the extent of licence in and other miles in radius from &c. to manufacture and PREC. VII. otherwise to use exercise and vend the said invention and ultimately to assign to or vest in him the patent rights aforesaid for the said district at the price of £A payable by instalments as hereinafter provided: NOW THIS INDENTURE WITNESSETH 1st Testatum. that in pursuance of the said agreement in this behalf and in con- Grant of sideration of the sum of £в this day paid to the licensors by the consideration licensee (the receipt whereof is hereby acknowledged) and of the of sum paid covenant by the licensee for payment of the sum of £c (the balance and covenant of the said purchase-money of £A) by instalments and of other to pay balance, covenants and conditions on the part of the licensor hereinafter covenants. contained they the licensors as beneficial owners respectively according to their respective interests as aforesaid do and each of them doth hereby grant unto the licensee and his assigns the full sole and exclusive liberty licence right power and authority within &c. [the district] to use exercise and vend the said invention: To To hold until HAVE hold exercise and enjoy the said premises unto and by the effected if licensee and his assigns henceforth (as hereinafter provided) until licence not the licensee or his assigns shall become entitled absolutely to the previously said invention and letters patent for the said district unless or until this licence shall previously thereto (if at all) be or become revoked or otherwise determined: AND EACH of them the licensors doth Covenant hereby covenant with the licensee that notwithstanding anything (qualified) as by him the covenantor done omitted or knowingly suffered the patent. said letters patent are valid and subsisting and not void or voidable: AND THIS INDENTURE ALSO WITNESSETH 2nd Testatum. that in pursuance of the said agreement in this behalf and in consideration of the premises it is agreed and declared as follows: purchase determined. licensee to 1. The licensee shall pay to the licensors the said sum of £c by Covenant by ten equal instalments of £D each that is to say the sum of £D on day of day of and pay balance instalment in licensor may ___demand payment of any part of un and interest. the in every year by ten halfhenceforth until the said sum of £c shall be satisfied commencing yearly instalwith the day of next but if any instalment shall be ments. in arrear for the space of one calendar month shall on demand in And if any writing pay to the licensors the whole or any part of the unpaid arrear the balance of the said purchase-money including the said instalment together with interest on the said instalment at the rate of per cent. per annum as from the half-yearly day on which the same became due and if the principal sum so demanded shall not paid balance be paid at the time of demand shall thenceforth pay interest thereon at the rate aforesaid until payment thereof: PROVIDED Proviso that ALWAYS that if the licensors shall demand payment of any principal any principal sum as aforesaid they shall not by reason only of the said instal- manded shall ment having become in arrear be at liberty to demand payment of not afterany further principal sum but the demand so made shall operate so creased unless as to accelerate the time or times for payment of the unpaid further balance of the said purchase-money exclusive of the principal sum default, so demanded which balance shall accordingly as far as may be but a demand become payable in the like instalments of £D each on the half- shall operate to accelerate times of pay sum de wards be in PREC. VII. yearly days aforesaid next succeeding the time of such demand until the whole of the said purchase-money shall be paid (e). ment of Payments to cease or (pending appeal) be suspended if patent void. 2. If the said letters patent shall from any cause become wholly or as to some material part of the said invention void the unpaid balance (if any) not then already due of the said purchase-money shall cease to be payable either at all and in that case this licence shall absolutely determine without prejudice to the payment of all moneys then already due or to any right of action by either party then accrued hereunder or (in the event of a successful appeal from any judgment revoking the said letters patent) during the period only for which such judgment shall remain in force and in the event of such an appeal the right of the licensors to payment of the said balance shall revive and the same or so much thereof as shall have fallen due on each half-yearly day (if any) aforesaid within the said period shall become payable at the date of the said judgment on appeal: PROVIDED ALWAYS that the final cesser of payment as aforesaid shall be deemed satisfaction in full to the in damages. licensee of any claim by him for damages or compensation by reason of the said letters patent having become void as aforesaid (d). Final cesser to be deemed satisfaction Clauses 3-6. [For Clause 3, as to use of patent mark, see Licence II., ante; and for Clauses 4-6 as to not assigning, &c. without consent (e), not disputing the validity of the patent, and detecting and giving notice of infringements (e), use Licence III., ante.] Licensors to 7. The licensors shall during the continuance of this licence and pay fees or also after the determination thereof if the same shall take place by permit licensees so to reason of the licensee becoming entitled to the assignment of the do and deduct patent rights for the said district as hereinafter mentioned pay all perform other fees necessary &c. [See Licence III.] &c. and to conditions of patent. Clauses 8-11. [For Clauses 8-11 as to defence of the patent and taking proceedings for infringement, non-amendment of the specification, no other licences having been granted, and non-user, &c. of invention within the district, see Licence III.] (c) This proviso is intended to prevent demands being capriciously made by the licensors at various uncertain times. Only one demand can be made in respect of a single breach. A proviso might of course be introduced, limiting each demand to a particular sum. (d) The patent might become void either from omission to pay the fees, which the licensee can himself by Clause 7 prevent, or by revocation. The only other condition of the patent, besides as to fees, is, according to the present form of a patent (see Form 1, ante, p. 48), to supply the Queen's service with the patent articles. The covenants, the breach of any one of which may have rendered or might render the patent void, will be those as to the validity of the patent, the payment of the fees, and the defence of the patent. No apportionment of any half-yearly instalment can be claimed by the licensor on the patent becoming void. See note (g). (e) This covenant should of course be confined to the duration of the licence only. 12. At any time after the licensee or his assigns shall have paid PREC. VII. all sums due from him as aforesaid the licensors shall at his or their When purrequest and cost execute to him or them an assignment for the said chase-money district of the said letters patent and all patent rights expressed or to execute an intended to be comprised in this licence and such assignment shall assignment contain (amongst other provisions or clauses) covenants by the for the dislicensor &c. [Here refer to the various covenants, &c. in Assignment II., ante, p. 139 (f).] trict. sive use for licensor. licensee of 13. The licensee shall be entitled during the continuance of this Licensee to licence to the sole and exclusive right within the said district to have excluevery improvement or addition to the said invention or new dis- district of all covery useful for the manufacture of which now is (if at improvement3 all) in the knowledge and possession of or which hereafter may be &c. made by made by the licensor as if the same were part of the said invention and if he shall become entitled to an assignment for the said district of the said invention and letters patent as herein provided shall also be entitled to an assignment at his own expense for the said district of the letters patent (if any) which may be granted to the licensor in respect of every such improvement addition or discovery whether made during the continuance of this licence or afterwards and the said assignment shall contain (amongst other provisions or clauses) covenants by the licensor &c. [Here refer to the various covenants, &c. in Assignment II., ante, p. 139]: PROVIDED Notice to be ALWAYS that the licensor shall from time to time after making any given to such improvement addition or discovery to the benefit of which the any improvelicensee shall become entitled as aforesaid forthwith give notice ment &c. and thereof in writing to the licensee and as and when reasonably explanation required by him 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. 14. If any principal sum payable hereunder by the licensee shall Power to calendar months after the if any monies remain unpaid for the space of time when the same became due (whether the same shall be long in arrear demanded or not) or if the licensee shall while any principal or licensee monies aforesaid shall remain unpaid become bankrupt or commit rupt &c. any act of bankruptcy whether available for adjudication or not then the licensors may by notice in writing served on the licensee or his trustees in bankruptcy (if any) revoke this licence but such revocation shall be without prejudice to the recovery by the licensor of any monies then already due or to any right of action by either party for past breaches accrued hereunder (g). afforded. revoke licence become bank determine on 15. If the licensors shall commit a breach of any covenant Power for herein contained and on their part to be performed or observed and licensee to (in the case of a breach capable of being made good) shall for the breach by space of days after they shall have been served with a licensors. notice in writing by the licensee to make good the said breach (f) As to the expediency of such an assignment, see ante, pp. 91, n., 111. (g) By the Apportionment Act, 1870 (33 & 34 Vict. c. 35), sect. 1, periodical payments in the nature of income are to be apportioned. This section would not, therefore, apply to the above case. PREC. VII. neglect or omit so to do then the licensee at any time thereafter may by serving the licensors or either of them with a notice in writing for this purpose forthwith determine this licence and every obligation herein contained on the part of the licensee then remaining to be performed or observed without prejudice however to the recovery by the licensors of any monies then already due or to any right of action for past breaches accrued to either party hereunder. Remaining clauses. [For acknowledgment, &c. as to the letters patent, see Licence III., ante; and for arbitration and transmission clauses, use C. F. 24 and 25, ante, pp. 55, 56.] IN WITNESS, &c. (h). (h) The licence should be registered. See last note to Licence I., ante. For a clause as to service of notices, use Sp. Cl. 51, ante, p. 242. VIII. LICENCE (exclusive) for a District in consideration of a LIFE day of 18 PREC. VIII. Agreement THIS INDENTURE made the BETWEEN A. B. of &c. (hereinafter called "the licensor") of the one part and C. D. of &c. (hereinafter called "the licensee ") of the other part: WHEREAS by letters patent &c. [Grant of patent]: Recitals. AND WHEREAS the licensor has agreed in consideration of an Grant of annuity of £- — for his life (determinable as hereinafter men- patent. tioned) being secured to him by the licensee to grant to him an to grant exclusive licence to use the said invention for the district and licence. otherwise as hereinafter mentioned: AND WHEREAS in pursuance Bond to of the said agreement in this behalf by a bond of even date here- secure the with under the hand and seal of the licensee and executed imme- annuity. diately before the execution hereof the licensee has become bound to the licensor in the penal sum of £- — with a condition therein for avoidance of the same on payment by the licensee to the licensor during his life or until the said licence shall (if at all) become revoked or determined as hereinafter provided except by effluxion of time of the said annuity of £-- by equal half-yearly payments on the day of in every year commencing with the together with the proper proportionate part of the said annuity for the time (if any) which shall elapse between the last of such halfyearly days and the date of the death of the licensor or sooner determination of the said annuity as aforesaid (a): NOW THIS Grant of INDENTURE WITNESSETH that in pursuance of the said licence. agreement in this behalf and in consideration of the premises and also of the covenants and conditions on the part of the licensee hereinafter contained and to be performed and observed by him the licensor as beneficial owner doth hereby grant unto the licensee and his assigns the full sole &c. [To end of the habendum, as in Licence III. AND THE LICENSOR doth hereby covenant with the Covenants as licensee that nothwithstanding anything by him the licensor done to validity of omitted or knowingly suffered the said letters patent are valid and patent and and the day of day of next (a) The Apportionment Act, 1870 (33 & 34 Vict. c. 35, ss. 1, 2), however, provides for such an apportionment. See a precedent of such a bond, post, p. 294, Misc. Prec. right to grant. |