CHANCERY DIVISION
Strand, London, WC2A 2LL |
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B e f o r e :
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OAK INVESTMENT PARTNERS | Applicant | |
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MR BOUGHTWOOD | Respondent |
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101 Finsbury Pavement London EC2A 1ER
Tel No: 020 7422 6131 Fax No: 020 7421 6134
Web: www.merrill.com/mls Email: mlstape@merrillcorp.com
(Official Shorthand Writers to the Court)
MR MAX MALLIN (instructed by Messrs Needleman Treon) appeared on behalf of the Respondent
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Crown Copyright ©
Tuesday, 14 July 2009
MR JUSTICE SALES:
"The Assignor [PML] has developed and owns the Intellectual Property Rights and Know-How. The Assignor and Assignee [QED] have agreed that all of the Intellectual Property Rights and Know-How existing as at the date of this Agreement and developed in the future by the Assignor are to be transferred to and owned by the Assignee on the terms of this Deed."
"Subject to clause 2.2 and in consideration of the payment by the Assignee of £750,000 plus any applicable VAT (receipt of which the Assignor hereby acknowledges), the Assignor hereby assigns and transfers to the Assignee (where relevant by way of present assignment of future rights) all its right, title and interest in the Intellectual Property Rights and Know-How with full title guarantee and free from encumbrances."
"Following the assignment, the Assignor shall not use the Intellectual Property Rights or Know-How without the permission of the Assignee, shall not disclose any Confidential Information without the permission of the Assignee, and shall keep all Intellectual Property Rights and Confidential Information confidential."
"all [IPR] generated, past, present and future has been assigned to QED Group Limited. EMW has been sold under this understanding and so its [IPR] is also owned by QED Group Limited … Suffice it to say the [IPR] generated both in filed applications and in applications pending are substantial in value, and from the description offered by the EMW team, it seems there will continue to be a good stream of ensuing [IPR] that will follow. All of this future [IPR] will of course form part of the future value …".