PREC. IX.

part of the licensee to be observed and performed have been
observed and performed up to this present time: AND THE PUR-
CHASER doth hereby covenant with the vendor that he will as from
the said
day of — last (c) pay the royalties and other
sums by the said licence reserved and also will perform and observe
all the covenants and conditions therein contained and on the part
of the licensee henceforth to be performed and observed and keep
the vendor indemnified against all actions claims and expenses in
respect of the same royalties sums covenants and conditions or any
of them respectively (d).

(c) If the assignment is dated on a half-yearly day, say "henceforth" only. Or if so arranged the vendor can satisfy royalties up to date, and the covenant can be made to apply only to future royalties.

(d) The covenants by the licensee are personal to him and binding through the term, unless otherwise expressed. See ante, p. 128.

(e) The deed should be registered, see ante, pp. 23, 24.

X.

ASSIGNMENT of a LICENCE-the Licensor being a Party (a).

THIS INDENTURE made &c. BETWEEN A. B. of &c.
(hereinafter called "the vendor") of the first part E. F. of &c.
(hereinafter called "the licensor") of the second part and C. D.
of &c. (hereinafter called "the purchaser") of the third part
[Recite as in last precedent with any necessary variations]: AND
WHEREAS in the said licence it is provided that the licensee shall
not assign the same without the consent in writing of the licensor :
AND WHEREAS the licensor hath agreed to enter into these presents
in order to testify his consent to the assignment of the said licence
to the purchaser upon the terms that the purchaser shall covenant
with him as hereinafter expressed. NOW THIS INDENTURE
WITNESSETH that in pursuance of the said agreements in this
behalf and in consideration of the sum of £- this day paid to

the vendor by the purchaser (the receipt whereof is hereby acknow-
ledged) and also in consideration of the premises he the vendor
as beneficial owner doth hereby assign and he the licensor by the
direction of the vendor as such beneficial owner doth hereby con-
firm unto the purchaser ALL THAT licence dated &c. and the full
benefit thereof TO HOLD the same unto the purchaser and his
assigns subject to the covenants and conditions therein contained
and henceforth on the part of the licensee to be performed or
observed: AND THE VENDOR doth hereby covenant &c. [As to
the validity of the licence as in last precedent]: AND THE LICENSOR
doth hereby covenant with the purchaser that notwithstanding &c.
[Covenants as to the validity of the patent as in Assignment I., ante,
adding" and he now hath full power to confirm the said licence in
manner aforesaid"]: AND THE PURCHASER doth hereby covenant
with the vendor and as a separate covenant also with the licensor
and his assigns (b) that he the purchaser will as from the said
day of
last (c) pay the royalties and other sums
by the said licence reserved and also will perform and observe all

(a) See last precedent as to the licensor not being a party. As to the covenants in a licence binding the assigns of the licensee, see post, Chapter on "Licences," pp. 185, 186.

(b) The benefit of these covenants as choses in action can be assigned by the licensor both at law and in equity. See now the Judicature Act, 1873 (36 & 37 Vict. c. 66), s. 25, sub-s. 6.

(c) Or "from henceforth," as arranged.

PREC. X.

PREC. X.

the covenants and conditions therein contained and on the part of the licensee henceforth to be performed and observed and doth hereby also covenant with the vendor that he the purchaser will henceforth keep the vendor indemnified against all actions claims demands and expenses in respect of the said royalties covenants and conditions or any of them respectively: PROVIDED ALWAYS vendor be not that nothing herein contained shall be construed or operate so as to absolve the vendor as against the licensor or his assigns from any of his obligations under the said licence.

Proviso that

released from

his obligations under

the licence.

IN WITNESS, &c.

THE SCHEDule.

XI.

DEED OF PARTITION of a Patent.

as

PREC. XI.

the third one every two to of the rights

over the district allotted

THIS INDENTURE made &c. BETWEEN A. B. of &c. of the first part C. D. of &c. of the second part and E. F. of &c. of the third part [Recite grant of patent to the parties jointly]: AND Recitals. WHEREAS the said parties have agreed to make such partition of Grant of their rights under the said letters patent as hereinafter expressed: patent to all jointly. AND WHEREAS it has also been agreed that for equality of partition the said A. B. shall pay to the said E. F. the sum of £A and the for partition. Agreement said C. D. shall pay to the said E. F. the sum of £B. NOW Sums to be THIS INDENTURE WITNESSETH that in pursuance of paid for the said agreement in this behalf and in consideration of the sum equality. of £a this day paid by the said A. B. to the said E. F. and of the Testatum. sum of £в this day paid by the said C. D. to the said E. F. Release by (the receipt of which sums of £A and £в respectively the said E. F. doth hereby acknowledge) and also in consideration of the premises every two of them the said A. B. C. D. and E. F. beneficial owners respectively according to the terms of the said letters patent do and each of them doth hereby assign and release unto the third of them ALL THOSE the said invention and letters patent and the sole and exclusive benefit thereof and of every extension thereof and all rights powers emoluments and advantages whatsoever under or in respect of the said letters patent for the districts or places mentioned opposite the name of such third person in the Schedule hereto but not for any other district or place To HOLD use exercise and enjoy the said premises unto and by such third person aforesaid and his assigns absolutely (a). AND IT IS HEREBY AGREED AND DE- Mutual CLARED that the amounts of the respective fees for the renewal Fees borne in of the said letters patent and any other letters patent for the time certain probeing subject hereto respectively shall be borne by and between portions. the said parties in the following proportions namely as to the said

A. B.

-ths as to the said C. D.

-ths and as to the said

to him.

covenants.

E. F. -ths and that any moneys paid in this respect &c. [as in Assignment IV., ante, p. 145, using the term " any party' instead of "owner," and "parties" instead of "owners"]: AND ImproveALSO that each party shall from time to time after making any improvement in &c. [mutual covenant as to improvements, &c. as in Assignment IV., ante, using the term "party" for "owner," but

(a) Any covenant as to the validity of the patent seems hardly necessary.

ments, &c.

PREC. XI. providing that the letters patent or rights shall be "held by the parties respectively for the same districts or places and otherwise The patent to subject to the like terms, &c. " (b)]. AND IT IS HEREBY be in joint custody of all. ALSO AGREED AND DECLARED that the said letters patent respectively shall be in the joint custody of the said parties or in the custody of such person or persons as they shall from time to time jointly appoint for the benefit of the said Transmission parties respectively: AND ALSO that except where in any case the context requires a different interpretation the expression "the said A. B." or "the said C. D." or "the said E. F." or other expressions referring to any party hereto whenever used herein shall extend and be construed also to apply as far as possible to the assigns of the person so designated.

clause.

IN WITNESS, &c. (c).

(b) A covenant as to any extension of the patent is omitted, as no party is a vendor (see Assignments I. and II.), so that any other party could call upon him to covenant in this respect, and also because the benefits of an extension may vary according to the district. The question is therefore left to future arrangement.

(c) The assignment should be executed as a deed, and be registered See last note to Assignment I., ante.