PREC. V. Improve any owner to be brought in. thereof shall thenceforth bear interest at the rate of 5 per cent. per annum until payment or satisfaction thereof. 10. Each owner shall from time to time &c. [Part of Clause 5 of ments, &c. by last precedent] forthwith give notice thereof in writing to the trustees and the other owners respectively and as and when reasonably required by any owner and at his expense as to actual costs (if any) out of pocket occasioned thereby communicate and explain to him or his agents such improvement addition or discovery and the same shall be considered &c. [ib.] but in case the communicating owner shall intend to apply for letters patent in respect thereof the trustees shall out of the trust estate or by contribution of the owners generally in the proportions respectively aforesaid pay all the current costs &c. [Continue to end of words "communicating owner" in brackets and then as follows] and the trustees shall be entitled to be made co-applicants therefor and the said letters patent or patent rights in respect thereof when obtained shall at the expense of the trust estate or by contribution as aforesaid be vested in the trustees and be held by them as far as possible upon the like trusts and subject to the like terms and conditions as are herein declared and contained in respect of the letters patent herein before expressed to be assigned. Proceedings for extensions. Remuneration moneys subject to other expenses. Power of appointment of new trustees. 11. The vendor shall at the expense of the trust estate or the owners generally in the proportions aforesaid when required by the trustees so to do as authorized by a majority of the owners being one-third at least in value of whom the vendor may be one execute and do all assurances and things necessary or convenient for enabling the trustees to obtain and as such exclusively hold and enjoy any extension of the said letters patent as shall be reasonably required (h). 12. Each trustee shall be entitled half-yearly and so proportionately for any shorter period during his trusteeship to a sum of £for his services hereunder payable however as to each half-year out of the trust moneys (if any) at the end thereof available for such purpose after satisfaction of or making due provision for all fees and other costs expenses and liabilities (if any) then due from or incurred by the trustees in respect of the trust premises with power to make up to himself during the period of his trusteeship the deficiency (if any) for any half-year in respect of the said sum out of the trust moneys properly available for the purpose as aforesaid which shall be in or come to the hands of the trustees in any subsequent half-year or half-years but such sum shall not be a debt due from any of the owners personally. 13. The power of removing any trustee and also of appointing a new trustee or new trustees hereof shall vest in the majority in value being one-third at least in number of the owners (i). (h) As to extensions, see ante, p. 19. () As to appointments of new trustees, see the Conveyancing Act, 1881, sects. 31-34, and the Conveyancing Act, 1882. PREC. VI. Grant of share. VI. ASSIGNMENT by a Patentee of a SHARE of a Patent-the THIS INDENTURE made &c. BETWEEN A. B. of &c. (hereinafter called "the assignor") of the one part and C. D. of &c. (hereinafter called "the assignee") of the other part [recite as in 1st Testatum. Assignment IV., ante). NOW THIS INDENTURE WITNESSETH that in consideration &c. he the assignor as beneficial owner doth hereby assign unto the assignee one-twelfth share of and in ALL THOSE the said invention and letters patent and all extensions thereof and of and in all rights powers emoluments and advantages whatsoever under or in respect of the said letters patent: EXCEPT AND RESERVING unto the assignor and his assigns to the extent and according to the conditions hereinafter appearing a right of user of the said premises (b): TO HOLD the said premises unto the assignee and his assigns subject as hereinafter expressed: AND THE ASSIGNOR doth hereby covenant with the assignee &c. [as to the validity of the patent as in Assignment I., ante]: AND THAT the assignor or his assigns will at the expense of the assignee or his assigns execute and do all such assurances and things necessary or convenient for enabling him or them to obtain and exclusively hold and enjoy subject to the conditions in this behalf hereinafter appearing the sole and exclusive benefit of one-twelfth share of and in every extension of the said letters patent as shall be reasonably required by him or them (c). AND THIS INDENTURE ALSO WITNESSETH that in pursuance of the said agreement in this behalf and in consideration of the premises IT IS HEREBY AGREED AND DECLARED as follows: Covenants. Validity of patent. Benefit of extension. 2nd Testatum. Agreement and declaration. Assignor to have exclusive use of the 1. The right of user herein before excepted and reserved to the assignor and his assigns (hereinafter termed "the licence") shall (a) As to assignment of shares generally, see pp. 121-127, ante, and the nature of the above kind of assignment, p. 126, ante. (b) The object of inserting this exception and reservation is to obtain a recognition on the register of the legal rights of the assignor in respect of the share, as otherwise the technical question might be raised that the assignee obtaining a legal interest could not by the same deed grant to the assignor another legal interest (a licence) out of it. Registration will only be of legal rights or interests (sect. 85 of the new act, and ante, pp. 23, 24). (c) The assignor is under no obligation to apply for any extension. PREC. VI. be the sole and exclusive right to use the said one-twelfth share herein before assigned of the said invention and letters patent and share subject of a like share of any other invention and the letters patent to conditions. (if any) in respect thereof for the time being during the subsistence of every such letters patent and extension (if any) thereof but subject as hereinafter provided. licence until breaches as 2. During the continuance of the licence until any breach (d) by During the assignor of any covenant or condition herein contained and on his part to be performed or observed the assignor shall be un- signor may restricted in the grant of licences at royalties (but not at any grant licences premiums) in respect of the said letters patent respectively except of entirety at that the said licences shall be as to the entirety and not any mere any royalties, and pay share in the same respectively: PROVIDED ALWAYS that the assignor shall within days of the receipt by him of any royalties share of assignee his under any of the said licences and notwithstanding the determina- royalties. tion (if so) of the licence aforesaid pay to the assignee one-twelfth part thereof respectively. day of Royalties to assignee on 3. Except as aforesaid all licences in respect of the said letters Other licences patent respectively whether at premiums or royalties or otherwise to be granted and whether during the continuance of the licence or after they the parties jointly. revocation thereof (if any) shall only be granted by the said parties jointly and the premiums royalties or other sums payable thereunder shall be divisible between them in the shares in which they shall be entitled to the said letters patent respectively. 4. The assignor shall half-yearly on every and day of during the continuance of the licence be paid to pay to the assignee in respect of each patent article manufactured patent by him according to any invention subject hereto and in the half- articles sold year then ended sold by him one-twelfth part of a royalty of by assignor. shillings (e): PROVIDED ALWAYS (f) that every sum not Bad debts, &c. being less than £which may be owing to the assignor from provided for. any single person firm or company or persons jointly as the price of articles sold by him in any half-year aforesaid shall be treated in the accounts therefor as having been then actually paid to the assignor and every sum of whatever amount which at the end of some half-year aforesaid during the continuance of the licence. shall have been owing to the assignor as aforesaid for calendar months or more shall unless the assignor shall show to (d) This must be apparently a breach that the assignee may choose to avail himself of, as the above restriction is plainly inserted for his benefit only. In a lease a proviso that the term shall cease on a breach by the lessee will operate only at the election of the lessor. See Woodfall on Landlord and Tenant as to voidable leases and forfeiture, pp. 178 and 285 (11th edition). (e) The royalty might be put on the manufacture only, so as to avoid the provisions as to bad debts and articles in assignor's possession at the end of the licence. See Sp. Cl. 2, 4, p. 228, post, for provisions as to royalties both on manufacture and sale, or with an option to the licensee as to variation of royalties. (f) Omit this proviso, if the royalties are only to be on the manufactures. See Sp. Cl. 17 (post, p. 232), for a proviso in similar language; and see the notes thereto. PREC. VI. Restrictions on assignment, &c. by assignor of any part of patent or licence. Payment of the satisfaction of the assignee that he had taken all reasonable means to recover the said sum be treated in the accounts for that half-year as having been actually paid to the assignor but except as aforesaid and subject to his accounting for any moneys as and when received by him (if at all) in respect of any debts owing to him as aforesaid no debts at the end of any half-year aforesaid remaining owing to the assignor for articles sold by him as aforesaid shall be treated in such accounts as moneys actually received by him. 5. Except by way of granting any licence as aforesaid the assignor shall not without the written consent or concurrence of the assignee assign charge mortgage or in any way dispose of or attempt to dispose of the said licence or any part share or other interest of or in the said letters patent respectively (g). 6. The amounts of the respective fees for the renewal of the said renewal fees. letters patent respectively shall be borne by and between the said parties in the proportion of their respective shares aforesaid and any moneys paid in this respect by either party which are properly payable by the other party shall be repaid on demand and together with interest thereon at the rate of 5 per cent. per annum from the time of demand shall be a charge on the interest of the latter in the letters patent and premises then comprised herein. Accounts assignor. settlement of accounts. 7. The assignor shall during the continuance of the licence keep kept, &c. by at his usual or chief place of business all proper books of account &c. [Clause 6 of Assignment IV., ante, with the necessary variations.] Half-yearly 8. The assignor shall at the end of each half-year aforesaid statement and deliver or send to the assignee a statement of account for the purposes of the payments to be made to the assignee for the half-year then ended as aforesaid and shall if required by the assignee but at the expense of the assignor verify or procure some fitting person in his employ to verify the said statement or any part thereof by statutory declaration and subject to such verification pay the sum due on such account to the assignee forthwith. Mutual improvements, &c. to be brought in. Inspection of factory. 9. Each party shall from time to time after making any improvement in or addition to the said invention &c. _ [Člause 5 of Assignment IV., ante, with the necessary variations (h).] 10. The assignee by himself or his agents shall be at liberty at all reasonable times during the continuance of the said licence and afterwards for such period as shall be necessary or convenient to him to enter any factory or place of business of the assignor to ascertain the state and extent of the manufacture or sale of the said articles or for other the purposes hereof (i). (g) This clause is inserted to enable the assignee in the above instrument to have a voice (if possible) in any arrangements by the assignor with the new purchasers, &c., as to the future working of the patents. A breach of the clause will, as provided later, enable the assignee to rescind the licence granted by him. (h) Or the above might be made a covenant by the assignor alone to bring in any improvements, &c., made by him. For other clauses as to improvements, &c., see Forms 15 and 16, ante, pp. 52, 53, and Sp. Cl. 44, 45, post, p. 240. (i) As to such a clause, see post, Chapter on "Licences," p. 212. For a variation of the above, see Sp. Cl. 35, post, p. 238. |