Patent Transfer Contract

This Agreement is made and entered into on December 3, 2007 in Yiyang City, Jiangxi Province, China, by and between the following parties:

Transferor:Jiangxi Yiyang Fuda Copper Co., Ltd.

Registered business address: Gejiaba, Huating Town, Yiyang County

Transferee:Jiangxi Morgan Star Copper Technology Co., Ltd.

Registered business address: Fengze Mall, Guangchang Road, Yijiang Town, Yiyang County, Jiangxi Province.

 

Preface (Whereas)

 

— Whereas, the Transferor (patent holder), owns the patent certificate of utility model named Bending Water Pipe, designed by Yu Zeshi, and the patent number is ZL 99 2 59230.5, the certificate number is No. 427197.

— Whereas, the Transferee, desires to obtain the patent aforesaid, based on its acknowledgement of such patent.

— Whereas the Transferor agrees to transfer the patent aforesaid to the Transferee.

Both Transferor and Transferee agree that the Transferee will become the legal owner of this patent from the date on which the patent transfer registration is published by the State Intellectual Property Office. (The “SIPO”) and sign this Contract.

 

1. All of the application materials submitted to the SIPO, which may include descriptions, applications, attached drawings, excerpts or drawings attached to excerpts, request letters, opinions, statements, changes of the bibliographic data, decisions to restore revoked patent, and power of attorney etc;

 

2. All documents issued by the SIPO. to the Transferor, which may include the acceptance notice, correspondences on any interim decisions, patent issuance letters, patent certificates and their duplicated certificates;

 

3. All license contracts (together with any contract exhibits) under which the Transferor has licensed the patent to a third party;

4. All documents evidencing the validity of the patent issued by the SIPO, which include 1) the receipts evidencing the payment of the most recent patent annual fee, any 2) decisions issued by the SIPO, the Patent Appeal Committee, or the People’s Courts supporting the validity of the patent in cases where any third party petitions to revoke the patent or declare the patent invalid;

 

5. All approval documents issued by competent authority or the relevant competent department of the State Council if the approval for the transfer in this Contract is required.

 

1. Time to Deliver the Patent Materials

 

The Transferor shall transfer the Patent Materials to the Transferee within 10 days after paying the transfer fee, after the Contract is effective.

 

2. Method and Place to Deliver the Patent Materials

 

The Transferor shall deliver the Patent Materials and the list for the Patent Materials to the Transferee in person.

 

The delivery place shall be the place of the Transferee.

 

If the Transferor has commenced exploitation of the patent prior to the execution of this Contract, the transfer is subject to the Transferor’s prior use and the Transferor can continue such exploitation after the execution of this Contract.

 

If the Transferor has licensed the patent to any third party, its rights and obligations under the license agreements shall be assigned to the Transferee upon the effectiveness of this Contract.

 

The assignment fee is RMB 10,000.00 (ten thousand) Yuan, which shall be paid in cash by the Transferee to the Transferor within 10 days after this Contract is executed by both Parties.

 

In accordance with Article 50 of the PRC Patent Law, if the transferred patent are revoked or declared invalid, the Transferor is not required to return the transfer fee to the Transferee, and the Transferee is not required to return the Transferred Materials to the Transferor, if the Contract does not violate the principle of fairness and the Transferor did enter into this Contract in bad faith or cause any loss to the Transferee.

The Transferor shall return the transfer fee if the Contract violates the principle of fairness or the Transferee has incurred losses due to the bad faith of the Transferor.

 

Upon the effectiveness of this Contract, if a third party appeals to the People’s Courts for revocation of any of the patent, or petitions to the SIPO to declare the patent invalid, or files a lawsuit in courts to challenge the decision of the Patent Appeal Committee, the Transferee shall be responsible to defend such lawsuits and pay for the related court fees or expenses.

 

1. During the period after this Contract is executed and prior to the publication date on which the transfer is published by the SIPO (the “Transitional Period”), the Transferor shall maintain the validity of the patent and shall pay for the annual fee and renewal fee for this patent.

 

2. After the publication date on which the transfer is published by the SIPO, the Transferee shall be responsible for maintaining the validity of the patent. It shall pay the annual fee or renewal fee, respond to any patent administrative revocation procedure and patent invalidity request procedure, and defend any request to declare the patent invalid.

 

3. During the Transition Period, this Contract shall be terminated if both Parties fail to perform this Contract due to force majeure.

 

In accordance with the Tax Law of P.R.C, any tax payable on the transfer fees under this Contract shall be payable by the Transferor.

To the Transferor:

 

1. If the Transferor refuses to submit the Transferred Materials to the Transferee and complete the related procedures, the Transferee shall have the right to terminate this Contract, request a return of transfer fee, and seek damages for the breach.

2. If the Transferor delays in delivering the Transferred Materials and completing the related procedures (including the application to the SIPO for change of register owner) without any reason, the Transferor shall pay a penalty to the Transferee for each month that is delayed. If The Transferor delays for more than two months, the Transferee has the right to terminate this Contract and request a return of the transfer fee.

 

3. If the Transferor breaches the agreement under Article 6(1) of this Contract, the Transferor shall pay to the Transferee any damages resulting from such a breach.

 

1. If the Transferee refuses to pay the transfer fee, the Transferor has the right to terminate the Contract, return the Transferred Materials, and request a compensation for its loss or damages resulting from the breach of the Contract.

 

2. If the Transferee breaches the agreement under Article 6(2) of this Contract, the Transferee shall pay to the Transferor any damages resulting from such a breach.

For the purpose of this Article 8, “damage” shall mean the actual loss resulting from a breach of the Contract.

1. Any disputes under the Contract shall be settled at first through friendly consultation between the parties hereto.

2. In case no settlement can be reached through consultation, each Party shall have the right to petition to the patent administrative bureau for mediation at the Transferee’s place of principal office. If any of the parties is not satisfied with the mediation result, the parties may challenge the result in courts.

 

If the Parties retain an agent to complete the transfer registration procedures, any agent’s fees shall be borne equally by both Parties.

 

Any unforeseeable technical problems or legal problems that are not covered in the provisions of this Contract shall be further negotiated and agreed to by the Parties hereto.

 

This Contract shall be binding on both Parties upon the execution of this Contract and shall become effective until the date on which the SIPO registers and publishes the “Changes of the Bibliographic Data” made by the parties.

 

Transferor:Jiangxi Yiyang Fuda Copper Co., Ltd. (Seal)

Legal Representative (signature): /s/ Wu Yiting

Transferee:Jiangxi Morgan Star Copper Technology Co., Ltd. (Seal)

Authorized Representative (Signature): /s/ Wu Yiting