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Intellectual Property Purchase Agreement

 

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Title:

Intellectual Property Purchase Agreement

Entities:

Johnson Outdoors Inc.; Pepper Hamilton LLP

Date:

2004

Size:

Preview shows 6KB of 24KB total

Price:

$39

ID:

#880148

 

 

► Purchase & Sale ► Purchase ► Property ► Intellectual Property Purchase Agreements
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INTELLECTUAL PROPERTY PURCHASE AGREEMENT

        THIS INTELLECTUAL PROPERTY PURCHASE AGREEMENT (the Agreement) is entered into on this 5th day of May, 2004, by and between JOHNSON OUTDOORS, INC., a corporation organized and existing under the laws of the State of Wisconsin with offices at 555 Main Street, Racine, Wisconsin 53403 (Buyer), and TECHNOLOGY HOLDING COMPANY II, a corporation organized and existing under the laws of the State of Delaware, and TELEFLEX INCORPORATED, a corporation organized and existing under the laws of the State of Delaware (Teleflex together with Technology Holding Company II, the Sellers).

BACKGROUND

        As of the date of this Agreement, Buyer is purchasing all of the issued and outstanding capital stock of Techsonic Industries, Inc., a corporation organized and existing under the laws of the State of Alabama (the Company) from TFX Equities Incorporated, a corporation organized and existing under the laws of the State of Delaware and a wholly-owned subsidiary of Teleflex Incorporated (TFX) pursuant to a Stock Purchase Agreement date of even date herewith between Buyer and TFX (the Stock Purchase Agreement).

        Sellers own certain registered patents and trademarks used by the Company in its business and listed on Exhibit A attached hereto (the Holding Company/Techsonic Patents and Trademarks).

        To the extent not already included in the Holding Company/Techsonic Patents and Trademarks, Sellers may also own Confidential Information and Intellectual Property, as those terms are defined in Sections 1.2.12 and 1.2.25 respectively of the Stock Purchase Agreement, that is used exclusively by the Company in the conduct of the Business, as defined in Section 1.2.5 of the Stock Purchase Agreement, including, without limitation, the domain name www.techsonic.com, (collectively, Holding Company/Techsonic Confidential Information and Intellectual Property).

        Sellers desire to sell to Buyer, and Buyer desires to purchase from Sellers, all right, title and interest of Sellers in and to the Holding Company/Techsonic Patents and Trademarks, and the attendant good-will of Sellers and the Company in each of the trademarks herein sold to Buyer, and the Holding Company/Techsonic Confidential Information and Intellectual Property, on and subject to the terms and conditions set forth in this Agreement.

        NOW THEREFORE, the parties hereto, in consideration of the premises, covenants and agreements set forth herein, and intending to be legally bound hereby, agree as follows:

ARTICLE 1 - PURCHASE AND SALE OF HOLDING COMPANY/TECHSONIC PATENTS AND TRADEMARKS

        1.1     ACQUISITION OF THE HOLDING COMPANY/TECHSONIC PATENTS AND TRADEMARKS. Subject to the terms and conditions set forth in this Agreement and on the basis of the representations, warranties and agreements contained herein, at the Closing, Sellers shall sell, assign, transfer and convey to Buyer, free and clear of all liens and encumbrances, and Buyer shall purchase from Sellers, the entire right, title and interest in the Holding Company/Techsonic Patents and Trademarks, including the attendant good-will of Sellers and the Company in each of the trademarks included on Exhibit A for the consideration specified in Section 1.3 hereof.


        1.2     ACQUISITION OF THE HOLDING COMPANY/TECHSONIC CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY. Subject to the terms and conditions set forth in this Agreement and on the basis of the representations, warranties and agreements contained herein, at the Closing, Sellers shall sell, assign, transfer and convey to Buyer, free and clear of all liens and encumbrances, and Buyer shall purchase from Sellers, the entire right, title, and interest in Holding Company/Techsonic Confidential Information and Intellectual Property.


 

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