Unassociated Document


    

      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.

      


      Article
        1 Materials to be Transferred from the Transferor to the Transferee (the
“Patent
        Materials”)

       

      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;


      
        
          
          

        

        
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      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.

      


      Article
        2 Time, Place and Method to Transfer the Patent Materials 

       

      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. 

      


      Article
        3 Exploitation and License of Patent

       

      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.

      


      Article
        4 Assignment Fee and Payment

       

      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. 

      


      Article
        5 Revocation and Invalidation of the Patent Right

       

      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. 


      
        
          
          

        

        
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      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. 

      


      Article
        6 Transitional Period 

       

      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. 

      


      Article
        7 Fees and Taxes

       

      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.

      


      Article
        8 Breach of the Contract and Claim for Damages

      


      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.


      
        
          
          

        

        
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      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.

      


      To
        the Transferee

       

      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.

      


      Article
        9 Settlement of Disputes

      


      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.

      


      Article
        10 Agent’s Fee

       

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

      


      Article
        11 Miscellaneous

       

      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.


      
        
          
          

        

        
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      Article
        12 Effectiveness of Contract

       

      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.

      


      [NO
        TEXT BELOW]

       

      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


      
        
          
          

        

        
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