TechnologyPurchaseandLicenseAgreement技术销售及许可协议docWord格式文档下载.docx

1、and:BBB LTD.a private company incorporated under the laws of the State of _（Address） （hereinafter called, the COMPANY ）WHEREAS, AAA has developed and owns the Project and the Technology, as defined and specified below; andWHEREAS, The Company desires to purchase from AAA, and AAA desires to sell to

2、the Company, the Project and the Projects Technology, and to grant the Company an exclusive license to use the Other Technology within the Companys Field of License, all as defined and specified below and subject to the terms and conditions set forth herein;NOW, THEREFORE, the parties hereto hereby

3、agree as follows:1. DEFINITIONS.In this Technology Purchase and License Agreement the following words and expressions shall bear the meanings set opposite them:the Agreement this Technology Purchase and License Agreement, the preamble and all exhibits and schedules thereto; Improvements all improvem

4、ents, enhancements or modifications to the Projects Technology made by either party during the term of this Agreement; Global Patent the Global Patent Assignment in the form attached to Assignment this Agreement as EXHIBIT A;the Patents the patents and patent applications, as identified in EXHIBIT B

5、 hereto;the Project An in vivo video camera and an autonomous video endoscope, including a swallowable capsule with a camera and an optical system, a transmitter and a reception system;the Technology the existing unclassified documented know-how and intellectual property developed by AAA, and specif

6、ically used at AAA for the Project, including the Patents and other patents and patent applications, if any, the prototypes, drawings, designs, diagrams, computer programs and their sources, design assurance data and other tangible technical information used at AAA for the Project;the Projects the P

7、atents, the prototypes, and such other part of Technology Technology which was developed by AAA specifically for the Project;the Other any Technology other than the Projects Technology, Technology and which shall, when delivered in tangible form to the Company, be marked as Other Technology the Comp

8、anys the license granted by AAA to the Company under License SECTION 3.2 hereof;the Companys the commercial exploitation of the Project and Field of License products to be developed or derived therefrom;the AAA the license granted by the Company to AAA under License SECTION 7.1 hereof;the AAAs Field

9、 any military and/or security application of the of License Projects Technology.2. AAAS REPRESENTATIONS.The Technology has been developed and is owned solely by AAA, and AAAs rights therein are free and clear of any lien, charge, claim, preemptive right or any other encumbrance or third party rights

10、. Neither the execution and delivery of this Agreement nor, to AAAs best knowledge and without having conducted any special investigation, the use by the Company of the Technology, shall violate or infringe the rights of any other person, firm or entity, nor has any person, firm or entity made or th

11、reatened AAA with any claim that will interfere with the Companys use of the Project or the Projects Technology in accordance with the terms of this Agreement, and nor will the execution, delivery or performance by AAA of this Agreement constitute a breach of any law, agreement or instrument to whic

12、h AAA is a party or by which it is bound.3. SALE AND LICENSE OF TECHNOLOGY.3.1 AAA hereby sells to the Company, and the Company hereby purchases from AAA, all of AAAs right, title and interest in and to the Project and the Projects Technology, free and clear of any lien, charge, claim, license, pree

13、mptive right or any other encumbrance or third party right, except for the AAA License, as provided for under SECTION 7 below and the restrictions on the Companys use thereof as provided for under SECTION 3.3 below. In order to give full effect to this transaction, AAA shall deliver to the Company,

14、together with this Agreement, the GLOBAL PATENT ASSIGNMENT, duly signed by AAA. AAA agrees to execute upon the request of the Company such additional instruments, applications, declarations and forms, as may be necessary under any relevant law or as may be required by any official or authority, to c

15、ontinue, secure, defend, register and otherwise give full effect to, and perfect the rights of the Company under the Global Patent Assignment in the Patents, including to register the assignment of each Patent in the name of the Company.3.2 （a） AAA hereby grants to the Company, and the Company hereb

16、y accepts, a world-wide, exclusive, royalty-free, and perpetual license to use the Other Technology, solely for the purpose of the commercial exploitation of the Project （the COMPANYS LICENSE ）. The Companys License shall be transferable only in accordance with the provisions of Section 6 below.（b）

17、Except for AAAs limited right to rescind the Companys License as specifically provided in Section 3.3 below, the Companys License shall be irrevocable and the only remedies for any breach of its terms shall be damages and/or injunctive reliefs.（c） The Companys License granted hereby shall be effecti

18、ve upon the execution and delivery of this Agreement, without necessity for any further action or writing, subject however to the payment by the Company of the consideration as provided in SECTION 5 below. Upon the Companys written request, AAA shall forthwith confirm in writing the Companys License

19、 and, at the Companys expense, shall execute any forms or instruments necessary for the filing, registering, perfecting, defending and recording of the Companys License at any appropriate governmental offices or other competent authorities, in _（Country） or abroad.（d） Subject to the Companys License

20、 granted hereby, AAA shall retain all rights in the Other Technology as the sole owner thereof.3.3 The use of the Other Technology by the Company contrary to the provisions of this SECTION 3.2（a） shall constitute a material breach of this Agreement, and unless the Company shall cease making such use

21、 within thirty （30） days from receiving AAAs first written notice of same, AAA shall be entitled to rescind the Companys License by giving the Company a written notice to that effect.4. TANGIBLES, TECHNICAL SUPPORT AND PERSONNEL.4.1 As soon as practicable following the signing hereof, AAA shall deli

22、ver to the Company all the tangible Projects Technology.4.2 For the exploitation of the Project by the Company, from time to time as shall be coordinated between the Company and AAA, at the Companys request and subject to AAAs security restrictions and available manpower and facilities, AAA shall pr

23、ovide the Company with: （i） technical support, such as AAAs available work space, manpower （for which the Company shall pay according to AAAs Cost rate plus 10%）, laboratories, apparatus and other equipment required, provided, however, that the Company shall be liable for any loss or damage to AAA o

24、r to any third party caused by any of the Companys personnel （unless the person who caused such loss or damage was acting in accordance with AAAs written instructions）, and that the Company shall maintain during such period adequate insurances covering such liabilities; （ii） reasonable assistance in

25、 technical guidance and instructions regarding the Technology, as shall be required for the Companys technical staff to gain acquaintance thereof for the purpose of the Project; and （iii） free access to AAAs existing documentation as required for completing and documenting the Project by the Company

26、s technical staff, consultants and other experts employed thereby.4.3 The Company may request AAA from time to time that employees of AAA will provide consulting or other services similar in nature to the Company in connection with the Project, and AAA shall give due consideration to such requests o

27、n a case by case basis, subject to the availability of such employee, the provisions of the State Service Regulations （? ?） and customary terms of AAA for such purpose.5. CONSIDERATION.In consideration for the Project, the Projects Technology and the Companys License, the Company shall pay AAA the a

28、mount of _（$,_）. Payment shall be in NIS, calculated according to the representative rate of exchange as published by the Bank of _（Country） immediately prior to when payment is effected, plus V.A.T. at the applicable rate, against delivery by AAA of a tax invoice in the Companys name.6. TRANSFERABI

29、LITY OF OTHER TECHNOLOGY.Any transfer license or sub-license by the Company （a TRANSFER ） of any currently existing Other Technology which is not in the public domain, or any of the Companys rights under Sections 4, 8, 10 and/or 11 of this Agreement, to any third party shall be limited at all times

30、for use only within the Companys Field of License, and further, shall be conditioned upon the prior written consent of AAA, which consent shall not be unreasonably withheld, except for a Transfer to an affiliate which shall not require such consent. The term affiliate shall mean, an entity which sha

31、ll first agree to abide by the terms hereof, and in which either the Company or RDC - AAA Development Corporation Ltd. shall hold at the time of such Transfer, directly, the majority of voting rights assuring the effective control therein in a permanent fashion, and such control shall be maintained at all times unless AAA has otherwise consented in writing and in advance, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, AAAs rights under the AAA License shall in