Übertragungsvertrag (Assignment)

DATED

    (1)  The ... Foundation

 and

    (2)  ... Limited

ASSIGNMENT

THIS ASSIGNMENT is made on                              1997

BETWEEN:

The ... Foundation, a company incorporated in England and Wales ... (the "Assignor"); and

... Limited, a company incorporated in England and Wales (....(the "Assignee").

WHEREAS

(A)The Assignee is the owner of the patent applications, short particulars of which are set out in Schedule I hereto (the "Applications"), all of which are proceeding in the name of the Assignee and has the right to the grant of any patents resulting from the Applications.

(B)The parties wish to confirm that all rights in or to the Applications and/or the inventions which are the subject-matter of the Applications (the "Inventions"), whether arising under either of two agreements between INMOS Limited (the Assignee's predecessor in title) and the Assignor and both entered into in or about September 1993 ("the PACT agreement" and the "Associated Contract"), or otherwise,  have vested in the Assignee.

(C)The Assignor has agreed to assign to the Assignee all of its rights in respect of certain inventions which are to be the subject-matter of new patent applications, short particulars of which are set out in Schedule II hereto (the "New Applications"), whether arising under either of the PACT agreement and the Associated Contract, or otherwise.

THE PARTIES AGREE as follows:

ASSIGNMENT

In consideration of the sum of £100,000 now paid by the Assignee to the Assignor (the receipt of which the Assignor hereby acknowledges) the Assignor hereby

confirms that all of the right title and interest in and to the Inventions, whether arising under either the PACT agreement and/or the Associated Contract, or otherwise, were assigned to the Assignee before the date that the Applications were filed.

 confirms that the Assignee is sole legal and beneficial owner of all rights in or to the Applications and to the Inventions and has the right to the grant of any patents resulting from the Applications in any country of the world.

assigns and transfers to the Assignee absolutely

   1.3.1all of its right, title and interest in and to the inventions which are to be the subject-matter of the New Applications, whether arising under the PACT agreement and Associated Contract, or otherwise, with the intent that the grant of any patents thereon shall be in the name of and vest in the Assignee, together with all rights and powers arising or accrued therefrom including the right to sue for damages and other remedies in respect of any infringement of such rights or other acts carried out by another person accompanying any of the New Applications or associated inventions prior to the date hereof.

 1.3.2all of its exclusive right to apply for, prosecute and obtain patents or other similar rights or protection in respect of any of the inventions which are to be the subject-matter of the New Applications in any country of the world.

FURTHER ASSURANCE

The Assignor shall on request by the Assignee and at the Assignee's expense do and execute or arrange for the doing and executing of, each necessary act, document and thing to implement this Assignment.

ASSISTANCE WITH APPLICATIONS

The Assignor shall on request by the Assignee and at the Assignee's expense give such assistance as the Assignee may reasonably request with the prosecution to grant of the Applications or New Applications.

ASSISTANCE WITH PROCEEDINGS

If proceedings are instituted by way of claim, petition or counter-claim in relation to a patent granted pursuant to an Application or New Application or opposing the grant of a patent pursuant to an Application or New Application the Assignor shall give all reasonable assistance to the Assignee in relation to those proceedings (including participation in proceedings) subject to the payment by the Assignee of all the Assignor's reasonable costs in relation to those proceedings.

GOVERNING LAW

This Assignment is governed by, and shall be construed in accordance with, English law. The parties hereby submit to the non-exclusive jurisdiction of the Courts of England and Wales.

 SCHEDULE I

 Applications

Inmos

Case Number Application number   Short title

...

 SCHEDULE II

 New Applications

Description   Intended short title of New Application

...

WHEEL OF FORTUNE

....

EVENT MECHANISM

....

EXECUTED by the parties

Signed by    )

for and on behalf  )

of 

_________________________ Signature

Signed by   

_________________________ Signature