same verify or procure some fitting person in his own employ to PREC. IV. inspect factories, &c. of other owners. 8. Each owner or his agents shall be at liberty at all reasonable Liberty for times during the continuance of any letters patent subject hereto each owner to and afterwards for such period as shall be necessary or convenient to him for any of the purposes hereof to enter any factory or place of business of any other owner to ascertain the state and extent of the manufacture or sale of the said articles or for other the purposes hereof. articles unsold on deter mination of 8a (i). [In taking the final accounts between the respective Reduced owners each shall be debited as to each article aforesaid then in his royalties on possession and remaining unsold with the reduced royalty of shillings less his proportion thereof according to his share in the letters patent in lieu of the royalty less as aforesaid in respect of patents. the sale by him of such article as hereinbefore provided which reduced royalty less as aforesaid shall accordingly be divisible in the said accounts in respect thereof between the other owners in the proportion of their respective shares aforesaid.] 9. The assignor hereby acknowledges the right of the assignee, Acknowledg-&c. [Acknowledgment, &c., as in Assignment II., ante]. IN WITNESS, &c. (j). ment, &c. as to letters patent. FIRST SCHEDule. SECOND SCHEdule. (i) This clause is, of course, to be inserted only if royalties are made pay able on sales. See note (f), ante. (j) The deed should be registered. For a clause as to service of notices, use Sp. Cl. 51, post, p. 242. V. PREC. V. ASSIGNMENT of a Patent to TRUSTEES for Co-owners in UNEQUAL SHARES EXCLUSIVE LICENCE for a particular District to be granted to each Co-owner at ROYALTIES-POWER OF SALE and general Powers of LICENSING in the Trustees-TRUST MONEYS divisible Half-yearly-REMUNERATION to the Trustees (a). Recitals. &c. Further agreement to assign to the trustees. THIS INDENTURE made &c. BETWEEN A. B. of &c. (hereinafter called "the vendor") of the first part C. D. of &c. E. F. of &c. and G. H. of &c. (hereinafter called "the purchasers") of the second part H. K. of &c. and L. M. of &c. [trustees] of the third part and every person who as mentioned in Clause I hereof shall execute these presents or otherwise bind himself hereto of the fourth part (b) [Recitals as to the claim, grant, &c. (c)]: AND WHEREAS Claim, grant, the vendor has agreed with the purchasers for the sale to them respectively of shares in the said letters patent and every extension thereof namely to the said C. D. one-fifth share at the price of £and to the said E. F. one two-fifths share at the price of £ and to the said G. H. one-tenth share at the price of £: AND WHEREAS the vendor and purchasers have agreed that the said letters patent shall be assigned to the said H. K. and L. M. upon the trusts and otherwise subject as hereinafter expressed. NOW THIS INDENTURE WITNESSETH that in pursuance of the said agreement in this behalf and in consideration as to the said C. D. of the sum of £ and as to the said E. F. of the sum of £ and as to the said G. H. of the sum of £- now paid to the vendor by the purchasers respectively (the receipt of which several sums the vendor doth hereby acknowledge) and otherwise in consideration of the premises he the vendor as beneficial owner subject to the said agreement for sale doth hereby assign: And each of them the purchasers as beneficial owner in respect of his share under the said agreement as aforesaid doth hereby assign unto the the said H. K. and L. M. ALL THOSE the said invention and letters patent and the sole and exclusive benefit thereof and of all extensions thereof and all rights powers emoluments and advantages Assignment of patent to the trustees. (a) As to this kind of assignment, see ante, pp. 124-126. In the last precedent no trustees are introduced. (b) As to the parties of the fourth part, see ante, p. 124. PREC. V. whatsoever under or in respect of the said letters patent To HOLD the said premises unto the said H. K. and L. M. and their assigns upon trust for the vendor and purchasers respectively as tenants in common in the following shares namely as to the vendor threetenths as to the said C. D. one-fifth as to the said E. F. two-fifths and as to the said G. H. one-tenth but nevertheless subject to the covenants and conditions hereinafter contained: AND THE VENDOR Covenant as doth hereby covenant with the said H. K. and L. M. jointly (d) to validity of and also with each of the purchasers separately that notwithstand- patent. ing anything by the vendor done omitted or knowingly suffered the said letters patent are now valid and subsisting and not void or voidable. AND THIS INDENTURE ALSO WITNESS- 2nd Testatum. ETH that in pursuance of the said agreement in this behalf and Agreement in consideration of the premises IT IS HEREBY AGREED tion. AND DECLARED as follows: and declara "" owners, 1. The term "the trustees" shall mean the said H. K. and Definition of L. M. or the survivor of them or other the trustees or trustee "trustees," hereof for the time being and the term "owner "shall mean and "shares." either the actual beneficial owner for the time being of any share in the trust premises or in case such beneficial owner shall not then already as a party hereto of the first second or fourth part have executed these presents or otherwise have bound himself to perform and observe the obligations herein contained and in respect of such share to be performed and observed then the beneficial owner or last of the beneficial owners through whom he shall have derived the title to such share who shall have bound himself as aforesaid and the term "shares" shall mean the shares into which the trust premises shall for the time being be divisible between the owners. 2. The said H. K. and L. M. shall immediately after the execution hereof grant to each of them the vendor and purchasers at his expense (including as to the counterpart (e)) an exclusive licence of the said invention and any other patented invention for the time being subject hereto for the district mentioned opposite his name vendor and in the Schedule hereto and in the form given therein. 3. Except according to the terms of any such licence aforesaid as per or any other or further licence granted to him by the trustees Schedule. under the power in this behalf hereinafter contained no owner shall be entitled to use any patented invention aforesaid. Trustees to grant exclu sive licences for certain districts to the purchasers respectively No owner except by licence of the vention. 4. The trustees shall at any time during the continuance hereof trustees to at the request in writing of a majority in value being one-third at use the inleast in number of the owners sell the said letters patent or any other letters patent then comprised herein either as to the entirety Trust for sale thereof or for any district or districts subject to the respective majority. licences aforesaid and all other licences (if any) granted under the (d) By sect. 60 of the Conveyancing Act, 1881 (post, p. 381), this covenant will go to the survivor of the trustees. (e) In the absence of agreement, it is presumed that a licensee should pay the expenses of the licence, though not of the counterpart. In the case of a lease, the parties are under like obligations (Jennings v. Major, 8 Carr. & Payne, 61). on request of PREC. V. General power in trustees to But prior notice to be given to owners thereof. provision in this behalf hereinafter contained or with the consent and concurrence of the owner or owners of any such licence freed and discharged from the same at such prices for cash or if to a limited joint stock company for cash shares or debentures payable or issuable at such times and subject to such conditions as the persons comprising such or any other majority in value of the owners being one-third at least in number thereof shall direct or in default of any such direction then as the trustees shall think fit with power for them without the concurrence of any owner except as to his licence as aforesaid to assign to the purchaser or purchasers thereof the premises so sold and to give complete discharges for the purchase-moneys thereof and so that such purchaser or purchasers shall not be obliged to inquire into the title to any of the shares or otherwise as to the propriety or regularity of the sale (ƒ). 5. Subject to any such sale and licences aforesaid the trustees shall from time to time on the requisition in writing of any owner grant licences. or owners grant licences to any owners or other persons or companies respectively (but as to any owner at his expense including as to the counterpart of his licence) of any patented invention aforesaid according to the form given in the Schedule hereto or such other form as the owners may unanimously prescribe for this purpose: PROVIDED ALWAYS that the trustees shall prior to any such grant give to each owner who may be unaware of their intention to make the same or ignorant of the particulars thereof or send to him by post to his last usual or known place of abode or business a written notice of -- - days at least of their intention so to do and of the particulars aforesaid and shall not grant any such licence in case a majority in value being one-third at least in number of the owners shall either together or separately serve the trustees with an objection in writing to the grant thereof but in default of the service of such objection or objections within or at the end of the said period may effectually grant the said licence: PROVIDED ALSO that it shall not be incumbent on any person or persons treating for the grant of any such licence to ascertain if owners object any such objections whatever have been or might be made or to require the concurrence of any owner thereto. No licensee bound to ascertain if to grant. Net trust moneys to be divisible ac 6. All royalties and other sums receivable by the trustees under any of the said licences or from sales of any letters patent or othercording to the wise as aforesaid and all other moneys receivable by them hereunder shall form part of the trust estate and subject to the payment thereout of all costs and expenses herein provided to be shares. (f) See sects. 35 and 36 of the Conveyancing Act, 1881, as to powers of sale, and giving receipts. Trustees, with power of sale and giving receipts, can alone assign (Binks v. Lord Rokeby, 2 Madd. 227); but it is usual for the purchaser to require the concurrence of the beneficiaries (where practicable), in order to obtain covenants for title (Re London Bridge Acts, 13 Sim. 176). See Lewin on Trusts (8th ed. 1885), p. 447. As the owners (if all sui juris) would be entitled, notwithstanding the power or trust for sale, to elect to take the property in its actual state (Davies v. Ashford, 15 Sim. 44; Brown v. Brown, 33 Beav. 399; Sisson v. Giles, 3 De G. Jo. & Sm. 614), the above provision seems necessary, in order to avoid the execution by numerous parties. made shall be held by the trustees in trust for the owners in the PREC. V. proportions of their respective shares. owners and on trust without refer 7. The trustees shall from time to time out of any trust moneys Disposition of in their hands pay and discharge and (if they shall think fit) also the trust set apart any sum in order to provide for the satisfaction of all moneys. or any renewal fees or other costs expenses or liabilities then already due or incurred or which might thereafter become due or be incurred by them in respect of the said trusts or any of them and shall pay or divide the balance (if any) of the said moneys to or amongst the owners in the proportions of their respective shares: PROVIDED ALWAYS that all costs expenses or liabilities aforesaid Expenses not paid discharged or otherwise provided for as aforesaid shall as charged to between the trustees and the owners in respect of whose shares respectively the same shall be payable or incurred by the trustees property be borne by such owners or any one or more of them and in such generally proportions (if any) as the trustees shall think fit without reference ence to shares to the interest of any such owner in the trust premises and shall or change of notwithstanding any change of ownership in any of the shares be ownership, a first charge on the trust premises generally but shall as between but owner the owners themselves in respect of whose shares respectively the paying in said costs expenses or liabilities shall be so payable or incurred be charge on borne by them respectively in the proportions of their respective other shares. shares and so that every sum paid by any owner as demanded by the trustees in respect of any such costs expenses or liabilities which shall be properly payable by any other owner shall together with interest thereon at the rate of 5 per cent. per annum from the time of demand thereof by the owner so paying the same be payable by the other owner aforesaid on demand and shall together with such interest be a charge on the share of the latter in the trust premises. excess to have the patents. 8. All proceedings necessary or suitable for the support pro- Legal protection or defence of any letters patent aforesaid (but in respect of ceedings as to any place or district subject to any provisions contained in any licence aforesaid as to infringements within the same (g)) shall be taken and prosecuted by the trustees whenever a majority in value. of the owners shall in writing require them so to do. and 9. Accounts between the trustees and the respective owners Accounts shall be delivered and settled half-yearly on every day of settled halfyearly. - day of commencing with the day of next but the trustees shall be at liberty at any time to require payment by any owner of any sum found or properly claimed by them to be due to them hereunder whether under any half-yearly account aforesaid or otherwise and in case any owner shall for - days after the trustees shall in writing have required him to pay to them any such sum make default in the payment of the same or any part thereof the said sum or part (9) A licence might provide that the licensee should undertake all actions, &c., for infringement within his district. |