I [BUYER], a [BUYER STATE] [BUYER ENTITY TYPE] ("Buyer") agrees that, before the Sales Agreement is signed on Buyer's behalf, Buyer will review the entire Sales Agreement and will be particularly careful to assess the intellectual property identified in Appendix A in the Sales Agreement to ensure that Buyer understands that the intellectual property listed in Appendix A is all that will be conveyed to the Buyer upon transaction completion and that any and all encumbrances as identified in Appendix D are recognized and will be abided by. Buyer also acknowledges that IP Prism recommends consulting legal counsel to evaluate this agreement and the Sales Agreement in its entirety and particularly Appendix A. Buyer further understands that IP Prism is a third party to this potential transaction that (with respect to this transaction): does not represent Buyer or any representative of Buyer.

[BUYER ENTITY]
By Buyer:
		Name: [BUYER]
		Title: [BUYER TITLE]

I [SELLER], a [SELLER STATE] [SELLER ENTITY TYPE] ("Seller") agrees that, before the Sales Agreement is signed on Seller's behalf, Seller will review the entire Sales Agreement and will be particularly careful to assess the intellectual property identified in Appendix A in the Sales Agreement to ensure that Seller understands that each and every part of the intellectual property listed in Appendix A will be conveyed to the Buyer upon transaction completion and that each encumbrance that pertains to the transferred intellectual property rights are identified in Appendix D. Seller also agrees to carefully assess and agree to Section 4.1(g), which states that "Any representation made in the Listing that the Assigned Patent(s) and/or Patent Application(s) include all matters in a patent family" is accurate and unambiguous. Seller also acknowledges that IP Prism recommends consulting legal counsel to evaluate this agreement and the Sales Agreement in its entirety and particularly Appendix A. Seller further understands that IP Prism is a third party to this potential transaction that (with respect to this potential transaction): does not represent Seller or any representative of Seller.

[SELLER ENTITY]
By Seller:
		Name: [SELLER]
		Title: [SELLER TITLE]

Execution Version

PATENT SALE AGREEMENT

THIS PATENT SALE AGREEMENT (this “Agreement”), dated as of the Closing Date (defined below), is made by and between [BUYER], a [BUYER STATE] [BUYER ENTITY TYPE] (“Buyer”), and [SELLER], a [SELLER STATE] [SELLER ENTITY TYPE] (“Seller”) (collectively referred to herein as the “Parties” and individually as “Party”).

W I T N E S S E T H:

WHEREAS, Buyer desires to acquire Seller’s rights, titles and interests in and to the Assigned Patent(s) and/or Patent Application(s) (as identified in Appendix A) and Seller, in turn, desires to sell its rights, titles and interests in and to the Assigned Patent(s) and/or Patent Application(s) (the “Patent Sale”).

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and subject to the conditions herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Defined terms used in this Agreement have the respective meanings ascribed to them by definition in this Agreement or in Appendix B.

ARTICLE II

PATENT SALE AND ASSIGNMENT

Section 2.1 Sale of Patent Assets. At the Closing, as set forth in Section 2.4, and subject to the terms and conditions of this Agreement, Seller shall execute the Assignment (the “Patent Assignment” shown in Appendix C), so as to assign, convey, transfer, and deliver to Buyer all of Seller’s rights, titles and interests in and to: (i) the Assigned Patent(s) and/or Patent Application(s), (ii) all rights to royalties and other payments under the Assigned Patent(s) and/or Patent Application(s), and (iii) all rights to enforce the Assigned Patent(s) and/or Patent Application(s) and to sue for, collect and retain any and all damages for past, present and future infringement of any of the Assigned Patent(s) and/or Patent Application(s). Seller further agrees that, so long as it is permitted by the patent laws applicable to the Assigned Patent(s) and/or Patent Application(s), Buyer has the right to file and prosecute one or more continuation, continuations-in-part, division, substitutions, continued patent application, re-examination, renewal, extension, reissue thereof, foreign counterpart, or other applications and patent claiming priority to any of the Patents (directly or indirectly, that may be secured under the laws of the United States, any foreign jurisdiction or multi-jurisdictional entity). The Patent(s) and/or Patent Application(s) identified in Appendix A are the same patent(s) and/or patent application(s) as identified in a listing published, with authorization of Seller, on IP Prism (the “Listing”) on listing date (the “Listing Date”).

Section 2.2 Perpetual License Grant. At the Closing, as set forth in Section 2.4, and subject to the terms and conditions of this Agreement, Seller shall submit to IP Prism the Assignment (the “Patent Assignment” shown in Appendix C) executed by the Seller. The Patent Assignment includes a limited, non-sublicensable, royalty-free, perpetual, worldwide, non-exclusive right and license to the Assigned Patent(s) and/or Patent Application(s) to Buyer, such that submitting the Assignment, as executed by the Buyer, to IP Prism finalizes a grant to the Seller for the limited, non-sublicensable, royalty-free, perpetual, worldwide, non-exclusive right and license to the Assigned Patent(s) and/or Patent Application(s). This grant is hereafter referenced as the “License Grant”.

Section 2.3 Third-Party Rights & Obligations. The sale and assignment by Seller to Buyer of the Assigned Patent(s) and/or Patent Application(s) (and any subsequent assignment or other transfer thereof by Buyer to any person) is not subject to any third-party rights and obligations.

Section 2.4 Purchase Price. The purchase price for the Assigned Patent(s) and/or Patent Application(s) is [PRICE] United States dollars (the “Purchase Price”). Seller shall be responsible for the [TRANSACTION COST] United States dollars transaction cost(s) due to IP Prism (the “Transaction Cost(s)”) and any processing fee charged by Stripe Connect (the “Payment‑Transaction Entity”). The date on which Parties have completed all of the following actions is the effective date of the Patent Assignment (the “Closing Date”):

·         Provided the Purchase Price to Payment-Transaction Entity;

·         Submitted to IP Prism an electronically signed version of this Agreement executed by Seller; and

·         Submitted to IP Prism an electronically signed version the Patent Assignment executed by Seller.

Within seven (7) calendar days after the Closing Date, payment-transaction entity will provide the Transaction Cost(s) to IP Prism and the Purchase Price, less the Transaction Cost(s) and any processing fee charged by the Payment-Transaction Entity, to the Seller. Each of the Transaction Cost(s) and the Purchase Price is non-refundable.

Section 2.5 Expiration of Offer. Buyer’s offer to purchase the Assigned Patent(s) and/or Patent Application(s) will expire at midnight Eastern Time on [EXPIRATION DATE], which is 7 days after the date on which Buyer has:

·         Provided the Purchase Price to Payment-Transaction Entity;

·         Submitted to IP Prism an electronically signed version of this Agreement executed by Buyer; and

·         Submitted to IP Prism an electronically signed version the Patent Assignment executed by Buyer.

If the Seller has not submitted to IP Prism an electronically signed version of this Agreement executed by the Seller and submitted to IP Prism an electronically signed version the Patent Assignment executed by Seller by midnight Eastern Time on [EXPIRATION DATE], the offer will be deemed to be revoked and the Purchase Price will be refunded to the Buyer.

ARTICLE III

DELIVERIES

Section 3.1 Closing. As indicated in Section 2.4, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date.

(a) By or on the Closing Date, Seller shall have:

·         Submitted to IP Prism an electronically signed version of this Agreement executed by Seller; and

·         Submitted to IP Prism an electronically signed version of the Patent Assignment (as set forth in Appendix C) executed by Seller.

(b) As indicated in Section 2.4, on or by this date, by or on the Closing Date, Buyer shall have completed the following actions:

·         Provided the Purchase Price to Payment-Transaction Entity;

·         Submitted to IP Prism an electronically signed version of this Agreement executed by Buyer;

·         Submitted to IP Prism an electronically signed version the Patent Assignment (as set forth in Appendix C), which includes the License Grant, executed by Buyer.

Occurrence of the Closing is conditioned on any Closing-requirement conditions specified for the Seller or Buyer, as set forth herein (including, e.g., executing the Patent Assignment by the Closing Date).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.1 Representations and Warranties of Seller. Seller represents and warrants to Buyer as of the Effective Date and as of the Closing Date, except as otherwise provided, as follows:

(a) Seller is the sole and exclusive owner of and owns all rights, titles, and interests to each of the Assigned Patent(s) and/or Patent Application(s), free and clear of any and all liens, mortgages, security interests, pledges, charges, judgments, claims or other similar encumbrances (for the avoidance of doubt, not including any Third-Party Rights & Obligations).

(b) Seller has not made any previous assignment (or agreement constituting a present or future assignment) of any right, title, or interest of any Assigned Patent(s) and/or Patent Application(s) to any entity.

(c) Any Assignment in an Assignment chain of each of the Assigned Patent(s) and/or Patent Application(s), unless such Assignment was already provided in the listing of the Assigned Patent(s) and/or Patent Application(s) is available by searching in the USPTO assignment database (as available at https://assignment.uspto.gov/patent/index.html#/patent/search).

(d) There are no encumbrances (including any lien, license, security interest, interference, option, right of first refusal, right of first negotiation, covenant not to assert/sue or other immunity from suit, equitable interest, security interest, preemptive right, community property interest, or any other encumbrance or restriction of any nature) to which any of the Assigned Patent(s) and/or Patent Application(s) is subject.

(e) There is no action, suit, investigation, claim, or proceeding threatened in writing (and not resolved) or pending against Seller that relate to any of the Assigned Patent(s) and/or Patent Application(s).

(f) The status of each of the Assigned Patent(s) and/or Patent Application(s) in the Listing is accurate.

(g) Any representation made in the Listing that the Assigned Patent(s) and/or Patent Application(s) include all matters in a patent family is accurate.

(h) Seller is a company duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation.

(i) Seller has full power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions hereby contemplated herein.

(j) The execution and delivery of this Agreement by Seller, the performance of its obligations hereunder, and the consummation by Seller of the transactions contemplated hereby have been duly authorized by any and all requisite company action on the part of Seller.

Section 4.2 Representations and Warranties of Buyer. Buyer represents and warrants to Seller as of the Effective Date (unless otherwise provided) as follows:

(a) Buyer is a company duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation.

(b) Buyer has the full power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated herein.

(c) The execution and delivery of this Agreement by Buyer, the performance of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all requisite company action on the part of Buyer.

(d) On the Closing Date, Buyer has provided or will provide the Purchase Price to Payment-Transaction Entity.

(e) Buyer will honor and abide by any encumbrance identified in Appendix D.

(f) Buyer will assume each and every required task (e.g., reporting task) of any and every encumbrance identified in Appendix D.

ARTICLE V

COVENANTS AND AGREEMENTS

Section 5.1 Further Assurances. From and after the Closing Date, each Party shall cooperate with the other Party, upon reasonable request and without any further consideration, to cause to be executed and delivered, all instruments, including instruments of conveyance, documents, novations, assignments, transfers or other agreements, and to make all filings with, and to obtain all consents, under any permit, license, agreement, indenture or other instrument or regulation, and to give such further written assurances, and to take all such other actions as may be reasonably necessary from time to time, consistent with the terms of this Agreement, in order to evidence the transactions contemplated by this Agreement and to effectuate the provisions and purposes of this Agreement and the Patent Assignment.

Section 5.2 Confidentiality. Information that shall be kept confidential (“confidential information”) include information and/or proprietary information, regardless of the medium by which it is conveyed (including, without limitation, oral, written, graphic or machine-readable), that has commercial and economic value or other utility to the Disclosing Party, including, but not limited to, identification of encumbrances (e.g., including any license, lien, security interest, interference, option, right of first refusal, right of first negotiation, covenant not to assert/sue or other immunity from suit, equitable interest, security interest, preemptive right, community property interest, or any other encumbrance or restriction of any nature pertaining to the intellectual property being offered for sale), terms in the Sales Agreement for the Listing, non-public patent information, business information, technical information, commercial information, financial information, proprietary manufacturing secrets, production and operations process, marketing strategy and information, product videos, product photos and drawing and intellectual property, research, product plans, products, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), hardware configuration, computer programs, algorithms, business plans, executive summaries, projections, agreements with third parties, customers, prospects, consultants and employees of the Disclosing Party (e.g., the Seller).

Confidential information shall not include information provided by the Disclosing Party (e.g., the Seller) to the Receiving Party (e.g., the Buyer) pursuant to this Agreement that:

·         was known to the Receiving Party prior to being received from the Disclosing Party as evidenced by the Receiving Party’s written and/or electronic records;

·         is, or becomes, part of the public domain through no wrongful act on the part of the Receiving Party;

·         is received by the Receiving Party on a non-confidential basis from a third party having a legal right to disclose such information; or

·         is independently developed by or on behalf of the Receiving Party without reference to or reliance upon Disclosing Party’s Confidential Information as evidenced by the Receiving Party’s written and/or electronic records.

The Receiving Party agrees to use the Confidential Information disclosed to it by the Disclosing Party, or with respect to which it otherwise has access or becomes aware, solely for the purpose of evaluating a potential purchase of the Listing. The Receiving Party shall NOT disclose or permit disclosure of any Confidential Information, other than to its “Representatives”, defined as directors, officers, employees, affiliates, advisors (including, without limitation, attorneys, accountants, tax and financial advisors), consultants, representatives, potential financing sources and controlling persons to whom Confidential Information is disclosed who are required to have the information in order to carry out the discussions regarding the Relationship and/or the Relationship and who have been informed of the confidential nature of the Confidential Information and the obligations of this Agreement and who have an obligation (fiduciary, contractual or otherwise) to honor the confidentiality provisions of such agreement. The Receiving Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include, but not be limited to, the highest degree of care that the Receiving Party utilizes to protect its own confidential information of a similar nature, which shall be no less than reasonable care. The Receiving Party agrees to notify the Disclosing Party in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of Confidential Information that may come to the Receiving Party’s attention. The Receiving Party will be responsible for a breach of the confidentiality provisions of this Agreement by its Representatives

Any files, materials or documents (e.g., the Sales Agreement) that have been furnished by one Party to the other in connection with the Relationship, as well as any other Confidential Information of the Disclosing Party, shall be promptly destroyed by the Receiving Party, accompanied by all copies of such documentation and derivative materials, within ten (10) days after the earlier of (a) the date the Relationship has been rejected or concluded or (b) the written request of the Disclosing Party. Notwithstanding the foregoing, The Receiving Party and its Representatives shall have the right to retain copies of the Confidential Information (including any notes or analyses thereon) to the extent (i) required to comply with legal or regulatory requirements or to demonstrate compliance with fiduciary duties or (ii) stored on routine backup systems; provided, however, that any such retained Confidential Information shall remain subject to the provisions of this Agreement.

The Receiving Party shall not, at any time during the term of this Agreement and thereafter, make any statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the Disclosing Party.

Section 5.3 Maintenance Fees. After the Closing Date, neither Buyer nor Seller has any obligation to pay any maintenance or annuity fee that is due for any Assigned Patent or Patent Application. Buyer acknowledges that, if a maintenance or annuity fee of an Assigned Patent or Patent Application becomes due and neither Buyer nor a third party pay the fee, then the patent will expire. If a maintenance or annuity fee for an Assigned Patent or Patent Application becomes due and Buyer does not pay the fee, Buyer has no obligation to inform Seller that the fee was not paid.

Section 5.4 Taxes. Each of Seller and Buyer shall file any tax returns that are to be filed and pay any taxes that are to be paid as a result of the Closing of this Agreement.

ARTICLE VI

LIMITATIONS OF LIABILITY; NON-SURVIVAL; DISCLAIMER

Section 6.1 Limitations of Liability. Except with respect to a breach of the confidentiality obligations set forth in Section 5.1, Neither Party shall be liable for special, incidental, indirect, punitive, exemplary, consequential or similar damages or lost profits with respect to this Agreement or any matter arising out of or relating hereto.

Section 6.2 Non-Survival. None of the representations or warranties in this Agreement or in any document delivered pursuant to this Agreement shall survive the Closing, other than Seller’s representation and warranty in Sections 4.1(b), 4.1(c) and 4.1(d), which shall survive the Closing for a period of one (1) month. The representation and warranty in Sections 4.1(b), 4.1(c) and 4.1(d) shall expire on the one (1) month anniversary of the Closing Date. Except with respect to breach of the confidentiality obligations in Section 5.1, none of the covenants or other agreements contained in this Agreement shall survive the Closing other than those which by their terms contemplate performance after Closing and each such surviving covenant or agreement shall survive the Closing only until the earlier of (a) their performance and (b) the three (3) month anniversary of the Closing Date.

Section 6.3 Disclaimer.

(a) Except as otherwise provided herein, Buyer acknowledges and agrees that (i) Seller makes no, and has not made any, and Buyer is not relying on any, representation or warranty (express, implied or otherwise), and all representations and warranties are hereby disclaimed, (ii) the Assigned Patent(s) and/or Patent Application(s) are assigned hereunder on an “as-is” basis, and (iii) any estimate, projection, prediction, forecast, data, opinions, information, documentation, memorandum, presentation or any other materials or information provided, made available or addressed to Buyer or any of its representatives, and any management presentation, communication or otherwise, are not and shall not be deemed to be or include representations or warranties.

(b) Except as otherwise provided herein, Seller hereby disclaims any representation or warranty (i) that any of the Assigned Patent(s) and/or Patent Application(s) could not or will not be invalidated or otherwise become the subject of proceedings challenging Seller’s rights with respect to any of the Assigned Patent(s) and/or Patent Application(s), (ii) that any patent will issue on any patent application included in the Assigned Patent(s) and/or Patent Application(s), (iii) of merchantability or fitness for a particular purpose, or (iv) that the manufacture, use, sale, importation or other exploitation of any products, technology or services could not or will not be the subject of any intellectual property infringement or misappropriation claims of any third party (whether or not such products, technology or services are covered by the claims of any of the Assigned Patent(s) and/or Patent Application(s)).

ARTICLE VII

GENERAL PROVISIONS

Section 7.1 Expenses. Except as otherwise set forth herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the Party incurring such costs and expenses.

Section 7.2 Notices. All notices, requests, demands, claims and other communications hereunder shall be provided in writing, duly signed by the Party giving such notice, and delivered or mailed by first class mail to the addresses provided at the beginning of this Agreement.

Section 7.3 Agreement-Rights Assignment. Neither this Agreement nor any rights, interests or obligations hereunder shall be assigned or delegated by either Party (whether by operation of law or otherwise) without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned, or delayed, and except that either party may assign this Agreement as part of a sale of all or substantially all of its assets.

Section 7.4 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

Section 7.5 Entire Agreement. This Agreement (including appendices) constitutes the entire agreement by and between Seller and Buyer and their respective Affiliates and supersedes any prior agreements or representations by or between Seller and Buyer (including any executed Non-Disclosure Agreement), whether written or oral, with respect to the subject matter hereof. In the event there is any inconsistency or conflict between the terms of this Agreement and the terms of the Patent Assignment, the terms of this Agreement shall control and govern.

Section 7.6 Governing Law. This Agreement (and all actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Buyer or Seller in the negotiation, administration, performance and enforcement thereof, shall be governed by and construed in accordance with the internal laws of the State of [SELLER STATE] without giving effect to any choice or conflict of law provision or rule (whether of the State of [SELLER STATE] or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of [SELLER STATE].

Section 7.7 Dispute Resolution.

(a) The Parties shall attempt to resolve any dispute or difference that may arise between them in relation to or in connection with this Agreement or the breach, termination or validity thereof (“Dispute”) by meeting to discuss and identify a resolution of the Dispute.

 

The above meeting shall be held in a timely manner after one party has given written notice to the other Party that a Dispute has arisen (“Notice”). If the Dispute has not been resolved for any reason within forty (40) days of the receipt by a Party of Notice, either Party may initiate binding arbitration as provided in this Section 7.8.

(b) Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

(c) Notwithstanding anything in this Agreement, prior to the appointment of the arbitral tribunal, no Party shall be precluded from seeking provisional remedies in the courts including, but not limited to actions to compel arbitration or seeking, temporary restraining orders or preliminary injunctions, to protect its rights and interests, but such proceedings shall not be used as a means of delaying or avoiding the dispute resolution process set out in this Agreement. Each Party unconditionally and irrevocably agrees to submit to the non-exclusive jurisdiction of the state and federal courts located in [SELLER CITY], [SELLER STATE] for the purpose of any proceedings in aid of arbitration and for pre-arbitral attachment or a pre-arbitral injunction to maintain the status quo or prevent irreparable harm prior to the appointment of the arbitral panel, and for the enforcement of any award or decision of the arbitrators duly appointed under this Agreement. Each Party unconditionally and irrevocably waives any objections which they may have now or in the future to the jurisdiction of the state and federal courts located in [SELLER STATE] for such purpose, including without limitation objections by reason of lack of personal jurisdiction, improper venue, or inconvenient forum.

Section 7.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be executed by electronic signature.

Section 7.9 WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

Section 7.10 Specific Performance. Each Party acknowledges and agrees that the other Party may be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached, and that money damages or other legal remedies may not be an adequate remedy for any such damages. It is accordingly agreed that (i) the Parties shall be entitled to seek (in a court of competent jurisdiction as set forth in Section 7.8) an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement (including Seller’s obligation to effect the Closing upon Buyer’s satisfaction of the conditions to Closing as set forth herein), without bond or other security being required, this being in addition to any remedy to which they are entitled under this Agreement, and (ii) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, neither Seller nor Buyer would have entered into this Agreement.

Section 7.11 No Third-Party Beneficiaries. This Agreement is for the benefit of the Parties and, except for IP Prism, nothing in this Agreement express or implied shall be construed to give any person, other than the Parties’ respective successors and assigns, any legal or equitable rights under this Agreement.

Section 7.12 The headings in this Agreement are inserted for convenience only and shall be ignored in construing the Agreement.

[Remainder of page intentionally left blank; signature page follows.]

 

 

IN WITNESS WHEREOF, Buyer and Seller have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

[Signature Page to Patent Sale Agreement]

Appendix A: Schedule 1

As referred to in the Agreement, the Assigned Patent(s) and/or Patent Application(s) involved in the patent sale defined by the Agreement include each of any below-listed patent and each of any below-listed patent application and include only the patent(s) and/or patent application(s) listed below:

[PATENTS]

Buyer's Initials: _______

Seller's Initials: _______