Exhibit
10.16


 


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. 6,575,360;
corresponding EU Patent EP0981803 B1 nationalized in Germany (DE59802639), France (EP0981803), Great Britain
(EP0981803) and Austria (EP0981803);  Russian
Patent No. RU2212707 C2; South African Patent No. ZA98/04060; and pending
Malaysia Patent Application No. PI98002174 (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.


 


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.    EUR 1,525,000.00 for the US Patent;


 ii.    EUR 1,525,000.00 for the EU Patent,
including the Germany Patent, Great Britain Patent, France Patent and Austria
Patent;


iii.    EUR 50,000.00 for the Russia Patent;


 iv.   EUR 30,000.00 for the South Africa Patent;
and


  v.   EUR 20,000.00 for the Malaysia Patent
Application and each Patent issuing thereon.


c.               The total purchase price
thus amounts to Euro 3,150,000.00 (in words: Euro three million one hundred and
fifty thousand) (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 


2

















 


payments made by ActivIdentity, regardless of
whether such payments were made before or after the Three-Week Deadline.


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.


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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 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 


4

















 


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


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.


5

















 


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 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, 


6

















 


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]


7

















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/ Dr. 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 (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

  	
   

  



 

















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, 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

  	
   

  



 
















 


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. 6,575,360, issued on June
10, 2003, entitled “Device and Method for Personalizing Chip Cards” (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. 6,575,360 (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]


 


2

















 


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: 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 (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

  



 


3

















 


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

  



 


4

















 


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:

  -  national
  patents issued or to be issued from the European Patent No.
  0 981 803, i.e.

                     •             Germany Patent (DE59802639),

                     •             France Patent (EP0981803),

  	
  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 :

  -  brevets
  nationaux issus ou qui seront issus du Brevet Européen n°
  0 981 803, à savoir :

                     •             brevet allemand
  (DE59802639),

                     •             obrevet français
  (EP0981803),

  



 


 


5

















 


	
                     •             Great
  Britain Patent (EP0981803), and

                     •             Austria
  Patent (EP0981803);

  -  Russia Patent No. RU2212707;

  -  South-Africa Patent No. ZA98/04060;

  -  US Patent No. 6,575,360;

  -  Malaysian Patent Application No. PI98002174.

   

  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.



  Made at

   

  this

   

  in eight exemplars

  	
                     •             brevet
  britannique (EP0981803),  et

                     •             brevet
  autrichien (EP0981803);

  -  brevet russe n° RU2212707;

  -  brevet sud-africain n° ZA98/04060;

  -  brevet US n° 6,575,360;

  -  demande de brevet en Malaisien° PI98002174.

   

  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.

   

  fait à

   

  Le

   

  en huit exemplaires

  



 


6

















 


	
  TecLic
  Technical Licenses GmbH

   

  By : Axel BAUER

  Title : Geschäftsführer
  (CEO)

   

  ActivIdentity
  Corporation

   

  By : Thomas JAHN

  Title : Chief Operating Officer (COO)

  	
  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.

  RU 2212707

  In the application No.
  99125838 (PCT/DE98/01360)

  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)

  



 


8

















 


	
   

  	
   

  
	
  (Date)

  



 


	
  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)

  	
   

  
													



 


9

















 


 


 


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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