PREC. III. tion and at cost of licen see to take proceedings ment or permit him &c. That no other licences trict are sub- Mutual cove- &c. Proviso for cost defend every proceeding for the revocation of the said letters patent and at all times aforesaid at the request and cost of the licensee or his assigns commence and prosecute all legal or other proceedings in respect of any infringement or suspected infringefor infringement of the said letters patent committed within the said district or permit the licensee or his assigns at the like cost so to do in the name of the licensor or his assigns (h): AND THAT neither the Not to amend licensor nor his assigns will at any time during the continuance of specification. this licence amend the specification for the time being in force at the Patent Office of the said invention without the written consent of the licensee or his assigns but such consent shall not be arbitrarily withheld: AND THAT he the licensor hath not heretofore granted any licence for use of the said invention within the said district: AND THAT neither the licensor nor his assigns will during the subsistence of this licence use the said invention or grant licences in respect thereof or authorize any person whomsoever to use the said invention within the said district: AND EACH of them the said parties hereto doth hereby covenant with the other of them that &c. [Mutual covenant as to improvements &c. as improvements in last Precedent]: PROVIDED ALWAYS that if any royalties or other sums payable hereunder by the licensee or his assigns or any revocation by part thereof respectively shall for any half-year aforesaid be not paid within twenty-one days from the expiration thereof (whether demanded or not) or if the licensee or his assigns shall make default in any other obligation by him herein contained and (in the case of a breach capable of being made good) shall for the space of days after he shall have been served with a notice. in writing by the licensor or his assigns to make good the said breach neglect or omit so to do or if the licensee or his assigns shall become bankrupt or commit any act of bankruptcy whether available for adjudication or not then the licensor or his assigns at any time thereafter and notwithstanding any merely implied waiver by him or them of his or their right so to do may by serving the licensee or his assigns or his or their trustees in bankruptcy (if any) with a notice in writing for this purpose forthwith revoke this licence without prejudice however to the recovery by the licensor or his assigns of any moneys then already due or to any right of action by or on behalf of either party or his assigns Proviso for for past breaches accrued hereunder (i): PROVIDED ALSO that determination if the said letters patent shall from any cause become wholly or as to some material part of the said invention void and incapable of being restored (notwithstanding that any judgment in revocation of the said letters patent to the extent aforesaid shall or shall not be appealed against) (j) the licensee or his assigns may at any licensor on default in payment or breaches &c. of licence if patent void. (h) As to payment of royalties to trustees during the proceedings, see Sp. Cl. 19, ante, p. 233. (i) As to the revocation of a licence, see ante, pp. 218, 219. If the royalties are to be paid to trustees during the proceedings the matter in brackets should be omitted. See ante, p. 206, and Sp. Cl. 19, ante, p. 233. time thereafter by notice in writing served on the licensor or his PREC. III. assigns determine this licence forthwith without prejudice however to the recovery by the licensor or his assigns of any royalties or other sums then already due to the licensor or his assigns hereunder or to any right of action then already accrued to either party or his assigns hereunder (k): AND THE LICENSOR hereby Acknowledgacknowledges the right of the licensee and his assigns to the pro- ment &c. as duction of the said letters patent and any other letters patent in prolongation thereof and to the delivery and right to take copies of the same and hereby undertakes for the safe custody thereof respectively. IN WITNESS &c. (1). to the letters patent. THE SCHEDULE. (k) As to this proviso, see ante, pp. 219, 220. (1) The licence should be registered. See note (1) to Licence I., ante. For a declaration as to service of notices, use Sp. Cl. 51, ante, p. 242. IV. PREC. IV. LICENCE (exclusive) at RENT and ROYALTIES to manufacture and sell Chemicals-FOREIGN CONCESSION held by Licensor to get the RAW MATERIAL-Licensor to supply Licensee with the material at prices-ANALYSES OF CARGOES by Chemists-No rent payable when supply insufficient (a). Recitals. Grant of patent and devolution of title. Foreign con cession to obtain raw material, Licensee established in business. [AGREEMENT IX. carried out.] THIS INDENTURE made the day of &c. BETWEEN A. B. of &c. (hereinafter called "the licensor") of the one part and C. D. of &c. of the other part: WHEREAS by letters patent &c. Grant of patent, and devolution (if any) of title]: AND WHEREAS by an instrument in writing or acte d'autorité dated &c. under the seals of &c. (hereinafter called "the said concession ") the said A. B. has obtained &c. [Recite as in Agreement IX. at p. 84, ante]: AND WHEREAS the said [raw material] is the principal &c. [Recite as in for manufac- Agreement IX. at p. 84, ante]: AND WHEREAS the said C. D. is turing the established at aforesaid as a manufacturer of chemicals of patent chevarious kinds: AND WHEREAS the licensor has agreed to grant the micals. licensee a sole and exclusive licence to manufacture chemicals according to the said invention within the counties of &c. &c. upon the terms hereinafter appearing and to supply him with the [raw material] in certain minimum quantities from time to time upon the terms hereinafter expressed: AND WHEREAS in view of the grant of this licence the licensee hath already purchased from the licensor a considerable quantity of the said [raw material]. NOW THIS INDENTURE WITNESSETH that in pursuance of the said agreement in this behalf and in consideration of the royalties and rent hereinafter reserved and the covenants and agreements on the part of the licensee hereinafter contained the licensor doth hereby grant unto the licensee and his assigns the full sole and exclusive liberty right licence power and authority within the said counties of &c. &c. [hereinafter called "the said district"] to manufacture chemicals according to the said invention and also to Agreement to grant exclusive licence. 1st Testatum. Grant of exclusive licence for district. (a) As to the covenants, &c., in an exclusive licence at rent and royalties, see List, ante, pp. 223-5, and the references there to the pages of the text. PREC. IV. sell (b) the chemicals so manufactured: To HAVE HOLD exercise and enjoy the said licence and premises unto and by the licensee and his assigns for and during all the residue now to come and unexpired of the said term of fourteen years granted by the said letters patent and during any further term for which the said letters patent may be prolonged: AND THE LICENSOR doth Covenants as hereby covenant with the licensee &c. [Covenants as to validity of to validity of patent and right to grant as in Licence II., ante]: AND THIS right to INDENTURE ALSO WITNESSETH that in pursuance of the grant. said agreement in this behalf and in consideration of the premises 2nd Testatum. it is agreed and declared as follows (c) : patent and Covenants. 1. The licensee shall during the continuance of this licence pay Royalties up to the licensor half-yearly on every day of royalties at the rate of and to a minimum on chemicals day of shillings manufacper pound on all chemicals manufactured by the licensee here- tured. under in the half-years then ending respectively and also such further sum (if any) as together with the said royalties shall amount to the sum of £a (hereinafter called "the rent ") [that is to say a sum equal to the amount of royalties on the said chemicals (d)]. lbs. of clause. 2. PROVIDED ALWAYS that if the rent for any half-year shall Average exceed the total amount of royalties due therefor the licensee shall be entitled for any one or more succeeding half-year (so far as necessary for the purpose) for which respectively the total amount of royalties due shall exceed the rent to a remission of so much of the latter excess as will make up to him the excess of payment made in the half-year for which the rent shall have exceeded the royalties due therefor as aforesaid. material. 3. PROVIDED ALSO that in the event of the said concession becom- Proviso as to ing determined or the supply of material from the said Island of non-payment of rent for within the limits aforesaid becoming exhausted or any any half-year other event whereby the licensor shall in any one half-year become if insufficient unable to and in fact not supply to the licensee the said material supply of to the amount of A tons at least as hereinafter provided the rent shall not become payable for such half-year but this proviso shall not affect the obligation of the licensee to pay royalties on the amount of chemicals in the same period actually manufactured by him subject to the operation of Clause 2 hereof (e). 4. The licensor shall for every half-year during the continuance Licensor to of this licence (the first whereof however commencing on the supply licen (b) "To manufacture" includes "to sell." See Thomas v. Hunt, 17 C. B. N. S. 183, and ante, p. 194. (c) The system of clauses is adopted in this and the following precedents of licences, as being most suitable to what may be called the informal part of the deed, as distinguished from that part of it which contains the actual licence and the covenants for title. The words "agreed and declared " stamp the provisions as covenants (E. N. & C. 415, 426); and, where it is stated that a person is to do a thing, he alone is bound to do it (ibid. 426). (d) See note (d) to last Precedent. (e) The licensee may, by Clause 6, obtain material elsewhere, if and while he is insufficiently supplied by the licensor. see half PREC. IV. yearly with minimum weight of raw material acid. day of (f)) supply to the licensee and the licensee shall purchase from him A tons of the said material containing c per cent. at least of acid and at the option of the licensee a further amount not exceeding tons of the said material at fixed prices containing the like minimum percentage of acid and the according to licensee shall pay for the different kinds of such material the percentage of following prices namely for such quantity thereof as after analysis shall be found to contain not less than a per cent. of — acid the price of £- per ton and for such quantity thereof as shall be found as aforesaid to contain в per cent. and not less than c per cent. of acid a price per ton in the same proportion to the said sum of £- — as such lesser percentage of — acid shall bear to the в percentage and all quantities of the said material so purchased if coming from the said Island or elsewhere abroad shall be delivered to the licensee free exship in the river Thames or other place of arrival from abroad and the said prices shall be payable at the end of the respective half-years in which the same shall be purchased. Analysis of material by chemists. Licensee not to sell &c. material except in form of chemicals or purchase 5. Any difference at any time between the parties as to the peracid in the different quantities of material so centage of to be purchased shall be referred to the arbitration of some competent and well-known chemist in Great Britain or of two such chemists one to be appointed by each party hereto and Clause 23 hereof shall with the necessary modifications be applicable to any such reference. 6. The licensee shall not during the continuance of this licence without the written consent of the licensor sell or otherwise dispose of any such material supplied by or through the licensor except in the form of chemicals manufactured according to the specification of the said invention nor (so long as the licensor shall be able and rial elsewhere willing to supply him therewith) purchase or acquire from any unless licensor other person or persons any material aforesaid or other like fail to supply material. other mate him. Books and delivered &c. 7. The licensee shall keep at his usual place of business all accounts kept, proper books of account and make true and complete entries therein. inspection &c. at the earliest opportunities of all particulars necessary or conand accounts venient for any of the purposes hereof of all transactions relating to the manufacture by him of chemicals under this licence and of the like chemicals sold by him hereunder and shall produce the said books to the licensor &c. [Production and inspection of books, and delivery of accounts as in Licence I., omitting reference to assigns"]. And will if and when required by the licensor but at the expense &c. [Verification of statement as in Licence II., ante]. Use of patent mark. 8g). The licensee shall affix on every box packet bottle jar or other receptacle of or containing the said chemicals as and when (f) This might conveniently be six calendar months after date, the licensee being already supplied with material. (g) For other clauses relating to a patent mark or die, see Sp. Cl. 23—27, ante, pp. 234-6. |