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Unit Intellectual Property Rights

IP License Agreement

 

This IP License Agreement (the “Agreement”) is entered into as of [] (the “Effective Date”) by and between [] (“Sponsor”) and [SPV] a limited liability company organized and existing under the laws of Hong Kong, having its principal offices at Unit 703, 7th F/L of Block B, Manulife Financial Center, 223-231 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong (“Issuer”).

 

THIS IP LICENSE AGREEMENT (the “Agreement”) is made the day of , 201 (the “Effective Date”) BETWEEN:

(1) ________________, (“Sponsor”) whose registered office is at _________________________________________ and

(2) [SPV] a limited liability company organized and existing under the laws of Hong Kong, having its principal offices at Unit 703, 7th F/L of Block B, Manulife Financial Center, 223-231 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong (“Issuer”).

 

Recitals

 

WHEREAS, an Affiliate of Issuer provides a broad range of services zrelating to intellectual-property and has developed intellectual property-based products, including Unit IP RightsTMLicense; and

 

WHEREAS, Issuer desires to offer Unit IP RightsTM with respect to certain IP Rights owned by Sponsor and its Controlled Affiliates; and

WHEREAS, Sponsor has agreed to, and to cause its Controlled Affiliates to, grant to Issuer an exclusive license under such IP Rights to facilitate the offering of Unit IP RightsTMwith respect thereto, and Issuer has agreed to accept such exclusive license, on the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the premises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree and covenant as follows.

 

1 Definitions and Interpretation

1.1 The following terms, when used herein with initial capital letters, shall have the respective meanings set forth in this Section 1.1.

“Acquired License” shall have the meaning provided in Section 2.1.

“Affiliate” means”, with respect to a Party, any entity that, directly or indirectly, Controls, is Controlled by, or is under common Control with, such Party, including all business units, sectors, and divisions.

“Brand”shall have the meaning provided in “Trademark”

“Business Day” means any day that is not a Saturday, a Sunday or other day on which government offices are required or authorized by Law to be closed in Hong Kong.

“Closing Date” means [DATE] and, in the case of subsequent issuances of UIPRs, the closing date for each subsequent issuance.

 

“Confidential Information” means all non-public information, data and materials, whether oral or written, that are related to a Party’s or its Affiliates’ prior, current or potential business, including the terms and conditions of this Agreement, and is not, and does not become, generally known to and available for use by the public (other than by acts or omissions of the other Party or its Affiliates or their employees, agents or representatives). Confidential Information shall not include (a) the existence of this Agreement, including the identity of Sponsor, or (b) information, data or materials that;

(i) was in the receiving Party’s possession free of any obligation of confidence at the time it was to the receiving Party by the disclosing Party;

(ii) is furnished or made known to the receiving Party on a non-confidential basis by another Person that, to the best of the receiving Party’s knowledge, is not prohibited from disclosing such Confidential Information by a legal, contractual or fiduciary obligation; or

(iii) is developed by employees, agents or representatives of the receiving Party independently of and without reference to any information or data communicated to the receiving Party by the disclosing Party.

 

“Control” (including with correlative meanings, the terms “Controlled by” and “under common Control with”) means, with respect to any entity, beneficial ownership of a majority of issued shares in such entity, or otherwise a majority ownership of such entity with the right to control a majority of voting rights in such entity, or otherwise the power to direct or cause the direction of the management policies of such entity.

 

“Copyright”

(a) the Copyrights and Copyright applications listed in Annex 1;

(b) a legal device that grants the Sponsor of a literary, artistic, musical, or other creative work the sole right to publish and sell that work. Sponsor have the right to control the reproduction of his/her work, including the right to receive payment for that reproduction.

(c) all other Hong Kong or foreign Copyrights or Copyrights applications, and such associated rights as may arise under the Copyright Laws in the Licensed Territory as may be amended from time to time, owned by Sponsor or any of its Controlled Affiliates prior to, as of or at any time after the Effective Date that would be infringed by practicing any issued claim of the Copyrightsor any claim of any Copyrights issuing from the Copyright applications listed in Annex; and

(d) anyHong Kong or foreign Copyright application, continuation, continuation- in-part, divisional, substitute, reissue, re-examination, or extension of any of the Copyright s or Copyright applications listed in Annex 1, and Copyrights issuing or claiming priority therefrom, and such associated rights as may arise under the Copyright Laws in the Licensed Territory as may be amended from time to time.

 

“Effective Date” shall have the meaning provided in the recitals.

“Exhaustion Right” shall mean release and immunity from IP infringement liability with respect to the IP Rights granted to a purchaser or user of a [Licensed Product // product made or used performing a Licensed [Method // Process]] that is sold by a UIPR Holder or its Affiliates under the UIPRs granted pursuant to Section 2.1 hereunder, provided that, notwithstanding any applicable law, such release and immunity shall apply whether or not the sale of such [Licensed Product // product] occurs within the country in which the applicable IP Right issued.

“First Sale Price” means the price at which a Unit IP Right is first sold to a UIPR Holder in a UIPR Issue.

“Governmental Entity” shall have the meaning provided in Section 14.1.

“Intellectual Property Rights”Copyrights, patents, and trademarks are collectively known in the law as Intellectual Property

Copyright is distinct from other forms of creator protection such as Patents, which give inventors exclusive rights over use of their inventions, and Trademarks, which are legally protected words or symbols or certain other distinguishing features that represent products or services. Similarly, whereas a patent protects the application of an idea, and a trademark protects a device that indicates the provider of particular services or goods, copyright protects the expression of an idea. Whereas the operative notion in patents is novelty, so that a patent represents some invention that is new and has never been made before, the basic concept behind copyright is originality, so that a copyright represents something that has originated from a particular author and not from another.

“IP Rights” shall have the meaning provided in Intellectual Property Rights.

“Issuer” shall have the meaning provided in the recitals.

“Laws” shall mean any Hong Kong or non-Hong Kong statute, law, ordinance, regulation, rule, code, order, governmental requirement and any other