Asset Purchase Agreement

Technology Transfer Agreement

This Technology Transfer Agreement is made on the , between , a corporation organized and existing under the laws of the state of , with its principal office located at , and referred to herein as Seller, and , a corporation organized and existing under the laws of the state of , with its principal office located at , and referred to herein as Purchaser.

For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

I. Technology Transfer. Seller agrees to transfer to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Purchased Technology in accordance with the terms of this Agreement.

II. Key Terms

A. Description of Purchased Technology:

B. Purchase Price: $.

C. Royalties:

D. Closing Date: .

III. Payment Obligations

A. Purchase Price. On the Closing Date, the Purchaser shall pay $ to the Seller for the Purchased Technology.

B. Royalties. The Purchaser shall pay to the Seller the Royalties in the amount specified, and calculated in the manner set out, in Schedule B.

C. Payment Net of Taxes. All payments owed by the Purchaser are exclusive of taxes. The Seller shall pay, and the Purchaser shall collect and remit, any taxes payable.

D. Closing Date. The Closing will take place at the Closing Time at the offices of at , the , or at such other time and place as the parties may agree upon in writing.

V. Purchaser's Representations and Warranties. The Purchaser represents and warrants to the Seller as follows, acknowledging that the Seller is relying on these representations and warranties: The Purchaser is under no restriction or obligation that may affect the performance of its obligations under this Agreement.

VI. Seller's Representations.

A. Ownership of Purchased Technology. The Seller is the sole and exclusive owner of the Purchased Technology, free and clear of all liens, charges, or other encumbrances.

B. No Conflicts. The Seller is under no restriction or obligation that may affect the performance of its obligations under this Agreement.

C. No Options. The Seller states that no Person has any option, commitment, right to purchase any of the Purchased Technology.

D. Registrations All Current. The Seller states that none of the registrations made in connection with any the intellectual property included in the Purchased Technology:

1. Has lapsed, expired or been abandoned, surrendered, or cancelled;

2. Is subject to any injunction, judgment, order, consent, ruling, charge, or settlement Agreement; or

3. Is subject to any pending or threatened oppositions, cancellations, interferences or other proceedings before any Governmental Authority.

E. Filing Fees All Current. The Seller states that all filing fees, maintenance fees, examination fees, taxes, proofs of use, and other administrative or regulatory requirements necessary or desirable to have been paid or filed in order to obtain or maintain any registrations made in connection with any the intellectual property included in the Purchased Technology have been paid or filed. There are no fees or taxes required to be paid, or actions required to be taken, within days after the Closing Date.

F. Unregistered Rights. The Seller states that there is no fact or circumstance known to the Seller that would prevent its unregistered intellectual property rights in the Purchased Technology from being registered in any jurisdiction.

G. Full Disclosure. The Seller has disclosed to the Purchaser all information known to it and relating to any problem or issue that does or may reasonably be expected to adversely affect the operability, functionality, or fitness for the intended purpose of any of the Licensed Technology.

H. No Pending Proceedings. The Seller states that there are no legal or regulatory proceedings pending or, to the Seller's knowledge, threatened by any Person relating to the Purchased Technology. To the Seller's knowledge, there are no grounds on which any such proceeding might be brought with any reasonable likelihood of success.

I. No Failure to Disclose Information. The Seller has not failed to disclose to the Purchaser any information that would be material to a purchaser of the Purchased Technology.

VII. Acknowledgements. The parties acknowledge to each other as follows:

A. Effect of Purchaser's Investigations. No investigations made by or on behalf of the Purchaser will have the effect of waiving, diminishing the scope of, or otherwise affecting any representation or warranty of the Seller under this Agreement; and

B. Transfer to Purchaser. Upon Closing, the transfer of the Purchased Technology from the Seller to the Purchaser will be deemed to have been completed with effect as of the Closing Time.

VIII. Conditions for Benefit of Purchaser. The Purchaser's obligation to complete the purchase of the Purchased Technology is subject to the satisfaction or, in the Purchaser's discretion, waiver on or before the Closing of each of the following conditions:

A. Truth of Representations and Warranties. The Seller's representations and warranties will be true and correct as at the Closing Time.

B. Due Diligence. The Purchaser will have completed its investigation of the Purchased Technology, which will not have disclosed any matter that the Purchaser considers to be (materially) adverse to its acquisition of the Purchased Technology or the Purchaser's decision to acquire it.

C. Performance of Obligations. The Seller will have performed (in all material respects) all obligations that it must perform under this Agreement at or before the Closing Time.

D. Required Consents. All Required Consents will have been obtained on terms acceptable to the Purchaser.

E. No Proceedings. No legal or regulatory proceeding will be pending or, to the Seller's knowledge, threatened that:

1. Could have a adverse effect on the Seller's title to the Purchased Technology, or

2. Enjoins, restricts, prohibits, or seeks a remedy that would have the effect of enjoining, restricting, or prohibiting the completion of the sale of the Purchased Technology.

F. Closing Documents. The Seller will have delivered to the Purchaser all of the Closing Documents that it is required to deliver, each of which will be in form and substance satisfactory to the Purchaser), together with any other documents that the Purchaser may (reasonably) request to complete the sale of the Purchased Technology.

IX. Conditions for Benefit of Seller. The Seller's obligation to complete the sale of the Purchased Technology is subject to the satisfaction or, in the Seller's discretion, waiver on or before the Closing of each of the following conditions:

A. Representations and Warranties. The Purchaser's representations and warranties will be true and correct as at the Closing Time.

B. Performance of Obligations. The Purchaser will have performed (in all material respects) all obligations that it must perform under this Agreement at or before the Closing Time.

C. Closing Documents. The Purchaser will have delivered to the Seller all of the Closing Documents that it is required to deliver (each of which will be in form and substance satisfactory to the Seller), together with any other documents that the Seller may (reasonably) request to complete the sale of the Purchased Technology.

X. Waiver of Closing Conditions. Either party may, by Notice to the other party, waive any closing condition that is for its benefit.

XI. Cooperation Required. During the Interim Period, each party shall

A. Take all reasonable action within its control, and use reasonable efforts to cause other actions that are not within its control to be taken, to ensure compliance with any Closing Conditions that are for the benefit of the other party, and

B. Cooperate fully with each other for any steps required to be taken as part of their respective obligations under this Agreement.

XII. Seller's Interim Period Obligations. During the Interim Period, the Seller shall do the following:

A. Required Consents. The Seller shall use reasonable efforts to obtain all Required Consents.

B. Encumbrances. The Seller shall not permit any encumbrances to attach to or affect any of the Purchased Technology.

C. Compliance with Laws. The Seller shall comply with all Laws affecting the Purchased Technology.

D. Exclusive Dealings. The Seller shall not, directly or indirectly, encourage, initiate, or engage in discussions or negotiations with, or provide any information to any third party concerning the sale of the Purchased Technology.

XIII. Purchaser's Closing Deliveries. At Closing, the Purchaser shall deliver, or cause to be delivered, to the Seller, the following:

A. The full purchase price, by wire transfer of immediately available funds to the account designated by the Purchaser,

B. All the Closing Documents and all other documents and evidence (each of which in form and substance satisfactory to the Seller) that the Seller may (reasonably) request to complete the purchase of the Purchased Technology,

C. A certificate of compliance with the Closing Conditions applicable to the Purchaser duly executed by an officer of the Purchaser dated the Closing Date, in form and substance satisfactory to the Seller, and

D. Any other documents contemplated by this Agreement to complete the purchase of the Purchased Technology.

XIV. Seller's Closing Deliveries. At Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser, the following:

A. The Purchased Technology in a mutually agreeable format,

B. Copies of all files and records relating to the Purchased Technology,

C. The contact information of any Persons that may currently be using the Purchased Technology,

D. The Closing Documents and all other documents and evidence (each of which in form and substance satisfactory to the Purchaser) that the Purchaser may (reasonably) request to complete the sale of the Purchased Technology, and

E. A certificate of compliance with the Closing Conditions applicable to the Seller duly executed by an officer of the Seller dated the Closing Date, in form and substance satisfactory to the Purchaser, and

F. Any other documents contemplated by this Agreement to complete the sale of the Purchased Technology.

XV. Termination.

A. Mutual Consent. Either the Purchaser or the Seller may terminate this Agreement by mutual written consent at any time before the Closing.

B. Failure to Satisfy Closing Condition. If a Closing Condition is not satisfied at the Closing Time, or if it becomes apparent that it cannot be satisfied at the Closing Time and it is not waived by the party entitled to its benefit, the party entitled to its benefit may terminate this Agreement by Notice to the other party. In that case, each party will be released from all obligations under this Agreement unless the party that received the Notice can show that the given Closing Condition:

1. Is reasonably capable of being performed or caused to be performed by the party that gave the Notice, or

2. Has not been satisfied by reason of a default by the party that gave the Notice.

C. Failure to Close. Either party may terminate this Agreement by providing Notice to the other party if, for any reason other than that party's failure to satisfy a Closing Condition under Section XV-B, the Closing has not occurred on or before the Closing Date.

D. Effect of Termination - Return of Property. Upon termination of this Agreement, the Purchaser shall return to the Seller all the Seller's property, both originals and copies, under its direct or indirect control.

XVI. Indemnification.

A. Purchaser's Indemnity for Third Party Claims. The Purchaser shall indemnify the Seller (and its directors, officers, employees, shareholders, partners, agents, and affiliates) for all claims, liability, and expenses (including legal fees) arising from any Third Party Claim brought against the Seller (or any

B. Seller's Indemnity for Third Party Claims. The Seller shall indemnify the Purchaser (and its directors, officers, employees, shareholders, partners, agents, and affiliates) for all claims, liability, and expenses (including legal fees) arising from any Third Party Claim brought against the Purchaser (or any of its directors, officers, employees, shareholders, partners, agents, and affiliates,) in connection with events that took place on or before the Closing Date.

C. Seller's Indemnity for Breach. The Seller shall indemnify the Purchaser (and its directors, officers, employees, shareholders, partners, agents, and affiliates) against all claims, liability, and expenses (including legal fees) arising from the Seller's misrepresentation or breach of, or any inaccuracy of, any of the Seller's representations or warranties contained in, this Agreement.

D. Effect of Inspection. The Purchaser's right to indemnification under Section XVI-C applies despite:

1. Any inspection or inquiries made by the Purchaser or any of its representatives before Closing, or

2. Any knowledge acquired or capable of being acquired by, or facts actually known to, the Purchaser or any of its representatives (whether or after Closing).

E. Mutual Indemnity. Each party shall indemnify the other party (and its directors, officers, employees, shareholders, partners, agents, and affiliates) against all claims, liability, and expenses (including legal fees) arising from any third party claim or proceeding brought against one party that alleges any (grossly) negligent act or omission or willful conduct of the other party (or its directors, officers, employees, shareholders, partners, agents, or affiliates).

F. Notice of Claim. A party shall give prompt Notice to the other party of any claim or potential claim for indemnification under this Section.

G. Exclusive Remedies. The rights granted under this Section XVI are the exclusive remedies available under this Agreement in connection with the claims and losses that this section addresses.

XVII. Definitions.

A. Closing means closing of the purchase and sale of the Purchased Technology.

B. Closing Conditions means conditions detailed in Sections VIII and IX.

C. Closing Date means .

D. Closing Documents means those documents set out in Schedule C or, collectively, the following documents:

1. All bills of sale, transfers, and other documents as may be necessary or reasonably required to transfer the Purchased Technology to the Purchaser with a good title, free and clear of all encumbrances,

2. Duly executed copies of all Required Consents,

3. Evidence that the Purchased Technology is free and clear of all encumbrances,

4. Evidence of all registrations, declarations, filings, or recordings with any Governmental Authority required to be made in connection with the completion of the Transactions,

5. A favorable legal opinion of counsel to the Seller dated the Closing Date (substantially in the form set out in the Opinion of Seller's Counsel attached as Exhibit 1),

6. A favorable legal opinion of counsel to the Purchaser dated the Closing Date (substantially in the form set out in the Opinion of Purchaser's Counsel attached as Exhibit 2), and

7. All other documents and evidence that may reasonably be requested in order to establish the due authorization and completion of the purchase and sale of the Purchased Technology.

E. Closing Time means a.m. on the Closing Date.

F. Governmental Authority means:

1. The government of the United States or any other nation, or any of its or their geographical or political units or subdivisions, and

2. Anybody, agency, tribunal, arbitrator, court, authority, or other entity that exercises executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of, or relating to, government.

G. Interim Period means the period between the date of this Agreement and the Closing Date.

H. Law means:

1. Any law (including the common law), statute, by-law, rule, regulation, order, ordinance, treaty, decree, judgment, and

2. Any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.

I. Notice means any notice, request, direction, or other document that a party can or must make or give under this Agreement.

J. Purchased Technology means all the technology described in the Schedule A.

K. Required Consent means any consent, approval, or authorization of any Person, and any registration, filing, or other recording with any governmental authority, required in connection with the sale of the Purchased Technology and the performance of the terms of this Agreement.

L. Third Party Claim means any claim or proceeding brought by a third party against the Purchaser that alleges

1. A breach of any legal rights that the third party has or claims to have, or

2. That the third party has suffered or may suffer damages, in connection with the Purchased Technology.

XVIII. General.

A. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

B. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

C. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

D. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

E. Mandatory Arbitration. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

F. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

G. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

H. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

I. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

J. Gender. Words used herein regardless of the gender specifically used, shall be deemed and construed to any other gender, masculine, feminine or neuter, as the context requires.

K. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly constituted authority will be followed and complied with in all respects by both parties.

L. Further Assurances. Each party, upon receipt of Notice from the other party, shall sign (or cause to be signed) all further documents, do (or cause to be done) all further acts, and provide all assurances as may reasonably be necessary or desirable.

M. No Partnership. Nothing contained in this Agreement creates a partnership, joint venture, principal-and-agent, or any similar relationship between the parties.

N. Payment of Expenses. Each party is responsible for all costs (including legal fees) and other expenses that it incurs in connection with the negotiation and preparation of this Agreement.

O. Receipt of Notice. A Notice given in accordance with this Agreement will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth Business Day following mailing.

P. Survival. Section XVI survive the termination of this Agreement.

Q. Interpretation of Currency. Unless otherwise specified, all dollar amounts expressed in this Agreement refer to American currency.

R. Schedules and Exhibits. The following are attached to and form part of this Agreement:

1. Schedule A: List of Purchased Technology;

2. Schedule B: Royalty Payments);

3. Schedule C: Closing Documents);

4. Exhibit 1: Form of Legal Opinion of Counsel to Seller); and

5. Exhibit 2: Form of Legal Opinion of Counsel to Purchaser).

S. Effectiveness of Agreement. This Agreement is effective as of the date shown at the top of the first page, even if any signatures are made after that date.

WITNESS our signatures as of the day and date first above stated.

Schedule A - Description of Purchased Technology

Schedule B - Royalty Payments

Schedule C - Closing Documents Schedule

Exhibit 1 - Form of Legal Opinion of Counsel to Seller

Exhibit 2 - Form of Legal Opinion of Counsel to Purchaser