EXHIBIT 10-N
PATENT ASSIGNMENT AGREEMENT
This Agreement is made and effective as of June 16, 1997 between
Polyonics Corporation, a Massachusetts corporation having a principal place
of business at 112 Parker Street, Newburyport, Massachusetts 01950
(hereinafter referred to as Polyonics), and Parlex Corporation, a
Massachusetts corporation having a principal place of business at 145 Milk
Street, Methuen, MA 01844 (hereinafter referred to as Parlex).
Introduction
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The parties have entered into a License Agreement dated May 21, 1990
as amended on or about December 23, 1996 and April 25, 1997 under certain
patents of Polyonics, and now desire to transfer ownership of those patents
from Polyonics to Parlex on the terms and conditions set forth herein.
In consideration of the mutual obligations set forth herein the
parties agree as follows:
1. Polyonics hereby sells and assigns to Parlex all right, title and
interest throughout the United States, its territories and all foreign
countries, in and to the United States patents identified in Schedule A
hereto and in and to the inventions disclosed therein, and all reissues,
certificates of reexamination and extensions thereof, any corresponding
foreign patents and any United States and foreign patents which claim
priority or depend from or are dominated by any patent licensed under the
License Agreement as amended.
2. Concurrently with execution of this Agreement, Polyonics shall
execute a patent assignment in the form attached hereto as Exhibit A for
recording by Parlex in the United States Patent and trademark Office.
3. Upon execution of this Agreement by both parties, Parlex shall pay
to Polyonics the sum of ten thousand dollars ($10,000.00) as full and entire
consideration for the Assignment herein.
4. Parlex hereby grants back to Polyonics a worldwide nonexclusive
license under the patents identified in Schedule A to make use, sell or
dispose of products using this technology but with no rights to grant
additional sub licenses thereunder with respect to printed circuit products
or constituents thereof. The licenses heretofore granted by Polyonics to
Morton International which expires October 31, 1997 and to DuPont
Corporation shall continue in full force and effect pursuant to the terms
thereof.
5. Polyonics represents and warrants that the patents identified in
section 1 hereof are all of the patents applicable to the License Agreement
as amended and that there are no other United States or foreign patents
applicable to the License Agreement as amended or to this Assignment
Agreement.
6. Parlex shall have the sole right to determine whether or not to
make maintenance fee payments on any or all of the patents listed on
Schedule A. However, if Parlex elects not to prosecute or maintain any of
the aforesaid patents, Parlex shall notify Polyonics of its election at
least sixty (60) days in advance of any deadline for prosecuting or
maintaining such patent application or patent, and Polyonics shall upon such
notice have the right to assume the ongoing prosecution or maintenance of
such patent application or patent at the election and expense of Polyonics,
and to have such patent application or patent reassigned to Polyonics.
Polyonics shall notify Parlex of the election at least thirty (30) days
following receipt of such notice from Parlex. Promptly following an
election by Polyonics to assume prosecution or maintenance of such patent
application or patent, Parlex shall assign to Polyonics without any further
payment by Polyonics the entire right, title and interest in such patent
application or patent and execute such assignment documents as are deemed
appropriate by Polyonics to record the assignment in the Patent and
Trademark Office or other applicable government agency.
7. The License Agreement as amended shall remain in force to the
extent not superseded by this Assignment Agreement.
8. This Assignment Agreement shall inure to the benefit of any
successors and assigns of Parlex.
IN WITNESS WHEREOF the parties have caused this Agreement to be
executed as of the effective date set forth above.
PARLEX CORPORATION POLYONICS CORPORATION
/s/ Peter J. Murphy /s/ Thomas F. Burke
______________________________ _______________________________
Name Name
Title: President President
______________________ Title: _______________________
patent
A S S I G N M E N T
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WHEREAS, POLYONICS CORPORATION, a Massachusetts corporation, having a
principal place of business at 112 Parker Street, Newburyport, Massachusetts
01950 (hereinafter Assignor), is the sole and exclusive owner of the entire
right, title and interest in and to certain United States patents as
identified in Schedule A attached hereto and in and to the inventions
disclosed therein; and
WHEREAS, PARLEX CORPORATION, a Massachusetts corporation, having its
principal place of business at 145 Milk Street, Methuen, Massachusetts 01844
(hereinafter Assignee) is desirous of acquiring the right, title and
interest in and to said United States patents identified in Schedule A
hereto and in and to the inventions disclosed therein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Assignor does hereby assign
unto Assignee, its successors and assigns, all right, title and interest
throughout the United States, its territories and all foreign countries; in
and to the United States patents identified in Schedule A hereto and in and
to the inventions disclosed therein; and all reissues, certificates of
reexamination and extensions thereof; together with all rights of action and
recovery for past infringement thereof; for the full term or terms for which
any and all such patents may be granted; as fully and entirely as the same
would have been held and enjoyed by Assignor had this Assignment not been
made.
IN WITNESS WHEREOF, Assignor has caused this Assignment to be executed
by its duly authorized officer this 16th day of June, 1997.
POLYONICS CORPORATION
By /s/ Thomas F. Burke
____________________________
Name: Thomas F. Burke
Title: President
Commonwealth of Massachusetts )
)
County of Essex )
Subscribed and sworn to before me this 16th day of June, 1997.
__________________________
Notary Public
My Commission Expires:
patent
SCHEDULE A
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To Assignment dated June 16, 1997 between POLYONICS CORPORATION and
PARLEX CORPORATION.
U.S. ISSUED
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Patent No. Date of Issue
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4,725,504 February 16, 1988
4,806,395 February 21, 1989
4,832,799 May 23, 1989
4,868,071 September 19, 1989
4,894,124 January 16, 1990
4,950,553 August 21, 1990
4,992,144 February 12, 1991
5,015,517 May 14, 1991
5,066,545 November 19, 1991
5,322,976 June 21, 1994
5,478,462 December 26, 1995