CORPORATE NAME LICENSE AGREEMENT
This
Agreement is entered into this July 30, 2005 by and between POSITRON
CORPORATION,
with
its registered office at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇,
▇▇▇ (hereinafter referred to as "Positron") of the one part and
NEUSOFT
POSITRON MEDICAL SYSTEMS CO., LTD.,
with
its registered office at ▇▇. ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ Nan New District, Shenyang,
PRC (hereinafter referred to as the "Company") of the other part.
WHEREAS
Positron is the owner of the trademark POSITRON in English and Chinese
(hereinafter referred to as the "POSITRON") for a wide variety of products
globally (hereinafter referred to as the "Territory"); and
WHEREAS
Positron holds directly thirty-two point five percent (32.5%) of the registered
capital of the Company; and
WHEREAS
the Company desires to use the word POSITRON as part of its corporate name;
and
WHEREAS
Positron is prepared to grant the Company the right to use the word POSITRON
as
part of its corporate name upon the terms and conditions hereinafter set
forth.
NOW,
IT IS HEREBY AGREED AS FOLLOWS:
Clause
1
Positron
herewith grants to the Company the non-exclusive royalty-free right and license
to use the word POSITRON as part of its corporate name.
Clause
2
The
Company shall strictly comply with the instructions, directions and
specifications which Positron may give to the Company from time to time with
respect to the appearance and use of the word POSITRON as part of the Company's
corporate name.
Clause
3
Positron
may in its sole discretion grant to third parties in and outside the People’s
Republic of China, the right and license to use the word POSITRON in their
corporate name. If Positron should so request, the Company shall give all
required assistance to the effect that such third parties can use the word
POSITRON in their corporate name and in particular the Company shall in such
case(s) forthwith inform the Registrar of Companies and/or such other
authorities and other third parties as Positron may direct of its (Company's)
approval and agreement to the use by such third party or parties of the word
POSITRON in the corporate name of such third party.
1
Clause
4
The
Company undertakes to render to Positron all assistance which Positron may
request from time to time in respect of the protection, registration and defense
of Positron's right in the word POSITRON as part of a corporate name, a
tradename and/or the trademark POSITRON and other trademarks containing as
an
element the word POSITRON in particular in connection with legal proceedings
against third parties infringing or having infringed Positron's rights in
respect thereof.
The
Company shall inform Positron of each and every infringement of Positron's
right
in the word POSITRON as part of a corporate name, a trade name and/or in the
trademarks referred to in the first sentence of this Clause which comes to
the
Company's knowledge. Positron shall in its entire discretion decide whether
or
not legal proceedings shall be initiated against third parties infringing
Positron's abovementioned rights.
Clause
5
The
Company shall not become entitled whether by implication, use, registration
or
otherwise to any title to the word POSITRON as part of a corporate name, a
trade
name and/or as trademark or claim to be the owner of such corporate name, trade
name or trademark nor by way of use or registration establish title to similar
or related corporate name, tradenames or trademarks.
Clause
6
The
Company is obligated to change its corporate name by deleting therefrom the
word
POSITRON at the first request of Positron and shall not replace same by a word
similar to the word POSITRON and shall see to it that an appropriate decision
by
the Policy Board of the Company shall be made and confirmed in writing as soon
as required by such request.
Clause
7
The
Company shall not without Positron's previous consent in writing modify its
corporate name and/or its objectives and/or field of activity, as long as the
word POSITRON is part of the corporate name of the Company. In the event the
right and license granted under this Agreement is revoked or terminated for
whatever reason, the Company shall immediately thereupon change its corporate
name in such a manner that it no longer, wholly or partially, contains the
word
POSITRON or similar words alone, or as part of another word and furthermore
the
Company shall forthwith upon such revocation or termination cease and
discontinue the use of the word POSITRON or a name similar thereto in any manner
and in particular the Company shall in such event forthwith cease and
discontinue the use of stationery, advertising material, publications, name
plates, vans etc. bearing the word POSITRON or a word similar
thereto.
2
Clause
8
The
right
and license granted under this Agreement may be terminated with immediate effect
by written or telegraphic notice from Positron to the Company in any of the
following events: if Positron ceases to own directly or indirectly or ceases
to
have the right or power to exercise effectively all its rights of ownership
in
at least 51% of the issued share capital of the Company or if any of such
circumstances becomes imminent in the sole judgment of Positron.
Clause
9
In
the
event the Company does not comply with any and all of the provisions of this
Agreement Positron shall give the Company written notice of such non-compliance
and the Company shall have 30 days from the receipt of such notice to remedy
the
breach. If the breach is not remedied within said 30 days, Positron shall be
entitled to revoke the right and license granted under this Agreement at any
time thereafter by giving the Company written notice of such revocation,
notwithstanding Positron's right to claim damages and/or to cause the Company
to
comply with such provisions of the Agreement.
Clause
10
The
right
and licence granted under this Agreement is granted for an unlimited period
of
time and, unless previously revoked in accordance with the provisions of Clause
8 or 9, shall continue unless and until revoked by either party giving three
months' notice by telegram or notice in writing. In no event the Company can
claim any indemnification for the termination of this Agreement.
Clause
11
Neither
this Agreement nor any rights hereunder may be assigned or otherwise transferred
by the Company nor shall they inure to the benefit of any liquidator, receiver
or successor of the Company, whether by operation of law or otherwise without
the written consent of Positron and any assignment or transfer without such
consent shall be null and void.
Clause
12
This
Agreement shall be construed and have effect as an Agreement made in the
People’s Republic of China and according to the Laws of the People’s Republic of
China.
3
Clause
13
All
disputes arising out of or in connection with this Agreement shall be submitted
to the competent court in the People’s Republic of China.
IN
WITNESS WHEREOF
these
presents have been signed by the parties hereto in a manner legally binding
upon
them on the date first above written.
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POSITRON
CORPORATION
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NEUSOFT
POSITRON MEDICAL SYSTEMS CO., LTD.
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Authorized
Signature
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Legal
Representative
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Name:
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Name:
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Title:
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Title:
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