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PREC. IX.

p. 252] and also without prejudice to the performance and observance by the licensee of his obligations (if any) to the licensees or breaches or respectively under the said agreement dated &c. and licence dated bankruptcy of &c. or either of them as aforesaid which might at the time of such licensee. revocation remain to be performed in respect of the sale or supply of the said articles by him to them respectively.

licensee if

19. If the said letters patent shall from any cause whatever Determinabecome wholly or as to some material part of the said invention tion by void (notwithstanding that any judgment in revocation of the said patent void or letters patent to the extent aforesaid shall or shall not be appealed breaches by against) () or if the licensor shall commit a breach &c. [Use licensor. Clause 15 of Licence VII., ante, p. 269] and also without prejudice &c. [As at end of last clause, writing "determination" for "revocation"].

20. At the end or sooner termination of this licence the licensee Reduced shall in respect of each article aforesaid in his possession not then royalties on already sold whether complete or only in course of manufacture articles in possession of or in the possession of his manufacturing licensees (if any) respec- licensee or tively whether complete or only in course of manufacture pay to manufacturthe licensor a reduced royalty thereon respectively of lings in lieu of any royalties on the sale thereof as aforesaid (i). [For a clause as to acknowledgment, &c. use Licence III., and for arbitration and transmission clauses, use Forms 24 and 25, ante, subject to pp. 55, 56.]

IN WITNESS, &c.(j).

shil

ing sublicensees at end of

licence not already

royalties. Remaining clauses.

FIRST SCHEdule.

SECOND SCHedule.

THIRD SCHEdule.

(h) Use Clause 2 of Licence VII. if thought fit as to suspense of royalties during appeal. If such be intended, omit matter in the bracket as to an appeal. See Sp. Cl. 19, ante, p. 233, as to payment to trustees during proceedings.

(i) As to such a clause, see ante, p. 203.

(1) 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.

PREC. X.

Recitals. Grant of patent. Agreement

for licence to

X.

LICENCE (exclusive) for a DISTRICT to a LIMITED COMPANY-— PREMIUM in Cash and Shares-ROYALTIES per Ton according to different Products but after certain date to DECREASE FIVE PER CENT. annually-DIFFERENT RENTS-SUSPENSE of ROYALties and Rents while Licensor omits to proceed for Infringement -SPECIAL PROVISIONS for determination, &c.-REDUCED ROYALTIES ON PRODUCTS IN HAND at end of Licence.

THIS INDENTURE made &c. BETWEEN A. B. of &c. (hereinafter called "the licensor") of the one part and the Company Limited (hereinafter called "the licensees") of the other part: WHEREAS by letters patent &c. [Grant of patent, and derolution (if any) of title]: AND WHEREAS the licensor has agreed to grant the licensees an exclusive licence to use the said invention within the county of &c. for the sum of £- —and the royalties and otherwise upon the terms hereinafter appearing: AND WHEREAS the licensor hath consented to receive payment of the said sum of £ and royalties. remainder thereof in partly in cash to the amount of £- — and the shares of each of the licensees which are to be treated for all purposes as having been fully paid up: AND WHEREAS the licensees have accordingly immediately before the execution hereof allotted to the licensor or his nominees shares aforesaid numbered respectively

the company

for a county at a premium

Premium to be paid in

cash and shares.

Allotment of

the shares.

First Testatum.

Grant of

licence by

licensor as

beneficial

owner.

to

as he doth hereby acknowledge (a). NOW THIS INDENTURE WITNESSETH that in pursuance of the said agreement in this behalf and in consideration of the allotment of the said shares as aforesaid and also in consideration of the sum of £now paid to the licensor by the licensees (the receipt whereof is hereby acknowledged) and also of the royalties and rent hereinafter reserved and the covenants and conditions on the part of the licensees hereinafter contained the licensor as beneficial owner (b) doth hereby grant unto the licensees and their assigns the full sole and exclusive liberty licence right power and

(a) See note (e) to Agreement VII., ante, p. 80, as to filing under sect. 25 of the Companies Act, 1867 (30 & 31 Vict. c. 131), every contract for the issue of shares as fully paid up.

(b) As to full covenants for title in a licence, see ante, p. 196.

and

PREC. X.

Testatum. Covenants and condi

authority within the county of &c. to make use and exercise the said invention in or apply the process described in the specification relating to the said letters patent to the production of also to sell (c) the so manufactured: To HAVE HOLD exercise and enjoy the said licence and premises unto and by the licensees and their assigns for and during &c. [To end of habendum]: AND THE LICENSOR doth hereby covenant with the licen- Covenant as sees &c. [Qualified covenant as to validity of the patent]. AND patent. to validity of THIS INDENTURE ALSO WITNESSETH that in pursuance Second of the said agreement in this behalf and in consideration of the premises it is agreed and declared as follows:1. The licensees shall during the continuance of this licence in tions. respect of all produced by them or their sub-licensees by Royalties and any means in which the said invention or process shall be used or rents halfemployed in the half-years then ending respectively pay to the yearly at licensor on every day of up to the namely a royalty at the rate of £produce and form of products made in the form of &c. and of £produce made, but made in any other form and from and after day of after certain 1890 royalties as to produce in forms date reducible aforesaid at rates each current year five per cent. less than those yearly. for the year then immediately preceding it: AND ALSO on every aforesaid subject

day of

day of

and

fixed sums according

and 1890 the following royalties to quantity

day of

per ton as to

per ton as to
the said

the respective

5 per cent.

day of to the operation of Clause 2 hereof in respect of the produce made as aforesaid in the form of &c. such further sum (if any) as together with the said royalties reserved as aforesaid in the same respect shall amount to the sum of £A (hereinafter termed "a rent") [that is to say a sum equal to the total amount of the like royalties on tons of the said produce in that form (d)] and in respect of any produce made in any other form as aforesaid such further sum (if any) as together with the royalties reserved as aforesaid in the same respect shall amount to the sum of £в (hereinafter also termed "a rent") [that is to say a sum equal to the total amount of the like royalties on tons of the said produce made in any such other form (e)]: PROVIDED ALWAYS Proviso as to that no apportionment of any royalty aforesaid shall be made in respect of any quantity less than one hundred weight of the said produce in any form whatever.

no apportionroyalties for

ment of

less than a cwt.

2. PROVIDED ALWAYS that if either rent for any half-year Average aforesaid shall exceed the total amount of royalties due for the clause for the same period in respect of the produce to which such rent is two rents. attributable the licensees shall be entitled for any one or more succeeding half-years (so far as necessary for the purpose) for

(c) A right to manufacture includes a right to sell the patent articles (Thomas v. Hunt, 17 C. B. N. S. 183).

(d) As to the matter in this bracket, see note (d) to Licence III., ante, p. 250. (e) Ibid.

PREC. X. which respectively the total amount of royalties due in the like respect shall exceed such rent to a remission of so much of the latter excess as will make up to them the excess of payment made in the half-year for which the rent shall have exceeded the royalties due therefor as aforesaid.

Accounts

kept and fur

nished, inspection of

books, verifi

cation, &c.

Clauses 4-10.

Proceedings

3. The licensees shall keep at their head offices all proper books of account and make true and complete entries therein at the earliest opportunities of all particulars necessary or convenient for any of the purposes hereof of all transactions relating to the manufacture by them of produce of any kind whatever under this licence and of the like produce sold by them to their sub-licensees (if any) or other persons or delivered by them to such sub-licensees (if any) for sale and shall produce &c. [Production and inspection of books and delivery of accounts as in Licence I., ante, omitting reference to "assigns"]: AND will if and when required &c. [Verification of statement as in Licence II., ante, the declaration, however, being that "of the manager or some competent person in their employ"].

[For Clauses 4-6, as to use of patent mark, manufacture according to the specification, and inspection of factory, use Licence II., ante p. 247; and for Clauses 7-10, as to non-assignment &c. without consent and express power to grant sub-licences, including the provisoes (f), and as to not disputing validity of patent and detection &c. of infringements, and as to payment of fees and performance of conditions of patent, use Licence III., p. 251.]

11. The licensor shall at all times during the continuance of as to defence, this licence at his own cost defend every proceeding for the revoof patent and infringecation of the said letters patent and at all times aforesaid at the ments. request and cost &c. [As in Licence III., ante, p. 251, omitting reference to "assigns"]: PROVIDED ALWAYS that if the licensees shall at any time during the continuance &c. [Suspense of royalties and rent as in Sp. Cl. 14, ante, p. 231] (g).

Suspense of royalties and rent in default

of proceedings for infringement.

Clauses

12-14.

Improve

ments, &c. by

*

*

*

[For Clauses 12-14, as to non-amendment of specification, no other licences subsisting, and non-user &c. within district, use Licence III., ante.]

*

15. The licensor shall during the continuance of this licence licensor to be give written notice to the licensees at the earliest opportunity of every improvement in or addition to the said invention or mode of

included in this licence.

(f) As to the terms to be inserted in sub-licences, when the express power to grant them is conferred, see ante, pp. 215, 216, and Sp. Cl. 33, ante, p. 237.

(g) In Henderson v. Mostyn Copper Co., L. R. 3 C. P. 202, it was held that reasonable notice that an infringement had taken place is necessary, in order to enable the patentee [or licensor] to take proceedings, and that reasonable time was necessary for completing the proceedings.

working the same or any discovery useful therefor that he may invent ascertain or make and be entitled to communicate and at the cost of the licensees as to journeys and other expenses (if any) out of pocket occasioned to him thereby and at such remuneration (if any) as the directors of the licensees may think fit to award him therefor communicate and explain to the manager or other agent or agents of the licensees or any workmen of theirs as and when reasonably required the nature of such improvement addition or discovery so as to enable them or him to make full and effective use of the same and permit the licensees to have the use thereof (whether it shall be or become patented or not) subject as nearly as can be to the covenants and conditions herein contained as if such improvement addition or discovery were part of the premises.

PREC. X.

patent void or

16. If the said letters patent shall from any cause whatever Determinabecome wholly or as to some material part of the said invention tion by void (notwithstanding that any judgment in revocation of the said licensee if letters patent to the extent aforesaid shall or shall not be appealed breaches by against (h)) or if the licensor shall commit a breach of any of his licensor. obligations hereunder other than in respect of commencing or carrying on proceedings for infringement as aforesaid and (where the breach is capable of being made good) shall for days after he shall have been served with a notice in writing requiring him to make good the same omit so to do or shall commit or suffer any breach of his obligations under Clause 11 hereof in respect of commencing or carrying on proceedings for infringement and shall not make good such breach before the time when the licensees shall first become entitled to withhold or suspend payment of royalties or rents as provided by the same clause then the licensees may by notice in writing served on the licensor at any time thereafter but in the case of any such last mentioned breach only before the same shall (if capable thereof) be actually (if at all) made good determine this licence forthwith but such determination shall operate without prejudice to the recovery by the licensor of any rents or royalties then due or to any right of action by either party then accrued hereunder and in case of such determination the said rents shall be apportioned (if necessary) for the period less than a half-year which may have elapsed between the day of such determination and the end of the half-year last previous thereto (i).

arrear or com

17. If any royalties rents or other sums payable hereunder or Revocation if any part thereof respectively shall be in arrear for two calendar royalties in months whether demanded or not or if the licensees or any of pany wound their assigns being a company shall commence to be wound up on up, &c. account of their inability (as defined by section 80 of the Com

(h) Use Ciause 2 of Licence VII., ante, if thought fit as to the suspense of royalties during appeal. If such be intended, omit the matter in the brackets as to appeal. See Sp. Cl. 19, as to payment to trustees during proceedings. (1) The Apportionment Act, 1870 (33 & 34 Vict. c. 35, ss. 1, 2), however, provides for such an apportionment. By sect. 2, the time for payment of the apportioned part would not be accelerated, but would be the same as fixed for the payment of the entirety.

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