Patent Sale and Transfer Agreement

PATENT SALE AND TRANSFER AGREEMENT

This Patent Sale and Transfer Agreement (the "Agreement") is made as of the day of , by and between Seller: , an organized under the laws of , with its principal place of business at (hereinafter "Seller"), and Buyer: , an organized under the laws of , with its principal place of business at (hereinafter "Buyer").

RECITALS

WHEREAS, Seller is the sole and exclusive owner of all right, title and interest in and to certain patents and patent applications listed on Schedule A attached hereto (the "Patents"); and

WHEREAS, Seller desires to sell, assign and transfer to Buyer all right, title and interest in and to the Patents, and Buyer desires to purchase and acquire such rights, on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties intend that the sale and assignment effected by this Agreement constitute a complete transfer of all ownership rights in the Patents free and clear of all liens, encumbrances and licenses except as expressly set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Assigned Rights" means all right, title and interest in and to the Patents, including all patent rights, reissues, divisions, continuations, continuations-in-part, extensions, renewals, patents issuing therefrom, and all applications and registrations related thereto, together with the right to sue for past, present and future infringements and to recover damages or other remedies.

2. SALE, ASSIGNMENT AND TRANSFER

2.1 Sale and Assignment. Subject to the terms and conditions of this Agreement, Seller hereby irrevocably sells, assigns, conveys and transfers to Buyer, its successors and assigns, all of Seller's right, title and interest in and to the Assigned Rights. The transfer shall be absolute and perpetual and shall include the right to collect past, present and future damages and other remedies for past, present or future infringement.

3. CONSIDERATION

3.1 Purchase Price. In consideration for the sale, assignment and transfer of the Assigned Rights, Buyer shall pay to Seller the sum of (the "Purchase Price"), subject to the payment terms set forth below.

3.2 Payment Terms. The Purchase Price shall be paid by Buyer to Seller as follows: . All payments shall be made in lawful currency and free and clear of any deductions or set-offs except as required by applicable law.

4. DELIVERY, ASSIGNMENT INSTRUMENTS AND RECORDATION

4.1 Assignment Instruments. Promptly upon the Effective Date, Seller shall execute and deliver to Buyer all instruments of assignment, powers of attorney and other documents reasonably necessary to effectuate the transfer of the Assigned Rights and to enable Buyer to record or register the assignment with any applicable patent office.

4.2 Recordation. Seller shall cooperate with Buyer in taking such steps as Buyer reasonably requests to record or recordably register the assignment of the Patents in the patent registries of any jurisdiction identified in Schedule A. Buyer shall be responsible for reasonable recordation fees; provided, however, that Seller shall execute any documents reasonably required by such registries.

5. DELIVERABLES

5.1 Physical and Electronic Materials. Within days after the Effective Date, Seller shall deliver to Buyer copies, to the extent in Seller's possession or control, of all prosecution histories, file wrappers, assignments, licenses, royalty ledgers, correspondence, technical documentation and other material information relating to the Patents.

6. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as of the Effective Date and the Closing that:

(a) Authority; Organization. Seller has full power and authority to enter into and perform this Agreement and to sell and assign the Assigned Rights. This Agreement constitutes a valid and binding obligation of Seller enforceable in accordance with its terms.

(b) Ownership. Seller is the sole legal and beneficial owner of the Assigned Rights, free and clear of any liens, security interests, pledges, encumbrances, licenses, options or restrictions, other than those disclosed in Schedule A.

(c) No Litigation. There is no pending or, to Seller's knowledge, threatened action, suit, claim or proceeding that would adversely affect Seller's ability to sell or assign the Assigned Rights.

7. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and delivery of this Agreement by Buyer has been duly authorized by all necessary action.

8. INDEMNIFICATION

8.1 Indemnity by Seller. Seller shall defend, indemnify and hold harmless Buyer and its affiliates from and against any losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of any breach by Seller of its representations, warranties or covenants in this Agreement, including claims by third parties asserting an ownership interest in the Assigned Rights.

8.2 Indemnity by Buyer. Buyer shall defend, indemnify and hold harmless Seller from and against any losses, liabilities, damages and expenses arising out of Buyer's use, enforcement or commercialization of the Assigned Rights following the Effective Date, except to the extent caused by Seller's breach of its representations or by matters existing prior to the Effective Date and disclosed in Schedule A.

9. FURTHER ASSURANCES

From time to time after the Effective Date, upon request and at Buyer’s expense, Seller shall execute and deliver such further instruments and take such other actions as Buyer may reasonably request to effect, perfect, confirm or record the assignment and transfer of the Assigned Rights or to otherwise give full effect to this Agreement.

10. TAXES AND COSTS

Unless otherwise agreed in writing, Buyer shall pay any recordation fees and governmental fees associated with assignment recordation. Any transfer, stamp, documentary or similar taxes assessed on account of the sale shall be borne by .

11. NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) days after deposit in the United States mail, postage prepaid, to the addresses set forth above (or such other address as either party shall specify by notice).

12. MISCELLANEOUS

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflicts of law principles.

Entire Agreement. This Agreement, together with Schedule A and any documents expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral.

Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties. The failure of either party to enforce any provision shall not constitute a waiver of that provision or any other provision.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed to be original signatures for all purposes.

Costs and Expenses. Each party shall bear its own costs and expenses in connection with the negotiation, preparation and execution of this Agreement, except as expressly provided otherwise herein.

SCHEDULE A — PATENTS

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