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“Give” and “Grant” do not imply covenants; implied covenants

by use of words “as beneficial owner “as trustee;"

consideration-fines, premiums, royalties, rent; average

clause ; use “ assigns” if licence assignable (with consent

or not); To "sell ” or “manufacture and sell” the patent

articles—but right to manufacture includes the right to sell ;

Reddendum ....

192.4

Preliminary remarks on covenants and provisoes in licences—The

following remarks are subject to some modification where the

licences are only to “sell”

....194-5

What covenants in licence where only open contract to grant one;

practice of conveyancers; Covenants for title and as to

validity of patent – where premium or rent; where no

premium or rent; in licences generally; usually unimportant

as prior searches and investigation of title are relied on ....195-8

Other ordinary covenants by licensor; in licences at royalties

only; in licences at premiums or rents; 1. To pay renewal

fees and perform &c. the other conditions of patent; 2. To

defend patent; 3. To take proceedings for infringement or

permit &c.; 4. Not to amend specification; 5. As to im-

provements; 6. (In exclusive licence) No other subsisting

licences; 7. (In exclusive licence) Not to use &c. invention

within district ; 8. Power for licensee to determine licence if

patent void, or breach of covenants; 9. Production &c. of

the letters patent; No remedy if licensor not agree to pay

fees; Non-exclusive licensee cannot sue for infringements,

but an exclusive licensee may, in name of licensor, or, semble,

in own name, if licensor be co-plaintiff or defendant; and

licensor may sue alone, for special damage, notwithstanding

exclusive licence; Consent to amendment of specification not

to be arbitrarily withheld..

.198-202

Ordinary covenants by licensee ; No clause for distress since Bills

of Sale Acts ....

...202-3

Special covenants in connection with ordinary covenants now to

be noticed ...

203

Covenant to pay royalties, rent &c.; royalties on manufacture,

sale, or both ; reduced royalties on articles in hand at end of

licence; option of licensee to pay royalties on sale instead of

manufacture or vice versâ, or on both; remission of royalties

in the case of bad debts; suspension of rent and royalties

while licensor omits to take proceedings for infringements;

royalties and rent paid to trustees during proceedings for

revocation of patent; cesser of rent whilo licensor fuils to

supply material according to his covenant; commutation of

royalties

:203-7

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Covenant not to grant licences at lower rent or royalties or for

reduction to same amount as in other licences ; royalties in

ascending or descending scale ..

.... 207-8

Exclusive licence for district on sale on hire system-covenants

in such a licence....

....208-9

Different kinds of royalties

209

Covenant to keep and furnish accounts, and allow inspection &c.;

covenant to use the patent mark on articles ; supply of dies,

plates &c.; use of patent mark by sub-licensees ; covenant

to manufacture only according to specification ; covenant by

licensor to assist licensee in application of invention; cove-

nant as to liberty for licensor to inspect factory ....210-2

Covenant not to assign or charge licence or grant sub-licences

without consent; consent given upon terms; consent not to

be arbitrarily withheld; consequence of breach of such a

covenant; express power to grant sub-licences; terms of such a

power; royalties to licensor from licensee in respect of sub-
licences

... 213-6

Covenant not to dispute validity of patent; covenant to detect

infringements and assist licensor in proceedings .

216-7

Covenants as to improvements &c. made by either party

218

Revocation of a licence-notice to repair breach before power

exercised ; breach not cause forfeiture if no power of revo-

cation; determination of the licence by the licensee-Return

of part of premium on patent becoming void

218-220

Licence merely to sell the patent articles-Contents of such a

licence

.... 221

Arbitration clause; other special covenants to be found in the

precedents; Registration of Licences; Fees and Stamps .. 221-2

7. Another form.....

8. Average clause

230

9. Another form

230

10. Royalties on carloads ...

230

11. Royalties per shuttle according to width of fabric and period

of use...

230

12. Royalties on railway foot-warmers to which the invention

may be applied...

... 231

13. Royalties to be reduced to lowest for time being in other

licences—Early notice to be given to licensee of any licence

involving the reduction-Reduced royalties not to be increased

if other licence be determined

231

14. Suspense of rent and royalties while licensor omits to take

proceedings for infringements

231

15. Royalties varied as sales of articles continue

232

16. Royalties in descending scale after certain date

232

17. Remission of royalties in the case of bad debts

232

18. Payments to cease or (pending appeal) to be suspended if

patent becoine void, but final cesser to be deemed satisfaction

of damages

233

19. Royalties to be paid to trustees pending proceedings for revo-

cation of patent

233

20. Cesser of rent while licensor fails to supply material as

covenanted

233

21. Delivery of articles by licensee to his selling sub-licensees to

be deemed sales to them....

234

22. Commutation of royalties

234

23. Patent mark to be used

234

24. Another form

235

25. Licensor to send person to manufactory to affix the patent

marks

235

26. Stamping patent articles with a die--Licensees also to stamp

articles sent by other licensees; charges to be debited to

licensors; dies to be property of licensors

235

27. Clause to be inserted in other licences for licensees to bring

articles to licensees hereof to be stamped

236

28. No amendment of specification by licensor without consent of

licensee

29. Covenant by licensor as to no prior licences, and not to use

invention or grant other licences within district

236

30. Covenant by licensee to manufacture only according to speci-

fication (or in default to pay royalties on articles made other-

wise, but without prejudice to power of revocation] . ..... 237

31. Licensee not to assign, mortgage &c. without consent

237

32. Express power to grant sub-licences [terms in Schedule]—but

notice and particulars to be given...

237

PAGE

33. Another form [terms set out]

.. 237

34. Licensor not to grant other licences on terms more favourable

than hereunder

238

35. Liberty for licensor to inspect factory

... 238

36. Licensee not to dispute validity of patent...

238

37. Licensor to pay fees or permit licensee so to do, and deduct

from royalties, and to observe conditions of patent

238

38. Licensor to defend patent, and at cost of licensee to take pro-

ceedings for infringements or permit him &c.....

238

39. Licensee to detect infringements and give notice thereof, and

assist licensor in proceedings.....

239

40. Power for either party to determine licence on notice..... 239

41. Power of revocation on default in payments or breach of other

obligations, or bankruptcy of licensee

239

42. Another form [additional to last, referring to unprofitable

working and ceasing to work]

239

43. Power for licensee to determine licence if patent void

240

44. Mutual covenant as to improvements &c. .

240

45. Covenant by licensor as to improvements made by him...... 240

46. Option to purchase patent after three years—but purchase to

be completed within three months from exercise

241

47. Licensor not to engage in like business within district

.. 241

48. Licensee not to manufacture, but licensor to do so for

licensee

... 241

49. Sale only through brokers common to both parties-meetings

to regulate prices.

242

50. Exclusive licence to become non-exclusive if unprofitable

working or non-user of invention

242

51. Notices how served

242

52. Transmission clause.

242

PRECEDENTS OF LICENCES.

VII. LICENCE (exclusive) for a District at a sum the balance

whereof is payable in five years by half-yearly INSTAL-

MENTS—If any instalment in arrear, final balance, or any

part demanded, at once payable—PAYMENTS TO CEASE if

patent void, but to REVIVE if decision overruled -CESSER

OF PAYMENT to be taken as DAMAGES-ASSIGNMENT for the

district, when all monies paid-Revocation of the licence

if long default in payment or bankruptcy–Licensee may

determine on breach by Licensor ..

266

[Sale on HIRE SYSTEM.]

VIII. LICENCE (exclusive) for a District, in consideration of a

LIFE ANNUITY secured by BOND...

271

IX. LICENCE (exclusive) for the KINGDOM, subject to PRIOR LICENCES

fixing MINIMUM SELLING PRICES of the patent articles, and to

Licensor's right to supply some of the other Licensees-

PREMIUM paid-ROYALTIES in fixed sums INCREASED to a

PERCENTAGE on selling prices but no RENT-ARTICLES SUP-

PLIED by LICENSEE to his SUB-LICENSEES, or MANUFACTURED by

them, to be DEEMED SOLD by him at said minimum prices less

discount-LICENSEE (if required) TO SUPPLY the other licensees,

and to RECEIVE THE PRICES and PAY ROYALTIES—No sale by

Licensee at less than said minimum prices—SUB-LICENCES to

contain certain provisions-REDUCED ROYALTIES on UNSOLD

articles at end of licence -LICENSOR not to engage in ADVERSE

BUSINESS.

273

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 Infringements

SPECIAL PROVISIONS for determination &c.—REDUCED

ROYALTIES ON PRODUCTS IN HAND at end of licence...

278

XI. LICENCE (exclusive) for England, Wales, and Isle of Man-

ROYALTIES and RENT-ROYALTIES on MANUFACTURES by

LICENSEE and his SUB-LICENSEES, and also articles

authorized to be SUPPLIED BY HIM ABROAD-RESERVATION to

Licensor as to EXISTING ORDERS and FOREIGN CUSTOMERS, and

the SUPPLY BY HIM to the LICENSEE for the FIRST YEAR of

articles to be sold on COMMISSION

283

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