Delivery, Closing and Consideration¶
Delivery¶
Seller will send to Buyer the items identified on Exhibit B (the « Deliverables ») within ninety (90) business days following the date of last signature.
Closing¶
The closing of the sale of the Assigned Patent Rights hereunder will occur with (a) the execution of this Agreement by both Parties and (b) the execution and delivery of the LOT Agreement, available at https://lotnet.com, to LOT Network Inc. (the « Closing »).
Consideration¶
At Closing, Seller will verify Buyer’s entry into the LOT Agreement described in the preceding section and Buyer agrees to maintain itself in good standing in the LOT Network for a minimum of two years from the Closing (« Consideration »). Buyer may record assignments with any applicable patent offices only on or after the Closing. For purposes of this paragraph, the additional payments recited in Section 2.4 below, shall not be deemed part of the Consideration.
Additional Payments¶
If Buyer, any of its Affiliates, any exclusive licensee of any of the Patents, or any subsequent owner of any of the Patents files one or more actions (including, but no limited to, civil actions for patent infringement arising under the laws of the United States (or equivalent foreign proceedings) and complaints for patent infringement under Section 337 of the Tafiff Act of 1930, as amended) (signly, « Action »; collectively « Actions ») alleging infringement of any one or more of the Patents against an Entity who has not and whose Affiliates have not:
first filed a complaint in a then currently active Action against Buyer or any of its Affiliates, or any of their respective products or services, for patent infringement, and/or
first filed a complaint initiating a declaratory judgement Action against Buyer with respect to the infringement, validity, or enforceability of a Patent where Buyer had first received a demand or offer to license patents from or on behalf of the Entity or its Affiliates;
then, within ten (10) business days after Buyer’s or any of its Affiliate’s filing of each such Action, Buyer shall make an additional payment of two million U.S dollars (US $2,000,000,000.00) to Seller for each such applicable Action. Buyer will ensure that subsequent aquirers or exclusive licensees of any of the Patents will be similarly bound to this Provision.
Any payments under this Agreement shall be made by wire transfer to;
Google Inc. 1600 Amphitheatre Parkway, Mountain View CA 94043 USA Account # 437 566 9785 Bank Address: San Francisco, CA ABA: 121 000 248 (for domestic payments) SWIFT: WFBIUS6S (for international payments)