Patent Purchase and Assignment Agreement



 Exhibit 10.16 
 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “***”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN
APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE EXCHANGE ACT OF 1934. 
 Patent Purchase and Assignment Agreement

 By and between 
 1. TecLic Technical Licenses GmbH
(formerly BetaResearch Gesellschaft für Entwicklung und Vermarktung digitaler Infrastrukturen mbH) 
 Koenigstrasse 1 
 D-01097 Dresden 
 Germany 
 – “TecLic” or “ASSIGNOR” – 
 and

 2. ActivIdentity Corporation (formerly ActivCard Corp.) 
 6623
Dumbarton Circle 
 Fremont, California 94555 
 USA 
 – “ActivIdentity” or “ASSIGNEE” – 
 – Together the “Parties” (individually the “Party”) – 
 WHEREAS, TecLic is the
owner of the entire right, title and interest in and to US Patent No. * * *; corresponding EU Patent * * * nationalized in Germany * * *, France * * *, Great Britain * * * and Austria * * *; Russian Patent No. * * *; South African Patent No. * * *;
and pending Malaysia Patent Application No. * * * (respectively, the “US Patent,” the “EU Patent,” the “Germany Patent,” the “Great Britain Patent,” the “France Patent,” the “Austria
Patent,” the Russia Patent,” the “South Africa Patent” and the “Malaysia Patent Application,” respectively, and together, the “Patents”). 
 WHEREAS, presently, the title of all of the Patents is in the former corporate name of TecLic, i.e., all of the Patents currently are titled under
TecLic’s former corporate name, i.e., “BetaResearch Gesellschaft für Entwicklung und Vermarktung digitaler Infrastrukturen mbH” (“BetaResearch”), and TecLic has provided to ActivIdentity formal proof of the legal
identity of BetaResearch by certified excerpts of the register of commerce of Munich and Dresden, Germany, copies of which are attached hereto and made a part hereof, designated Exhibits A and B. 
  



	***	Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 

  


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 NOW, THEREFORE, in consideration of the foregoing premises and the covenants as hereinafter set forth,
and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: 
  

	1.	Sale of the Patents 

  

	 	a.	TecLic, by these presents, does hereby sell, assign and transfer unto ActivIdentity, and ActivIdentity does hereby purchase and accept from TecLic, the entire right, title and
interest in and to the Patents (as defined above), any patent issuing on the Malaysian Patent Application, and any divisionals, continuations, continuations in part, extensions and reissues thereof, under such terms and conditions as hereinafter set
forth. 

  

	 	b.	The individual purchase prices of the Patents conveyed herein (each, an “Individual Purchase Price”) shall consist of the following amounts: 

  

	 	i.	* * * for the US Patent; 

  

	 	ii.	* * * for the EU Patent, including the Germany Patent, Great Britain Patent, France Patent and Austria Patent; 

  

	 	iii.	* * * for the Russia Patent; 

  

	 	iv.	* * * for the South Africa Patent; and 

  

	 	v.	* * * for the Malaysia Patent Application and each Patent issuing thereon. 

  

	 	c.	The total purchase price thus amounts to Euro * * * (in words: Euro * * *) (the “Total Purchase Price”). 

  

	 	d.	The Total Purchase Price is due and payable within two (2) weeks after execution of this agreement (the “Agreement”) by both Parties and payable net and without any
bank fees to the following bank account of TecLic: 

 Commerzbank München 
 Account No.: 296 00 86 
 Bankleitzahl: 700 400
41 
 Swift Code: COBADEFF700 
 The payment obligation shall be deemed satisfied only if payment of the Total Purchase Price is made to the bank account provided in this Section 1.d (the “Account”). No later than one (1) German business day after
TecLic’s receipt of confirmation from Commerzbank München that the Total Purchase Price has been posted to the Account, TecLic shall acknowledge safe receipt of the Total Purchase Price by facsimile notice to ActivIdentity, to the
attention of Mr. Thomas Jahn. 
  

	 	e.	If the Total Purchase Price has not been paid in total within three (3) weeks after execution of this Agreement by both Parties (the “Three-Week Deadline”), TecLic
shall be entitled to terminate this Agreement by facsimile notice to ActivIdentity to the attention of Mr. Thomas Jahn. TecLic shall deliver such notice no later than one (1) week following the Three-Week Deadline. At its sole discretion,
TecLic may, by written notice to ActivIdentity, elect to extend the Three-Week Deadline, in which case, TecLic shall have an additional one (1) week beyond any such extension to terminate this Agreement if the Total Purchase Price has not been
paid within the extended Three-Week Deadline. If TecLic terminates this Agreement in accordance with this Section 1.e, TecLic shall immediately refund to ActivIdentity any and all payments made by ActivIdentity, regardless of whether such
payments were made before or after the Three-Week Deadline. 

  



	***	Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 

  


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	2.	Covenants, Warranties and Limitation of Liability 

  

	 	a.	TecLic covenants, warrants and agrees that: (i) TecLic has the exclusive right to sell, assign and transfer the entire right, title and interest in and to the Patents to be
conveyed herein; (ii) TecLic is the sole legal owner of the Patents and the Patents have neither been assigned nor pledged to a third party and are free of any and all encumbrances; (iii) TecLic is entitled and has the authority to assign
the Patents to ActivIdentity; (iv) all of the Patents are in full force and effect and all payments and requested actions to patent offices to which the Patents pertain have been made and satisfied to maintain in force the Patents at the time
of execution of this Agreement; and (v) TecLic shall not assign or pledge the Patents to a third party following the execution of this Agreement. Nothing contained herein shall constitute a representation or warranty by TecLic that the Malaysia
Patent Application has issued or will issue. TecLic hereby indemnifies and agrees to hold ActivIdentity harmless from, against, and in respect of, and shall, on demand and upon presentation to TecLic of proof thereof, reimburse ActivIdentity for any
and all losses, liabilities or damages suffered or incurred by ActivIdentity (a) by reason of any untrue representation, breach of warranty or non-fulfillment of any covenant by TecLic contained herein or in any certificate, document or
instrument delivered to ActivIdentity pursuant hereto or in connection herewith or (b) which would not have been suffered or incurred if such representation were true and not breached or if such covenant were fully performed. Each
representation, warranty, indemnity, covenant and agreement made by TecLic or ActivIdentity in this Agreement shall survive the closing of this Agreement. 

  


	 	b.	The Parties hereby agree that all costs associated with assigning and transferring the Patents to ActivIdentity shall be borne solely by ActivIdentity. 

  

	 	c.	UPON EXECUTION OF THE SALE, ASSIGNMENT AND TRANSFER OF THE PATENTS AS PROVIDED HEREIN, THE PATENTS SHALL BE PROVIDED “AS IS” TO ASSIGNEE. ASSIGNEE HAS THOROUGHLY EXAMINED
THE PATENTS AND SHALL ACCEPT THEM “AS IS”. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, ASSIGNOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE PATENTS AND THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES OF NON-INFRINGEMENT OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE IN TRADE. 

  

	 	d.	UNDER NO CIRCUMSTANCES SHALL ANY LIABILITY OR INDEMNITY OBLIGATION OF TECLIC OR ACTIVIDENTITY EXCEED THE INDIVIDUAL PURCHASE PRICE OF ONE OR MORE OF THE PATENTS THAT IS OR ARE THE
SUBJECT OF THE DISPUTE INVOLVING SUCH LIABILITY OR INDEMNITY OBLIGATION. 

  

	 	e.	THIS AGREEMENT IS NOT AND SHALL NOT BE CONSTRUED TO CONSTITUTE A LICENSE, EXPRESS OR IMPLIED, TO ANY OTHER TECLIC OR BETARESEARCH INTELLECTUAL PROPERTY. NOTWITHSTANDING THE
FOREGOING, TECLIC AGREES THAT IT WILL NOT ASSERT ANY OF ITS EXISTING PATENTS NOT ASSIGNED HEREIN AGAINST ACTIVIDENTITY FOR PRACTICING AN INVENTION COVERED BY THE CLAIMS OF THE PATENTS ASSIGNED HEREIN. 

  

	3.	Assignment of the Patents 

  

	 	a.	 Simultaneously with the execution of this Agreement, TecLic shall execute and deliver to ActivIdentity such documents and instruments as ActivIdentity shall request
(the “National Assignment Documents”), the forms of which are set out in Annex 1 a)—c) attached hereto, to request the commissioners of the United States Patent and Trademark Office, the European Patent Office and the other
national patent offices wherein the Patents were issued or are pending (a “National Patent Authority”), whose duty is to issue patents or other evidence or forms of industrial property protection 



  

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on applications as aforesaid, to issue the same to ASSIGNEE, its successors, legal representatives and assigns, in accordance with the terms of the
applicable National Assignment Document. ASSIGNEE shall bear all costs related to the execution and registration of the National Assignment Documents. TecLic agrees that it will execute and deliver to ActivIdentity any and all additional documents
and/or instruments that may be reasonably requested by ActivIdentity and necessary to vest full and complete legal and equitable title to the Patents in ActivIdentity, without further consideration than now paid, but at the expense of ActivIdentity,
its successors or assigns. 


  

	 	b.	Upon execution of the National Assignment Documents by TecLic, such documents shall be placed in escrow with Tobias von Tucher of the law firm White & Case LLP, to be
released to ActivIdentity or Cabinet JP COLAS, as directed by those parties, upon confirmation of payment by ActivIdentity of the Total Purchase Price, in accordance with Section 1.d of this Agreement. If the National Assignment Documents are
released to Cabinet JP COLAS, such release shall be addressed as follows: 

 Cabinet JP COLAS 
 37, avenue Franklin D. Roosevelt 
 75008 Paris

 France 
 Attention: Jean-Pierre
Colas 
 Fax: + 33 (0)1 45 61 91 98 
  

	 	c.	Under the condition precedent of having received the Total Purchase Price in full within the time period set forth in Section 1.d of this Agreement, TecLic hereby assigns the
Patents to ActivIdentity, which accepts such assignment. 

  

	 	d.	The Parties agree that the full title to the Patents shall be transferred to the ASSIGNEE upon: (i) execution of this Agreement by both Parties; (ii) execution by TecLic
of the National Assignment Documents; and (iii) payment by ActivIdentity of the Total Purchase Price to TecLic. TecLic shall instruct the patent attorneys listed in Annex 2 attached hereto to receive their instructions with respect to
the Patents from Cabinet JP Colas from the date of assignment of the Patents. 

  

	 	e.	From the date of assignment of the Patents, ActivIdentity shall be entitled to enforce the Patents and recover damages for past, present and future infringements thereof. At the
request of ActivIdentity, TecLic shall provide reasonable support to ActivIdentity in any action concerning the Patents that is initiated by ActivIdentity, including using its best efforts to obtain the reasonable support of Mr. Thomas Hagn
(“Hagn”). In such event, ActivIdentity shall, and upon presentation to ActivIdentity of proof thereof, pay all costs, fees and any expenses of any kind incurred by TecLic or Hagn in full and in advance to TecLic and Hagn respectively. In
addition, ActivIdentity shall defend, indemnify and hold harmless TecLic and Hagn from any claims, counterclaims and costs incurred in any way related to the enforcement of the Patents. 

  

	4.	Notices 

  

	 	a.	Every notice given or required to be given under this Agreement (a “Notice”) shall be in writing and in the English language. A Notice shall, in the case of a recipient
being a company, be sent to the office where the company is registered from time to time. 

  

	 	b.	Every Notice shall be sent by courier, or by prepaid airmail or by facsimile transmission. Every Notice shall be addressed as follows: 

 As to TecLic: 
 White & Case LLP

 Königstraße 1 
 01097 Dresden 
 Germany 
  

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 Attention: Dr. Axel Bauer, Esq. 
 Fax: +49 351 8888-191 
 As to ActivIdentity:

 ActivIdentity Corporation 
 6623 Dumbarton Circle 
 Fremont, California 94555 
 USA 
 Attention: Mr. Thomas Jahn 
 Fax: +1 510 574 0101 
  

	 	c.	A Notice shall be deemed effective as of the date of dispatch, provided it is dispatched on a normal business day in its country of origin (a “Business Day”); otherwise, a
Notice shall be deemed effective as of the next Business Day. 

  

	 	d.	In proving service of Notice, it shall be sufficient to prove that delivery was made or that the envelope containing the Notice was properly addressed and posted either by prepaid
first class recorded delivery post or by prepaid airmail, as the case may be, or that the sender’s facsimile transmission report confirmed receipt. 

  

	5.	General 

  

	 	a.	None of the rights or obligations of a Party under this Agreement may be assigned or transferred without the prior written consent of the other Party. 

  

	 	b.	This Agreement and the documents referred to herein constitute the entire agreement between the Parties relating to the subject matter hereof, and supersede all previous agreements
between the Parties relating to such subject matter. There shall be deemed to be comprised in this Agreement all letters and acknowledgements exchanged between ActivIdentity and TecLic contemporaneously with and expressed to be ancillary to this
Agreement. 

  

	 	c.	Each Party confirms that, in agreeing to enter into this Agreement, such Party has not relied on any representation, warranty, collateral contract or other assurance except those
set out in this Agreement. To the extent any previous representation, warranty, collateral contract or assurance was made to or with a Party, that Party waives all rights and remedies with respect thereto. However, nothing in this clause shall limit
or exclude liability for fraud. 

  

	 	d.	The express rights and remedies provided in this Agreement do not exclude any other rights and remedies provided by law, except to the extent that the rights and remedies of a Party
are expressly excluded or restricted by the terms of this Agreement. 

  

	 	e.	Any variation or waiver of any terms of this Agreement shall not be binding unless set out in writing, expressed to amend this Agreement and signed by or on behalf of ActivIdentity
and TecLic. 

  

	 	f.	If any provision of this Agreement, or any part of a provision of this Agreement, is found to be illegal, invalid or unenforceable, the remaining provisions, or the remainder of the
provision concerned, shall continue in effect and the illegal, invalid or unenforceable provision shall be replaced by a provision which ActivIdentity and TecLic would have agreed upon should they have known about such deficiency.


  

	 	g.	Any date or period mentioned in this Agreement may be extended by agreement between ActivIdentity and TecLic. However, as regards any date or period (whether or not extended by
agreement), time shall be of the essence of this Agreement. 

  

	 	h.	 Neither of the Parties shall at any time make any announcement of this transaction or disclose any term of this Agreement, or of any document referred to in this
Agreement, without the prior written approval 



  

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of the other Party except to the extent that such information is already lawfully in the public domain. The Parties shall each use their best efforts to keep
the terms of this Agreement and the documents referred to herein, which are not already lawfully in the public domain from time to time, strictly confidential. Despite the above, a Party shall be entitled to make any announcement or disclosure which
is imposed on that Party (or on any holding company of that Party) by law or by the rules of any regulatory body to which that Party (or holding company) is subject, but the Parties shall, as far as practicable, consult with one another prior to
making such announcement or disclosure regarding the form of such announcement or disclosure. Nothing in this Section 5.h shall be interpreted as prohibiting ActivIdentity from presenting or producing this Agreement to or before a National
Patent Authority whenever necessary for registering the assignment of one of the Patents in the corresponding country in the event that the National Patent Authority deems the relevant National Assignment Document unsuitable. In such a case,
ActivIdentity will use its best efforts to preserve the confidentiality of the payment terms under this Agreement, including, as appropriate, by redacting such terms from the document before submitting them to any National Patent Authority.



  

	 	i.	This Agreement may be executed in any number of counterparts and all the counterparts when taken together will constitute one agreement. Each Party may enter into this Agreement by
executing a counterpart. 

  

	 	j.	Each individual signing this Agreement on behalf of a Party represents that he has been fully empowered by that Party to execute this Agreement, that all necessary action to
authorize execution of this Agreement by him has been taken by such Party, and that the Party on whose behalf he executes this Agreement has full authority, power and capacity to enter into this Agreement and that all necessary actions have been
taken to enable that Party lawfully to enter into this Agreement. 

  

	6.	Applicable Law, Jurisdiction 

  

	 	a.	This Agreement shall be governed by, and construed in accordance with, the laws of the Federal Republic of Germany. 

  

	 	b.	The Parties irrevocably consent to the exclusive jurisdiction and venue of courts located in Munich, Federal Republic of Germany in connection with any dispute or action relating to
this Agreement. 

 [THIS SPACE INTENTIONALLY LEFT BLANK] 
  

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 IN TESTIMONY WHEREOF, ASSIGNOR has caused this Patent Purchase and Assignment Agreement to be duly
executed by its duly authorized officer on the date set forth below. 
  

			
	TECLIC TECHNICAL LICENSES GMBH
		
	By:	 	Dr. Axel Bauer, Geschäftsführer (CEO)
		
		 	/S/    AXEL
BAUER        
		
	Date:	 	July 6, 2006

 FEDERAL REPUBLIC OF GERMANY 
 On this 6th day of July 2006, before me the undersigned, a Notary Public for the Federal Republic of Germany, personally appeared Dr. Axel BAUER, personally known to me to be the person whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. 

Witness my hand and official seal. 
  

	
	
	   
	Signature of Notary


  

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 IN TESTIMONY WHEREOF, ASSIGNEE has caused this Patent Purchase and Assignment Agreement to be duly
executed by its duly authorized officer on the date set forth below. 
  

			
	ACTIVIDENTITY CORPORATION
		
	By:	 	Thomas Jahn, Chief Operating Officer (COO)
		
		 	/S/    THOMAS
JAHN        
		
	Date:	 	July 6, 2006

 On this 6th day of July 2006 before me the undersigned, a Notary Public for the Federal Republic
of Germany, personally appeared Mr. Thomas JAHN, proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity,
and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. 
 Witness my hand and official seal. 
  

	
	
	   
	Signature of Notary


  

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 Annex 1 a 
 ASSIGNMENT 
 WHEREAS, TecLic Technical Licenses GmbH, a Gesellschaft mit beschränkter Haftung
organized and existing under and by virtue of the laws of the Federal Republic of Germany and having a principal place of business at Koenigstrasse 1, D-01097 Dresden, Germany, formerly known as BetaResearch Gesellschaft für Entwicklung und
Vermarktung digitaler Infrastrukturen mbH of Unterföhring (Germany), the change of Corporate name and address of which has been recorded with the German Register of Commerce, as per excerpt annexed therewith, designated, 
 (hereinafter “ASSIGNOR”) 
 is the present owner of
the entire right title and interest in and to United States Patent No. * * *, issued on * * *, entitled “* * *” (the “Patent”); and 
 WHEREAS, ActivIdentity Corporation, a corporation organized and existing under and by virtue of the laws of the State of Delaware, United States of America (U.S.A.), and having a principal place of business at 6623
Dumbarton Circle, in the City of Fremont, and State of California 94555, U.S.A., 
 (hereinafter “ASSIGNEE”) 
 desires to obtain the entire right, title and interest in and to the Patent and the inventions described and claimed therein for its own use and behalf and for its legal
representatives, successors and assigns, 
 NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, ASSIGNOR, by these presents, does hereby sell, assign, and transfer, unto ASSIGNEE, the entire right, title and interest in and to US Patent No. * * * (including any reissues, divisionals, continuations and
continuations-in-part thereof), along with the right to recover for past and future infringement thereof, and further including: all income, royalties, and damages hereafter due and/or payable to ASSIGNOR, including all rights to sue for past,
present and future misappropriations thereof, and all rights corresponding to any of the above throughout the world. 
 Authority is hereby
given to the holder of an original copy of the present confirmative agreement for having recorded on the US Register for Patents the assignment, and the previous change of Corporate name and address of the ASSIGNOR as well. 
 [Signature Pages to Follow] 
  



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 IN TESTIMONY WHEREOF, ASSIGNOR has caused this Patent Assignment Agreement to be duly executed by its
duly authorized officer on the date set forth below. 
  

			
	TecLic Technical Licenses GmbH
		
	By:	 	  
	Name:	 	Axel BAUER
	Title:	 	Geschäftsführer (CEO)
		
	Date:	 	  

 FEDERAL REPUBLIC OF GERMANY 
 On this 6th day of July 2006, before me the undersigned, a Notary Public for the Federal Republic of Germany, personally appeared Dr Axel BAUER,
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature
on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. 
 Witness my hand and official
seal. 
  

	
	
	   
	Signature of Notary


  

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 IN TESTIMONY WHEREOF, ASSIGNEE has caused this Patent Assignment Agreement to be duly executed by its
duly authorized officer on the date set forth below. 
  

			
	ActivIdentity Corporation
		
	By:	 	  
	Name:	 	Thomas Jahn
	Title:	 	Chief Operating Officer (COO)
		
	Date:	 	  

 On this 6th day of July 2006, before me the undersigned, a Notary Public for the Federal Republic
of Germany, personally appeared Thomas JAHN, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. 
 Witness my hand and official seal. 
  

	
	
	   
	Signature of Notary


  

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 Annex 1 b 
  

ASSIGNMENT 
 CONFIRMATIVE AGREEMENT

 BETWEEN THE UNDERSIGNED 
 the
Assignor 
 TecLic Technical Licenses GmbH 
 Koenigstrasse 1 
 D-01097 Dresden 
 Germany 

formerly known as BetaResearch Gesellschaft für Entwicklung und Vermarktung digitaler Infrastrukturen mbH, of Unterföhring (Germany), 
 the change of Corporate name of which is recorded with the German Register of Commerce, as per excerpt annexed therewith, 
 ON THE ONE PART, 
 AND 
 the Assignee, 
 ActivIdentity Corporation

 6623 Dumbarton Circle 
 Fremont, California 94555

 U.S.A. 
 ON THE OTHER PART, 

WHEREAS 
 By separate Patent Purchase and Assignment Agreement
executed on the same date as this agreement, the Assignor assigned to the Assignee the following patents, patent application and any patent issuing on such patent application: 
  
 CONTRAT CONFIRMATIF 
 DE CESSION 
 ENTRE LES SOUSSIGNEES 
 le Cédant, 
 TecLic Technical Licenses GmbH 
 Koenigstrasse 1 
 D-01097 Dresde 
 Allemagne 
 préalablement dénommée BetaResearch
Gesellschaft für Entwicklung und Vermarktung digitaler Infrastrukturen mbH, de Unterföhring (Allemagne), 
 lequel changement de
dénomination sociale est inscrit au Registre du Commerce allemande, selon l’extrait ci-annexé, 
 D’UNE PART,

 ET 
 le Cessionnaire,

 ActivIdentity Corporation 
 6623 Dumbarton Circle

 Fremont, California 94555 
 U.S.A. 
 D’AUTRE PART, 
 ETANT ENTENDU QUE

 Par Accord d’Achat et de Cession de Brevets séparé signé le même jour que le présent contrat, le Cédant a
cédé au Cessionnaire les brevets, demande de brevet et tout brevet issu de ladite demande de brevet, suivants : 
  

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	•	 	national patents issued or to be issued from the European Patent No. * * *, i.e. 

  

	 	•	 	Germany Patent * * *, 

  

	 	•	 	France Patent * * *, 

  

	 	•	 	Great Britain Patent * * *, and 

  

	 	•	 	Austria Patent * * *; 

  

	•	 	Russia Patent No. * * *; 

  

	•	 	South-Africa Patent No. * * *; 

  

	•	 	US Patent No. * * *; 

  

	•	 	Malaysian Patent Application No. * * *. 

 NOW, THEREFORE, IN
CONSIDERATION 
 Of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 1°- 
 The Assignor hereby confirms, ratifies and
acknowledges the assignment and the transfer onto the Assignee, who accepts, of all his rights on said Patents. 
 2°- 
 This agreement is made for the purpose of carrying out the above mentioned Patent Purchase and Assignment Agreement, and shall not modify any terms thereof. 

3°- 
 Authority is hereby given to the holder of an original
copy of the present confirmative agreement for having recorded with each appropriate agency of any country in which any and all of the Patents have issued or have been registered the assignment, and the previous change of Corporate name and address
of the Assignor as well. 
  

	•	 	brevets nationaux issus ou qui seront issus du Brevet Européen n° * * *, à savoir : 

  

	 	•	 	brevet allemand * * *, 

  

	 	•	 	brevet français * * *, 

  

	 	•	 	brevet britannique * * *, 

 et 
  

	 	•	 	brevet autrichien * * *; 

  

	•	 	brevet russe n° * * *; 

  

	•	 	brevet sud-africain n° * * *; 

  

	•	 	brevet US n° * * *; 

  

	•	 	demande de brevet en Malaisie n° * * *. 

 IL A ETE PAR LES
PRESENTES, EN CONTREPARTIE 
 De bonne et valable contrepartie, dont les présentes constituent quittance, convenu par les parties ce qui suit:

 1°- 
 Le Cédant par les présentes
confirme, ratifie et reconnaît la cession et le transfert au Cessionnaire, qui accepte, de tous les droits qu’il possède sur ces brevets. 
 2°- 
 Le présent contrat est établi en application de l’Accord d’Achat et de Cession de Brevets mentionné
ci avant et ne modifie pas les termes de ce dernier. 
 3°- 
 Pour faire inscrire la présente cession, ainsi que le changement de dénomination et adresse du Cédant préalable, auprès de chaque administration appropriée existante dans tous les pays dans lesquels
tous les brevets ont été délivrés ou ont été enregistrés, tous pouvoirs sont donnés au porteur d’un original des présentes. 
  



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 Made at 
 this 

in eight exemplars 
  

			
	TecLic Technical Licenses GmbH
		
	By:	 	Axel BAUER
	Title:	 	Geschäftsführer (CEO)
	
	ActivIdentity Corporation
		
	By:	 	Thomas JAHN
	Title:	 	Chief Operating Officer (COO)

  
 fait à 
 Le 
 en huit exemplaires 
  

			
	TecLic Technical Licenses GmbH
		
	Par:	 	Axel BAUER
	Titre:	 	Geschäftsführer (CEO)
	
	ActivIdentity Corporation
		
	Par:	 	Thomas JAHN
	Titre:	 	Chief Operating Officer (COO)

  

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 Annex 1 c 
 RUSSIAN FEDERATION 
 ASSIGNMENT OF A PATENT 
 This Agreement is made between: 
 TecLic Technical Licenses GmbH 
 Koenigstrasse 1 
 D-01097 Dresden, Germany 
 formerly called: 
 BetaResearch Gesellschaft für Entwicklung und Vermarktung digitaler Infrastrukturen mbH,

 Betastrasse 1, 
 D-85774 Unterführing, Germany

 the change of Corporate name of which is recorded with the German Register of Commerce, as per the extract annexed therewith 
 (hereinafter referred to as “ASSIGNOR”), AND 
 ActivIdentity
Corporation 
 6623 Dumbarton Circle 
 Fremont, California
94555, USA 
 (hereinafter referred to as “ASSIGNEE”, or if cited together, as “PARTIES”). 
 GENERAL PROVISIONS 
 ASSIGNOR holds the title and
rights to the patent No. * * * 
 In the application No. * * * 
 Title: Device and method for personalizing chip cards 
 PARTIES HAVE AGREED ON THE FOLLOWING: 
  

	1.	ASSIGNOR hereby assigns the rights to the subject patent to ASSIGNEE, and ASSIGNEE accrues the right to this patent in accordance with Article 10 (5) of the Russian Patent
Law. 

  

	2.	PARTIES have agreed on the sum of the reward and on the payment plan. 

  

	3.	This Agreement is executed in 3 copies. 

 Signed at
                                        
                                    , 
                                        
     (place) 
 1(Date) 
  


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 15 








 For and on behalf of ASSIGNOR /
                                        
                             
  

					
	   	 		 	            /By:
                         / Axel BAUER
	(signature /                     )	 		 	

                     
/Title:                     / Geschäftsführer (CEO) 
 For and on behalf of ASSIGNEE /
                                        
     
  

					
	   	 		 	            /By:
                         / Thomas Jahn
	(signature /                     )	 		 	

                      /Title:
                     / Chief Operating Officer (COO) 
  

 16 








 Annex 2 
 Patent Attorneys 
  

							
	 Patent Country
	  	 Attorney Name
	  	 Firm
	  	 Address/Tel./Fax

	Europe	  		  		  	
				
	Germany	  	Mr. Franz-Josef Schöniger	  	Betten & Resch	  	 Theatinerstr. 8
 80333 Munich
 Germany
 Tel: +49-89-2 42 41 70
 Fax: +49-89-2 60 78 96

				
	France	  		  	BREVALEX	  	 3, rue du Doctor Lancereaux
 75008 Paris
 France
 Tel: +33-1-53 83 94 00
 Fax: +33-1-45 63 83 33

				
	Great Britain	  		  	Venner, Shipley LLP	  	 20 Little Britain
 London ECIA 7DH
 Great Britain
 Tel: +44-20-7600 4212
 Fax: +44-20-7600 4188

				
	Austria	  		  	Dipl.-Ing. Patentan-waltskanzlei Matschnig	  	 P.O. Box 252
 1070 Vienna
 Austria
 Tel: +43-1-52 334 96
 Fax: +43-1-52 648 86

				
	Russia	  		  	Patentanwälte v. Füner Ebbinghaus Finck Hano	  	 P.O. Box 95 01 50
 81517 Munich
 Germany
 Tel: +49-89-45 92 02
 Fax: +49-89-48 20 58

				
	USA	  		  	DLA Piper Rudnick Gray Cary US LLP	  	 2000 University Avenue
 East Palo Alto, CA
94303
 USA
 Tel: +1-650-833 2000
 Fax: +1-650-833 2001

				
	South Africa	  	Mr. A.J.S. Dunlop	  	HAHN & HAHN Patent Attorneys	  	 Hahn Forum
 222 Richard Street
 Hatfield 0028 D. 219 Pretoria
 South Africa
 Tel: +27-27-12 342 1774 56
 Fax: +27-27-12 342 3027

				
	Malaysia	  		  	BADRI, KUHAN, YEOH & GHANDI	  	 Suite 44-2, 2nd Fl.
 TK&G Chambers, No. 44 Jalan
Kemuja
 P.O. Box
 Kuala Lumpur
 Tel: +60-603-283 41 45
 Fax: +60-603-283 52 84


  

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