an audit applying the
same bases and principles as referred to in Clause
6.1.
|
|
6.3
|
If
the Purchaser’s Accountants and the Vendor are able to agree to the form
and content of the Draft Effective Date Accounts, the Draft Effective
Date
Accounts so agreed shall be the Effective Date Accounts.
|
|
6.4
|
If
the Purchaser’s Accountants and the Vendor are unable to agree as to the
form and content of the Draft Effective Date Accounts on or before
16
December 2005 (or such later date as the Parties may agree in writing),
the matter may be referred by the Vendor or the Purchaser to an
independent firm of chartered accountants appointed by agreement
between
the Vendor and the Purchaser or, failing such agreement, nominated
by the
President for the time being of the Hong Kong Society of Accountants
on
the application of the Vendor or the Purchaser and such independent
firm
of chartered accountants shall, by no later than 23 December
2005,:
|
|
6.4.1
|
settle
any matter in dispute, applying the same bases and principles as
referred
to in Clause 6.1 and (unless both the Vendor and the Purchaser shall
otherwise direct in writing) determine the form and content of the
Draft
Effective Date Accounts; and
|
|
6.4.2
|
determine
(if any) the form and content of the Draft Effective Date Accounts
and
such determination, shall, in the absence of manifest error, be final
and
binding on the Parties and such chartered accountants shall be deemed
to
act as experts and not as
arbitrators.
|
The
Draft
Effective Date Accounts as so determined by the independent firm of chartered
accountants shall be the Effective Date Accounts for the purposes of this
Agreement.
|
6.5
|
The
costs of the Purchaser's Accountants in respect of the audit of the
Draft
Effective Date Accounts shall be borne by the Purchaser. The costs
of the
independent chartered accountant, if any, shall be borne by the Vendor
and
the Purchaser in equal share.
|
-
13 -
|
7.
|
Adjustment
of Consideration
|
|
7.1
|
The
Initial Consideration shall be reduced by the amount, if any, by
which the
net asset value of the Company (being the total net tangible assets
less
total liabilities) as shown in the Effective Date Accounts falls
short of
the amount of US$1,893,000.00.
|
|
7.2
|
The
Initial Consideration shall be increased by the amount, if any, by
which
the net asset value of the Company (being the total net tangible
assets
less total liabilities) as shown in the Effective Date Accounts exceeds
the amount of US$1,893,000.00.
|
|
7.3
|
The
sum of US$4,000,000.00 to be settled by way of the Promissory Note
shall
be adjusted based on the amount of tax liabilities incurred by the
Company
calculated at 17.5% in respect of profits generated by the Company
for the
period from the Accounting Date to the Completion Date as shown in
the
Effective Date Accounts; and the amount payable for each of the eight
quarterly instalments pursuant to the Promissory Note shall be adjusted
on
a pro rata basis.
|
|
7.4
|
In
the event that the Margin in respect of Non-Conair Sales of the Company
for the 12-month period ending on 30 November 2006 is less than
US$2,700,000.00 and the Tire Gauge Sales of the Company for the 12-month
period ending on 30 November 2006 is less than US$10,000,000.00,
the
Retained Consideration shall be reduced in the following
manner:
|
|
7.4.1
|
as
to US$3,000,000.00 of the Retained Consideration in relation to the
Non-Conair Sales, such reduction shall be calculated in accordance
with
the following formula:
|
| US$3,000,000.00 x |
US$2,700,000.00
|
|
A
|
where
“A”
represents the Margin of the sale in respect of the Company's Non-Conair Scales
for the 12-month period ending on 30 November 2006.
|
7.4.2
|
as
to US$2,000,000.00 of the Retained Consideration in relation to the
Tire
Gauge Sales, such reduction shall be calculated in accordance with
the
following formula:
|
| US$2,000,000.00 x |
B
|
|
C
|
where
“B”
represents any dollar increase of the Tire Gauge Sales of the Company for the
12-month period ending on 30 November 2006 from the sum of US$8,000,000.00
(up
to US$10,000,000.00); and
where
“C”
represents the difference between US$8,000,000.00 and
US$10,000,000.00.
-
14 -
|
For
the avoidance of doubt, the calculation of the adjustment and the
adjustment itself in relation to the Retained Consideration in respect
of
the Non-Conair Sales in Clause 7.4.1 and Tire Gauge Sales in Clause
7.4.2
are mutually exclusive and the adjustment amount cannot be more than
US$3,000,000.00 and US$2,000,000.00 with respect to Clauses 7.4.1
and
7.4.2 respectively.
|
|
7.5
|
For
the purpose of Clause 7.4,
|
|
7.5.1
|
“Cost”
shall mean:
|
| 7.5.1 |
for
products that are manufactured by a third party manufacturer, the
amount
shown on the invoice issued to the Company by such third party
manufacturer and
|
| 7.5.2 |
for
products that are manufactured by a Purchaser’s Group Company, the amount
that would otherwise have been shown on the invoice that would have
been
issued to the Company by a third party manufacturer.
|
|
7.5.2
|
“Margin”
shall mean the aggregate amount of Non-Conair Sales less the Cost
of the
Non-Conair Sales;
|
|
7.5.3
|
“Non-Conair
Sales”
shall mean the sale of scale products by the Company to its customers
other than Conair Corporation, a company incorporated in the United
States
of America, and its affiliates;
|
|
7.5.4
|
“Tire
Gauge Sales”
shall mean the aggregate amount of sales of the Company in relation
to the
Tire Gauge Business for the 12-month period ending on 30 November
2006.
|
| 7.6 |
Adjustment
|
|
7.6.1
|
The
adjustments to the Retained Consideration (if any) contemplated under
Clause 7.4 shall be made by no later than 15 December 2006. On or
before
15 December 2006, the Purchaser shall notify the Vendor in writing
of any
reduction to the Retained Consideration (“Reduction”)
in accordance with Clause 7.4 and shall provide the Vendor with
documentary and other evidence supporting the calculation of the
Reduction.
|
|
7.6.2
|
At
the request of the Vendor, the Purchaser shall give and shall procure
that
the Vendor or any persons authorised by it will for the purpose of
satisfying the accuracy of the Reduction be given such access to
the
premises and all books, records and accounts of the Company as the
Vendor
may reasonably request.
|
| 7.6.3 |
In
the event that the Vendor does not agree with the amount of Reduction
as
notified by the Purchaser pursuant to Clause 7.6.1, the Parties shall
use
their respective reasonable endeavours to resolve any
difference,
|
-
15 -
|
7.6.4
|
In
the event that the Parties are unable to agree to the amount of the
Reduction by 20 December 2006, the matter may be referred by the
Vendor or
the Purchaser to an independent firm of chartered accountants appointed
by
agreement between the Vendor and the Purchaser or, failing such agreement,
nominated by the President for the time being of the Hong Kong Society
of
Accountants on the application of the Vendor or the Purchaser and
such
independent firm of chartered accountants shall by no later than
1 January
2007, settle any matter in dispute, and (unless both the Vendor and
the
Purchaser shall otherwise direct in writing) determine the amount
of the
Reduction in accordance with the provisions of Clause 7.4; and the
determination of such independent firm of chartered accountants shall
in
the absence of manifest error, be final and binding on the Parties
and
such chartered accountants shall be deemed to act as experts and
not as
arbitrators.
|
|
8.
|
Non-competition
undertaking
|
|
8.1
|
The
Vendor undertakes with the Purchaser (for itself and as agent and
trustee
for the Company) that, except with the consent in writing of the
Purchaser
and subject to the provisions of Clause
8.4:
|
|
8.1.1
|
for
the period of three years after Completion it will not within any
country
or place in which the Company has carried on business during the
year
preceding the Completion either on its own account or in conjunction
with
or on behalf of any person, firm or company carry on or be engaged,
concerned or interested, directly or indirectly, in carrying on any
business carried on by the Company within such preceding year (other
than
as a holder of not more than 5 per cent of the issued share or debentures
of any company listed on a recognised stock exchange). For the avoidance
of doubt, the business carried on by the Company shall include the
Tire
Gauge Business;
|
|
8.1.2
|
for
the period of three years after Completion it will not within any
country
or place sell loadcells and/or license its Microfused Technology
for the
production and manufacture of loadcells to any of the following scale
companies: Fooktin Technologies Limited, Bonso Electronics Limited,
Precision Press Limited, Management Investment & Technology Company
Ltd, Charder Electronic Company, Beaverite, Camry Industries (HK)
Limited,
Kenwell Industries Company, Shine (HK) Development Limited and Tanita
Corporation, or the Affiliates (other than Affiliates not in the
scale
business), successors or assigns of any of these
companies.
|
For
the
avoidance of doubt, after Completion, the Vendor and the Vendor's Group
Companies are not prohibited or restricted from competing with the Company
in
relation to any business or products which are manufactured by the Company
using
any technology not licensed to it by the Vendor.
-
16 -
|
8.2
|
The
Purchaser undertakes with the Vendor (for itself and as agent and
trustee
for each Vendor’s Group Company) that, except with the consent in writing
of the Vendor and subject to the provisions of Clause
8.4:
|
|
8.2.1
|
(i)
it
will not at any time hereafter sell or offer for sale loadcells produced
or manufactured using the Vendor’s Microfused Technology as stand alone
parts; or (ii)
use the Vendor's Microfused Technology for manufacture of loadcell
products used as pressure sensors or sensors which are competitive
to the
business of any Vendor’s Group
Company;
|
|
8.2.2
|
for
the period of three years after Completion it will limit its sale,
in any
country or place, of loadcells produced or manufactured using the
Vendor’s
Microfused Technology, to loadcells (i) incorporated in end products
for
Scale Use, or (ii) incorporated in end products other than for Scale
Use
and exclusively for Home Use and not used as pressure sensors or
products
competitive with the business of Vendor, or (iii) incorporated in
subassemblies for Scale Use, including but not limited to, loadcell
plus
module, loadcell in a plastic housing, loadcell plus an electronic
circuit
and loadcell packaged in housing plus module, or (iv) incorporated
in
subassemblies other than for Scale Use and exclusively for Home Use
and
not used as pressure sensors or sensors which are competitive to
the
business of any Vendor’s Group Company, thereafter, the Company, the
Purchaser or any of the Purchaser’s Group Company may sell or offer to
sell loadcells produced or manufactured using the Vendor’s Microfused
Technology, either (1) sold incorporated in end products for Scale
Use, or
(2) sold incorporated in subassemblies for Scale Use, including but
not
limited to, loadcell plus module, loadcell in a plastic housing,
loadcell
plus an electronic circuit and loadcell packaged in housing plus
module,
or (3) sold incorporated in end products not used as a pressure sensor
or
sensors which are competitive to any Vendor’s Group Company or (4) sold
incorporated in subassemblies not used as a pressure sensor or sensors
which are competitive to any Vendor’s Group Company.
|
For
the
avoidance of doubt, the Company, the Purchaser or any member of the Purchaser’s
Group Company are not prohibited or restricted from competing with the Vendor
or
any member of the Vendor’s Group Companies in relation to the development, sale,
manufacture, promotion, marketing, distribution, import and export of loadcells
which are manufactured not using the Microfused Technology.
|
8.3
|
Each
Party shall use its best endeavours to procure that all companies
directly
or indirectly owned or Controlled by each party shall be bound by
and
observe the provisions of this Clause 8 as if they were parties
covenanting with the other party in the same
terms.
|
|
8.4
|
While
the restrictions contained in this Clause 8 are considered by the
Parties
to be reasonable in all the circumstances, it is recognised that
restrictions of the nature in question may fail for technical reasons
and
accordingly it is hereby agreed and declared that if any of such
restrictions shall be adjudged to be void as going beyond what is
reasonable in all the circumstances for the protection of the legitimate
interests of the Purchaser or the Vendor, as the case may be, but
would be
valid if part of the wording thereof were deleted or the periods
thereof
reduced or the range of activities or area dealt with thereby reduced
in
scope the said restriction shall apply with such modifications as
may be
necessary to make it valid and
effective.
|
-
17 -
|
9.
|
Warranties
and Indemnities
|
|
9.1
|
The
Vendor represents and warrants to the Purchaser that each of the
statements set out in Schedule 3 is now and will at Completion be
true and
accurate.
|
|
9.2
|
The
Warranties are given subject to matters fairly disclosed in the Disclosure
Letter, the Accounts or any of the documents annexed to the Disclosure
Letter.
|
|
9.3
|
The
Vendor acknowledges that the Purchaser has entered into this Agreement
in
reliance upon the Warranties and has been induced by them to enter
into
this Agreement.
|
|
9.4
|
Without
restricting the rights of the Purchaser or otherwise affecting the
ability
of the Purchaser to claim damages on any other basis available to
it, in
the event that any of the Warranties is broken or (as the case may
be)
proves, by way of mutual agreement between the Purchaser and the
Vendor,
or, if mutual agreement cannot be reached, adjudged by a court of
competent jurisdiction, to be untrue or misleading, the Vendor shall,
on
demand, pay to the Purchaser or, at the Purchaser’s direction, the
Company, the amount necessary to put the Company into the position
which
would have existed if the Warranties had not been broken or (as the
case
may be) had been true and not
misleading.
|
| 9.5 |
Notwithstanding
any other provisions in the Agreement, the Vendor hereby agrees to
indemnify the Purchaser against and hold the Purchaser harmless from
all
damages or losses suffered by the Purchaser as a result
of:
|
| 9.5.1 |
the
patent infringement litigation by the SEB Group as disclosed under
Warranty number 9.2(1) of the Specific Disclosures in Part B of the
Disclosure Letter; and
|
|
9.5.2
|
the
billing dispute between the Company and Precision Press Limited as
disclosed under Warranty number 9.3(1) of the Specific Disclosures
in Part
B of the Disclosure Letter;
|
provided,
however, that Purchaser shall (i) promptly notify Vendor in writing of any
suits, actions, proceedings and/or claims received by or instituted against
Purchaser and relating to damages and losses indemnified pursuant to this
Section 9.5, and (ii) provide to Vendor all reasonably available information,
assistance and authority to defend and/or settle any such suit, action,
proceeding and/or claim, however, reserving unto Purchaser the right to:
participate in any defense to the extent that, in its judgment, Purchaser may
be
prejudiced thereby, and approve any settlement offer made by or to Vendor which
may affect Purchaser’s rights or interests.
-
18 -
|
9.6
|
Each
of the Warranties shall be separate and independent and, save as
expressly
provided to the contrary, shall not be limited by reference to or
inference from any other Warranty or any other term of this
Agreement.
|
|
9.7
|
Unless
otherwise expressly provided where any statement in the Warranties
is
qualified by the expression “so far as the Vendor is aware” or “to the
best of the Vendor’s knowledge and belief” or any similar expression, that
statement shall be deemed to include an additional statement that
it has
been made after reasonable enquiry.
|
|
9.8
|
The
Vendor hereby agrees with the Purchaser (for itself and as trustee
for the
Company) to waive any rights which it may have in respect of any
misrepresentation or inaccuracy in, or omission from, any information
or
advice supplied or given by the Company or its officers or employees
(except for any fraud or wilful concealment on the part of the Company’s
officers or employees) in connection with the giving of the Warranties
and
preparation of the Disclosure
Letter.
|
|
9.9
|
The
Vendor hereby agrees to disclose promptly to the Purchaser in writing
immediately upon becoming aware of the same, any matter, event or
circumstance (including any omission to act) which may arise and
become
known to it after the date of this Agreement and before Completion
which:-
|
|
9.9.1
|
constitutes
a breach of or is inconsistent with any of the Warranties;
or
|
|
9.9.2
|
has,
or is likely to have, an adverse effect on the financial position
or
prospects of the Company.
|
|
9.10
|
In
the event of its becoming apparent on or before Completion that the
Vendor
is in material breach of any of the Warranties or any other term
of this
Agreement the Purchaser may terminate this Agreement by notice in
writing
to the Vendor.
|
| 9.11 |
The
liabilities of the Vendor under the
Warranties:-
|
|
9.11.1
|
shall
cease after two (2) years from the Completion Date except in respect
of
matters which have been the subject of a Relevant Claim made before
such
date by the Purchaser to the Vendor and except in respect of matters
relating to Intellectual Property;
|
|
9.11.2
|
shall
be limited to a maximum aggregate amount of the then remaining amount
that
is due from time to time of the Retained Consideration, unless in
each
case the Relevant Claim or Relevant Claims has/have arisen by reason
of
fraud or wilful concealment on the part of the Vendor or on the part
of
any officer of the Company or of the Vendor prior to the date of
this
Agreement.
|
|
9.12
|
No
claim shall be brought against the Vendor unless written particulars
thereof (stating in reasonable detail the specific matters in respect
of
which the Relevant Claim is made and, if practicable, the amount
claimed)
shall have been notified in writing to the Vendor before the expiry
of a
period of two (2) years from the Completion
Date.
|
-
19 -
|
9.13
|
The
Vendor is not liable in respect of a Relevant
Claim:
|
|
9.13.1
|
unless
the amount that would otherwise be recoverable from the Vendor
(but for
this Clause 9.13.1) in respect of that Relevant Claim exceeds
US$100,000.00; and
|
|
9.13.2
|
unless
and until the amount that would otherwise be recoverable from the
Vendor
(but for this Clause 9.13.2) in respect of that Relevant Claim,
when
aggregated with any other amount or amounts recoverable in respect
of
other Relevant Claims (excluding any amounts in respect of a Relevant
Claim for which the Vendor has no liability because of Clause 9.13.1),
exceeds US$1,000,000.00 and in the event that the aggregated amounts
exceed US$1,000,000.00 the Vendor shall only be liable for the
excess.
|
|
9.14
|
A
Relevant Claim notified in accordance with Clause 9.12 and not satisfied,
settled or withdrawn is unenforceable against the Vendor on the expiry
of
the period of six (6) months starting on the day of notification
of the
Relevant Claim, unless proceedings in respect of the Relevant Claim
have
been properly issued and validly served on the
Vendor.
|
|
9.15
|
The
Vendor is not liable in respect of a Relevant
Claim:
|
|
9.15.1
|
to
the extent that the matter giving rise to the Relevant Claim would
not
have arisen but for the passing of, or a change in, a law, rule,
regulation, interpretation of the law or administrative practice
of a
government, governmental department, agency or regulatory body after
the
date of this Agreement or an increase in the Tax rates or an imposition
of
Tax, in each case not actually or prospectively in force at the date
of
this Agreement;
|
|
9.15.2
|
to
the extent that the matter giving rise to the Relevant Claim arises
wholly
or partially from an Event before or after Completion at the request
or
direction of, or with the consent of, a Purchaser's Group Company
(which
for these purposes includes the Company only after Completion) or
an
authorised agent or adviser of a Purchaser's Group
Company;
|
|
9.15.5
|
to
the extent that the matter giving rise to the Relevant Claim, was
taken
into account in computing the amount of an allowance, provision or
reserve
in the Accounts or the Effective Date Accounts or was specifically
referred to in the Accounts or the Effective Date Accounts or in
accordance with generally accepted accounting principles, has not
been so
taken account of or referred to;
|
|
9.15.8
|
to
the extent that the matter giving rise to the Relevant Claim would
not
have arisen but for:
|
| (a) |
a
claim, election, surrender or disclaimer made, or notice or consent
given,
or another thing done, after Completion under, or in connection with,
a
provision of an enactment or regulation relating to Tax by a Purchaser's
Group Company the making, giving or doing of which was not taken
into
account in computing a provision for Tax in the Accounts or the Effective
Date Accounts; or
|
-
20 -
| (b) |
the
Company's failure or omission to make a claim, election, surrender
or
disclaimer, or give a notice, or consent or do another thing, under,
or in
connection with, a provision of an enactment or regulation relating
to Tax
after Completion, the anticipated making, giving or doing of which
was
taken into account in computing the provision for Tax in the Accounts
or
the Effective Date Accounts.
|
|
9.16
|
The
Purchaser is not entitled to recover more than once in respect of
any one
matter giving rise to a Relevant
Claim.
|
|
9.17
|
If
the Purchaser becomes aware of a matter which constitutes or which
would
or might give rise to a Relevant
Claim:
|
|
9.17.1
|
the
Purchaser shall immediately give notice to the Vendor of the matter
and
shall consult with the Vendor with respect to the
matter;
|
|
9.17.2
|
the
Purchaser shall, and shall ensure that each Purchaser’s Group Company
will, provide to the Vendor and its advisers reasonable access during
normal business hours to premises and personnel and to relevant assets,
documents and records within the power or control of each Purchaser’s
Group Company for the purposes of investigating the matter and enabling
the Vendor to take the action referred to in Clause
9.17.4(a);
|
|
9.17.3
|
the
Vendor (at its cost) may take copies of the relevant documents or
records,
and photograph the premises or assets at reasonable hours, referred
to in
Clause 9.17.2;
|
|
9.17.4
|
the
Purchaser shall, and shall ensure that each Purchaser's Group Company
will:
|
| (a) |
take
any action and institute any proceedings, and give any information
and
assistance, as the Vendor may reasonably request
to:
|
| (i) |
avoid,
dispute, resist, appeal, compromise, defend, remedy or mitigate the
matter; or
|
| (ii) |
enforce
against a person (other than a Vendor's Group Company) the rights
of a
Purchaser's Group Company in relation to the matter;
and
|
| (b) |
in
connection with proceedings related to the matter (other than against
a
Vendor's Group Company) use advisers nominated by the Vendor and,
if the
Vendor requests, allow the Vendor the exclusive conduct of the proceedings
in consultation with the Purchaser,
|
-
21 -
and
in
each case on the basis that the Vendor shall fully indemnify the Purchaser,
and
keep the Purchaser fully indemnified, on demand against all reasonable costs
incurred as a result of a request or nomination by the Vendor.
|
9.17.5
|
the
Purchaser shall not, and shall ensure that no Purchaser's Group Company
will, admit liability in respect of, or compromise or settle, the
matter
without the prior written consent of the
Vendor.
|
| 9.18 |
In
assessing any damages or other amounts recoverable for a Relevant
Claim
there shall be taken into account any corresponding savings by, or
net
benefit to, a Purchaser's Group
Company.
|
| 9.19 |
If
the Vendor pays to a Purchaser's Group Company an amount in respect
of a
Relevant Claim and the Purchaser or a Purchaser's Group Company
subsequently recovers from another person an amount which is referable
to
the matter giving rise to the Relevant
Claim:
|
|
9.19.1
|
if
the amount paid by the Vendor in respect of the Relevant Claim is
more
than the Sum Recovered, the Purchaser shall immediately pay to the
Vendor
the Sum Recovered; and
|
|
9.19.2
|
if
the amount paid by the Vendor in respect of the Relevant Claim is
less
than or equal to the Sum Recovered, the Purchaser shall immediately
pay to
the Vendor an amount equal to the amount paid by the
Vendor.
|
| 9.20 |
For
the purposes of Clause 9.19, "Sum Recovered" means an amount equal
to the
total of the amount recovered from the other person less any Tax
computed
by reference to the amount recovered from the person payable by a
Purchaser's Group Company and less all reasonable costs incurred
by a
Purchaser's Group Company in recovering the amount from the
person.
|
| 9.21 |
Nothing
in this Agreement restricts or limits the Purchaser's general obligation
at law to mitigate any loss or damage which it may incur in consequence
of
a matter giving rise to a Relevant
Claim.
|
| 9.22 |
If,
at any time after the date of this Agreement, the Vendor wants to
insure
against its liabilities in respect of Relevant Claims, the Purchaser
shall
provide such information as a prospective insurer may reasonably
require
before effecting the insurance.
|
| 9.23 |
The
Purchaser shall, and shall ensure that the Company will, preserve
all
documents, records, correspondence, accounts and other information
whatsoever relevant to a matter which may give rise to a Relevant
Claim.
|
| 9.24 |
If
the Purchaser or the Company becomes aware
that:
|
|
9.24.1
|
any
provision for Tax in the Accounts or the Effective Date Accounts
is likely
to be an overprovision (an "Overprovision");
or
|
|
9.24.2
|
the
Company is entitled to any repayment of Tax overpaid by the Company
(other
than a repayment which has been shown as an asset in the Accounts
or the
Effective Date Accounts) and/or any interest in respect of any period
before Completion (a "Repayment"),
|
-
22 -
the
Purchaser shall immediately give written details thereof to the Vendor and
the
Vendor may upon receiving such notice, or in the absence of such notice, at
any
time request the auditors for the time being of the Company to certify (at
the
expense of the Vendor) the amount of such Overprovision or Repayment, and the
amount so certified shall be dealt with in accordance with Clause
9.25.
| 9.25 |
Where
it is provided under Clause 9.24 that any amount (the "Relevant
Amount")
is to be dealt with in accordance with this
Clause:
|
|
9.25.1
|
the
Relevant Amount shall first be set off against any payment then due
from
the Vendor in respect of a Relevant Claim;
|
|
9.25.2
|
to
the extent that there is an excess, a refund shall be made to the
Vendor
of any previous payment or payments made in respect of a Relevant
Claim
and not previously refunded under this Clause up to the amount of
such
excess; and
|
|
9.25.3
|
to
the extent that the excess referred to in Clause 9.25.2 is not exhausted
under that Clause, the remainder of that excess shall be carried
forward
and set off against future payment or payments which become due from
the
Vendor in respect of a Relevant
Claim.
|
|
9.26
|
If
any sum payable by the Vendor under this Clause 9 shall be subject
to Tax
(whether by way of deduction or withholding or direct assessment
of the
person entitled thereto) such payment shall be increased by such
an amount
as shall ensure that after deduction, withholding or payment of such
Tax
the recipient shall have received a net amount equal to the payment
otherwise required hereby to be
made.
|
|
9.27
|
If
any potential Relevant Claim arises by reason of a liability which
is
contingent only or otherwise not capable of being quantified, the
Purchaser shall not be entitled to enforce a Relevant Claim until
such
liability ceases to be contingent and becomes actual or capable of
being
quantified.
|
|
10.
|
The
Purchaser’s Remedies
|
| 10.1 |
Notwithstanding
that the Purchaser becomes aware at any time after Completion (whether
or
not by reason of the Disclosure Letter or any of the documents
annexed to
the Disclosure Letter)of
a fact or circumstance which gives rise to or which would or might
give
rise to a Relevant Claim;
the
Purchaser shall not be entitled to rescind this Agreement or treat
this
Agreement as terminated but shall only be entitled to claim damages
in
respect of such matter and, accordingly, the Purchaser waives all
and any
rights of rescission it may have in respect of any such matter
(howsoever
arising or deemed to arise), other than any such rights in respect
of
fraud.
|
-
23 -
|
11.
|
The
Purchaser’s Warranties
And Undertakings
|
|
11.1
|
The
Purchaser represents and warrants to the Vendor
that:
|
|
11.1.1
|
the
Purchaser has the right, power and authority, and has taken all
action
necessary, to execute, deliver and exercise its rights and perform
its
obligations under this Agreement and each document to be executed
at or
before Completion to which it is expressed to be a party (the
“Purchaser’s
Completion Documents”);
|
|
11.1.2
|
the
Purchaser’s obligations under this Agreement and the Purchaser’s
Completion Documents are, or when the relevant Purchaser’s Completion
Document is executed will be, enforceable in accordance with their
respective terms;
|
|
11.1.3
|
the
execution and delivery of, and the performance by the Purchaser
of its
obligations under, this Agreement and the Purchaser’s Completion Documents
will not:
|
| (a) |
result
in a breach of any provision of the memorandum or articles of association
or by-laws or equivalent constitutional documents of the
Purchaser;
|
| (b) |
result
in a breach of, or constitute a default under, any instrument to
which it
is a party or by which the Purchaser is bound and which is material
in the
context of the transactions contemplated by this
Agreement;
|
| (c) |
result
in a breach of any order, judgment or decree of any court or governmental
agency to which the Purchaser is a party or by which it is bound
or
submits; or
|
| (d) |
require
the Purchaser to obtain any consent or approval of, or give any notice
to
or make any registration with, any governmental or other authority
which
has not been obtained or made at the date hereof both on an unconditional
basis and on a basis which cannot be revoked (save pursuant to any
legal
or regulatory entitlement to revoke the same other than by reason
of any
misrepresentation or misstatement);
and
|
|
11.1.4
|
the
Purchaser is not aware as at the date of this Agreement of any fact,
matter or circumstance which might entitle the Purchaser either at
Completion or with the passing of time to make a Relevant Claim against
the Vendor.
|
|
11.2
|
The
Purchaser undertakes to the Vendor for itself and as agent and
trustee for
each other Vendor’s Group
Undertaking
that (in the absence of fraud) the
Purchaser:
|
|
11.2.1
|
has
no rights against; and
|
-
24 -
|
11.2.2
|
may
not make any claim against
|
any
employee, director, agent, officer or adviser of the Company on whom it may
have
relied before agreeing to any term of, or entering into, this Agreement or
any
other agreement or document referred to herein.
|
11.3
|
The
Purchaser represents
and warrants to the Vendor that at
Completion it will have immediately available on an unconditional
basis
(subject only to Completion) the necessary cash resources to meet
its
obligations under this Agreement and the Purchaser’s Completion
Documents.
|
|
11.4
|
During
the 12-month period ending on 30 November 2006, the Purchaser shall
procure that the Company shall not (save with the prior written consent
of
the Vendor, such consent not to be unreasonably withheld or
delayed):
|
|
11.4.1
|
sell,
transfer, assign or otherwise dispose of a material part of its assets
or
undertaking (or any interest therein) or contract so to do in respect
of
Non-Conair Business or Tire Gauge
Business;
|
|
11.4.2
|
alter
the nature of its Non-Conair Business and Tire Gauge
Business;
|
|
11.4.3
|
commence
any action for winding up or dissolution;
|
|
11.4.4
|
save
in the event of fraud or other gross misconduct, dismiss any key
employee;
|
|
11.4.5
|
and
shall procure that no Purchaser’s Group Company shall, by any positive act
divert away from the Company any existing customer of the Non-Conair
Business or the Tire Gauge Business
.
|
|
11.5
|
For
the purpose of Clause 11.4, “Non-Conair
Business”
shall mean the business of supplying scales by the Company to its
customers other than Conair Corporation, a company incorporated in
the
United States of America, and its
affiliates.
|
|
12.
|
Restriction
on Announcements
|
Each
of
the Parties undertakes that prior to or after Completion it will not (save
as
required by law or by any securities exchange or any supervisory or regulatory
body to whose rules any of the Parties is subject) make any announcement in
connection with this Agreement unless the other Parties shall have given their
respective consents to such announcement (which consents may not be unreasonably
withheld or delayed and may be given either generally or in a specific case
or
cases and may be subject to conditions).
|
13.
|
Pre-Completion
Obligations and Post-Completion
Obligations
|
|
13.1
|
The
Vendor shall procure that the business of the Company is operated
until
Completion in the same manner as it was operated prior
hereto.
|
|
13.2
|
As
from the date of this Agreement, the Vendor shall give and shall
procure
that the Purchaser or any persons authorised by it will for the purpose
of
satisfying itself as to the accuracy of the Warranties be given such
access to the premises and all books, title deeds, records and accounts
of
the Company as the Purchaser may reasonably request and be permitted
to
take copies of any such books, deeds, records and accounts and that
the
Directors and employees of the Company shall be instructed to give
promptly all such information and explanations to any such persons
as
aforesaid as may be requested by it or
them.
|
-
25 -
|
13.3
|
The
Vendor will, for a period of 18 months after Completion, and at the
request of the Purchaser, and subject to the availability of the
necessary
and relevant documents, information or records, provide for free
any and
all Knowhow and technical assistance to the Purchaser, any member
of the
Purchaser's Group Company and the Company, for the setting up of
a
loadcell production line, such technical assistance, which shall
include,
but is not limited to following:
|
|
13.3.1
|
vendor
list, part numbers, contact information for all materials and suppliers
used in all aspect of loadcell
productions;
|
|
13.3.2
|
complete
drawing package, technical details, materials, methods, apparatus,
process
work instructions for saw, ETCH / release of strain gauge from
wafer;
|
|
13.3.3
|
ability
to order and/or duplicate any custom equipment developed by the Vendor
used in all processes from die fab to actual loadcell
production;
|
|
13.3.4
|
ability
to build tools for fabricating loadcell substrate and documentation
package for loadcell manufacturing;
|
|
13.3.5
|
test
procedures and data for in process WIP as well as final
part;
|
|
13.3.6
|
qualification
test regimes and test data;
|
|
13.3.7
|
follow
up support.
|
|
13.4
|
The
Vendor undertakes to transfer, or to use its best endeavours to procure
the transfer, by way of assignment, license or sub-license, as
appropriate, all Intellectual Property rights that are used, or required
to be used, in the conduct of the business as currently conducted
by the
Company and/or the Vendor’s Group Company relating to the development,
manufacture, marketing, sale, distribution and promotion of scales
and the
Tire Gauge Business, including all rights of the same or similar
effect or
nature and which now or in the future may subsist.
|
|
13.5
|
The
Vendor will, within three years of Completion, disclose to the Purchaser,
any of the Purchaser’s Group Company and the Company, any and all
improvements to the loadcell Knowhow and technology specifically
designed
for loadcells to be used in products consistent to those produced
by the
Company or the Vendor during the period of 18 (eighteen) months prior
to
the Completion Date, applicable in the field of scales and tire gauges,
and shall license Purchaser, any of the Purchaser’s Group Company and the
Company to use such improvements, on a non-exclusive, royalty-free
basis,
subject to the provisions of Section 8.2.2 hereof.
|
-
26 -
|
13.6
|
At
the Purchaser’s request, the Vendor shall exercise reasonable efforts to
provide information and documents in its possession and make its
employees
available to Vendor or Vendor’s intellectual property counsel to assist
the Company and the Purchaser’s Group Company to overcome any objection to
the grant of any Company’s Intellectual Property (as defined in Schedule
3) or any action challenging the validity of the Company’s Intellectual
Property and to provide all reasonable assistance to the Company
and the
Purchaser’s Group Company to defend any action challenging the sole and
legitimate ownership of the Company in the rights, title and interest
in
or to the Company’s Intellectual
Property.
|
|
13.7
|
The
Vendor shall grant to the Purchaser and its subsidiaries the right
to
access, inspect, observe, and use on demand and without any fees
or
charges whatsoever from the Purchaser for 4 calendar months counting
from
the first working date after the Completion Date during normal business
hours, and at a fee of US$10,000.00 per month thereafter, any computer
software system previously used for the operation of the scale business
of
the Company, including but not limited to databases containing customer
information, marketing records, advertising records, sales and purchase
orders, delivery records, accounting information and related operating
software systems;
|
|
13.8
|
The
Vendor shall procure MSI China to grant to the Purchaser and its
subsidiaries the right to use 5,000 square feet of the office premises
situated at Block 4A, Tian Fa Building, Tian Au Cyber Park, Fu Tian
District, Shenzhen China 518048 and to use all the furniture and
fittings
at the office premises that are necessary for the operation, during
normal
business hours, of the Company's scale and Tire Gauge Businesses
in the
PRC on demand and without any fees or charges whatsoever from the
Purchaser for 4 calender months counting from the first working date
after
the Completion Date except for any operating costs (including but
not
limited to telephone lines rental, electricity, etc) which shall
be borne
by the Purchaser.
|
|
13.9
|
To
the extent that monies are received by the Company on or after Completion
in respect of any invoices issued by the Vendor or a Vendor’s Group
Company on or prior to 30 November 2005 in connection with the Tire
Gauge
Business, the Purchaser undertakes to hold and shall procure that
the
Company shall hold such monies on trust for the Vendor and to pay
such
monies to the Vendor promptly and in any event within 7 days of
receipt.
|
| 13.10 |
To
the extent that monies are received by the Vendor or a Vendor’s Group
Company on or after Completion in respect of any invoices issued
by the
Company on or after 30 November 2005 in connection with the Tire
Gauge
Business, the Vendor undertakes to hold and shall procure that the
relevant Vendor’s Group Company shall hold such monies on trust for the
Company and to pay such monies to the Company promptly and in any
event
within 7 days of receipt.
|
|
13.11
|
If
a payment of outgoings and expenses in the ordinary course of business
in
respect of the Company for any period after 30 November 2005 has
been or
is made by the Vendor, the Purchaser shall repay to the Vendor all
amount
equal to such payment on the Completion Date.
|
-
27 -
|
13.12
|
If
a payment is received by the Vendor or a Vendor’s Group Company on behalf
of the Company on or after 1 December 2005, the Vendor or the relevant
Vendor’s Group Company shall promptly
remit such relevant payment into the Company’s bank
account.
|
|
14.
|
Confidentiality
of Information
|
|
14.1
|
Each
Party shall treat as confidential all information received or obtained
as
a result of entering into or performing this Agreement which relates
to:
|
|
14.1.1
|
the
provisions of this Agreement;
|
|
14.1.2
|
the
negotiations relating to this Agreement;
|
|
14.1.3
|
the
subject matter of this Agreement or
|
|
14.1.4
|
the
other Party or any member of the MSI Group or the Purchaser’s Group (as
the case may be).
|
|
14.2
|
The
restrictions contained in Clause 14.1 shall not apply so as to prevent
either Party from making any disclosure required by law or by any
securities exchange or supervisory or regulatory or governmental
body
pursuant to rules to which the relevant Party is subject or from
making
any disclosure to any professional adviser for the purposes of obtaining
advice (provided always that the provisions of this Clause 14 shall
apply
to and the relevant Party shall procure that it applies to and is
observed
in relation to, the use or disclosure by such professional adviser
of the
information provided to itself) nor shall the restrictions apply
in
respect of any information which comes into the public domain otherwise
than by a breach of this Clause 14 by the relevant
Party.
|
|
15.
|
Costs
|
|
15.1
|
Each
party to this Agreement shall pay its own costs of and incidental
to this
Agreement and the sale and purchase hereby agreed to be
made.
|
|
15.2
|
The
Vendor confirms that no expense of whatever nature relating to the
sale of
the Sale Share has been or is to be borne by the
Company.
|
|
16.
|
General
|
|
16.1
|
This
Agreement shall be binding upon and enure for the benefit of the
estates,
personal representatives or successors of the
Parties.
|
|
16.2
|
A
Party may not assign, or purport to assign, all or any part of the
benefit
of, or its rights or benefits under, this Agreement without the prior
written consent of the other Party.
|
|
16.3
|
This
Agreement (together with any documents referred to herein or executed
contemporaneously by the Parties in connection herewith) constitutes
the
whole agreement between the Parties and supersedes any previous agreements
or arrangements between them relating to the subject matter hereof;
it is
expressly declared that no variations hereof shall be effective unless
made in writing signed by duly authorised representatives of the
Parties.
|
-
28 -
|
16.4
|
All
of the provisions of this Agreement shall remain in full force and
effect
notwithstanding Completion (except insofar as they set out obligations
which have been fully performed at
Completion).
|
|
16.5
|
If
any provision or part of a provision of this Agreement shall be,
or be
found by any authority or court of competent jurisdiction to be,
invalid
or unenforceable, such invalidity or unenforceability shall not affect
the
other provisions or parts of such provisions of this Agreement, all
of
which shall remain in full force and
effect.
|
|
16.6
|
The
Purchaser may release or compromise the liability of the Vendor hereunder
or grant to the Vendor time or other
indulgence.
|
|
16.7
|
No
failure of either party to exercise, and no delay or forbearance
in
exercising, any right or remedy in respect of any provision of this
Agreement shall operate as a waiver of such right or
remedy.
|
|
16.8
|
Upon
and after Completion either Party shall do and execute or procure
to be
done and executed all such further acts, deeds, documents and things
as
may be necessary to give effect to the terms of this Agreement and
to
place control of the Company in the hands of the Purchaser and pending
the
doing of such acts, deeds, documents and things the Vendor shall
as from
Completion hold the legal estate in the Sale Share in trust for the
Purchaser.
|
|
16.9
|
This
Agreement may be executed in one or more counterparts, and by the
Parties
on separate counterparts, but shall not be effective until each party
has
executed at least one counterpart and each such counterpart shall
constitute an original of this Agreement but all the counterparts
shall
together constitute one and the same
instrument.
|
|
17.
|
Notices
|
Any
notice required to be given by either Party the other shall be deemed validly
served by hand delivery or by prepaid registered letter sent through the post
(airmail if to an overseas address) or by facsimile transmission to its address
given herein or such other address as may from time to time be notified for
this
purpose and any notice served by hand shall be deemed to have been served on
delivery, any notice served by facsimile transmission shall be deemed to have
been served when sent and any notice served by prepaid registered letter shall
be deemed to have been served 48 hours (72 hours in the case of a letter sent
by
airmail to an address in another country) after the time at which it was posted
and in proving service it shall be sufficient (in the case of service by hand
and prepaid registered letter) to prove that the notice was properly addressed
and delivered or posted, as the case may be, and in the case of service by
facsimile transmission to prove that the transmission was confirmed as sent
by
the originating machine.
-
29 -
Each
notice, demand or other communication given or made under this Agreement shall
be in writing and delivered or sent to the relevant party at its address or
fax
number set out below (or such other address or fax number as the addressee
has
by five (5) days’ prior written notice specified to the other
parties):
|
To
the Vendor
|
:
|
Kenabell
Holding Limited
|
|
|
▇▇▇▇
▇▇▇▇▇ ▇▇▇,
|
|||
|
▇▇▇▇▇▇▇,
|
|||
|
▇▇▇▇▇▇▇▇
▇▇▇▇▇,
|
|||
|
▇.▇.▇.
|
|||
|
With
copy to the Hong Kong office of ▇▇▇▇▇▇▇▇ Chance
|
|||
|
E-mail:
|
▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
|
||
|
Fax
no.:
|
▇-▇▇▇-▇▇▇-▇▇▇▇
|
||
|
Attention:
|
▇▇.
▇▇▇▇▇ ▇▇▇▇▇▇▇
|
||
|
To
the Purchaser
|
:
|
Fervent
Group Limited
|
|
|
▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇ ▇
|
|||
|
▇▇▇▇▇▇
▇▇▇▇▇▇
|
|||
|
▇▇
▇▇▇▇▇▇▇▇▇
|
|||
|
▇▇▇▇▇▇▇▇▇
|
|||
|
▇▇▇▇
▇▇▇▇
|
|||
|
|
E-mail:
|
▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇.▇▇
|
|
|
|
Fax
no.:
|
(▇▇▇)
▇▇▇▇ ▇▇▇▇
|
|
|
|
Attention:
|
Mr.
M.B. ▇▇▇
|
|
Any
notice, demand or other communication so addressed to the relevant party shall
be deemed to have been delivered (a) if given or made by letter, when actually
delivered to the relevant address; and (b) if given or made by e-mail, when
transmitted electronically provided that no notification that the electronic
communication has not reached its recipient has been received by the sender,
except that any failure in transmission beyond the sender’s control shall not
invalidate the effectiveness of the notice or document being served; (c) if
given or made by fax, when despatched.
-
30 -
|
18.
|
Governing
Law and Submission to
Jurisdiction
|
This
Agreement shall be governed by and construed in accordance with the laws of
Hong
Kong and the parties hereto irrevocably submit to the non-exclusive jurisdiction
of the Hong Kong courts for the purpose of enforcing any claim arising
hereunder. The Vendor hereby irrevocably appoints The Law Debenture Corporation
(H.K.) Limited of ▇▇▇▇ ▇▇▇▇, 19/F Two International Finance Centre, ▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ as
its
agent to receive and acknowledge on its behalf service of any writ, summons,
order, Judgment or other notice of legal process in Hong Kong. The Purchaser
hereby irrevocably appoints M.B. ▇▇▇ & Co., Certified Public Accountants of
26th
Floor,
Office B, United Centre, 95 Queensway, Admiralty, Hong Kong,
as its
agent to receive and acknowledge on its behalf service of any writ, summons,
order, Judgment or other notice of legal process in Hong Kong. If for any reason
the agent named above (or its successor) no longer serves as agent of the Vendor
for this purpose, the Vendor shall promptly appoint a successor agent, notify
the Purchaser thereof and deliver to the Purchaser a copy of the new process
agent’s acceptance of appointment Provided
that
until the Purchaser receives such notification, it shall be entitled to treat
the agent named above (or its said successor) as the agent of the Vendor for
the
purposes of this Clause. The Vendor agrees that any such legal process shall
be
sufficiently served on it if delivered to such agent for service at its address
for the time being in Hong Kong.
-
31 -
SCHEDULE
1
Details
of the Company
THE
COMPANY
| 1. |
Registered
number:
|
TR-133680
|
| 2. |
Address
of registered office:
|
Trident
Trust Company (Cayman) Limited, Fourth Floor, One Capital Place,
P.O. Box
847GT, Grand Cayman, Cayman Islands, British West
Indies
|
| 3. |
Date
and place of incorporation:
|
11
March 2004, Cayman Islands
|
| 4. |
Authorised
share capital:
|
US$1,000,000.00
divided into 1,000,000 ordinary shares of US$1.00 each
|
| 5. |
Issued
share capital:
|
US$1.00
|
| 6. |
Directors:
|
▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇
|
| 7. |
Shareholders:
|
Kenabell
Holding Limited
|
| 8. |
Secretary:
|
NIL
|
| 9. |
Annual
Accounts Date:
|
31
March
|
| 10. |
Auditors:
|
KPMG
|
-
32 -
SCHEDULE
2
Effective
Date Accounts
|
1.
|
A
reserve in the agreed sum of US$978,500.00 shall be made in respect
of the
inventory of the Company as at the close of business on 30 November
2005.
|
|
2.
|
To
provide for severance payments in respect of the termination of the
existing 7 employees of the
Company.
|
-
33 -
SCHEDULE
3
Warranties
| 1. |
The
Accounts
|
|
1.1
|
The
Accounts have been prepared in accordance with the requirements of
all
relevant applicable laws and applicable statements of standard accounting
practice and with generally accepted accountancy principles and practice
and show a true and fair view of the state of affairs of the Company
and
of its results and profits for the financial period ended on the
Accounting Date.
|
|
1.2
|
The
Accounts disclose and make adequate provision for all actual
liabilities.
|
|
1.3
|
The
Accounts disclose and make adequate provision for or note all contingent,
unquantified or disputed liabilities, capital commitments and deferred
or
provisional Tax.
|
|
1.4
|
Adequate
provision or reserve has been made in the Accounts for all Tax including
deferred or provisional taxation which the Company was, as at the
Accounting Date, or might at any time thereafter become or have become
liable including (without limitation) Tax:
|
|
1.4.1
|
on
or in respect of or by reference to the profits, gains or income
for any
period ended on or before the Accounting
Date;
|
|
1.4.2
|
in
respect of any event before the Accounting Date including distributions
made and charges on profits, income or assets on or before such
date.
|
|
1.5
|
The
trade
accounts receivable of the Company as shown in the Effective Date
Accounts
due from the Company’s customers other than Conair Corporation shall be
collectible in full within 120 days of the Completion Date subject
to the
Company using all reasonable endeavours to collect the same.
Notwithstanding Clause 9.11.2 of this Agreement, the liabilities
of the
Vendor under the Warranty contained in this paragraph 1.5 shall be
limited
to the maximum amount of
US$120,000.00.
|
|
1.6
|
The
Company has not factored any of its debts or entered into any financing
arrangement of a type which would not require to be shown or reflected
in
the Accounts.
|
|
1.7
|
Except
as disclosed in the Accounts there are at the date
hereof:-
|
|
1.7.1
|
no
loans, guarantees, material undertakings, material commitments on
capital
account or unusual liabilities, actual or contingent, made, given,
entered
into or incurred by or on behalf of the
Company;
|
|
1.7.2
|
no
mortgages, charges, liens or other similar encumbrances on the assets
of
the Company or any part thereof;
and
|
|
1.7.3
|
no
outstanding loan capital or other loans to the
Company.
|
-
34 -
|
2.
|
Management
Accounts
|
The
Management Accounts have been prepared in accordance with the accounting
policies of the Company and on a consistent basis with the monthly management
accounts of the Company and show a fair view of the assets and liabilities
and
profits and losses of the Company as at and to 31 October 2005.
|
3.
|
Tax,
Records and Returns
|
|
3.1
|
All
returns, computations, notices and information made or provided or
required to be made or provided by the Company for any Tax purpose
have
been made or given within the requisite periods and on a proper basis
and
when made were true and accurate in all material respects and are
up to
date.
|
|
3.2
|
The
Company has not effected any transactions which would require any
consent
or clearance from a relevant Tax
authority.
|
|
3.3
|
Since
the date of its incorporation, neither the Company nor any director
or
officer of the Company has paid or become liable to pay any fine,
penalty,
surcharge or interest in relation to
Tax.
|
|
3.4
|
Since
the date of its incorporation and ended on the Accounting Date, there
has
been no major change in the nature or conduct of a trade or business
of
the Company nor has the scale of the activities in such a trade or
business become small or
negligible.
|
|
3.5
|
No
act or transaction has been or will, on or before Completion, be
effected
by the Company, the Vendor or any other person (including the sale
of the
Sale Share), in consequence of which the Company is or may be held
liable
for Tax primarily chargeable against some other
person.
|
|
3.6
|
The
Company has made all deductions and withholdings in respect, or on
account, of any Tax from any payments made by it which it is obliged
or
entitled to make on or before the date hereof and has duly accounted
in
full to the appropriate authority for all amounts so deducted or
withheld.
|
|
3.7
|
The
Company is not under any obligation to make any payment of interest
or any
annual payment for which no relief will be received, whether as a
deduction or otherwise, for Tax purposes and no such payments have
been
made since the Accounting Date.
|
|
3.8
|
The
Company has not entered into or been engaged in or been a party to
any
transaction which is artificial or fictitious or any transaction
or series
of transactions or scheme or arrangement of which the main or dominant
purpose or one of the main or dominant purposes was the avoidance
or
deferral of or reduction in the liability to Tax of the
Company.
|
|
3.9
|
The
Company is not and has not at any time since its date of incorporation
and
ended with the date of this Agreement been liable to Tax in any
jurisdiction other than Hong Kong.
|
-
35 -
|
3.10
|
All
documents to which the Company is a party which are subject to stamp
or
similar duty have been duly stamped and, where appropriate or necessary,
adjudicated.
|
|
3.11
|
The
information given by the Company to the Customs and Excise Department
and
all other authorities (whether of Hong Kong or otherwise) in connection
with the import or export of any goods was when given true and accurate
and the Company has complied with the relevant legislation, regulations,
orders, directions or conditions (whether of Hong Kong or otherwise)
relating to the import and export of goods and to all relevant customs
and
excise matters, and all customs duties and tariffs payable by the
Company
have been paid in full within the applicable time
limits.
|
|
3.12
|
The
books and records of the Company accurately present and reflect in
accordance with generally accepted accounting principles and standards
within the Company’s jurisdiction of incorporation all transactions
entered into by the Company or to which it has been a
party.
|
|
3.13
|
The
Company has complied in all material aspects with its reporting
obligations to the relevant Tax authority in connection with benefits
provided for any director or employee or to any company with which
it has
contracted for the provision of the services of any individual to
the
Company.
|
|
4.
|
Corporate
Matters
|
|
4.1
|
The
Company has been duly incorporated and is validly existing and no
order
has been made or, so far as the Vendor is aware, petition presented,
or
resolution passed for the winding up of the Company and no distress,
execution or other process has been levied on any of its assets.
The
Company is not insolvent nor unable to pay its debts, no receiver
or
receiver and manager has been appointed by any person of its business
or
assets or any part thereof, and the Company has taken no steps to
enter
liquidation.
|
|
4.2
|
The
Vendor is the beneficial owners of the Sale Share, free and clear
of any
lien, charge, option, right of pre-emption or other encumbrance or
third
party right whatsoever and the Company has not exercised any lien
over any
of its issued shares and there is no outstanding call on any of the
Sale
Share and all of the Sale Share are fully
paid.
|
|
4.3
|
The
Sale Share constitute all the issued shares in the capital of the
Company.
|
|
4.4
|
The
Company has no and never has had any subsidiary or shares in or stock
of
any company and the Company has never been a director or other officer
of
any other company.
|
|
4.5
|
There
are no options or other agreements outstanding which call for the
issue of
or accord to any person the right to call for the issue of any shares
in
the capital of the Company
|
|
4.6
|
The
copies of the Memorandum and Articles of Association of the Company
which
are attached to the Disclosure Letter are accurate and complete in
all
respects. The Company has complied with its Memorandum and Articles
of
Association in all material respects and, has full power, authority
and
legal right to own its assets and carry on its business and none
of the
activities, agreements, commitments or rights of the Company is ultra
▇▇▇▇▇ or unauthorised.
|
-
36 -
|
4.7
|
The
Register of Members and all other statutory books of the Company
are up to
date and contain true and accurate records of all matters required
to be
dealt with therein
|
|
5.
|
Trading
and General Commercial
Matters
|
|
5.1
|
The
Company has good title to all such assets included in the Accounts
or
acquired by the Company since the Accounting Date (including, but
not
limited to, the
assets contemplated to be transferred to the Company under the Asset
Purchase Agreements (other than the asset purchase agreement dated
30
November 2005 entered into between MSI China and 永澵椅子(深圳)有榰公司))
that are necessary to enable it properly to conduct its business
as such
business has been conducted prior to the date hereof and to all stocks
used in its business, as well as the assets contemplated to be transferred
to the Company under the Asset Purchase Agreements (other
than the asset purchase agreement dated 30 November 2005 entered
into
between MSI China and 永澵椅子(深圳)有榰公司).
All such assets and stocks are free from any liens, mortgages, charges,
encumbrances or
other third party rights and the stock is in good condition and of
merchantable quality.
|
|
5.2
|
The
fixed and loose plant, machinery, furniture, fixtures and fittings,
equipment and vehicles and other tangible assets used in connection
with
the business of the Company and all other fixed assets referred to
in the
Accounts and any
additions thereto made
since the Accounting Date are the
sole and absolute property of and held
by the Company free from any liens, mortgages, charges,
encumbrances,
hire or hire purchase agreements, credit sale agreements or agreements
for
payment on deferred terms or bills of sale and all such assets are
owned
by the Company and in the possession or under the control of the
Company.
All such assets owned or used by the Company are in good repair and
capable of being used for the purposes for which they are designed,
acquired or used by the Company.
|
|
5.3
|
To
the best of the Vendor’s knowledge and belief, the Company is not a party
to any contract not made in the ordinary course of
business.
|
|
5.4
|
To
the best of the Vendor’s knowledge and belief, except in the ordinary
course of business no tender, quotation or offer issued by the Company
and
still outstanding is or will be capable of giving rise to a contract
merely by an order acceptance or other action by another
party.
|
|
5.5
|
The
execution, delivery and performance of this Agreement will not result
in
the breach or termination of any of the terms or conditions of or
constitute a default under any agreement, commitment or other instrument
to which the Company is a party or by which the Company or its property
or
assets may be bound or affected or result in the acceleration of
any
obligation under any loan agreement or violate any applicable law
or
regulation affecting the Company.
|
-
37 -
|
5.6
|
There
are no loans, guarantees, pledges, mortgages, charges, liens or
encumbrances, made or incurred by or on behalf of the
Company.
|
|
5.7
|
There
are no agreements concerning the Company which can be terminated
or which
have been terminated or under which the rights of any person are
liable to
be materially adversely affected as a result of a change in control
of the
Company or in the composition of the Board of Directors of the
Company.
|
|
5.8
|
The
Company is not the subject of any official investigation or
inquiry.
|
|
5.9
|
The
Company has at all times carried on its business in compliance with
all
applicable laws and regulations in all material
aspects.
|
|
5.10
|
The
Company has given no powers of attorney and no other authority express,
implied or ostensible which is still outstanding or effective to
any
person to enter into any contract or commitment to do anything on
its
behalf other than the authority of employees to enter into routine
trading
contracts in the normal course of their
duties.
|
|
5.11
|
Other
than the name “Measurement Ltd.” and “精痸椅子”,
the Company does not carry on business under any other
name.
|
|
5.12
|
The
Company does not have any of its records, systems, controls, data
or
information recorded, stored, maintained, operated or otherwise wholly
or
partly dependent on or held by any means (including any electronic,
mechanical or photographic process whether computerised or not) which
(including all means of access thereto and therefrom) are not under
the
exclusive ownership and direct control of the
Company.
|
|
6.
|
Confidential
Information and Intellectual Property
|
| 6.1 | (a) |
In
this paragraph 6.1 “Confidential
Information”
means all know-how, lists of customers or suppliers, trade secrets,
technical processes or other confidential information belonging to
the
Company or to any third party.
|
| (b) |
To
the best of the Vendor’s knowledge and belief, the Company has not misused
Confidential Information belonging to any third party in conducting
its
business since its incorporation.
|
| (c) |
To
the Vendor’s best knowledge and belief, the Company is not in breach of
any agreement or arrangement under which Confidential Information
belonging to any third party is made available to the
Company.
|
| (d) |
Except
as set forth in the Disclosure Letter, the Company has no actual
knowledge
of any actual or alleged misuse by any person of any of its Confidential
Information. The Company takes reasonable steps to assure that none
of its
Confidential Information is disclosed to any person except where
such
disclosure was properly made in the normal course of the Company’s
business and was made subject to an agreement under which the recipient
is
obliged to maintain the confidentiality of such Confidential Information
and is restrained from further disclosing it or using it other than
for
the purposes for which it was disclosed by the
Company.
|
-
38 -
|
6.2
|
All
Intellectual Property used, or required to be used, in the conduct
of the
business or businesses of the Company and/or the Vendor’s Group Company
relating to the development, manufacture, marketing, sale, distribution,
promotion, import and export of scales and the Tire Gauge
Business:
|
|
(a)
|
is
currently owned, or shall at the latest by the Completion Date be
owned,
by the Company as the sole legal and beneficial owner, free of any
licence
or encumbrance in favour of a third party, except as disclosed in
the
Disclosure Letter (“the
Company’s Intellectual Property”);
or
|
|
(b)
|
is
used by the Company and/or Vendor’s Group Company in accordance with the
terms of a current licence from the owner of that Intellectual Property
which licence is disclosed in the Disclosure Letter (“Licensed
IP”)
|
|
6.3
|
None
of the Company’s Intellectual Property has been wrongfully or unlawfully
acquired by the Company and/or the Vendor’s Group Company. No claim under
any warranty contained in documentation by which the Company acquired
from
any third party ownership of any of the Company's Intellectual Property
has been made.
|
|
6.4
|
The
material particulars as to registration (and applications therefor)
of the
Company’s Intellectual Property and Licensed IP, including filing and
grant dates, are set forth in Schedule 4. Except as otherwise specified
in
Schedule 4, each of those registrations is currently in full force
and
effect, and all renewal fees, annuities or other maintenance fees
have
been paid when due except as otherwise indicated in Schedule 4 and
all
action necessary to register and maintain the granted or pending
and not
lapsed registrations and applications set forth in Schedule 4 have
been
taken.
|
|
6.5
|
All
licences (excluding licences of computer programs) to the Company
and/or
the Vendor’s Group Company of Licensed IP (including any royalties or
licence fees payable) and all licences of the Company’s Intellectual
Property to third parties are disclosed in the Disclosure Letter.
To the
Vendor’s best knowledge and belief, neither the Company, the Vendor’s
Group Company nor any other person has alleged a breach of any of
those
licences during the two years preceding the date of this
Agreement.
|
|
6.6
|
Except
as otherwise stated in the Disclosure Letter, the Company’s Intellectual
Property, and the validity or subsistence of the Company’s right, title
and interest therein, is not the subject of any current, pending
or
threatened challenge, claim or proceedings, including any opposition,
cancellation, revocation or rectification, and has not during the
period
of two years prior to Completion been the subject of any challenge,
claim
or proceeding, or objections against the Company or any of the Vendor’s
Group Company.
|
|
6.7
|
Save
as set forth in the Disclosure Letter the Vendor, its subsidiaries,
the
Company, the Vendor’s Group Company or its predecessor have not entered
into any agreement, arrangement or understanding (whether legally
enforceable or not) for the licensing, or otherwise permitting the
use or
exploitation, of the Company’s Intellectual Property or which prevents,
restricts or otherwise inhibits the Company’s freedom to use and exploit
the Company’s Intellectual
Property.
|
-
39 -
|
6.8
|
Save
as set forth in the Disclosure Letter, the Vendor has no actual knowledge
of any current infringement of or threat to infringe any of the Company’s
Intellectual Property by any third
party.
|
|
6.9
|
Except
as otherwise stated in the Disclosure Letter, to the actual knowledge
of
the Vendor and the Vendor's Group Company, no third party has, during
the
six years preceding the date of this Agreement made, threatened or
brought
any challenge, claim or proceedings in relation to the use of the
Licensed
IP by the Company and/or the Vendor’s Group
Company.
|
|
6.10
|
The
carrying on by the Company and/or the Vendor’s Group Company of the
business relating to the development, manufacture, marketing, sale,
distribution, promotion, import and export of scales and the Tire
Gauge
Business as presently constituted does not, save as set forth in
the
Disclosure Letter, require any licences or consents from, or the
making of
royalty or similar payments to, any third party under any Intellectual
Property in the nature of confidential information, copyrights or
business
names. Except as set forth in the Disclosure Letter, the Company
has not
received written notice from any third party that the carrying on
the
Company's business relating to the development, manufacture, marketing,
sole distribution and promotion of scales and the Tire Gauge Business
as
presently constituted infringes any patent or design of any third
party.
|
|
6.11
|
Neither
the Company, nor the Vendor, nor the Vendor's Group Company have
received
written notice of the assertion of any Moral Rights which could materially
affect the use or value of any of the Company’s Intellectual
Property.
|
|
6.12
|
The
rights granted to the Company in the Company’s Intellectual Property and
Licensed IPs constitute rights to all of the material Intellectual
Property that are used in the conduct of the business relating to
the
development, manufacture, marketing, sale, distribution and promotion
of
scales and the Tire Gauge Business currently conducted by the Company
and/or Vendor’s Group Company.
|
|
7.
|
Computer
Systems and Software
|
|
7.1
|
In
this paragraph , the expression “the Product Software” means all of the
computer programs embodied in the Company's products and the expression
"the Business Software" means all of the computer programs identified
and
briefly described in Schedule 5 and other material computer programs
and
software used or supplied in or in connection with the business of
the
Company as of the Completion Date (whether owned by the Company,
licensed
to the Company by a third party or sub-licensed by the Company pursuant
to
a licence agreement from a third
party).
|
|
7.2
|
The
Business Software includes all material computer programs and software
used or supplied in or in connection with the business of the Company
as
of the Completion Date (whether owned by the Company, licensed to
the
Company by a third party or sub-licensed by the Company pursuant
to a
licence agreement from a third party).
|
-
40 -
|
7.3
|
The
Company has absolute right, title and ownership to and copyright
in each
item of the Product Software, including the source code and object
code,
and any user and other manuals, free of all encumbrances and adverse
claims and no property rights of the Company in such Product Software
have
been sold, assigned, licensed or disposed of to any party other than
by
the granting of implied non-exclusive licences to customers of the
Company
in the ordinary course of its business. A non-exhaustive list of
the
Product Software is listed in Schedule
5.
|
|
7.4
|
The
Company is not a party to any contract requiring the Company to place
in
escrow, or otherwise to permit any third party to use or have access
to,
the source code to any of the Product
Software.
|
|
7.5
|
The
Company is entitled to use and, where indicated, to grant sub-licences
to
third parties to use the Business Software described in Schedule
5
pursuant to licences and/or consents granted to the Company by the
owner
or licensee of such Business Software, such licences being in full
force
and effect. All royalties and other payments have been paid when
due and
there has been no act or default by the Company or, where appropriate,
its
sub-licensees or any other person which may in any way result in
such
licences being terminated or the Company being unable to obtain any
benefit under such licences.
|
|
7.6
|
The
Company does not have any current dispute with any person relating
to
proprietary or other rights in or to the Product
Software.
|
|
8.
|
Insurance
|
|
8.1
|
The
Disclosure Letter contains a list of each current insurance and indemnity
policy in respect of which the Company has an interest in (together
the
“Policies”).
|
|
8.2
|
No
claim in outstanding under any of the
Policies.
|
|
8.3
|
The
Company has not suffered any uninsured losses nor waived any rights
of
material or substantial value or allowed any insurances to
lapse.
|
|
9.
|
Litigation
|
|
9.1
|
Nothing
in this Warranty 9 concerns any employee related
matters.
|
|
9.2
|
Except
otherwise stated in the Disclosure Letter, neither the Company nor,
so far
as the Vendor is aware, a person for whose acts or defaults the Company
may be vicariously liable is involved in a civil, criminal, arbitration,
administrative or other proceedings (other than in relation to the
collection of debts arising in the ordinary course of business of
the
Company). So far as the Vendor is aware, no civil, criminal, arbitration,
administrative or other proceeding which will or is reasonably likely
to
have a material adverse effect on the business of the Company is
pending
or threatened by or against the
Company.
|
|
9.3
|
Save
as disclosed in the Disclosure Letter, there are no current disputes
between the Company and any of its customers, suppliers, employees
or
officers in relation to goods or services purchased or supplied,
plant or
machinery, duties or work or any loss, damage or injury resulting
therefrom which
are reasonably likely to have a material adverse effect on the business
of
the Company.
|
-
41 -
|
10.
|
Employment
|
|
10.1
|
The
Company does not employ any employees in any jurisdiction other than
the
employees currently employed by the Company in Hong Kong and
PRC.
|
|
11.
|
Arrangements
with connected persons
etc.
|
|
11.1
|
All
amounts outstanding and appearing in the books of the Company as
loan
accounts or as due to shareholders wholly represent money or money’s worth
paid or transferred to the Company as the case may be or remuneration
accrued due and payable for services
rendered.
|
|
11.2
|
So
far as the Vendor is aware, there is no outstanding contract or
arrangement to which the Company is a party and in which any of the
Vendor
or directors or officers of the Company is interested, whether directly
or
indirectly, other than arm’s length service contracts and the Company is
not a party to, any contract or arrangement which is not of an entirely
arm’s length nature
|
|
12.
|
Matters
since the Accounting
Date
|
Since
the
Accounting Date:
|
12.1
|
the
Company’s business has been carried on lawfully and in the ordinary and
usual course of business so as to maintain it as a going
concern;
|
|
12.2
|
no
dividends, bonuses or other distributions have been declared, paid
or made
in respect of any of the Sale Share;
|
|
12.3
|
save
as disclosed in the Disclosure Letter, there has been no material
adverse
change in the customer relations of the said business or in the financial
condition or the position, assets or liabilities of the said business
or
the Company as compared with the position disclosed by the Accounts
and
there has been no damage, destruction or loss (whether or not covered
by
insurance) materially affecting the said business or its
assets;
|
|
12.4
|
no
resolutions have been passed by the Company and nothing has been
done in
the conduct or management of the affairs of the Company which would
be
likely materially to reduce the net asset value of the
Company.
|
|
13.
|
Accuracy
of Information
Provided
|
|
13.1
|
All
factual information contained in Schedules 14 and 5 to this Agreement
and
the Disclosure Letter is true and accurate in all material respects
and
not misleading in any material
respect.
|
-
42 -
|
14.
|
Vendor’s
Warranties
|
|
14.1
|
The
Vendor represents and warrants to the Purchaser
that:
|
|
14.1.1
|
the
Vendor has the right, power and authority, and has taken all action
necessary, to execute, deliver and exercise its rights and perform
its
obligations under this Agreement and each document to be executed
at or
before Completion to which it is expressed to be a party (the
“Vendor’s
Completion Documents”);
|
|
14.1.2
|
the
Vendor’s obligations under this Agreement and the Vendor’s Completion
Documents are, or when the relevant Vendor’s Completion Document is
executed will be, enforceable in accordance with their respective
terms;
|
|
14.1.3
|
the
execution and delivery of, and the performance by the Vendor of its
obligations under, this Agreement and the Vendor’s Completion Documents
will not:
|
| (a) |
result
in a breach of any provision of the memorandum or articles of association
or by-laws or equivalent constitutional documents of the
Vendor;
|
| (b) |
result
in a breach of, or constitute a default under, any instrument to
which it
is a party or by which the Vendor is bound and which is material
in the
context of the transactions contemplated by this
Agreement;
|
| (c) |
result
in a breach of any order, judgment or decree of any court or governmental
agency to which the Vendor is a party or by which it is bound or
submits;
or
|
| (d) |
require
the Vendor to obtain any consent or approval of, or give any notice
to or
make any registration with, any governmental or other authority which
has
not been obtained or made at the date hereof both on an unconditional
basis and on a basis which cannot be revoked (save pursuant to any
legal
or regulatory entitlement to revoke the same other than by reason
of any
misrepresentation or misstatement).
|
-
43 -
SCHEDULE
4
List
of Intellectual Property Rights
|
FILE
NO.
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
|
1.
|
MSI-7
|
FOOD
SCALE
|
US
|
GRANTED
|
2/17/2012
|
62,492
|
D390,796
|
11/15/1996
|
2/17/1998
|
|
2.
|
MSI-100
|
ELECTROMECHANICAL
SCALE
|
US
|
GRANTED
|
6/26/2015
|
29/116,851
|
D444,090S
|
1/11/2000
|
6/26/2001
|
|
3.
|
MSI-101
|
GLASS
SCALE
|
US
|
GRANTED
|
7/3/2015
|
29/117,072
|
D444,403S
|
1/14/2000
|
7/3/2001
|
|
4.
|
MSI-18
|
DIGITAL
GLASS I-BEAM SCALE
|
US
|
GRANTED
|
1/4/2014
|
29/100,390
|
D418,439
|
2/10/1999
|
1/4/2000
|
|
5.
|
MSI-21
|
MECHANICAL
GLASS I-BEAM SCALE
|
US
|
GRANTED
|
5/30/2014
|
29/100389
|
D425,806
|
2/10/1999
|
5/30/2000
|
|
6.
|
MSI-22
|
BATH
SCALE DESIGN WITH HANDLE
|
US
|
GRANTED
|
1/11/2014
|
29/100,386
|
D418,766
|
2/10/1999
|
1/11/2000
|
|
7.
|
MSI-23
|
BATH
SCALE
|
US
|
GRANTED
|
1/25/2014
|
29/100,387
|
D419,472
|
2/10/1999
|
1/25/2000
|
|
8.
|
MSI-24
|
WIDE
BODY SCALE
|
US
|
GRANTED
|
12/21/2013
|
29/100,388
|
D417,852
|
2/10/1999
|
12/21/1999
|
|
9.
|
MIS-95
|
ELECTRONIC
SCALE
|
US
|
GRANTED
|
4/10/2015
|
29/116,842
|
D440,167S
|
1/11/2000
|
4/10/2001
|
|
10.
|
MSI-96
|
V-SCALE
|
US
|
GRANTED
|
7/10/2015
|
29/116,848
|
D444,724S
|
1/11/2000
|
7/10/2001
|
-
44 -
|
FILE
NO.
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
11.
|
MSI-97
|
HANDLE
SCALE
|
US
|
GRANTED
|
6/26/2015
|
29/116,845
|
D444,088S
|
1/11/2000
|
6/26/2001
|
|
12.
|
MSI-98
|
BODY
FAT SCALE
|
US
|
GRANTED
|
7/3/2015
|
29/116,857
|
D444,402S
|
1/11/2000
|
7/3/2001
|
|
13.
|
MSI-99
|
BODY
FAT SCALE
|
US
|
GRANTED
|
6/26/2015
|
29/116,847
|
D444,089S
|
1/11/2000
|
6/26/2001
|
|
14.
|
MSI-136
|
BATHROOM
SCALE
|
US
|
GRANTED
|
12/11/2015
|
29/135,537
|
D451,835S
|
1/12/2001
|
12/11/2001
|
|
15.
|
MSI-137
|
BATHROOM
SCALE
|
US
|
GRANTED
|
10/23/2015
|
29/135,540
|
D449,552S
|
1/12/2001
|
10/23/2001
|
|
16.
|
MSI-138
|
BATHROOM
SCALE
|
US
|
GRANTED
|
11/6/2015
|
29/135,538
|
D450,003S
|
1/12/2001
|
11/6/2001
|
|
17.
|
MSI-139
|
BATHROOM
SCALE
|
US
|
GRANTED
|
11/13/2015
|
29/135,539
|
D450,258S
|
1/12/2001
|
11/13/2001
|
|
18.
|
MSI-140
|
BATHROOM
SCALE
|
US
|
GRANTED
|
11/13/2015
|
29/135,569
|
D450,259S
|
1/12/2001
|
11/13/2001
|
|
19.
|
MSI-141
|
BATHROOM
SCALE
|
US
|
GRANTED
|
11/6/2015
|
29/135,567
|
D450,004S
|
1/12/2001
|
11/6/2001
|
|
20.
|
MSI-306I
|
BATHROOM
SCALE CLOCK
|
US
|
PENDING
|
29/196,107
|
12/22/03
|
|||
|
21.
|
MSI-306
-DIV
|
BATHROOM
SCALE CLOCK
|
US
|
PENDING
|
29/233,059
|
06/27/05
|
|||
|
22.
|
MSI-338
|
BODY
FAT SCALE
|
US
|
PENDING
|
29/229408
|
05/06/05
|
-
45 -
|
FILE
NO.
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
23.
|
MSI-10
|
TIRE
PRESSURE GAUGE
|
US
|
Granted
|
2/3/2012
|
29/65,069
|
D390,140
|
1/21/1997
|
2/3/1998
|
|
24.
|
MSI-11
|
COMPACT
TIRE PRESSURE GAUGE
|
US
|
Granted
|
5/18/2013
|
29/085,428
|
D409,931
|
3/23/1998
|
5/18/1999
|
|
25.
|
MSI-102
|
PRESSURE
GAUGE
|
US
|
Granted
|
4/24/2015
|
29/121,022
|
D440,894
|
3/30/2000
|
4/24/2001
|
|
26.
|
MSI-103
|
PRESSURE
GAUGE
|
US
|
Granted
|
4/24/2015
|
29/121,021
|
D440,893
|
3/30/2000
|
4/24/2001
|
|
27.
|
MSI-104
|
PRESSURE
GAUGE
|
US
|
Granted
|
5/8/2015
|
29/121,023
|
D441,674
|
3/30/2000
|
5/8/2001
|
|
28.
|
MSI-105
|
PRESSURE
GAUGE
|
US
|
Granted
|
4/24/2015
|
29/121,042
|
D440,895
|
3/30/2000
|
4/24/2001
|
|
29.
|
MSI-12
|
DELUXE
TIRE PRESSURE GAUGE
|
US
|
Granted
|
5/11/2013
|
29/085,429
|
D409,509
|
3/23/1998
|
5/11/1999
|
|
30.
|
MSI-117
|
ORNAMENTAL
DESIGN FOR A PRESSURE GAUGE
|
US
|
Granted
|
11/13/2015
|
29/131534
|
D450,257
|
10/24/2000
|
11/13/2001
|
|
31.
|
MSI-117CA
|
ORNAMENTAL
DESIGN FOR A PRESSURE GAUGE
|
Canada
|
Granted
|
8/21/2012
|
2001-1020
|
96685
|
4/23/2001
|
8/21/2002
|
|
32.
|
MSI-117-UK
|
ORNAMENTAL
DESIGN FOR A PRESSURE GAUGE
|
UK
|
Lapsed
|
2101299
|
4/23/01
|
|||
|
33.
|
MSI-118
|
PRESSURE
GAUGE
|
US
|
Granted
|
9/18/2015
|
29/132080
|
D447,970
|
11/1/2000
|
9/18/2001
|
-
46 -
|
FILE
NO.
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
34.
|
MSI-118
CA
|
PRESSURE
GAUGE
|
CA
|
Granted
|
12/18/2012
|
2001-1021
|
96686
|
4/23/2001
|
12/18/2002
|
|
35.
|
MSI-118UK
|
PRESSURE
GAUGE
|
UK
|
Lapsed
|
2101524
|
5/01/01
|
|||
|
36.
|
MSI-125
|
A
DESIGN FOR A STREAMLINED PRESSURE GAUGE
|
US
|
Granted
|
4/16/2016
|
29/132,078
|
D455,666
|
11/1/2000
|
4/16/2002
|
|
37.
|
MSI-125CA
|
A
DESIGN FOR A STREAMLINED PRESSURE GAUGE
|
CA
|
Granted
|
10/30/2012
|
2001-1024
|
96689
|
4/23/2001
|
10/30/2002
|
|
38.
|
MSI-125UK
|
A
DESIGN FOR A STREAMLINED PRESSURE GAUGE
|
UK
|
Granted
|
5/1/2026
|
2101527
|
2101527
|
5/1/2001
|
7/31/2001
|
|
39.
|
MSI-174
|
TIRE
PRESSURE GAUGE
|
US
|
Granted
|
6/25/2016
|
29/149,364
|
D459,257
|
10/9/2001
|
6/25/2002
|
|
40.
|
MSI-175
|
TIRE
PRESSURE GAUGE
|
US
|
Granted
|
7/2/2016
|
29/149,346
|
D459,668
|
10/9/2001
|
7/2/2002
|
|
41.
|
MSI-176
|
TIRE
PRESSURE GAUGE
|
US
|
Granted
|
9/10/2016
|
29/149,213
|
D462,627
|
10/09/2001
|
9/10/2002
|
|
42.
|
MSI-331
|
TIRE
PRESSURE GAUGE
|
US
|
Filed
|
29/222,932
|
2/4/2005
|
|||
|
43.
|
MSI-331UK
(Embodiment #1)
|
TIRE
PRESSURE GAUGE
|
UK
|
Filed
|
3022762
|
10/14/2005
|
-
47 -
|
FILE
NO.
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
44.
|
MSI-331
UK (Embodiment #2)
|
TIRE
PRESSURE GAUGE
|
UK
|
Filed
|
3022761
|
10/14/2005
|
|||
|
45.
|
MSI-331
CA
|
TIRE
PRESSURE GAUGE
|
Canada
|
Filed
|
Not
yet known
|
10/14/2005
|
|||
|
46.
|
MSI-334
|
TIRE
PRESSURE GAUGE
|
US
|
Filed
|
29/222,837
|
2/4/2005
|
|||
|
47.
|
MSI-336
|
DISPLAY
FOR A TIRE PRESSURE GAUGE
|
US
|
Filed
|
29/222,933
|
2/4/2005
|
|||
|
48.
|
MSI-339
|
TIRE
PRESSURE GAUGE
|
US
|
Filed
|
29/239,373
|
9/29/2005
|
|||
|
49.
|
MSI-339CA
|
TIRE
PRESSURE GAUGE
|
Canada
|
Filed
|
Not
yet known
|
11/17/2005
|
|||
|
50.
|
MSI-340
|
TIRE
PRESSURE GAUGE
|
US
|
Filed
|
29/239,377
|
9/29/2005
|
|||
|
51.
|
MSI-340CA
|
TIRE
PRESSURE GAUGE
|
Canada
|
Filed
|
Not
yet known
|
11/17/2005
|
|||
|
52.
|
MSI-341
|
TIRE
PRESSURE GAUGE
|
US
|
Filed
|
29/239,378
|
9/29/2005
|
|||
|
53.
|
MSI-341CA
|
TIRE
PRESSURE GAUGE
|
Canada
|
Filed
|
Not
yet known
|
11/17/2005
|
|||
|
54.
|
MSI-342
|
TIRE
PRESSURE GAUGE
|
US
|
Filed
|
29/239,356
|
9/29/2005
|
|||
|
55.
|
MSI-342CA
|
TIRE
PRESSURE GAUGE
|
Canada
|
Filed
|
Not
yet known
|
11/17/2005
|
|||
|
56.
|
MSI-343
|
TIRE
PRESSURE GAUGE
|
US
|
Filed
|
29/239,695
|
10/3/2005
|
|||
|
57.
|
MSI-343CA
|
TIRE
PRESSURE GAUGE
|
Canada
|
Filed
|
Not
yet known
|
-
48 -
|
FILE
NO.
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
58.
|
MSI-348
|
TIRE
PRESSURE GAUGE
|
US
|
Filed
|
29/240,847
|
10/19/2005
|
|||
|
59.
|
MSI-348CA
|
TIRE
PRESSURE GAUGE
|
Canada
|
Filed
|
Not
yet known
|
11/17/2005
|
|||
|
60.
|
MSI-350
|
TIRE
PRESSURE GAUGE (MS-5510)
|
U.S.
|
In
preparation.
|
|||||
|
61.
|
MSI-351
|
TIRE
PRESSURE GAUGE (MS-5520)
|
U.S.
|
In
preparation
|
|||||
|
62.
|
BLUE
BACKLIT TIRE GAUGE WITH WHITE FLASHLIGHT (DESIGN)
|
US
|
Not
filed (awaiting disclosure materials)
|
||||||
|
63.
|
MSI-119
|
COMBINED
TRANSMITTER AND RECEIVER FOR PARKING A VEHICLE USING POSITION DETECTION
SENSOR
|
US
|
Granted
|
9/11/2015
|
29/132054
|
D447,714
|
11/1/2000
|
9/11/2001
|
|
64.
|
MSI-119CA
|
COMBINED
TRANSMITTER AND RECEIVER FOR PARKING A VEHICLE USING POSITION DETECTION
SENSOR
|
CA
|
Granted
|
2/28/2013
|
2001-1022
|
96687
|
4/23/2001
|
2/28/2003
|
-
49 -
|
FILE
NO.
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
65.
|
MSI-119UK
|
COMBINED
TRANSMITTER AND RECEIVER FOR PARKING A VEHICLE USING POSITION DETECTION
SENSOR
|
UK
|
Granted
|
5/1/2026
|
2101525
|
2101525
|
5/1/2001
|
11/1/2001
|
|
66.
|
MSI-123
|
COMBINED
TRANSMITTER AND RECEIVER FOR A VEHICLE PARKING INDICATOR
SENSOR
|
US
|
Granted
|
10/17/2012
|
29/078,472
|
D400,115
|
10/27/1997
|
10/27/1998
|
|
67.
|
MSI-124
|
DESIGN
FOR A COMBINED TRANSMITTER AND RECEIVER FOR A VEHICLE PARKING INDICATOR
SENSOR
|
US
|
Granted
|
10/1/2016
|
29/132,079
|
D463,749
|
11/1/2000
|
10/1/2002
|
|
68.
|
MSI-124CA
|
DESIGN
FOR A COMBINED TRANSMITTER AND RECEIVER FOR A VEHICLE PARKING INDICATOR
SENSOR
|
CA
|
Granted
|
2/28/2013
|
2001-1023
|
96688
|
4/23/2001
|
2/28/2003
|
-
50 -
|
FILE
NO.
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
69.
|
MSI-124UK
|
DESIGN
FOR A COMBINED TRANSMITTER AND RECEIVER FOR A VEHICLE PARKING INDICATOR
SENSOR
|
UK
|
Granted
|
5/1/2026
|
2101526
|
2101526
|
5/1/2001
|
11/1/2001
|
|
70.
|
MSI-126
|
A
DESIGN FOR A VEHICLE PARKING INDICATOR SENSOR
|
US
|
Granted
|
3/26/2016
|
29/132,061
|
D454,807
|
11/1/2000
|
3/26/2002
|
|
71.
|
MSI-126CA
|
A
DESIGN FOR A VEHICLE PARKING INDICATOR SENSOR
|
CA
|
Granted
|
2/28/2013
|
2001-1025
|
96690
|
4/23/2001
|
2/28/2003
|
|
72.
|
MSI-126-UK
|
A
DESIGN FOR A VEHICLE PARKING INDICATOR SENSOR
|
UK
|
Lapsed
|
2101528
|
5/1/01
|
|||
|
73.
|
MSI-127
|
VEHICLE
PARKING INDICATOR SENSOR
|
US
|
Granted
|
10/9/2015
|
29/132,081
|
D449,010
|
11/1/2000
|
10/9/2001
|
-
51 -
|
FILE
NO.
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
74.
|
MSI-127CA
|
VEHICLE
PARKING INDICATOR SENSOR
|
CA
|
Granted
|
2/28/2013
|
2001-1026
|
96691
|
4/23/2001
|
2/28/2003
|
|
75.
|
MSI-127-UK
|
VEHICLE
PARKING INDICATOR SENSOR
|
UK
|
Lapsed
|
2101529
|
5/1/01
|
PRC
DESIGN PATENTS
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
|
1.
|
HUMAN
BODY SCALE(MS-9360)
|
CN
|
GRANTED
|
4/14/2010
|
00305737.2
|
ZL00305737.2
|
4/14/2000
|
11/04/2000
|
|
2.
|
FLEXURE
ASSEMBLY
|
CN
|
GRANTED
|
9/2/2013
|
03362289.2
|
ZL03362289.2
|
9/2/2003
|
4/21/2004
|
NON-PRC
UTILITY PATENTS, PATENT APPLICATIONS AND DISCLOSURES
|
FILE
NO.
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
|
1.
|
MSI-1
|
ELECTRONIC
SCALE APPARATUS
|
US
|
Granted
|
4/11/2018
|
180,154
|
4,832,142
|
4/11/1988
|
5/23/1989
|
|
2.
|
MSI-4
FWC
|
ELECTRICAL
WEIGHING SCALE
|
US
|
Granted
|
11/6/2017
|
968,918
|
5,886,302
|
11/6/1997
|
3/23/1999
|
|
3.
|
MSI-8
|
MODULAR
WEIGHING SCALE
|
US
|
Granted
|
1/28/2017
|
08/789,281
|
5,955,705
|
1/28/1997
|
9/21/1999
|
|
4.
|
MSI-8
EPO
|
MODULAR
WEIGHING SCALE
|
EPO
|
Pending
9th
renewal
paid
10/2005
|
98902657
|
1/22/1998
|
-
52 -
|
FILE
NO.
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
5.
|
MSI-83
|
ELECTRONIC
SCALE HAVING ANALOG DISPLAY
|
US
|
Granted
|
7/23/2019
|
09/360,331
|
6,410,863
|
7/23/1999
|
6/25/2002
|
|
6.
|
MSI-83-CA
|
ELECTRONIC
SCALE HAVING ANALOG DISPLAY
|
CA
|
Pending
Request
Examination
filed
3/29/05
|
2,380,230
|
3/29/2000
|
|||
|
7.
|
MSI-83-EPO
|
ELECTRONIC
SCALE HAVING ANALOG DISPLAY
|
EPO
|
Pending
6th
renewal fee paid 03/30/05
|
918485.4
|
3/29/2000
|
|||
|
8.
|
MSI-9
|
APPARATUS
AND METHOD FOR AN AUTOMOATIC SELF-
CALIBRATING
(MS 7110)
|
US
|
Granted
|
11/27/16
|
08/757797
|
5832417
|
11/27/96
|
11/3/98
|
|
9.
|
MSI-93
|
APPARATUS
AND METHOD FOR MEASURING BIOELECTRIC IMPEDANCE
|
US
|
Granted
|
1/12/2020
|
09/481,584
|
6,292,690
|
1/12/2000
|
9/18/2001
|
|
10.
|
MSI-93-JP
|
APPARATUS
AND METHOD FOR MEASURING BIOELECTRIC IMPEDENCE
|
JP
|
Pending
|
2001-551380
|
3/29/2000
|
-
53 -
|
FILE
NO.
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
11.
|
MSI-129
|
DUAL
DISPLAY WEIGHT MEASURING APPARATUS WHICH DETECTS MOVEMENT OF THE
POINTER
THROUGH SLITS IN THE MECHANICAL DIAL FACE
|
US
|
Granted
|
2/28/2022
|
10/086,303
|
6,689,964
|
2/28/2002
|
2/10/2004
|
|
12.
|
MSI-129CIP
|
DUAL
DISPLAY WEIGHT MEASURING APPARATUS
|
US
|
Pending
|
10/772,706
|
2/5/2004
|
|||
|
13.
|
MSI-186
|
WEIGHING
SCALE WITH LEVEL COMPENSATING FOOT ASSEMBLY
|
US
|
Granted
|
8/6/2022
|
10/213,289
|
6,639,158
|
8/6/2002
|
10/28/2003
|
|
14.
|
MSI-86-CON
|
WEIGHING
1SCALE WITH LEVEL COMPENSATING FOOT ASSEMBLY
|
US
|
Granted
|
10/28/2023
|
10/695,216
|
6,936,776
|
10/28/2003
|
8/30/2005
|
|
15.
|
MSI-186-CON2
|
WEIGHING
SCALE WITH LEVEL COMPENSATING FOOT ASSEMBLY
|
US
|
Pending
|
11/215826
|
8/30/05
|
|||
|
16.
|
MSI-186-EPO
|
WEIGHING
SCALE WITH LEVEL COMPENSATING FOOT ASSEMBLY
|
EPO
|
Pending
5th
annuity due 08/30/06
|
2794660.7
|
8/6/2002
|
-
54 -
|
FILE
NO.
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
17.
|
MSI-186-CN
|
WEIGHING
SCALE WITH LEVEL COMPENSATING FOOT ASSEMNLY
|
CN
|
Pending
First Office Action
|
02818276-6
|
8/6/02
|
|||
|
18.
|
MSI-301-US
|
BODY
FAT SCALE HAVING TRANSPARENT ELECTRODES
|
US
|
Pending
|
10/714,570
|
11/14/2003
|
|||
|
19.
|
MSI-301-PCT
|
BODY
FAT SCALE HAVING TRANSPARENT ELECTRODES
|
WO
|
Pending
|
PCT/US2003/
036202
|
11/14/2003
|
|||
|
20.
|
MSI-302
|
WEIGHING
SCALE ADAPTED FOR ALLOWING A USER TO FIND AN OPTIMAL WEIGHING POSITION
ON
THE SCALE
|
US
|
Filed
|
10/714,443
|
11/14/2003
|
|||
|
21.
|
MSI-302-PCT
|
WEIGHING
SCALE ADAPTED FOR ALLOWING A USER TO FIND AN OPTIMAL WEIGHING POSITION
ON
THE SCALE
|
WO
|
Expired
|
PCT/US2003/
036205
|
11/14/2003
|
-
55 -
|
FILE
NO.
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
22.
|
MSI
330P
|
TWO
WIRE OSCILLATOR SYSTEM BODY IMPEDANCE
|
US
|
Expired
|
60/631042
|
11/24/04
|
|||
|
23.
|
MSI-330
|
TWO
WIRE OSCILLATOR SYSTEM FOR DETERMINING
BODY
IMPEDANCE
|
US
|
Filed
|
Not
yet known
|
11/23/05
|
|||
|
24.
|
MSI-330PCT
|
TWO
WIRE OSCILLATOR SYSTEM FOR DETERMINING
BODY
IMPEDANCE
|
PCT
|
Filed
|
Not
yet known
|
11/23/2005
|
|||
|
25.
|
MSI-344
|
RF/BLOOD
PRESSURE/
TEMPARATURE
|
US
|
Not
yet filed
|
|||||
|
26.
|
MSI-346
|
DEER
SCALE
|
US
|
Not
yet filed
|
|||||
|
27.
|
MSI-333
|
TIRE
PRESSURE GAUGE
|
US
|
Filed
|
11/051,650
|
2/4/2005
|
|||
|
28.
|
MSI-333CA
|
TIRE
PRESSURE GAUGE
|
Canada
|
Filed
|
Not
yet known
|
10/14/2005
|
|||
|
29.
|
MSI-333UK
|
TIRE
PRESSURE GAUGE
|
UK
|
Filed
|
0520841.8
|
10/13/2005
|
|||
|
30.
|
MSI-300
|
RECALL
MECHANISM FOR A PRESSURE GAUGE
|
US
|
Granted
|
10/17/2023
|
10/688,182
|
6,901,792
|
10/17/2003
|
6/7/2005
|
|
31.
|
MSI-300-PCT
|
RECALL
MECHANISM FOR A PRESSTURE GAUGE
|
PCT
|
Expired
|
PCT/US03/
33155
|
10/17/2003
|
|||
|
32.
|
MSI-347
|
GEARING
STRUCTURE FOR MECHANICAL TIRE PRESSURE GAUGE
|
US
|
Not
filed (awaiting disclosure materials)
|
|||||
|
33.
|
ACOUSTIC
RANGING APPARATUS AND METHOD
|
US
|
Granted
|
6/16/2008
|
07/207,744
|
4,975,889
|
6/16/1988
|
12/4/1990
|
|
|
34.
|
MSI-120
|
METHOD
AND APPARATUS FOR PARKING A VEHICLE
|
US
|
Granted
|
10/30/2018
|
09/182,478
|
6,163,253
|
10/30/1998
|
12/19/2000
|
-
56 -
|
FILE
NO.
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
35.
|
MSI-121-EP
|
APPARATUS
AND METHOD FOR PARKING A VEHICLE USING POSITION DETECTION
SENSORS
|
EPO
|
Lapsed
|
2,310,570
|
4/3/98
|
|||
|
36.
|
MSI-121-CA
|
APPARATUS
AND METHOD FOR PARKING A VEHICLE USING POSITION DETECTION
SENSORS
|
CA
|
Lapsed
|
98914477.9
|
5/15/00
|
|||
|
37.
|
MSI-122
|
APPARATUS
AND METHOD FOR PARKING A VEHICLE USING POSITION DETECTION
SENSORS
|
US
|
Granted
|
10/27/2017
|
08/958,082
|
5945907
|
10/27/1997
|
8/31/1999
|
PRC
UTILITY MODELS
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
|
1.
|
FLEXURE
ASSEMBLY
|
CN
|
Granted
|
9/2/2013
|
03274209.6
|
ZL03274209.6
|
9/2/2003
|
2/9/2005
|
|
2.
|
BODY
FAT SCALE WITH TRANSPARENT ELECTRODE
|
CN
|
Granted
|
4/15/2013
|
03246450.9
|
ZL03246450.9
|
4/15/2003
|
7/7/2004
|
-
57 -
LICENSED
PATENTS
|
FILE
NO.
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
|
1.
|
MSI-13
|
IMPROVED
LOAD CELL WITH BOSSED SENSOR PLATE FOR AN ELECTRICAL WEIGHING
SCALE
(ALL
BATH DIGITAL)
|
US
|
Granted
|
9/3/2018
|
09/146,890
|
6,417,466
|
9/3/1998
|
7/9/2002
|
|
2.
|
MSI-13
EPO
|
IMPROVED
LOAD CELL WITH BOSSED SENSOR PLATE FOR AN ELECTRICAL WEIGHING
SCALE
|
(EPO,
GB, Germany, France)
|
Granted
|
9/2/2019
|
99410108
|
984251
|
9/2/1999
|
3/3/2004
|
|
3.
|
MSI19
|
SILICON
STRAIN GAUGE HAVING A THIN LAYER OF HIGH CONDUCTIVE SILICON
(DIGITAL
ALL SCALES)
|
US
|
Granted
|
7/22/2019
|
09/359,012
|
6,635,910
|
7/22/1999
|
10/21/2003
|
|
4.
|
MSI-19-CA
|
SILICON
STRAIN GAGE HAVING A THIN LAYER OF HIGHLY CONDUCTIVE
SILICON
|
CA
|
Pending
Examinatin
Requested 5th maintenance fee paid 07/18/05
|
2,380,310
|
7/21/2000
|
|||
|
5.
|
MSI-19-EPO
|
SILICON
STRAIN GAGE HAVING A THIN LAYER OF HIGHLY CONDUCTIVE
SILICON
|
EPO
|
Pending
Pending'6th
annuity paid 07/31/05
|
950526.4
|
7/21/2000
|
|||
|
6.
|
MSI-5CPA
|
LOAD
CELL FOR AN ELECTRICAL WEIGHING SCALE
M
BEAM
|
US
|
Granted
|
5/2/2016
|
08/641,624
|
5,929,391
|
5/2/1996
|
7/27/1999
|
|
7.
|
MSI-90
|
STRAIN
GAUGE BASED SENSOR WITH IMPROVED LINEARITY
|
US
|
Granted
|
8/4/2020
|
09/633,177
|
6,568,276
|
8/4/2000
|
5/27/2003
|
LICENSED
PRC DESIGN PATENTS
|
TITLE
|
STATUS
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
J
beam
|
Granted
|
3338307.3
|
|
6/20/2003
|
2/11/2004
|
|
M
beam
|
Granted
|
03338309.X
|
|
6/20/2003
|
1/14/2004
|
|
E
beam E1
|
Granted
|
ZL
2005 3 0050997.3
|
|
1/19/2005
|
10/12/2005
|
|
E
beam E2
|
Granted
|
ZL
2005 3 0050998.8
|
|
1/19/2005
|
10/12/2005
|
|
E
beam E3
|
Granted
|
2005.30050999.2
|
|
1/19/2005
|
10/12/2005
|
-
58 -
TRADEMARKS
|
▇▇▇▇
|
Jurisdiction
|
Filing
Date
|
Application
No.
|
Registration
Date
|
Registration
No.
|
|
PARK-ZONE
|
U.S.
|
Feb.
26, 1997
|
75/248,086
|
Aug.
17, 1999
|
2,270,998
|
|
ACCUTIRE
|
U.S.
|
Sept.
30, 1988
|
73/755,235
|
Sept.
5, 1989
|
1,554,489
|
|
ACCUTAPE
|
U.S.
|
Sept.
30, 1988
|
73/755,234
|
Sept.
12, 1989
|
1,555,566
|
|
PARK-ZONE
|
European
Community
|
March
6, 1998
|
764498
|
March
3, 2000
|
764498
|
|
PRO-FIT
|
South
Korea
|
Aug.
19, 2005
|
40-2005-38850
|
||
|
PRO-FIT
|
Hong
Kong
|
June
6, 2005
|
300433548
|
Oct.
19, 2005
|
300433548
|
-
59 -
SCHEDULE
5
List
of Software
Attached
as follows.
-
60 -
SCHEDULE
6
Form
of Letters of Resignation
| To : | The Directors | [Date] |
|
Measurement
Ltd. (the “Company”)
Fourth
Floor, One Capital Place
P.O.
Box 847GT
Grand
Cayman
Cayman
Islands
British
West Indies
|
I
hereby
resign with immediate effect as a director [and secretary] of the Company and
confirm that:
|
1.
|
I
have no claim outstanding against the Company, whether for compensation
for loss of office or otherwise howsoever;
and
|
|
2.
|
there
is no agreement or arrangement outstanding under which the Company
has or
could have any obligation to me.
|
|
SIGNED,
SEALED and DELIVERED as a
|
)
|
|
Deed
by [name]
|
)
|
|
in
the presence of:
|
)
|
-
61 -
SCHEDULE
7
Form
of Promissory Note
PROMISSORY
NOTE
| Date: |
[l]
▇▇▇▇
|
| ▇▇▇▇▇▇: |
US$[l]
|
The
amount stated above is subject to adjustment (“Adjustment”)
in
accordance with Clause 7 of the share purchase agreement relating to the sale
and purchase of the entire issued share capital of Measurement Ltd. dated 30
November 2005 between Fervent Group Limited and Kenabell Holding Limited. A
new
promissory note stating the adjusted amount (where applicable) shall be provided
by Fervent Group Limited and shall replace this Note as soon as reasonably
practicable and by no later than 7 business days after the date on which the
Adjustment shall be determined in accordance with the terms of the said share
purchase agreement.
Fervent
Group Limited hereby, subject to and in accordance with the terms and conditions
endorsed on this Note, unconditionally promises to pay in cash, upon written
demand to the order of Kenabell Holdings Limited the sum of US$[l]
(subject to Adjustment) upon the terms set out herein.
This
Note
shall be governed by and construed in accordance with the laws of Hong Kong
Special Administrative Region of the People’s Republic of China.
|
The
Common Seal of
|
)
|
|
Fervent
Group Limited
|
)
|
|
was
duly affixed hereto
|
)
|
|
in
the presence of:
|
)
|
Terms
and conditions
The
issue
of this Note has been duly authorised pursuant to a board resolution of Fervent
Group Limited. Fervent Group Limited hereby waives diligence, presentment for
payment, noting and/or notice of dishonour or of any other kind, protest and
notice of protest or other formalities whatsoever.
| 1. |
Status
|
This
Note
is a direct, unconditional and unsubordinated obligation of Fervent Group
Limited and ranks at least pari passu with all other outstanding unsecured
and
unsubordinated obligations of Fervent Group Limited (other than creditors
preferred by mandatory provisions of law).
-
62 -
| 2. |
Interest
|
No
interest shall accrue on the outstanding amount of this Note.
| 3. |
Payment
|
The
amount of this Note shall be repaid by Fervent Group Limited in eight equal
quarterly instalments. Each instalment is payable on the last day of the end
of
every 3 months during the 2 years after [completion
date].
-
63 -
SCHEDULE
8
Form
of Deed of Guarantee
THIS
DEED OF GUARANTEE is made on the day of 2005
BETWEEN:
|
(1)
|
▇▇▇
Man Ban of ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇;
|
|
(2)
|
Chan
Po Sang of ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇
(together with ▇▇▇ Man Bun, the “Guarantors”);
and
|
|
(3)
|
Kenabell
Holding Limited whose registered office is at
Trident ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
(“the
Vendor”).
|
WHEREAS:
|
(A)
|
By
an Agreement for the Sale and Purchase of Shares dated [l]
(“the
Agreement”)
made between (1) Fervent Group Limited of P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin Islands
(the
“Purchaser”)
and (2) the Vendor, the Vendor has agreed to sell and the Purchaser
has
agreed to purchase the entire issued share capital of Measurement
Ltd.
(“Sale
Share”)
on the terms and conditions therein
contained.
|
|
(B)
|
Pursuant
to the Agreement, the Purchaser has agreed to procure the delivery
of this
Deed to the Vendor upon completion of the
Agreement.
|
NOW
THIS DEED WITNESSES as follows:
|
1.
|
Unless
the context requires otherwise, words and expressions and other rules
of
interpretation defined, used or set out in the Agreement have the
same
meanings and application in this
Deed.
|
|
2.
|
References
herein to the Agreement shall be construed as references to the Agreement
as amended or supplemented from time to
time.
|
|
3.
|
The
Guarantors hereby unconditionally and irrevocably guarantee to the
Vendor
the due and punctual performance and observance by the Purchaser
of its
obligations under Clause 3.4 of the Agreement (the “Obligation”)
The Guarantors shall pay to the Vendor from time to time on demand
a sum
of money which the Purchaser is at any time liable to pay to the
Vendor
under or pursuant to the Agreement and which has not been paid at
the time
the demand is made. The Guarantors’ Obligation under this Deed are primary
obligations and not those of a mere surety. The liability of the
Guarantors as aforesaid shall not be released or diminished by any
arrangements or alterations of terms (whether of the Agreement or
otherwise) or any forbearance, neglect or delay in seeking performance
of
the obligations hereby imposed or any granting of time for such
performance.
|
|
4.
|
The
Guarantors irrevocably and unconditionally agree to indemnify (and
keep
indemnified) the Vendor against all losses, damages, interests, costs
and
expenses (including legal costs and expenses) which the Vendor may
suffer
through or arising from any breach by the Purchaser of the
Obligation.
|
-
64 -
|
5.
|
The
Guarantors’ obligations under Clause 3 and 4 are not affected by any
arrangement which the Vendor may make with the Purchaser or with
another
person which (but for this Clause 5) might operate to diminish or
discharge the liability of or otherwise provide a defence to a
surety.
|
|
6.
|
The
Guarantors’ liability under Clause 3 and 4 are not affected by the
avoidance of an assurance, security or payment of a release, settlement
or
discharge which is given or made on the faith of an assurance, security
or
payment, in either case, under an enactment relating to bankruptcy
or
insolvency.
|
|
7.
|
The
Guarantors’ obligations under Clauses 3 and 4 are continuing obligations
and are not satisfied, discharged or affected by an intermediate
payment
or settlement of account by or a change in the constitution or control
of,
or merger or consolidation with any other person of, or the insolvency
of,
or bankruptcy, winding up or analogous proceedings relating to, the
Purchaser.
|
|
8.
|
The
Vendor may at any time as it thinks fit, without reference to the
Guarantors and without prejudice to the Guarantors’ obligations under this
Deed:
|
|
8.1
|
grant
a time for payment or grant another indulgence or agree to an amendment,
variation, waiver or release in respect of an obligation of the Purchaser
under the Agreement;
|
|
8.2
|
give
up, deal with, vary, exchange or abstain from perfecting or enforcing
other securities or guarantees held by the
Vendor;
|
|
8.3
|
discharge
a party to other securities or guarantees held by the Vendor and
realise
all or any of those securities or guarantees;
and
|
|
8.4
|
compound
with, accept compositions from and make other arrangements with the
Purchaser or a person or persons liable on other securities or guarantees
held or to be held by the Vendor.
|
So
long
as the Purchaser remains under an actual or contingent obligation under the
Agreement, the Guarantors shall not exercise a right which it may at any time
have by reason of the performance of its obligations under clauses 3 and 4
to be
indemnified by the Purchaser, to claim a contribution from another surety of
the
Purchaser's obligations or to take the benefit (wholly or partly and by way
of
subrogation or otherwise) of any of the Vendor's rights under the Agreement
or
of any other security taken by the Vendor in connection with the
Agreement.]
|
9.
|
The
Guarantors hereby waive any rights which they may have to require
the
Vendor to proceed first against or claim payment from the Purchaser
before
making a demand on the Guarantors.
|
|
10.
|
The
Guarantors agree that if the Obligation may not be enforceable against
or
recoverable from the Purchaser by reason of any legal limitation,
disability or incapacity of the Purchaser or any other fact or
circumstance, the Obligation shall nevertheless be enforceable against
or
recoverable from the Guarantor as though the same had been incurred
by
them and they were the sole or principal obligor in respect thereof
and
shall be performed or paid by them on
demand.
|
-
65 -
|
11.
|
No
variation of this Deed is valid unless it is in writing and signed
by each
party.
|
|
12.
|
The
failure to exercise or delay in exercising a right or remedy provided
by
this Deed or by law does not constitute a waiver of the right or
remedy or
a waiver of other rights or remedies. No single or partial exercise
of a
right or remedy provided by this Deed or by law prevents further
exercise
of the right or remedy or the exercise of another right or
remedy.
|
|
13.
|
The
rights and remedies contained in this Deed are cumulative and not
exclusive of rights or remedies provided by
law.
|
|
14.
|
A
notice or other communication under or in connection with this Deed
shall
be in writing and shall be delivered personally or sent by first
class
post pre paid recorded delivery (or air mail if overseas) or by fax,
to
the party due to receive the notice or communication, at its address
set
out in this Deed or another address specified by that party by written
notice to the other.
|
|
15.
|
In
the absence of evidence of earlier receipt, a notice or other
communication is deemed given:
|
|
15.1
|
if
delivered personally, when left at the address referred to in clause
5.1;
|
|
15.2
|
if
sent by mail except air mail, two days after posting
it;
|
|
15.3
|
if
sent by air mail, six days after posting it;
and
|
|
15.4
|
if
sent by fax, on completion of its
transmission.
|
|
16.
|
This
Deed shall be governed by and construed in accordance with the laws
of
Hong Kong Special Administrative Region of the People’s Republic of China
(“Hong Kong”)
and parties hereto hereby irrevocably submit to the non-exclusive
jurisdiction of the Hong Kong
courts.
|
|
17.
|
This
Deed may be executed in any number of counterparts each of which
when
executed and delivered shall be an original, but all the counterparts
together shall constitute one and the same
instrument.
|
|
18.
|
This
Deed is delivered on the date written at the start of the
Deed.
|
-
66 -
IN
WITNESS WHEREOF this Deed has been executed and is intended to be and is hereby
delivered on the day and year first above written.
| SIGNED, SEALED AND DELIVERED | ) | |
| by ▇▇▇ Man Ban | ) | |
|
in
the presence of:
|
)
|
|
|
SIGNED,
SEALED AND DELIVERED
|
)
|
|
|
by
Chan Po Sang
|
)
|
|
|
in
the presence of:
|
)
|
|
|
THE
COMMON SEAL of
|
)
|
|
|
Kenabell
Holding Limited
|
)
|
|
|
was
affixed to this Deed
|
)
|
Director
|
|
in
the presence of:
|
)
|
|
|
)
|
Director/Secretary
|
-
67 -
SCHEDULE
9
Form
of Deed of Design Patents Assignment (non-PRC)
ASSIGNMENT
OF DESIGN PATENTS
DATE:
PARTIES:
|
(1)
|
Measurement
Specialties, Inc.
a
corporation established and existing under the laws of New
Jersey
whose principal
place of business
is
at ▇▇▇▇
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
("the Assignor").
|
|
(2)
|
Measurement
Ltd.
a
company established and existing under the laws of Cayman
Islands
with registered number [ ]
whose [registered
office/principal place of business]
is
at [ ]
("the Assignee").
|
Assignor
and Assignee are hereinafter also individually referred to as a "Party" and
collectively as the "Parties".
RECITALS:
|
(A)
|
The
Assignor is the owner of record of the patents and patent applications
detailed particulars of which are set out in the Schedule (collectively,
“Assigned Patents"; respectively, “Patents” and “Patent
Applications”).
|
|
(B)
|
Pursuant
to a share purchase agreement to be entered into between Kenabell
Holding
Limited and Fervent
Group
Limited (the “Share Purchase Agreement”), the Assignor has agreed to
assign the entire right, title and interest in the Patents and the
full
benefit of the Patent Applications to the
Assignee.
|
|
1.
|
INTERPRETATION
|
|
1.1
|
In
this Assignment, where the context so admits or requires, words denoting
the singular include the plural and vice versa;
and
|
| 1.2 |
For
the avoidance of doubt, “Assigned Patents” shall cover all Patents and
Patent Applications listed in the attached Schedules, as well as
any
patent that issues from the Patent Applications listed in the attached
Schedule, any and all patent filings claiming the priority of the
Patents
and Patent Applications listed in the Schedule, including all divisions,
continuations, continuations-in-part, patents granted thereon, reissues,
re-examined patents, renewals and extensions thereof, to the full
extent
of the term or terms and all forms of intellectual and industrial
property
protection, including, without limitation, patents, applications,
utility
models, inventor’s certificates, designs and other technical information
together with the right to file applications therefore; and shall
also
cover the right to claim the same priority rights from any previously
filed applications under the International Agreement for the Protection
of
Industrial Property, or any other international agreement, or the
domestic
laws of the country in which such application is filed, as may be
applicable and all such rights, title, interest and benefit are to
be held
and enjoyed by the above-named Assignee, its successors, legal
representatives and assigns to the same extent as all such rights,
title,
interest and benefit would have been enjoyed by the Assignor had
this
assignment not been made.
|
-
68 -
| 2. |
ASSIGNMENT
|
|
The
Assignor hereby assigns to the
Assignee:
|
|
2.1
|
the
entire right, title and interest in the Assigned Patents for the
residue
of their respective terms, including all renewals and extensions;
|
|
2.2
|
the
full benefit of the Assigned Patents and with the intent that the
grant of
any patent pursuant to the Patent Applications shall be in the name
of and
vest absolutely in the Assignee; and
|
|
2.3
|
the
right to ▇▇▇ for and obtain full and effective relief in respect
of every
act of infringement of the Assigned Patents occurring prior to, at
the
same time of, and in the future of the signing date of this Assignment.
|
|
3.
|
REPRESENTATIONS
|
|
The
Assignor represents that:
|
|
3.1
|
it
shall, at the request of Assignee, execute all such further documents,
forms and authorisations and depose or swear any declaration or oath
as
may be required or as the Assignee may deem necessary or expedient
or
otherwise be necessary for absolutely vesting full right, title and
interest in and to the Patents and full benefit of the Patent Applications
to the Assignee;
|
|
3.2
|
it
shall, at the request of Assignee, execute all further documents
that are
necessary to effectuate the recordal of the assignment of the Assigned
Patents from Assignor to Assignee with the relevant government authority,
and the governmental fees associated with such recordal shall be
for the
account of Assignee;
|
|
4.
|
WARRANTIES
|
|
The
Assignor warrants that:
|
it
has
the full power and authority to enter into this Assignment and to perform fully
each and every one of its obligations hereunder and
further
it has fully authorised its representative whose signature is affixed hereto
to
sign this Assignment and to bind it
|
5.
|
IMPROVEMENTS
AND MODIFICATIONS
|
|
The
Assignee shall have the right to make improvements or modifications
to the
Patents and Patent Applications and shall have full ownership rights
over
any improvements made by it.
|
|
6.
|
ASSIGNMENT
|
|
This
Assignment shall be binding upon and shall inure to the benefit of
the
Parties hereto, their Affiliates, assigns and successors in interest.
|
|
7.
|
TERM
|
|
The
effective date of the Assignment shall be the date first set forth
above
(the “Effective Date”).
|
-
69 -
|
8.
|
GOVERNING
LAW
|
|
The
construction, validity and performance of this Assignment shall be
governed by the laws of Hong Kong.
|
IN
WITNESS WHEREOF, the Parties hereto have caused this Assignment to be executed
in [ ] originals by their duly authorised representatives as of the date first
above written.
|
Measurement
Specialties, Inc.
|
Measurement
Ltd.
|
|
By:
|
By:
|
|
Name:
|
Name:
|
|
Title:
|
Title:
|
-
70 -
SCHEDULE
TO ASSIGNMENT OF DESIGN PATENTS
|
FILE
NO.
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
|
1.
|
MSI-7
|
FOOD
SCALE
|
US
|
GRANTED
|
2/17/2012
|
62,492
|
D390,796
|
11/15/1996
|
2/17/1998
|
|
2.
|
MSI-100
|
ELECTROMECHANICAL
SCALE
|
US
|
GRANTED
|
6/26/2015
|
29/116,851
|
D444,090S
|
1/11/2000
|
6/26/2001
|
|
3.
|
MSI-101
|
GLASS
SCALE
|
US
|
GRANTED
|
7/3/2015
|
29/117,072
|
D444,403S
|
1/14/2000
|
7/3/2001
|
|
4.
|
MSI-18
|
DIGITAL
GLASS I-BEAM SCALE
|
US
|
GRANTED
|
1/4/2014
|
29/100,390
|
D418,439
|
2/10/1999
|
1/4/2000
|
|
5.
|
MSI-21
|
MECHANICAL
GLASS I-BEAM SCALE
|
US
|
GRANTED
|
5/30/2014
|
29/100389
|
D425,806
|
2/10/1999
|
5/30/2000
|
|
6.
|
MSI-22
|
BATH
SCALE DESIGN WITH HANDLE
|
US
|
GRANTED
|
1/11/2014
|
29/100,386
|
D418,766
|
2/10/1999
|
1/11/2000
|
|
7.
|
MSI-23
|
BATH
SCALE
|
US
|
GRANTED
|
1/25/2014
|
29/100,387
|
D419,472
|
2/10/1999
|
1/25/2000
|
|
8.
|
MSI-24
|
WIDE
BODY SCALE
|
US
|
GRANTED
|
12/21/2013
|
29/100,388
|
D417,852
|
2/10/1999
|
12/21/1999
|
|
9.
|
MIS-95
|
ELECTRONIC
SCALE
|
US
|
GRANTED
|
4/10/2015
|
29/116,842
|
D440,167S
|
1/11/2000
|
4/10/2001
|
|
10.
|
MSI-96
|
V-SCALE
|
US
|
GRANTED
|
7/10/2015
|
29/116,848
|
D444,724S
|
1/11/2000
|
7/10/2001
|
|
11.
|
MSI-97
|
HANDLE
SCALE
|
US
|
GRANTED
|
6/26/2015
|
29/116,845
|
D444,088S
|
1/11/2000
|
6/26/2001
|
|
12.
|
MSI-98
|
BODY
FAT SCALE
|
US
|
GRANTED
|
7/3/2015
|
29/116,857
|
D444,402S
|
1/11/2000
|
7/3/2001
|
|
13.
|
MSI-99
|
BODY
FAT SCALE
|
US
|
GRANTED
|
6/26/2015
|
29/116,847
|
D444,089S
|
1/11/2000
|
6/26/2001
|
|
14.
|
MSI-136
|
BATHROOM
SCALE
|
US
|
GRANTED
|
12/11/2015
|
29/135,537
|
D451,835S
|
1/12/2001
|
12/11/2001
|
|
15.
|
MSI-137
|
BATHROOM
SCALE
|
US
|
GRANTED
|
10/23/2015
|
29/135,540
|
D449,552S
|
1/12/2001
|
10/23/2001
|
|
16.
|
MSI-138
|
BATHROOM
SCALE
|
US
|
GRANTED
|
11/6/2015
|
29/135,538
|
D450,003S
|
1/12/2001
|
11/6/2001
|
|
17.
|
MSI-139
|
BATHROOM
SCALE
|
US
|
GRANTED
|
11/13/2015
|
29/135,539
|
D450,258S
|
1/12/2001
|
11/13/2001
|
-
71 -
|
FILE
NO.
|
TITLE |
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
|
18.
|
MSI-140
|
BATHROOM
SCALE
|
US
|
GRANTED
|
11/13/2015
|
29/135,569
|
D450,259S
|
1/12/2001
|
11/13/2001
|
|
19.
|
MSI-141
|
BATHROOM
SCALE
|
US
|
GRANTED
|
11/6/2015
|
29/135,567
|
D450,004S
|
1/12/2001
|
11/6/2001
|
|
20.
|
MSI-306I
|
BATHROOM
SCALE CLOCK
|
US
|
PENDING
|
29/196,107
|
12/22/03
|
|||
|
21.
|
MSI-306
-DIV
|
BATHROOM
SCALE CLOCK
|
US
|
PENDING
|
29/233,059
|
06/27/05
|
|||
|
22.
|
MSI-338
|
BODY
FAT SCALE
|
US
|
PENDING
|
29/229408
|
05/06/05
|
|||
|
23.
|
MSI-10
|
TIRE
PRESSURE GAUGE
|
US
|
Granted
|
2/3/2012
|
29/65,069
|
D390,140
|
1/21/1997
|
2/3/1998
|
|
24.
|
MSI-11
|
COMPACT
TIRE PRESSURE GAUGE
|
US
|
Granted
|
5/18/2013
|
29/085,428
|
D409,931
|
3/23/1998
|
5/18/1999
|
|
25.
|
MSI-102
|
PRESSURE
GAUGE
|
US
|
Granted
|
4/24/2015
|
29/121,022
|
D440,894
|
3/30/2000
|
4/24/2001
|
|
26.
|
MSI-103
|
PRESSURE
GAUGE
|
US
|
Granted
|
4/24/2015
|
29/121,021
|
D440,893
|
3/30/2000
|
4/24/2001
|
|
27.
|
MSI-104
|
PRESSURE
GAUGE
|
US
|
Granted
|
5/8/2015
|
29/121,023
|
D441,674
|
3/30/2000
|
5/8/2001
|
|
28.
|
MSI-105
|
PRESSURE
GAUGE
|
US
|
Granted
|
4/24/2015
|
29/121,042
|
D440,895
|
3/30/2000
|
4/24/2001
|
|
29.
|
MSI-12
|
DELUXE
TIRE PRESSURE GAUGE
|
US
|
Granted
|
5/11/2013
|
29/085,429
|
D409,509
|
3/23/1998
|
5/11/1999
|
|
30.
|
MSI-117
|
ORNAMENTAL
DESIGN FOR A PRESSURE GAUGE
|
US
|
Granted
|
11/13/2015
|
29/131534
|
D450,257
|
10/24/2000
|
11/13/2001
|
|
31.
|
MSI-117CA
|
ORNAMENTAL
DESIGN FOR A PRESSURE GAUGE
|
Canada
|
Granted
|
8/21/2012
|
2001-1020
|
96685
|
4/23/2001
|
8/21/2002
|
|
32.
|
MSI-117UK
|
ORNAMENTAL
DESIGN FOR A PRESSURE GAUGE
|
UK
|
Lapsed
|
2101299
|
4/23/01
|
|||
|
33.
|
MSI-118
|
PRESSURE
GAUGE
|
US
|
Granted
|
9/18/2015
|
29/132080
|
D447,970
|
11/1/2000
|
9/18/2001
|
|
34.
|
MSI-118
CA
|
PRESSURE
GAUGE
|
CA
|
Granted
|
12/18/2012
|
2001-1021
|
96686
|
4/23/2001
|
12/18/2002
|
|
35.
|
MSI-118-UK
|
PRESSURE
GAUGE
|
UK
|
Lapsed
|
2101524
|
5/1/01
|
|||
|
36.
|
MSI-125
|
A
DESIGN FOR A STREAMLINED PRESSURE GAUGE
|
US
|
Granted
|
4/16/2016
|
29/132,078
|
D455,666
|
11/1/2000
|
4/16/2002
|
|
37.
|
MSI-125CA
|
A
DESIGN FOR A STREAMLINED PRESSURE GAUGE
|
CA
|
Granted
|
10/30/2012
|
2001-1024
|
96689
|
4/23/2001
|
10/30/2002
|
|
38.
|
MSI-125UK
|
A
DESIGN FOR A STREAMLINED PRESSURE GAUGE
|
UK
|
Granted
|
5/1/2026
|
2101527
|
2101527
|
5/1/2001
|
7/31/2001
|
-
72 -
|
FILE
NO.
|
TITLE |
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
39.
|
MSI-174
|
TIRE
PRESSURE GAUGE
|
US
|
Granted
|
6/25/2016
|
29/149,364
|
D459,257
|
10/9/2001
|
6/25/2002
|
|
40.
|
MSI-175
|
TIRE
PRESSURE GAUGE
|
US
|
Granted
|
7/2/2016
|
29/149,346
|
D459,668
|
10/9/2001
|
7/2/2002
|
|
41.
|
MSI-176
|
TIRE
PRESSURE GAUGE
|
US
|
Granted
|
9/10/2016
|
29/149,213
|
D462,627
|
10/09/2001
|
9/10/2002
|
|
42.
|
MSI-331
|
TIRE
PRESSURE GAUGE
|
US
|
Filed
|
29/222,932
|
2/4/2005
|
|||
|
43.
|
MSI-331UK
(Embodiment #1)
|
TIRE
PRESSURE GAUGE
|
UK
|
Filed
|
3022762
|
10/14/2005
|
|||
|
44.
|
MSI-331
UK (Embodiment #2)
|
TIRE
PRESSURE GAUGE
|
UK
|
Filed
|
3022761
|
10/14/2005
|
|||
|
45.
|
MSI-331
CA
|
TIRE
PRESSURE GAUGE
|
Canada
|
Filed
|
Not
yet known
|
10/14/2005
|
|||
|
46.
|
MSI-334
|
TIRE
PRESSURE GAUGE
|
US
|
Filed
|
29/222,837
|
2/4/2005
|
|||
|
47.
|
MSI-336
|
DISPLAY
FOR A TIRE PRESSURE GAUGE
|
US
|
Filed
|
29/222,933
|
2/4/2005
|
|||
|
48.
|
MSI-339
|
TIRE
PRESSURE GAUGE
|
US
|
Filed
|
29/239,373
|
9/29/2005
|
|||
|
49.
|
MSI-339CA
|
TIRE
PRESSURE GAUGE
|
Canada
|
Filed
|
Not
yet known
|
11/17/2005
|
|||
|
50.
|
MSI-340
|
TIRE
PRESSURE GAUGE
|
US
|
Filed
|
29/239,377
|
9/29/2005
|
|||
|
51.
|
MSI-340CA
|
TIRE
PRESSURE GAUGE
|
Canada
|
Filed
|
Not
yet known
|
11/17/2005
|
|||
|
52.
|
MSI-341
|
TIRE
PRESSURE GAUGE
|
US
|
Filed
|
29/239,378
|
9/29/2005
|
|||
|
53.
|
MSI-341CA
|
TIRE
PRESSURE GAUGE
|
Canada
|
Filed
|
Not
yet known
|
11/17/2005
|
|||
|
54.
|
MSI-342
|
TIRE
PRESSURE GAUGE
|
US
|
Filed
|
29/239,356
|
9/29/2005
|
|||
|
55.
|
MSI-342CA
|
TIRE
PRESSURE GAUGE
|
Canada
|
Filed
|
Not
yet known
|
11/17/2005
|
|||
|
56.
|
MSI-343
|
TIRE
PRESSURE GAUGE
|
US
|
Filed
|
29/239,695
|
10/3/2005
|
|||
|
57.
|
MSI-343CA
|
TIRE
PRESSURE GAUGE
|
Canada
|
Filed
|
Not
yet known
|
||||
|
58.
|
MSI-348
|
TIRE
PRESSURE GAUGE
|
US
|
Filed
|
29/240,847
|
10/19/2005
|
|||
|
59.
|
MSI-348CA
|
TIRE
PRESSURE GAUGE
|
Canada
|
Filed
|
Not
yet known
|
11/17/2005
|
|||
|
60.
|
MSI-350
|
TIRE
PRESSURE GAUGE (MS-5510)
|
U.S.
|
In
preparation.
|
|||||
|
61.
|
MSI-351
|
TIRE
PRESSURE GAUGE (MS-5520)
|
U.S.
|
In
preparation
|
|||||
|
62.
|
BLUE
BACKLIT TIRE GAUGE WITH WHITE FLASHLIGHT (DESIGN)
|
US
|
Not
filed (awaiting disclosure materials)
|
||||||
|
63.
|
MSI-119
|
COMBINED
TRANSMITTER AND RECEIVER FOR PARKING A VEHICLE USING POSITION DETECTION
SENSOR
|
US
|
Granted
|
9/11/2015
|
29/132054
|
D447,714
|
11/1/2000
|
9/11/2001
|
-
73 -
|
FILE
NO.
|
TITLE |
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
64.
|
MSI-119CA
|
COMBINED
TRANSMITTER AND RECEIVER FOR PARKING A VEHICLE USING POSITION DETECTION
SENSOR
|
CA
|
Granted
|
2/28/2013
|
2001-1022
|
96687
|
4/23/2001
|
2/28/2003
|
|
65.
|
MSI-119UK
|
COMBINED
TRANSMITTER AND RECEIVER FOR PARKING A VEHICLE USING POSITION DETECTION
SENSOR
|
UK
|
Granted
|
5/1/2026
|
2101525
|
2101525
|
5/1/2001
|
11/1/2001
|
|
66.
|
MSI-123
|
COMBINED
TRANSMITTER AND RECEIVER FOR A VEHICLE PARKING INDICATOR
SENSOR
|
US
|
Granted
|
10/17/2012
|
29/078,472
|
D400,115
|
10/27/1997
|
10/27/1998
|
|
67.
|
MSI-124
|
DESIGN
FOR A COMBINED TRANSMITTER AND RECEIVER FOR A VEHICLE PARKING INDICATOR
SENSOR
|
US
|
Granted
|
10/1/2016
|
29/132,079
|
D463,749
|
11/1/2000
|
10/1/2002
|
|
68.
|
MSI-124CA
|
DESIGN
FOR A COMBINED TRANSMITTER AND RECEIVER FOR A VEHICLE PARKING INDICATOR
SENSOR
|
CA
|
Granted
|
2/28/2013
|
2001-1023
|
96688
|
4/23/2001
|
2/28/2003
|
|
69.
|
MSI-124UK
|
DESIGN
FOR A COMBINED TRANSMITTER AND RECEIVER FOR A VEHICLE PARKING INDICATOR
SENSOR
|
UK
|
Granted
|
5/1/2026
|
2101526
|
2101526
|
5/1/2001
|
11/1/2001
|
|
70.
|
MSI-126
|
A
DESIGN FOR A VEHICLE PARKING INDICATOR SENSOR
|
US
|
Granted
|
3/26/2016
|
29/132,061
|
D454,807
|
11/1/2000
|
3/26/2002
|
|
71.
|
MSI-126CA
|
A
DESIGN FOR A VEHICLE PARKING INDICATOR SENSOR
|
CA
|
Granted
|
2/28/2013
|
2001-1025
|
96690
|
4/23/2001
|
2/28/2003
|
|
72.
|
MSI-126UK
|
A
DESIGN FOR A VEHICLE PARKING INDICATOR SENSOR
|
UK
|
Lapsed
|
2101528
|
5/1/01
|
|||
|
73.
|
MSI-127
|
VEHICLE
PARKING INDICATOR SENSOR
|
US
|
Granted
|
10/9/2015
|
29/132,081
|
D449,010
|
11/1/2000
|
10/9/2001
|
|
74.
|
MSI-127CA
|
VEHICLE
PARKING INDICATOR SENSOR
|
CA
|
Granted
|
2/28/2013
|
2001-1026
|
96691
|
4/23/2001
|
2/28/2003
|
-
74 -
|
FILE
NO.
|
TITLE |
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
75.
|
MSI-127US
|
VEHICLE
PARKING INDICATOR SENSOR
|
UK
|
Lapsed
|
2101529
|
5/1/01
|
-
75 -
SCHEDULE
10
Form
of Deed of Design Patents Assignment (PRC)
ASSIGNMENT
OF PRC DESIGN PATENTS
DATE:
PARTIES:
|
(1)
|
MSI
Sensors (China) Limited, formerly known as Jingliang Electronic (Shenzhen)
Co., Ltd.,
a
corporation established and existing under the laws of The
People’s Republic of China
whose principal
place of business
is
at Block
4A, Tian Fa Building, Tian An Cyber Park Fu Tian District, Shenzhen,
China
518048
("the Assignor").
|
|
(2)
|
Measurement
Ltd.
a
company established and existing under the laws of Cayman
Islands
with registered number [ ]
whose [registered
office/principal place of business]
is
at [ ]
("the Assignee").
|
Assignor
and Assignee are hereinafter also individually referred to as a "Party" and
collectively as the "Parties".
RECITALS:
|
(A)
|
The
Assignor is the registered proprietor of the patents with detailed
particulars set out below
(“Patents”):
|
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
|
1.
|
HUMAN
BODY SCALE(MS-9360)
|
CN
|
GRANTED
|
4/14/2010
|
00305737.2
|
ZL00305737.2
|
4/14/2000
|
11/04/2000
|
|
2.
|
FLEXURE
ASSEMBLY
|
CN
|
GRANTED
|
9/2/2013
|
03362289.2
|
ZL03362289.2
|
9/2/2003
|
4/21/2004
|
|
(B)
|
Pursuant
to a share purchase agreement to be entered into between Kenabell
Holding
Limited and Fervent
Group
Limited (the “Share Purchase Agreement”), the Assignor has agreed to
assign the entire right, title and interest in the Assigned Patents
and
the full benefit of the Assigned Patents to the
Assignee.
|
|
1.
|
INTERPRETATION
|
|
1.1
|
In
this Assignment, where the context so admits or requires, words denoting
the singular include the plural and vice versa;
and
|
| 1.2 |
For
the avoidance of doubt, “Assigned Patents” shall cover all Patents listed
in the table above, as well as any and all patent filings claiming
the
priority of the Patents listed in the table, including all divisions,
continuations, continuations-in-part, patents granted thereon, reissues,
re-examined patents, renewals and extensions thereof, to the full
extent
of the term or terms and all forms of intellectual and industrial
property
protection, including, without limitation, patents, applications,
utility
models, inventor’s certificates, designs and other technical information
together with the right to file applications therefore; and shall
also
cover the right to claim the same priority rights from any previously
filed applications under the International Agreement for the Protection
of
Industrial Property, or any other international agreement, or the
domestic
laws of the country in which such application is filed, as may be
applicable and all such rights, title, interest and benefit are to
be held
and enjoyed by the above-named Assignee, its successors, legal
representatives and assigns to the same extent as all such rights,
title,
interest and benefit would have been enjoyed by the Assignor had
this
assignment not been made.
|
-
76 -
| 2. |
ASSIGNMENT
|
|
The
Assignor hereby assigns to the
Assignee:
|
|
2.1
|
the
entire right, title and interest in the Assigned Patents for the
residue
of their respective terms, including all renewals and extensions;
|
|
2.2
|
the
full benefit of the Assigned Patents and with the intent that the
grant of
any patent claiming priority of the Patents shall be in the name
of and
vest absolutely in the Assignee; and
|
|
2.3
|
the
right to ▇▇▇ for and obtain full and effective relief in respect
of every
act of infringement of the Assigned Patents occurring prior to, at
the
same time of, and in the future of the signing date of this Assignment.
|
|
3.
|
REPRESENTATIONS
|
|
The
Assignor represents that:
|
|
3.1
|
it
shall execute all such further documents, forms and authorisations
and
depose or swear any declaration or oath as may be required or as
the
Assignee may deem necessary or expedient or otherwise be necessary
for
absolutely vesting full right, title and interest in and to the Assigned
Patents and full benefit of the Assigned Patents to the Assignee;
and
|
| 3.2 |
it
shall execute all further documents that are necessary to effectuate
the
recordal of the assignment of the Assigned Patents from Assignor
to
Assignee with the relevant government authority, and the governmental
fees
associated with such recordal shall be for the account of
Assignee.
|
|
4.
|
WARRANTIES
|
|
The
Assignor warrants that:
|
it
has
the full power and authority to enter into this Assignment and to perform fully
each and every one of its obligations hereunder and further it has fully
authorised its representative whose signature is affixed hereto to sign this
Assignment and to bind it.
|
5.
|
IMPROVEMENTS
AND MODIFICATIONS
|
|
The
Assignee shall have the right to make improvements or modifications
to the
Assigned Patents and shall have full ownership rights over any
improvements made by it.
|
|
6.
|
ASSIGNMENT
|
|
This
Assignment shall be binding upon and shall inure to the benefit of
the
Parties hereto, their Affiliates, assigns and successors in interest.
|
|
7.
|
TERM
|
|
The
effective date of the Assignment shall be the date first set forth
above
(the “Effective Date”).
|
-
77 -
|
8.
|
GOVERNING
LAW
|
|
The
construction, validity and performance of this Assignment shall be
governed by the laws of Hong Kong.
|
IN
WITNESS WHEREOF, the Parties hereto have caused this Assignment to be executed
in [ ] originals by their duly authorised representatives as of the date first
above written.
|
MSI
Sensors (China) Limited
|
Measurement
Ltd.
|
|
By:
|
By:
|
|
Name:
|
Name:
|
|
Title:
|
Title:
|
-
78 -
SCHEDULE
11
Form
of Deed of Utility Patents Assignment (non-PRC)
ASSIGNMENT
OF UTILITY PATENTS
DATE:
PARTIES:
|
(1)
|
Measurement
Specialties, Inc.
a
corporation established and existing under the laws of New
Jersey
whose principal
place of business
is
at ▇▇▇▇
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
("the Assignor").
|
|
(2)
|
Measurement
Ltd.
a
company established and existing under the laws of Cayman
Islands
with registered number [ ]
whose [registered
office/principal place of business]
is
at [ ]
("the Assignee").
|
Assignor
and Assignee are hereinafter also individually referred to as a "Party" and
collectively as the "Parties".
RECITALS:
|
(A)
|
The
Assignor is the owner of record of the patents and patent applications
detailed particulars of which are set out in the Schedule (collectively,
“Assigned Patents"; respectively, “Patents” and “Patent
Applications”).
|
|
(B)
|
Pursuant
to a share purchase agreement to be entered into between Kenabell
Holding
Limited and Fervent
Group
Limited (the “Share Purchase Agreement”), the Assignor has agreed to
assign the entire right, title and interest in the Patents and the
full
benefit of the Patent Applications to the
Assignee.
|
|
1.
|
INTERPRETATION
|
|
1.1
|
In
this Assignment, where the context so admits or requires, words denoting
the singular include the plural and vice versa;
and
|
| 1.2 |
For
the avoidance of doubt, “Assigned Patents” shall cover all Patents and
Patent Applications listed in the attached Schedules, as well as
any
patent that issues from the Patent Applications listed in the attached
Schedule, any and all patent filings claiming the priority of the
Patents
and Patent Applications listed in the Schedule, including all divisions,
continuations, continuations-in-part, patents granted thereon, reissues,
re-examined patents, renewals and extensions thereof, to the full
extent
of the term or terms and all forms of intellectual and industrial
property
protection, including, without limitation, patents, applications,
utility
models, inventor’s certificates, designs and other technical information
together with the right to file applications therefore; and shall
also
cover the right to claim the same priority rights from any previously
filed applications under the International Agreement for the Protection
of
Industrial Property, or any other international agreement, or the
domestic
laws of the country in which such application is filed, as may be
applicable and all such rights, title, interest and benefit are to
be held
and enjoyed by the above-named Assignee, its successors, legal
representatives and assigns to the same extent as all such rights,
title,
interest and benefit would have been enjoyed by the Assignor had
this
assignment not been made.
|
2. ASSIGNMENT
|
The
Assignor hereby assigns to the
Assignee:
|
-
79 -
|
2.1
|
the
entire right, title and interest in the Assigned Patents for the
residue
of their respective terms, including all renewals and extensions;
|
|
2.2
|
the
full benefit of the Assigned Patents and with the intent that the
grant of
any patent pursuant to the Patent Applications shall be in the name
of and
vest absolutely in the Assignee; and
|
|
2.3
|
the
right to ▇▇▇ for and obtain full and effective relief in respect
of every
act of infringement of the Assigned Patents occurring prior to, at
the
same time of, and in the future of the signing date of this Assignment.
|
|
3.
|
REPRESENTATIONS
|
|
The
Assignor represents that:
|
|
3.1
|
it
shall, at the request of Assignee, execute all such further documents,
forms and authorisations and depose or swear any declaration or oath
as
may be required or as the Assignee may deem necessary or expedient
or
otherwise be necessary for absolutely vesting full right, title and
interest in and to the Patents and full benefit of the Patent Applications
to the Assignee;
|
|
3.2
|
it
shall, at the request of Assignee, execute all further documents
that are
necessary to effectuate the recordal of the assignment of the Assigned
Patents from Assignor to Assignee with the relevant government authority,
and the governmental fees associated with such recordal shall be
for the
account of Assignee;
|
|
4.
|
WARRANTIES
|
|
The
Assignor warrants that:
|
it
has
the full power and authority to enter into this Assignment and to perform fully
each and every one of its obligations hereunder and further it has fully
authorised its representative whose signature is affixed hereto to sign this
Assignment and to bind it.
|
5.
|
IMPROVEMENTS
AND MODIFICATIONS
|
|
The
Assignee shall have the right to make improvements or modifications
to the
Patents and Patent Applications and shall have full ownership rights
over
any improvements made by it.
|
|
6.
|
ASSIGNMENT
|
|
This
Assignment shall be binding upon and shall inure to the benefit of
the
Parties hereto, their Affiliates, assigns and successors in interest.
|
|
7.
|
TERM
|
|
The
effective date of the Assignment shall be the date first set forth
above
(the “Effective Date”).
|
-
80 -
|
8.
|
GOVERNING
LAW AND JURISDICTION
|
|
The
construction, validity and performance of this Assignment shall be
governed by the laws of Hong Kong.
|
IN
WITNESS WHEREOF, the Parties hereto have caused this Assignment to be executed
in [ ] originals by their duly authorised representatives as of the date first
above written.
|
Measurement
Specialties, Inc.
|
Measurement
Ltd.
|
|
By:
|
By:
|
|
Name:
|
Name:
|
|
Title:
|
Title:
|
-
81 -
SCHEDULE
TO ASSIGNMENT OF UTILITY PATENTS
|
FILE
NO.
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
|
38.
|
MSI-1
|
ELECTRONIC
SCALE APPARATUS
|
US
|
Granted
|
4/11/2018
|
180,154
|
4,832,142
|
4/11/1988
|
5/23/1989
|
|
39.
|
MSI-4
FWC
|
ELECTRICAL
WEIGHING SCALE
|
US
|
Granted
|
11/6/2017
|
968,918
|
5,886,302
|
11/6/1997
|
3/23/1999
|
|
40.
|
MSI-8
|
MODULAR
WEIGHING SCALE
|
US
|
Granted
|
1/28/2017
|
08/789,281
|
5,955,705
|
1/28/1997
|
9/21/1999
|
|
41.
|
MSI-8
EPO
|
MODULAR
WEIGHING SCALE
|
EPO
|
Pending
8th
renewal
paid
12/2004
|
98902657
|
1/22/1998
|
|||
|
42.
|
MSI-83
|
ELECTRONIC
SCALE HAVING ANALOG DISPLAY
|
US
|
Granted
|
7/23/2019
|
09/360,331
|
6,410,863
|
7/23/1999
|
6/25/2002
|
|
43.
|
MSI-83-CA
|
ELECTRONIC
SCALE HAVING ANALOG DISPLAY
|
CA
|
Pending
Request
Examination
to
be filed by
3/29/05
|
2,380,230
|
3/29/2000
|
|||
|
44.
|
MSI-83-EPO
|
ELECTRONIC
SCALE HAVING ANALOG DISPLAY
|
EPO
|
Pending
6th
renewal fee due 03/31/05
|
918485.4
|
3/29/2000
|
-
82 -
|
FILE
NO.
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
|
|
|
45.
|
MSI-9
|
APPARATUS
AND METHOD FOR AN AUTOMOATIC SELF-CALIBRATING (MS 7110)
|
US
|
Granted
|
11/27/16
|
08/757797
|
5832417
|
11/27/96
|
11/3/98
|
|
46.
|
MSI-93
|
APPARATUS
AND METHOD FOR MEASURING BIOELECTRIC IMPEDANCE
|
US
|
Granted
|
1/12/2020
|
09/481,584
|
6,292,690
|
1/12/2000
|
9/18/2001
|
|
47.
|
MSI-93-JP
|
APPARATUS
AND METHOD FOR MEASURING BIOELECTRIC IMPEDENCE
|
JP
|
Pending
|
2001-551380
|
3/29/2000
|
|||
|
48.
|
MSI-129
|
DUAL
DISPLAY WEIGHT MEASURING APPARATUS WHICH DETECTS MOVEMENT OF THE
POINTER
THROUGH SLITS IN THE MECHANICAL DIAL FACE
|
US
|
Granted
|
2/28/2022
|
10/086,303
|
6,689,964
|
2/28/2002
|
2/10/2004
|
-
83 -
|
FILE
NO.
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
|
|
49.
|
MSI-129CIP
|
DUAL
DISPLAY WEIGHT MEASURING APPARATUS
|
US
|
Pending
|
10/772,706
|
2/5/2004
|
|||
|
50.
|
MSI-186
|
WEIGHING
SCALE WITH LEVEL COMPENSATING FOOT ASSEMBLY
|
US
|
Granted
|
8/6/2022
|
10/213,289
|
6,639,158
|
8/6/2002
|
10/28/2003
|
|
51.
|
MSI-186-CON
|
WEIGHING
SCALE WITH LEVEL COMPENSATING FOOT ASSEMBLY
|
US
|
Granted
|
10/28/2023
|
10/695,216
|
6,936,776
|
10/28/2003
|
8/30/2005
|
|
52.
|
MSI-186-CON2
|
WEIGHING
SCALE WITH LEVEL COMPENSATING FOOT ASSEMBLY
|
US
|
Pending
|
11/215826
|
8/30/05
|
|||
|
53.
|
MSI-186-EPO
|
WEIGHING
SCALE WITH LEVEL COMPENSATING FOOT ASSEMBLY
|
EPO
|
Pending
5th
annuity due 08/30/06
|
2794660.7
|
8/6/2002
|
|||
|
54.
|
MSI-186-CN
|
WEIGHING
SCALE WITH LEVEL COMPENSATING FOOT ASSEMNLY
|
CN
|
Pending
First Office Action
|
02818276-6
|
8/6/02
|
|||
|
55.
|
MSI-301-US
|
BODY
FAT SCALE HAVING TRANSPARENT ELECTRODES
|
US
|
Pending
|
10/714,570
|
11/14/2003
|
-
84 -
|
FILE
NO.
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
|
|
56.
|
MSI-301-PCT
|
BODY
FAT SCALE HAVING TRANSPARENT ELECTRODES
|
WO
|
Pending
|
PCT/US2003/
036202
|
11/14/2003
|
|||
|
57.
|
MSI-302
|
WEIGHING
SCALE ADAPTED FOR ALLOWING A USER TO FIND AN OPTIMAL WEIGHING POSITION
ON
THE SCALE
|
US
|
Filed
|
10/714,443
|
11/14/2003
|
|||
|
58.
|
MSI-302-PCT
|
WEIGHING
SCALE ADAPTED FOR ALLOWING A USER TO FIND AN OPTIMAL WEIGHING POSITION
ON
THE SCALE
|
WO
|
Expired
|
PCT/US2003/
036205
|
11/14/2003
|
|||
|
59.
|
MSI
330P
|
TWO
WIRE OSCILLATOR SYSTEM BODY IMPEDANCE
|
US
|
Expired
|
60/631042
|
11/24/04
|
|||
|
60.
|
MSI-330
|
TWO
WIRE OSCILLATOR SYSTEM FOR DETERMININGBODY IMPEDANCE
|
US
|
Filed
|
Not
yet known
|
11/23/05
|
-
85 -
|
FILE
NO.
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
|
|
61.
|
MSI-330PCT
|
TWO
WIRE OSCILLATOR SYSTEM FOR DETERMININGBODY IMPEDANCE
|
PCT
|
Filed
|
Not
yet known
|
11/23/2005
|
|||
|
62.
|
MSI-344
|
RF/BLOOD
PRESSURE/
TEMPARATURE
|
US
|
Not
yet filed
|
|||||
|
63.
|
MSI-346
|
DEER
SCALE
|
US
|
Not
yet filed
|
|||||
|
64.
|
MSI-333
|
TIRE
PRESSURE GAUGE
|
US
|
Filed
|
11/051,650
|
2/4/2005
|
|||
|
65.
|
MSI-333CA
|
TIRE
PRESSURE GAUGE
|
Canada
|
Filed
|
Not
yet known
|
10/14/2005
|
|||
|
66.
|
MSI-333UK
|
TIRE
PRESSURE GAUGE
|
UK
|
Filed
|
0520841.8
|
10/13/2005
|
|||
|
67.
|
MSI-300
|
RECALL
MECHANISM FOR A PRESSURE GAUGE
|
US
|
Granted
|
10/17/2023
|
10/688,182
|
6,901,792
|
10/17/2003
|
6/7/2005
|
|
68.
|
MSI-300-PCT
|
RECALL
MECHANISM FOR A PRESSTURE GAUGE
|
PCT
|
Expired
|
PCT/US03/
33155
|
10/17/2003
|
|||
|
69.
|
MSI-347
|
GEARING
STRUCTURE FOR MECHANICAL TIRE PRESSURE GAUGE
|
US
|
Not
filed (awaiting disclosure materials)
|
|||||
|
70.
|
ACOUSTIC
RANGING APPARATUS AND METHOD
|
US
|
Granted
|
6/16/2008
|
07/207,744
|
4,975,889
|
6/16/1988
|
12/4/1990
|
|
|
71.
|
MSI-120
|
METHOD
AND APPARATUS FOR PARKING A VEHICLE
|
US
|
Granted
|
10/30/2018
|
09/182,478
|
6,163,253
|
10/30/1998
|
12/19/2000
|
-
86 -
|
FILE
NO.
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
|
|
72.
|
MSI-122
|
APPARATUS
AND METHOD FOR PARKING A VEHICLE USING POSITION DETECTION
SENSORS
|
US
|
Granted
|
10/27/2017
|
08/958,082
|
5945907
|
10/27/1997
|
8/31/1999
|
-
87 -
SCHEDULE
12
Form
of Deed of Utility Model Patents Assignment (PRC)
ASSIGNMENT
OF PRC UTILITY MODEL PATENTS
DATE:
PARTIES:
|
(1)
|
MSI
Sensors (China) Limited, formerly known as Jingliang Electronics
(Shenzhen) Co., Ltd.,
a
corporation established and existing under the laws of The
People’s Republic of China
whose principal
place of business
is
at Block
4A, Tian Fa Building, Tian An Cyber Park Fu Tian District, Shenzhen,
China
518048
("the Assignor").
|
|
(2)
|
Measurement
Ltd.
a
company established and existing under the laws of Cayman
Islands
with registered number [ ]
whose [registered
office/principal place of business]
is
at [ ]
("the Assignee").
|
Assignor
and Assignee are hereinafter also individually referred to as a "Party" and
collectively as the "Parties".
RECITALS:
|
(A)
|
The
Assignor is the registered proprietor of the PRC utility model patents
detailed particulars of which are set out below
(“Patents”):
|
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
|
1.
|
FLEXURE
ASSEMBLY
|
CN
|
Granted
|
9/2/2013
|
03274209.6
|
ZL03274209.6
|
9/2/2003
|
2/9/2005
|
|
2.
|
BODY
FAT SCALE WITH TRANSPARENT ELECTRODE
|
CN
|
Granted
|
4/15/2013
|
03246450.9
|
ZL03246450.9
|
4/15/2003
|
7/7/2004
|
|
(B)
|
Pursuant
to a share purchase agreement to be entered into between Kenebell
Holding
Limited and Fervent
Group
Limited (the “Share Purchase Agreement”), the Assignor has agreed to
assign the entire right, title and interest in the Patents and the
full
benefit of the Patents to the
Assignee.
|
|
1.
|
INTERPRETATION
|
|
1.1
|
In
this Assignment, where the context so admits or requires, words denoting
the singular include the plural and vice versa;
and
|
| 1.2 |
For
the avoidance of doubt, “Assigned Patents” shall cover all Patents listed
above, as well as any and all patent filings claiming the priority
of the
Patents listed above, including all divisions, continuations,
continuations-in-part, patents granted thereon, reissues, re-examined
patents, renewals and extensions thereof, to the full extent of the
term
or terms and all forms of intellectual and industrial property protection,
including, without limitation, patents, applications, utility models,
inventor’s certificates, designs and other technical information together
with the right to file applications therefore; and shall also cover
the
right to claim the same priority rights from any previously filed
applications under the International Agreement for the Protection
of
Industrial Property, or any other international agreement, or the
domestic
laws of the country in which such application is filed, as may be
applicable and all such rights, title, interest and benefit are to
be held
and enjoyed by the above-named Assignee, its successors, legal
representatives and assigns to the same extent as all such rights,
title,
interest and benefit would have been enjoyed by the Assignor had
this
assignment not been made.
|
-
88 -
| 2. |
ASSIGNMENT
|
|
The
Assignor hereby assigns to the
Assignee:
|
|
2.1
|
the
entire right, title and interest in the Assigned Patents for the
residue
of their respective terms, including all renewals and extensions;
|
|
2.2
|
the
full benefit of the Assigned Patents and with the intent that the
grant of
any patent claiming priority of the Patents shall be in the name
of and
vest absolutely in the Assignee; and
|
|
2.3
|
the
right to ▇▇▇ for and obtain full and effective relief in respect
of every
act of infringement of the Assigned Patents occurring prior to, at
the
same time of, and in the future of the signing date of this Assignment.
|
|
3.
|
REPRESENTATIONS
|
|
The
Assignor represents that:
|
|
3.1
|
it
shall, at the request of Assignee, execute all such further documents,
forms and authorisations and depose or swear any declaration or oath
as
may be required or as the Assignee may deem necessary or expedient
or
otherwise be necessary for absolutely vesting full right, title and
interest in and to the Assigned Patents and full benefit of the Assigned
Patents to the Assignee; and
|
| 3.2 |
it
shall, at the request of Assignee, execute all further documents
that are
necessary to effectuate the recordal of the assignment of the Assigned
Patents from Assignor to Assignee with the relevant government authority,
and the governmental fees associated with such recordal shall be
for the
account of Assignee.
|
|
4.
|
WARRANTIES
|
|
The
Assignor warrants that:
|
|
it
has the full power and authority to enter into this Assignment and
to
perform fully each and every one of its obligations hereunder and
further
it has fully authorised its representative whose signature is affixed
hereto to sign this Assignment and to bind
it.
|
|
5.
|
IMPROVEMENTS
AND MODIFICATIONS
|
|
The
Assignee shall have the right to make improvements or modifications
to the
Assigned Patents and shall have full ownership rights over any
improvements made by it.
|
|
6.
|
ASSIGNMENT
|
|
This
Assignment shall be binding upon and shall inure to the benefit of
the
Parties hereto, their Affiliates, assigns and successors in interest.
|
-
89 -
|
7.
|
TERM
|
|
The
effective date of the Assignment shall be the date first set forth
above
(the “Effective Date”).
|
|
8.
|
GOVERNING
LAW
|
|
The
construction, validity and performance of this Assignment shall be
governed by the laws of Hong Kong.
|
IN
WITNESS WHEREOF, the Parties hereto have caused this Assignment to be executed
in [ ] originals by their duly authorised representatives as of the date first
above written.
|
MSI
Sensors (China) Limited
|
Measurement
Ltd.
|
|
By:
|
By:
|
|
Name:
|
Name:
|
|
Title:
|
Title:
|
-
90 -
SCHEDULE
13
Form
of Deed of Utility Patents Licence (non-PRC)
LICENSE
OF UTILITY PATENTS
DATE:
PARTIES:
|
(1)
|
Measurement
Specialties, Inc.
a
corporation established and existing under the laws of New
Jersey
whose principal
place of business
is
at ▇▇▇▇
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ (the
“Licensor”).
|
|
(2)
|
Measurement
Ltd.
a
company established and existing under the laws of Cayman
Islands with
registered number [ ]
whose [registered
office/principal place of business]
is
at [ ]
(the “Licensee”).
|
Licensor
and Licensee are hereinafter also individually referred to as a "Party" and
collectively as the "Parties".
BACKGROUND
In
furtherance of that certain share purchase agreement to be entered into between
Kenabell Holding Limited and Fervent
Group
Limited
(the "Share Purchase Agreement"), the Licensor has agreed to grant, and the
Licensee has agreed to take, a licence of certain patent rights on the terms
set
out in this Agreement.
AGREED TERMS
| 1. |
INTERPRETATION
|
| 1.1 |
In
this Agreement except where the context otherwise requires, the following
terms shall have the following
meanings:
|
-
91 -
|
"Affiliates”
|
means,
with respect to any Person, any other Person that, directly or indirectly,
Controls, is Controlled by or is under common Control with such specified
Person and “Affiliates” shall be construed accordingly;
|
|
“Control”
|
means
the: (1) ownership of or the ability to direct (a) in the case of
a
corporation or body corporate (i) a majority of the issued shares
entitled
to vote for election of directors (or analogous Persons) of such
body
corporate, (ii) the appointment or removal of directors having a
majority
of the voting rights exercisable at meetings of the board of directors
(or
analogous
|
|
body
or bodies, including, without limiting the generality of the foregoing,
management boards and supervisory boards) of that undertaking on
all or
substantially all matters, or (iii) a majority of the voting rights
exercisable at general meetings of the members of that undertaking
on all,
or substantially all, matters, or (b) in the case of any other Person,
a
majority of the voting rights in such Person; or (2) in the case
of a
corporation or a body corporate or any other Person, the direct or
indirect possession of the power to direct or cause the direction
of the
management and policies of the same (whether through the ownership
of
voting securities, by contract or howsoever otherwise) and “Controlled”
shall be construed accordingly;
|
|
|
“Home
Use”
|
means,
as applied to a product, that the product is intended for and marketed
solely directly to consumers and for use in the home. For the avoidance
of
doubt, any product marketed directly to physicians, medical offices,
hospitals, nursing homes, rehabilitation centers, restaurants and/or
commercial kitchens, and any product marketed (whether marketed to
consumers or businesses) as being of the type sold to any of the
foregoing, shall not be a product for “Home
Use.”
|
-
92 -
|
"Licensed
Patents"
|
means:
(a) all those patents and patent applications that are listed in
detail in
the attached Schedule; (b) any patents that issue from the patent
applications listed in the attached Schedule; (c) any and all patent
filings claiming the priority of said patents and patent applications
listed in the attached Schedule, including all divisions, continuations,
continuations-in-part, reissues, reexamined patents, renewals and
extensions thereof, and (d) in all forms of intellectual and industrial
property protection derivable from each of the patents and patent
applications listed in the attached Schedule, and that are derivable
from
any and all applications, reissues, extensions, renewals, reexaminations
and priority documents of such patents and patent applications listed
in
the attached Schedule, including without limitation, patents,
applications, utility models, inventor’s certificates, and designs,
provided, however, that items under (c) and (d) shall be deemed Licensed
Patents only to the extent that such items include material or disclosure
contained in items (a) or (b) and/or Licensed Improvements (as defined
in
Section 6.2).
|
|
“Person”
|
means,
without limitation, any individual, company, firm, corporation,
unincorporated association, government, state or agency of state,
any
association or partnership (general or limited) or joint venture
(whether
or not having a separate legal personality).
|
|
“Scale
Use”
|
shall
mean any product specifically designed and marketed as a weighing
device.
|
|
"Territory"
|
means
the world.
|
| 1.2 |
The
singular includes the plural and vice
versa.
|
| 1.3 |
Headings
in this Agreement are included for the purpose of ease of reference
only
and shall not have any effect on its
construction.
|
-
93 -
| 2. |
GRANT
|
| 2.1 |
Licensor
hereby grants to Licensee a personal, non-exclusive (except as provided
below), royalty-free, perpetual, license of the Licensed Patents
in the
Territory, subject to the terms and conditions of this Agreement,
to
manufacture, have manufactured, use, sell and offer for sale load
cells
within the scope of any of the Licensed Patents solely that are:
|
(a)
for
the first three years from the Effective Date, (i) incorporated in end products
for Scale Use, or (ii) incorporated in end products other than for Scale Use
and
exclusively for Home Use and not used as pressure sensors or products
competitive with the business of Licensor, or (iii) incorporated in
subassemblies for Scale Use, including but not limited to, loadcell plus module,
loadcell in a plastic housing, loadcell plus an electronic circuit and loadcell
packaged in housing plus module, or (iv) incorporated in subassemblies other
than for Scale Use and exclusively for Home Use and not used as pressure sensors
or products competitive with the business of Licensor, and
(b)
thereafter Licensee or its Affiliates can use the Licensed Patents for the
manufacture of load cells (1) sold incorporated in end products for Scale Use,
or (2) sold incorporated in subassemblies for Scale Use, including but not
limited to, loadcell plus module, loadcell in a plastic housing, loadcell plus
an electronic circuit and loadcell packaged in housing plus module, or (3)
sold
incorporated in end products not used as a pressure sensor or as a product
competitive to the Licensor’s business or (4) sold incorporated in subassemblies
not used as a pressure sensor or as a product competitive to the Licensor’s
business. For the avoidance of doubt, in no event does the license granted
hereunder permit Licensee to sell or offer for sale: load cells within the
scope
of any of the Licensed Patents as stand alone parts or use the Licensed Patents
for manufacture of products used as pressure sensors or which are competitive
to
the Licensor’s business Licensor shall not grant any further licenses (except to
Licensor Affiliates) under the Licensed Patents to any of the following scale
companies: Fooktin Technologies Limited, Bonso Electronics Limited, Precision
Press Limited, Management Investment & Technology Company Limited, Charder
Electronic Company, Beaverite, Camry Industries (HK) Limited, Kenwell Industries
Company, Shine (HK) Development Limited and Tanita Corporation, or any of their
Affiliates, successors or assigns for three years following the Effective
Date.
| 2.2 |
The
license granted by this Agreement shall extend to Licensee Affiliates,
as
the Licensee deems necessary for the use or other exploitation of
the
Licensed Patents.
|
| 3. |
PROTECTION
OF LICENSED PATENTS
|
| 3.1 |
In
the event that Licensee or any Licensee Affiliate becomes aware
that:
|
the
sole
and legitimate ownership of the Licensor in the entire right, title and interest
in the Licensed Patents is subject to any challenge, claim or proceeding;
or
any
Licensed Patent is attacked or, being a patent application, is opposed;
or
-
94 -
any
application for a patent is made by or any patent is granted to a third party
by
reason of which the third party may be granted or may have been granted rights
which conflict with any of the rights granted to Licensee under any Licensed
Patent; or
any
unlicensed activities are carried on by any third party which could constitute
an infringement of any Licensed Patent; or
any
application is made for a compulsory licence under any Licensed
Patent,
Licensee
shall forthwith notify Licensor of such matter, and Licensor may, in its
discretion, take all such steps as are necessary or desirable for the protection
of the Licensed Patents and to maintain the integrity of its ownership. Any
expenses and damages incurred in taking such steps shall be for the account
of
Licensor.
|
3.2
|
Licensee
shall ▇▇▇▇ all products made under any Licensed Patent in the form
U.S.
Patent No. _______, Canada Patent No. , and/or European Patent No.
________, or such other form as the Licensor may reasonably direct.
|
| 4. |
WARRANTIES
AND REPRESENTATIONS
|
| 4.1 |
The
Licensor represents that:
|
| (a) |
it
shall, at the reasonable request of Licensee, and at Licensee’s expense,
perform all affirmative acts that may be necessary to ensure a grant
of
valid license to the Licensee; and
|
| (b) |
it
shall, at the reasonable request of Licensee, and at Licensee’s expense,
execute all further documents that are necessary to effectuate the
recordal of the licensed rights from the Licensor to the Licensee
with the
relevant government authority, and the governmental fees associated
with
such recordal shall be for the account of
Licensee.
|
| 4.2 |
The
Licensor warrants that:
|
| (a) |
it
is the sole and legitimate owner of all rights, title and interest
in or
to the Licensed Patents and it has the full power and authority to
enter
into this Agreement and to perform fully each and every one of its
obligations hereunder and further it has fully authorised its
representative whose signature is affixed hereto to sign this Agreement
and to bind it;
|
| 4.3 |
IN
NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE, ANY LICENSEE AFFILIATE
OR
ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES.
|
|
4.4
|
LICENSOR
HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
RELATING TO THE LICENSED PATENTS INCLUDING WITHOUT LIMITATION WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES
OF
VALIDITY AND/OR ENFORCEABILITY, AND WARRANTIES OF NON-INFRINGEMENT
OF THE
RIGHTS OF ANY THIRD PERSON.
|
-
95 -
| 4.5 |
Each
Party warrants that it has full power and authority to enter into
this
Agreement and perform fully each and every one of its obligations
hereunder and performance under the terms of this Agreement will
not cause
it to be in breach of any obligations to any third
party.
|
| 5. |
INDEMNITIES
|
|
5.1
|
Each
Party shall indemnify the other Party and keep the other Party indemnified
from and against any loss, damage, liability or expense which arises
out
of or results from a breach of any of the warranties and representations
made by the indemnifying Party in this
Agreement.
|
|
5.2
|
Licensee
shall indemnify and hold harmless Licensor and its directors, officers,
agents and employees from and against all claims, suits, and damages
whatsoever, including but not limited to incidental costs, attorney's
fees
and punitive damages, arising from or in connection with the use
of the
Licensed Patents by Licensee, including the manufacture, distribution,
marketing, sale and use of products incorporating or made using any
of the
Licensed Patents ("Products"), including without limitation all claims
for
false or misleading advertising, personal injury or property damage
relating to Products; provided,
however,
that Licensor shall (i) promptly notify Licensee in writing of such
claims, and (ii) provide to Licensee all reasonably available information,
assistance and authority to defend, however, reserving unto Licensor
the
right to: participate in any defense to the extent that, in its judgment,
Licensor may be prejudiced thereby, and approve any settlement offer
made
by or to Licensee which may affect Licensor’s rights or
interests.
|
| 6. |
IMPROVEMENTS
|
| 6.1 |
Licensee
shall have the right to make improvements to the Licensed Patents
and
shall have ownership rights over any improvements made by it.
|
| 6.2 |
Within
3 years after the signing of this agreement, any improvements made
by the
Licensor to the Licensed Patents specifically designed for loadcells
to be
used in products consistent to those produced by the Licensor eighteen
(18) months prior to the Effective Date applicable in the field of
scales
and tire gauges (“Licensed Improvements”) shall be deemed to fall within
the terms of this Agreement.
|
| 7. |
ASSIGNMENT
|
The
Licensee may not assign this license or any rights granted hereunder, provided,
however, that Licensee may (i) assign all of the rights under this license
together with a transfer of the entire business of Licensee relating to load
cells and scales, or (ii) assign this license to any Affiliate Company,
provided, however, that such assignment shall automatically revert to Licensee
if at any time the assignee ceases to be an Affiliate Company of Licensee.
[NOTE-AFFILIATE
COMPANIES ARE LICENSED DIRECTLY]
-
96 -
| 8. |
This
Agreement may only be amended by a document in writing signed by a duly
authorised officer of each Party.
| 9. |
WAIVER
|
Failure
or delay on the part of either Party hereto to exercise a right, power or
privilege under this Agreement shall not operate as a waiver thereof; nor shall
any single or partial exercise of a right, power or privilege preclude any
other
future exercise thereof.
| 10. |
SEVERABILITY
|
In
the
event that any clause or any part of any clause in this Agreement is declared
invalid or unenforceable by the judgment or decree by consent or otherwise
of a
court of competent jurisdiction from whose decision no appeal is or can be
taken
all other clauses or parts of clauses contained in this Agreement shall remain
in full force and effect and shall not be affected by such finding.
| 11. |
BREACH
|
In
the
event that a breach of this Agreement is committed by one of the Parties to
this
Agreement, the aggrieved Party may terminate this Agreement, unless the breach
is remedied by the breaching Party within thirty days of receipt of written
notice from the aggrieved Party. In addition to the foregoing right of
termination, the Party in breach shall be liable for any economic damages
incurred by the other Party due to such breach. In the event that a breach
of
this Agreement is committed by both of the Parties to this Agreement, each
Party
shall be liable in proportion to the extent of its responsibility for such
breach for any economic damages incurred by the other Party due to such breach.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE,
ANY LICENSEE AFFILIATE OR ANY THIRD PARTY UNDER THIS AGREEMENT FOR ANY DAMAGES
OR REMUNERATION OF ANY TYPE IN EXCESS OF THE LIMITS SET FORTH IN SECTION 9.11.2
OF THE SHARE PURCHASE AGREEMENT, AS AGGREGATED WITH ANY OTHER LIABILITIES
SUBJECT TO SUCH LIMITS.
| 12. |
DISPUTES
|
|
Any
dispute, controversy or claim arising from or in connection with
this
Agreement shall be settled by arbitration in Hong Kong at the Hong
Kong
International Arbitration Centre. Any award rendered by the arbitrator(s)
shall be binding upon the Parties and enforceable in any court of
competent jurisdiction. The costs of the arbitration shall be shared
equally between the Parties, unless the arbitrator(s) award
otherwise.
|
-
97 -
| 13. |
TERM
|
This
Agreement shall come into force on the date on which it is signed by both
Parties and shall remain in force until the expiry of the last to expire of
the
Licensed Patents or, if being patent applications, until there is no further
possibility of any of patent applications proceeding to grant, unless sooner
terminated pursuant to Paragraph 11 hereof.
| 14. |
GOVERNING
LAW AND JURISDICTION
|
This
Agreement shall be governed by and interpreted in accordance with the laws
of
Hong Kong and the Parties hereby submit to the exclusive jurisdiction of the
Hong Kong courts.
IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
in
[ ] originals by their duly authorised representatives as of the date first
above written.
|
Measurement
Specialties, Inc.
|
Measurement
Ltd.
|
|
By:
|
By:
|
|
Name:
|
Name:
|
|
Title:
|
Title:
|
-
98 -
SCHEDULE
|
FILE
NO.
|
TITLE
|
CTRY
|
STATUS
|
EXP.
DATE
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
|
8.
|
MSI-13
|
IMPROVED
LOAD CELL WITH BOSSED SENSOR PLATE FOR AN ELECTRICAL WEIGHING
SCALE
(ALL
BATH DIGITAL)
|
US
|
Granted
|
9/3/2018
|
09/146,890
|
6,417,466
|
9/3/1998
|
7/9/2002
|
|
9.
|
MSI-13
EPO
|
IMPROVED
LOAD CELL WITH BOSSED SENSOR PLATE FOR AN ELECTRICAL WEIGHING
SCALE
|
(EPO,
GB, Germany, France)
|
Granted
|
9/2/2019
|
99410108
|
984251
|
9/2/1999
|
3/3/2004
|
|
10.
|
MSI19
|
SILICON
STRAIN GAUGE HAVING A THIN LAYER OF HIGH CONDUCTIVE SILICON
(DIGITAL
ALL SCALES)
|
US
|
Granted
|
7/22/2019
|
09/359,012
|
6,635,910
|
7/22/1999
|
10/21/2003
|
|
11.
|
MSI-19-CA
|
SILICON
STRAIN GAGE HAVING A THIN LAYER OF HIGHLY CONDUCTIVE
SILICON
|
CA
|
Pending
Examinatin
Requested 5th maintenance fee paid 07/18/05
|
2,380,310
|
7/21/2000
|
|||
|
12.
|
MSI-19-EPO
|
SILICON
STRAIN GAGE HAVING A THIN LAYER OF HIGHLY CONDUCTIVE
SILICON
|
EPO
|
Pending
Pending'6th
annuity paid 07/31/05
|
950526.4
|
7/21/2000
|
|||
|
13.
|
MSI-5CPA
|
LOAD
CELL FOR AN ELECTRICAL WEIGHING SCALE
M
BEAM
|
US
|
Granted
|
5/2/2016
|
08/641,624
|
5,929,391
|
5/2/1996
|
7/27/1999
|
|
14.
|
MSI-90
|
STRAIN
GAUGE BASED SENSOR WITH IMPROVED LINEARITY
|
US
|
Granted
|
8/4/2020
|
09/633,177
|
6,568,276
|
8/4/2000
|
5/27/2003
|
-
99 -
SCHEDULE
14
Form
of Patents Licence (PRC)
LICENSE
OF PRC DESIGN PATENTS
DATE:
PARTIES:
|
(1)
|
MSI
Sensors (China) Limited, formerly known as Jingliang Electronics
(Shenzhen) Co., Ltd.,
a
corporation established and existing under the laws of The
People’s Republic of China
whose principal
place of businessis
at Block
4A, Tian Fa Building, Tian An Cyber Park Fu Tian District, Shenzhen,
China
518048
(the “Licensor”).
|
|
(2)
|
Measurement
Ltd.
a
company established and existing under the laws of Cayman
Islands with
registered number [ ]
whose [registered
office/principal place of business]
is
at [ ]
(the “Licensee”).
|
Licensor
and Licensee are hereinafter also individually referred to as a "Party" and
collectively as the "Parties".
BACKGROUND
In
furtherance of that certain share purchase agreement to be entered into between
Kenabell Holding Limited and Fervent
Group
Limited
(the "Share Purchase Agreement"), the Licensor has agreed to grant, and the
Licensee has agreed to take, a licence of certain patent rights on the terms
set
out in this Agreement.
AGREED TERMS
| 1. |
INTERPRETATION
|
| 1.1 |
In
this Agreement except where the context otherwise requires, the following
terms shall have the following
meanings:
|
-
100 -
|
"Affiliates”
|
means,
with respect to any Person, any other Person that, directly or indirectly,
Controls, is Controlled by or is under common Control with such specified
Person and “Affiliates” shall be construed accordingly;
|
|
“Control”
|
means
the: (1) ownership of or the ability to direct (a) in the case of
a
corporation or body corporate (i) a majority of the issued shares
entitled
to vote for election of directors (or analogous Persons) of such
body
corporate, (ii) the appointment or removal of directors having a
majority
of the voting rights exercisable at meetings of the board of directors
(or
analogous
|
|
body
or bodies, including, without limiting the generality of the foregoing,
management boards and supervisory boards) of that undertaking on
all or
substantially all matters, or (iii) a majority of the voting rights
exercisable at general meetings of the members of that undertaking
on all,
or substantially all, matters, or (b) in the case of any other Person,
a
majority of the voting rights in such Person; or (2) in the case
of a
corporation or a body corporate or any other Person, the direct or
indirect possession of the power to direct or cause the direction
of the
management and policies of the same (whether through the ownership
of
voting securities, by contract or howsoever otherwise) and “Controlled”
shall be construed accordingly;
|
|
|
“Home
Use”
|
means,
as applied to a product, that the product is intended for and marketed
solely directly to consumers and for use in the home. For the avoidance
of
doubt, any product marketed directly to physicians, medical offices,
hospitals, nursing homes, rehabilitation centers, restaurants and/or
commercial kitchens, and any product marketed (whether marketed to
consumers or businesses) as being of the type sold to any of the
foregoing, shall not be a product for “Home Use.”
|
|
“Person”
|
means,
without limitation, any individual, company, firm, corporation,
unincorporated association, government, state or agency of state,
any
association or partnership (general or limited) or joint venture
(whether
or not having a separate legal
personality).
|
-
101 -
|
“Scale
Use”
|
shall
mean any product specifically designed and marketed as a weighing
device;
|
|
"Territory"
|
means
the world.
|
| 1.2 |
"Licensed
Patents " means:
|
(a)
|
TITLE
|
STATUS
|
APPLN.
NO.
|
PATENT
NO.
|
FILING
DATE
|
ISSUE
DATE
|
|
J
beam
|
Granted
|
3338307.3
|
|
6/20/2003
|
2/11/2004
|
|
M
beam
|
Granted
|
03338309.X
|
|
6/20/2003
|
1/14/2004
|
|
E
beam E1
|
Granted
|
ZL
2005 3 0050997.3
|
|
1/19/2005
|
10/12/2005
|
|
E
beam E2
|
Granted
|
ZL
2005 3 0050998.8
|
|
1/19/2005
|
10/12/2005
|
|
E
beam E3
|
Granted
|
2005.30050999.2
|
1/19/2005
|
10/12/2005
|
|
(b)
|
any
and all patent filings claiming the priority of said patents listed
above,
including all divisions, continuations, continuations-in-part, reissues,
reexamined patents, renewals and extensions thereof, and
|
|
(c)
|
in
all forms of intellectual and industrial property protection derivable
from the patents listed above, and that are derivable from any and
all
applications, reissues, extensions, renewals, reexaminations and
priority
documents of such patents listed above, including without limitation,
patents, applications, utility models, inventor’s certificates, and
designs.
|
| 1.3 |
The
singular includes the plural and vice
versa.
|
| 1.4 |
Headings
in this Agreement are included for the purpose of ease of reference
only
and shall not have any effect on its
construction.
|
-
102 -
| 2. |
GRANT
|
|
2.1
|
Licensor
hereby grants to Licensee a personal, non-exclusive (except as provided
below), royalty-free, perpetual, license of the Licensed Patents
in the
Territory, subject to the terms and conditions of this Agreement,
to
manufacture, have manufactured, use, sell and offer for sale load
cells
within the scope of any of the Licensed Patents solely that are:
|
(a)
for
the first three years from the Effective Date, (i) incorporated in end products
for Scale Use, or (ii) incorporated in end products other than for Scale Use
and
exclusively for Home Use and not used as pressure sensors or products
competitive with the business of Measurement Specialties, Inc., a New Jersey
corporation (“MSI”), or (iii) incorporated in subassemblies for Scale Use,
including but not limited to, loadcell plus module, loadcell in a plastic
housing, loadcell plus an electronic circuit and loadcell packaged in housing
plus module, or (iv) incorporated in subassemblies other than for Scale Use
and
exclusively for Home Use and not used as pressure sensors or products
competitive with the business of MSI; and
(b)
thereafter Licensee or its Affiliates can use the Licensed Patents for the
manufacture of load cells (1) sold incorporated in end products for Scale Use,
or (2) sold incorporated in subassemblies for Scale Use, including but not
limited to, loadcell plus module, loadcell in a plastic housing, loadcell plus
an electronic circuit and loadcell packaged in housing plus module, or (3)
sold
incorporated in end products not used as a pressure sensor or as a product
competitive to MSI’s business or (4) sold incorporated in subassemblies not used
as a pressure sensor or as a product competitive to MSI’s business.
For
the
avoidance of doubt, in no event does the license granted hereunder permit
Licensee to sell or offer for sale: load cells within the scope of any of the
Licensed Patents as stand alone parts or use the Licensed Patents for
manufacture of products used as pressure sensors or which are competitive to
MSI’s business.Licensor shall not grant any further licenses (except to Licensor
Affiliates) under the Licensed Patents to any of the following scale companies:
Fooktin Technologies Limited, Bonso Electronics Limited, Precision Press
Limited, Management Investment & Technology Company Ltd, Charder Electronic
Company, Beaverite, Camry Industries (HK) Limited, Kenwell Industries Company,
Shine (HK) Development Limited and Tanita Corporation, or any of their
Affiliates, successors or assigns for 3 years following the Effective
Date.
|
2.2
|
The
license granted by this Agreement shall extend to Licensee Affiliates,
as
the Licensee deems necessary for the use or other exploitation of
the
Licensed Patents.
|
| 3. |
PROTECTION
OF LICENSED PATENTS
|
| 3.1 |
In
the event Licensee or any Licensee Affiliate becomes aware
that:
|
-
103 -
|
(a)
|
the
sole and legitimate ownership of the Licensor in the entire right,
title
and interest in the Licensed Patents is subject to any challenge,
claim or
proceeding; or
|
|
(b)
|
any
Licensed Patent is attacked or, being a patent application, is opposed;
or
|
|
(c)
|
any
application for a patent is made by or any patent is granted to a
third
party by reason of which the third party may be granted or may have
been
granted rights which conflict with any of the rights granted to Licensee
under any Licensed Patent ; or
|
|
(d)
|
any
unlicensed activities are carried on by any third party which could
constitute an infringement of any Licensed Patent;
or
|
|
(e)
|
any
application is made for a compulsory licence under any Licensed
Patent,
|
Licensee
shall forthwith notify Licensor of such matter, and Licensor may, in its
discretion, take all such steps as are necessary or desirable for the protection
of the Licensed Patents and to maintain the integrity of its ownership. Any
expenses and damages incurred in taking such steps shall be for the account
of
Licensor.
| 3.2 |
Licensee
shall ▇▇▇▇ all products made under any Licensed Patent with the number
of
the relevant Licensed Patent in such form as Licensor may reasonably
direct.
|
| 4. |
WARRANTIES
AND REPRESENTATIONS
|
| 4.1 |
The
Licensor represents that:
|
|
(a)
|
it
shall, at the reasonable request of Licensee and at Licensee’s expense,
perform all affirmative acts that may be necessary to ensure a grant
of
valid license to the Licensee; and
|
|
(b)
|
it
shall, at the reasonable request of Licensee, execute all further
documents that are necessary to effectuate the recordal of the licensed
rights from the Licensor to the Licensee with the relevant government
authority, and the governmental fees associated with such recordal
shall
be for the account of Licensee.
|
| 4.2 |
The
Licensor warrants that it is the sole and legitimate owner of all
rights,
title and interest in or to the Licensed Patents and it has the full
power
and authority to enter into this Agreement and to perform fully each
and
every one of its obligations hereunder and further it has fully authorised
its representative whose signature is affixed hereto to sign this
Agreement and to bind it;
|
| 4.3 |
IN
NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE, ANY LICENSEE AFFILIATE
OR
ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES.
|
|
4.4
|
LICENSOR
HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
RELATING TO THE LICENSED PATENTS INCLUDING WITHOUT LIMITATION WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES
OF
VALIDITY AND/OR ENFORCEABILITY, AND WARRANTIES OF NON-INFRINGEMENT
OF THE
RIGHTS OF ANY THIRD PERSON.
|
-
104 -
| 4.5 |
Each
Party warrants that it has full power and authority to enter into
this
Agreement and perform fully each and every one of its obligations
hereunder and performance under the terms of this Agreement will
not cause
it to be in breach of any obligations to any third
party.
|
| 5. |
INDEMNITIES
|
| 5.1 |
Each
Party shall indemnify the other Party and keep the other Party indemnified
from and against any loss, damage, liability or expense which arises
out
of or results from a
breach of any of the warranties and representations made by the Licensor
in this Agreement.
|
|
5.2
|
Licensee
shall indemnify and hold harmless Licensor and its directors, officers,
agents and employees from and against all claims, suits, and damages
whatsoever, including but not limited to incidental costs, attorney's
fees
and punitive damages, arising from or in connection with the use
of the
Licensed Patents by Licensee, including the manufacture, distribution,
marketing, sale and use of products incorporating or made using any
of the
Licensed Patents ("Products"), including without limitation all claims
for
false or misleading advertising, personal injury or property damage
relating to Products; provided,
however,
that Licensor shall (i) promptly notify Licensee in writing of such
claims, and (ii) provide to Licensee all reasonably available information,
assistance and authority to defend, however, reserving unto Licensor
the
right to: participate in any defense to the extent that, in its judgment,
Licensor may be prejudiced thereby, and approve any settlement offer
made
by or to Licensee which may affect Licensor’s rights or
interests.
|
| 6. |
IMPROVEMENTS
|
| 6.1 |
Licensee
shall have the right to make improvements to the Licensed Patents
and
shall have ownership rights over any improvements made by it.
|
| 6.2 |
Within
3 years after the signing of this agreement, any improvements made
by the
Licensor to the Licensed Patents specifically designed for loadcells
to be
used in products consistent to those produced by the Licensor eighteen
(18) months prior to the Effective Date applicable in the field of
scales
and tire gauges(“Licensed Improvements”) shall be deemed to fall within
the terms of this Agreement.
|
| 7. |
ASSIGNMENT
|
The
licensee may not assign this license or any rights granted hereunder, provided,
however, that Licensee may (i) assign all of the rights under this license
together with a transfer of the entire business of Licensee relating to load
cells and scales or (ii) assign this license to any Affiliate Company, provided,
however, that such assignment shall automatically revert to Licensee if at
any
time the assignee ceases to be an Affiliate Company of Licensee. [NOTE-AFFILIATE
COMPANIES ARE LICENSED DIRECTLY]
-
105 -
| 8. |
AMENDMENT
|
This
Agreement may only be amended by a document in writing signed by a duly
authorised officer of each Party.
| 9. |
WAIVER
|
Failure
or delay on the part of either Party hereto to exercise a right, power or
privilege under this Agreement shall not operate as a waiver thereof; nor shall
any single or partial exercise of a right, power or privilege preclude any
other
future exercise thereof.
| 10. |
SEVERABILITY
|
In
the
event that any clause or any part of any clause in this Agreement is declared
invalid or unenforceable by the judgment or decree by consent or otherwise
of a
court of competent jurisdiction from whose decision no appeal is or can be
taken
all other clauses or parts of clauses contained in this Agreement shall remain
in full force and effect and shall not be affected by such finding.
| 11. |
BREACH
|
In
the
event that a breach of this Agreement is committed by one of the Parties to
this
Agreement, the aggrieved Party may terminate this Agreement, unless the breach
is remedied by the breaching Party within thirty days of receipt of written
notice from the aggrieved Party. In addition to the foregoing right of
termination, the Party in breach shall be liable for any economic damages
incurred by the other Party due to such breach. In the event that a breach
of
this Agreement is committed by both of the Parties to this Agreement, each
Party
shall be liable in proportion to the extent of its responsibility for such
breach for any economic damages incurred by the other Party due to such breach.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE,
ANY LICENSEE AFFILIATE OR ANY THIRD PARTY UNDER THIS AGREEMENT FOR ANY DAMAGES
OR REMUNERATION OF ANY TYPE IN EXCESS OF THE LIMITS SET FORTH IN SECTION 9.11.2
OF THE SHARE PURCHASE AGREEMENT, AS AGGREGATED WITH ANY OTHER LIABILITIES
SUBJECT TO SUCH LIMITS.
| 12. |
DISPUTES
|
|
Any
dispute, controversy or claim arising from or in connection with
this
Agreement shall be settled by arbitration in Hong Kong at the Hong
Kong
International Arbitration Centre. Any award rendered by the arbitrator(s)
shall be binding upon the Parties and enforceable in any court of
competent jurisdiction. The costs of the arbitration shall be shared
equally between the Parties, unless the arbitrator(s) award
otherwise.
|
-
106 -
| 13. |
TERM
|
This
Agreement shall come into force on the date on which it is signed by both
Parties and shall remain in force until the expiry of the last to expire of
the
Licensed Patents or, if being patent applications, until there is no further
possibility of any of patent applications proceeding to grant, unless sooner
terminated pursuant to Paragraph 11 hereof.
| 14. |
GOVERNING
LAW AND JURISDICTION
|
This
Agreement shall be governed by and interpreted in accordance with the laws
of
Hong Kong and the Parties hereby submit to the exclusive jurisdiction of the
Hong Kong courts.
IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
in
[ ] originals by their duly authorised representatives as of the date first
above written.
|
MSI
Sensors (China) Limited
|
Measurement
Ltd.
|
|
By:
|
By:
|
|
Name:
|
Name:
|
|
Title:
|
Title:
|
-
107 -
SCHEDULE
15
Form
of Deed of Trademarks
Assignment
TRADEMARK
ASSIGNMENT
The
undersigned, Measurement Specialties, Inc., a New Jersey corporation, having
an
address of ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Assignor”), hereby
transfers and assigns to Measurement Ltd., a Cayman Islands company (the
“Assignee”), having an address of ___________________________, all right, title
and interest in and to the marks described in Exhibit A, which is attached
hereto and incorporated by reference herein, the registrations and applications
therefor, and the goodwill of the business associated therewith and the portion
of the business of Assignor relating to the marks set forth in Exhibit A
(collectively, the “Marks”).
For
good
and valuable consideration by Assignee, the receipt and sufficiency of which
are
hereby acknowledged, the Assignor does hereby assign unto the Assignee all
of
its right, title and interest in and to the Marks, together with all of the
goodwill of the business associated with and symbolized by such Marks, the
applications and registrations therefor, and any rights of the Assignor to
▇▇▇
any third parties for any past infringement of or to the Marks, for the use
and
benefit of Assignee and its successors, assigns or other legal representatives
and to prosecute any such application and registration in the United States
Patent and Trademark Office or in any foreign jurisdiction.
In
witness whereof, intending to be legally bound hereby, the Assignor has duly
executed this Trademark Assignment.
|
MEASUREMENT
SPECIALTIES, INC.
|
|
|
Date:
_____________________
|
By:
__________________________
|
|
Name:
|
|
|
Title:
|
Acknowledged
and accepted:
Measurement
Ltd.
By: _______________________________
Name:
Title:
-
108 -
EXHIBIT
A
|
▇▇▇▇
|
Filing
Date
|
Application
No.
|
Registration
Date
|
Registration
No.
|
|
PARK-ZONE
|
Feb.
26, 1997
|
75/248,086
|
Aug.
17, 1999
|
2,270,998
|
|
ACCUTIRE
|
Sept.
30, 1988
|
73/755,235
|
Sept.
5, 1989
|
1,554,489
|
|
ACCUTAPE
|
Sept.
30, 1988
|
73/755,234
|
Sept.
12, 1989
|
1,555,566
|
-
109 -
TRADEMARK
ASSIGNMENT
The
undersigned, Measurement Specialties, Inc., a New Jersey corporation, having
an
address of ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Assignor”), hereby
transfers and assigns to Measurement Ltd., a Cayman Islands company (the
“Assignee”), having an address of ___________________________, all right, title
and interest in and to the marks described in Exhibit A, which is attached
hereto and incorporated by reference herein, the registrations and applications
therefor, and the goodwill of the business associated therewith and the portion
of the business of Assignor relating to the marks set forth in Exhibit A
(collectively, the “Marks”).
For
good
and valuable consideration by Assignee, the receipt and sufficiency of which
are
hereby acknowledged, the Assignor does hereby assign unto the Assignee all
of
its right, title and interest in and to the Marks, together with all of the
goodwill of the business associated with and symbolized by such Marks, the
applications and registrations therefor, and any rights of the Assignor to
▇▇▇
any third parties for any past infringement of or to the Marks, for the use
and
benefit of Assignee and its successors, assigns or other legal representatives
and to prosecute any such application and registration in the Office for
Harmonisation in the Internal Market or in any other jurisdiction.
In
witness whereof, intending to be legally bound hereby, the Assignor has duly
executed this Trademark Assignment.
|
MEASUREMENT
SPECIALTIES, INC.
|
|
|
Date:
_____________________
|
By:
__________________________
|
|
Name:
|
|
|
Title:
|
Acknowledged
and accepted:
Measurement
Ltd.
By: _______________________________
Name:
Title:
-
110 -
EXHIBIT
A
|
▇▇▇▇
|
Jurisdiction
|
Filing
Date
|
Registration
Date
|
Trade
▇▇▇▇ No.
|
|
PARK-ZONE
|
European
Community
|
March
6, 1998
|
March
3, 2000
|
764498
|
-
111 -
TRADEMARK
ASSIGNMENT
The
undersigned, Measurement Specialties, Inc., a New Jersey corporation, having
an
address of ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Assignor”), hereby
transfers and assigns to Measurement Ltd., a Cayman Islands company (the
“Assignee”), having an address of ___________________________, all right, title
and interest in and to the marks described in Exhibit A, which is attached
hereto and incorporated by reference herein, the registrations and applications
therefor, and the goodwill of the business associated therewith and the portion
of the business of Assignor relating to the marks set forth in Exhibit A
(collectively, the “Marks”).
For
good
and valuable consideration by Assignee, the receipt and sufficiency of which
are
hereby acknowledged, the Assignor does hereby assign unto the Assignee all
of
its right, title and interest in and to the Marks, together with all of the
goodwill of the business associated with and symbolized by such Marks, the
applications and registrations therefor, and any rights of the Assignor to
▇▇▇
any third parties for any past infringement of or to the Marks, for the use
and
benefit of Assignee and its successors, assigns or other legal representatives
and to prosecute any such application and registration in any trademark
office.
In
witness whereof, intending to be legally bound hereby, the Assignor has duly
executed this Trademark Assignment.
|
MEASUREMENT
SPECIALTIES, INC.
|
|
|
Date:
_____________________
|
By:
__________________________
|
|
Name:
|
|
|
Title:
|
Acknowledged
and accepted:
Measurement
Ltd.
By: _______________________________
Name:
Title:
-
112 -
EXHIBIT
A
|
▇▇▇▇
|
Country
|
Filing
Date
|
Application
No.
|
Registration
Date
|
Registration
No.
|
|
PRO-FIT
|
South
Korea
|
Aug.
19, 2005
|
40-2005-38850
|
-
113 -
SCHEDULE
16
Pro
forma combined unaudited statement of assets and liabilities of the Company
as
at 31 October 2005
Attached
as follows.
-
114 -
SCHEDULE
17
Form
of acknowledgment of receipt to be signed by the Transferring
Employees
To: [·]
(the
"Company")
I
[·]
of
[PRC]/[Hong Kong] identity card number / Passport number [·]
acknowledge the receipt of a
sum of
$[l]
as full
and final payment of my salary, allowance, compensation, severance payments
and
other entitlements
due to
me from the Company.
_____________________________________
Signature
of Employee
_____________________________________
Date
-
115 -
IN
WITNESS whereof this Agreement has been executed and hereby delivered by the
Parties on the date appearing at the head hereof.
|
Signed
by
|
)
|
|
)
|
|
|
for
and on behalf of
|
)
|
|
KENABELL
HOLDING LIMITED
|
)
|
|
in
the presence of:
|
)
|
|
Signed
by
|
)
|
|
)
|
|
|
for
and on behalf of
|
)
|
|
FERVENT
GROUP LIMITED
|
)
|
|
in
the presence of:
|
)
|
-
116 -