Exhibit 3(6)
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("the Assignor")
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XENOTECH RESEARCH PTY LTD
ACN 060 154 912
("the Assignee")
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2D TO 3D/DDC DEED OF ASSIGNMENT
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Solomon Brothers
Solicitors
Level 40
Exchange Plaza
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Ref: PFF
2D TO 3D/DDC DEED OF ASSIGNMENT
This 2D TO 3D/DDC DEED OF ASSIGNMENT is made the day of 1995
BETWEEN
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▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (hereinafter called "the Assignor") of the first part;
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XENOTECH RESEARCH PTY LTD ACN 060 154 ▇▇▇ ▇▇ ▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
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the second part;
WHEREAS
A. The Assignor has invented a process for reprocessing film and video
tape stock originally produced to recreate images in 2 dimensions so
that it recreates images in 3 dimensions more particularly described in
the Listing Application by Xenotech Inc ("XI") to the Alberta Stock
Exchange in September 1994 ("the Listing Application"), in the
Feasibility Study Report for Xenotech Australia Pty Ltd ("XA") by
Systems Intellect in July 1994 ("the Feasibility Report") and in the
Business Plan of XA ("the 2D to 3D Process") and has invented a process
by which material subjected to the 2D to 3D Process can be transmitted
using a technique known as Dynamic Depth Cueing more particularly
described in the Listing Application, the Feasibility Report, the
Business Plan of XA and in the Report by the Assignee to XA headed
"Project Options and Strategies" ("the DDC Process") (together "the
Processes")
B. The Assignor has agreed, subject to the conditions specified herein, to
assign and transfer to the Assignee the Intellectual Property Rights
with respect to the Processes.
NOW THIS DEED WITNESSETH AS FOLLOWS
1. In this deed the following expressions have the following meanings:
"this Agreement" means the agreement entered into between the parties
and evidenced by this document and any documents executed by the
parties varying the same;
"Assignee" includes the Assignee's successors and assigns;
"Assignor" includes the Assignors successors and assigns;
"Xenotech" and "Xenotech Group" mean each of XI, XA and the Assignee
together.
2. ASSIGNMENT
PROVIDED THAT either:
(i) none of the Assignee XI and XA have been placed into
liquidation, other than voluntary liquidation for the purpose
of reconstruction which does not involve termination of their
obligations to the Assignor, within 8 months of the date of
this deed; or
(ii) XA has within 8 months of the date of this deed received
payment from Samsung Electronics Co Ltd ("Samsung") pursuant
to clause 3.1.2 of the Technical Licence Agreement dated 5
October 1994 between Samsung and XA,
THEN in either event in consideration of execution by the Assignee of
the deed of compromise and release between the Assignor and the
Assignee of even date herewith the Assignor hereby assigns to the
Assignee and confirms that following the satisfaction of the proviso
the Assignee shall be the sole beneficial owner of all the benefit of:
2.1 all legal and equitable rights, benefits or entitlements with
respect to intellectual property in the nature of copyright,
know-how, confidential information, concepts, expertise,
proposals for commercialisation, patents, patentable concepts,
designs and trademarks that are held as at the date of
satisfaction of the proviso herein by the Assignor in relation
to the Processes;
2.2 without limiting the generality of clause 2.1, all rights to
commercially exploit
the Processes
(together "the Intellectual Property Rights to the Processes")
3. The Intellectual Property Rights to the Processes shall be deemed to
have vested absolutely in the Assignee with effect immediately on and
from the satisfaction of the proviso to clause 2 herein.
4. TRANSFER OF TITLE
4.1 The Assignor undertakes at the expense of the Assignee to do
all acts and execute all documents necessary or desirable for
effecting transfer of title to the Intellectual Property
Rights to the Processes to the Assignee.
4.2 The Assignee will pay all reasonable fees costs and expenses
incurred by the Assignor in connection with the said transfer
of title and all stamp duty, if any, payable in respect of
this deed.
4.3 The Assignor shall forthwith on being requested so to do by
the Assignee deliver up to the Assignee all certificates of
title, papers, plans, reports and other records relating to
the rights assigned pursuant to this deed.
5. ASSIGNOR'S WARRANTIES
The Assignor warrants that he has not entered and shall not hereafter
enter into any agreement with any party other than the Assignee with
respect to the Intellectual Property Rights to the Processes and the
said Intellectual Property Rights are not the subject of any charge,
lien or other encumbrance held by any person other than the Assignee.
6. INDEMNIFICATION
The Assignee will indemnify and at all times hold the Assignor fully
and effectively indemnified against any losses, costs, actions, claims,
demands, expenses, judgments, orders or other liabilities arising
directly or indirectly out of or in connection with the
prosecution of any patent application with respect to the Processes or
any aspect thereof and the protection or enforcement of any letters
patent that may issue pursuant to such applications with respect to the
Processes.
7. NOTICES
7.1 Notices under this agreement may be delivered by hand, by
mail, or by facsimile to the parties at the addresses
specified at the commencement of this agreement.
7.2 Notice shall be deemed given:
7.2.1 in the case of hand delivery, upon the date that
delivery is effected;
7.2.2 in the case of posting, 3 days after dispatch;
7.2.3 in the case of facsimile, upon completion of
transmission.
8. The Assignee may not dispose of any right, title or interest in the
Intellectual Property Rights to the Processes to any natural person for
other than arms length consideration or to any corporation related to
the Assignee by virtue of section 50 of the Corporations Law or to any
other entity in which Xenotech holds a relevant interest unless that
corporation or other entity shall have first entered into a deed
binding it to perform the obligations with respect to the Processes
owed to the Assignor by Xenotech pursuant to the consultancy agreement
between Xenotech and the Assignor executed contemporaneously with this
deed.
9. COSTS
The costs of the drafting, preparation and stamping of this agreement
shall be met by the Assignee.
10. ENTIRE AGREEMENT
This agreement incorporates the entire agreement of the parties and
supercedes all previous agreements, arrangements and understandings
(whether oral or written) between
them with respect to the subject matter hereof.
11. GOVERNING LAW
This agreement shall be governed by and construed in accordance with
the Laws of the State of Western Australia.
IN WITNESS WHEREOF THE PARTIES HERETO HAVE HEREUNTO AFFIXED THEIR
HANDS AND SEALS THE DAY AND DATE FIRST HEREINBEFORE APPEARING
SIGNED BY the said )
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in the presence of: )
Witness:
Address:
Occupation:
THE COMMON SEAL of )
XENOTECH RESEARCH PTY LTD )
ACN 060 154 912 was hereunto affixed )
by authority of the Board of Directors )
in the presence of: )
Director:
Director/Secretary:
