EX-10.4 7 escu_ex104.htm PATENT SALE AGREEMENT PATENT SALE AGREEMENT

“Assignment Agreements” means all agreements assigning ownership of the Patent Rights from the inventors and/or prior owners to Seller.

“Patent Rights” shall mean those specific patent applications and patents listed in Exhibit A (the “Patents”) as well as the right to claim priority based on the applications, the same to be held by and enjoyed by Purchaser to the full end of the term for which said Letters Patents are granted, as fully and entirely as the same could have been held and enjoyed by Seller if this sale had not been made, together with all rights of actions for past infringement thereof including the right to recover damages for said infringement.

“U.S. Prosecution History Files” means all non-privileged documents in Seller’s custody that are readily accessible by Seller from its files that directly relate to the prosecution of patent applications and that were filed with or received from the United States Patent and Trademark Office.

“Foreign Prosecution History Files” means all non-privileged documents in the custody of Seller’s counsel, if any, that are located in the files of Seller’s counsel in a jurisdiction outside the U.S. that directly relate to the prosecution of patent applications and that were filed with or received from a foreign patent office.

“U.S. Deliverables” means the following documentation directly related to each Patent Right filed in the United States to the extent that such documentation exists and is readily accessible by Seller from its U. S. files: (a) the original copy of the patent issued by the USPTO or a certified true copy thereof; (b) the original Assignment Agreement(s); (c) the record of invention; and (d) U.S. Prosecution History Files.

“Foreign Deliverables” means the following documents directly related to each Patent Right filed outside the United States to the extent that such document exists and is readily accessible by Seller’s counsel from its files located in a non-U.S. jurisdiction: (a) the original copy of the patent issued by the foreign patent office or a certified true copy thereof; (b) a copy of each pending patent application; and; (c) Foreign Prosecution History Files.

“Project” means the design, engineering, manufacture and sale of vertical axis wind turbines of varying capacities of 100 kilowatts or less to be undertaken by the Seller and his team.

Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s right, title and interest in and to the Patent Rights. This sale includes all right, title and interest of Seller in all causes of action and enforcement rights for the Patents, including all of its rights to pursue damages, injunctive relief and other remedies for past, current and future infringement of the Patent Rights. This sale is subject to the pre-existing rights of others and existing licenses listed in Exhibit B. Upon receipt of the Consideration, Seller shall execute and deliver to Purchaser the assignment agreements attached hereto as Exhibit C within 30 days and shall provide the U.S. Deliverables and Foreign Deliverables within 45 days.

Effective upon the Closing, and subject to the provisions of Paragraph 2.3, Purchaser hereby grants to Seller and all Affiliates, a royalty-free, non-exclusive, non-sublicensable perpetual right and license to the Patent Rights (collectively the “Seller License”) to practice the methods and to make, have made, use, distribute, lease, sell, offer for sale, import, export, develop and otherwise dispose of and exploit any of Seller’s or any Affiliates’ processes and products (collectively the “Covered Products”). The seller license shall apply to the reproduction, and subsequent distribution of Covered Products as they are described by the Seller, Affiliates, authorized agents of the Seller, and Affiliates, and third parties in the supply chain for the Seller and any Affiliates, such as a distributor, replicator, VAR, or OEM. The Seller License is non-transferable (by operation of law or otherwise) except as set forth in Paragraph 2.3.

Without obtaining the consent of Purchaser, and without providing prior notice to Purchaser, Seller, or an Affiliate may assign or otherwise sublicense rights under the Seller License with respect to Covered Products in the context of an assignment to a third party purchaser (a “Permitted Transferee”) of an operating unit, product line, or product business of the Seller or an Affiliate that involves the one or more Covered Products. In the event of each such transfer (a “Transfer”), a Permitted Transferee’s use of the Seller License will be limited to the Covered Products that are of the type produced by the transferred operating unit, product line, or product business before the Transfer. Except for the Covered Products described in the preceding sentence, the Seller License will not extend to any other products, processes or services of a Permitted Transferee. Notwithstanding the foregoing, Seller shall retain Seller License rights in the event of a Transfer.

Purchaser shall pay to Seller the sum of ten dollars ($10.00 USD) and Forty Million (40,000,000.00) shares of ▇▇▇▇▇ energy, Inc. (OTCPink: ESCU) common stock valued at $1.00 as consideration for the sale of the Patent Rights to Purchaser under this Agreement. The $10.00 shall be paid upon delivery of this Agreement, and common stock shall be issued in the name of ▇▇▇▇▇ Wind ▇.▇. (or a designee of its choice) and delivered by FEDEX to the Seller within 10 days.

Delivery

it is a corporation duly organized and validly existing under the laws of the state or country of its incorporation;

it has the complete and unrestricted power and right to enter into this Agreement and to perform its obligations hereunder;

the execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written, to which such party is a party or by which such party may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having authority over such party;

all consents, approvals and authorizations from all governmental authorities, administrative or other agencies, trustees or any other persons having authority over such party required to be obtained by such party in connection with the execution and delivery of this Agreement have been obtained;

no person or entity has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or valid claim against or upon such party for any commission, fee or other compensation as a finder or broker because of any act by such party or its agents; and

it has not entered into any agreement with any Third Party that is in conflict with the rights granted to the other party pursuant to this Agreement.

Seller is the true owner of all right, title and interest in and to the Patent Rights, and Seller knows of no asserted or unasserted claims of ownership of the Patent Rights by any party other than the Seller;

Seller knows of no inventors of the Patent Rights other than the named inventors of the Patent Rights, and knows of no asserted or unasserted claims of inventorship of the Patent Rights by any person other than the named inventors of the Patent Rights; and

Seller knows of no asserted claims of prior invention of the Patent Rights by any third party, including any interferences or requests for interferences involving the Patent Rights, except as appear in the USPTO record.

Payments to Seller will be made in accordance with the provisions contained in Article 3.

Purchaser is aware that through the conduct of Seller’s business there are third parties that have license rights under the Patent Rights.

Name:

Title:

Name:

Title:

Patent or Application No. 

Country

Filing Date

Title of Patent

# U.S 6,394,745, B1

U.S.A

May 28,2002

STRAIGHT-BLADED VERTICAL AXIS WIND TURBINE

# 2,309,850

Canada

2005/06/07

STRAIGHT-BLADED VERTICAL AXIS WIND TURBINE

Patent or Application No. 

Country

Filing Date

Title of Patent

# U.S 6,394,745, B1

U.S.A

May 28,2002

STRAIGHT-BLADED VERTICAL AXIS WIND TURBINE

# 2,309,850

Canada

2005/06/07

STRAIGHT-BLADED VERTICAL AXIS WIND TURBINE

▇▇▇▇▇ Wind ▇.▇.

▇▇▇▇▇ Energy, Inc.

By: 

By:

Name:

Name:

Title:

Chief Executive Officer

Title:

Chief Operating Officer