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The Grantor further convenants and agrees with the Grantee that it and/or its subsidiaries will not manufacture or sell to any party other than the Grantee, for sale or resale in the United States, its territories or possessions, any of the products in regard to which rights have been sold, assigned or transferred or are intended to be sold, assigned or transferred by any of the provisions of this instrument.

The Grantor further covenants and agrees that the invalidity or nonenforcibility of any of the provisions of this instrument shall not affect the validity or enforcibility of any other provision of this instrument.

IN WITNESS WHEREOF, the Grantor has caused this instrument to be executed in its name by one of its directors and one of its attorneys-in-fact, its duly authorized representatives for such purpose, as of the day and year first above written. I. G. FARBENINDUSTRIE AKTIENGESELLSCHAFT, Dr. KURT OPPENHEIM,

ERNST FRIEDLAENDER.

Witness:

OTTO V. SCHRENK.

STATE OF NEW YORK,

County of New York 88:

On this 19th day of March 1938, before me personally came ОTTо V. SCHRENK, the subscribing witness to the foregoing instrument, with whom I am personally acquainted, who, being by me duly sworn, did depose and say that he resides in Far Rockaway, New York; that he knows DR. KURT OPPENHEIM and ERNST FRIEDLAENDER, the individuals described in and who executed the foregoing instrument and knows the same to be a director and attorney-in-fact respectively of I. G. FARBENINDUSTRIE AKTIENGESELLSCHAFT; that he, said subscribing witness, was present and saw said Dr. Kurt Oppenheim and Ernst Friedlaender execute and deliver the same; that said Dr. Kurt Oppenheim and Ernst Friedlaender acknowledged to him, said subscribing witness, that they executed the same as director and attorney-in-fact respectively of I. G. Farbenindustrie A. G.; and that he, said witness, thereupon at the same time subscribed his name as witness thereto.

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GENTLEMEN: The following is a list of United States Letters Patent and applications for United States Letters Patent filed in the United States Patent Office and trade-mark registrations issued by the United States Patent Office and applications for trade-mark registrations filed in the United States Patent Office, all as now owned by us and which will be assigned by us to your company under the terms of the agreement by which we agreed to assign and transfer to you our patents, trade-marks, and other assets in the United States;

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Applications for United States Letters Patent

Serial United States

Inventor

Invention

Hohmann..

E. Mauerhoff.
O. Matthies..
Dieterle..

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Hagedorn.

187, 609

Apr. 29, 1927.

Becker.

185, 653

Apr. 21, 1927.

Dieterle..

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Reitstoetter..
Goldhammer.
do..
Dieterle.

Rietschel.
Eggert

Goldhammer.
H. Meyer.
Reddelien.
Lummerszheim.

Goldacker..
B. Wendt..
Matthies.
M. Reck.

do..

"Protective Lacquers on Photographic Films."
"Holder For Flat Films with a clamping device, etc."
"Manufacture of Photographic Silver Halide Emul-
sions."

"Process of Manufacturing Photographic Silver Halide
Emulsions."

"Process of Manufacturing Light Sensitive Silver Halide Emulsions.'

"Improvements Relating to the Manufacture of Photographic Plates or Films."

"Photographic Raw Film With Reproducible Inscription."

"Light Sensitive Photographic Material."

"Photographic Silver Halide Emulsions."

"Improvements in Gelatine for Light Sensitive Silver Salts Emulsions."

"Photographic Silver Halide Emulsions."

"Film Cameras."

"Spool-Holder for Film Cameras."

"Process of Manufacturing Photographic Silver Halide Emulsions."

"Photographic Camera."

"Dark-Room Lighting."

"Lens Mounting."

"A Photographic Developer."
"Photographic Developers."

"Photographic Film with Visible Reproducible Inscrip-
tions."

"X-Ray Dental Film Package."

"Process of Manufacturing Photographic Silver Salt
Emulsion and Light Sensitive Material."
Do.

"Proc. for Production of Photographic Prints and Light
Sensitive Materials.

"Light Sensitive Materials and Process for the Production of Photographic Prints."

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AGREEMENT between ROCHE ORGANON INC., hereinafter referred to as ROCHEORGANON, and HOFFMAN-LA ROCHE, Inc., hereinafter referred to as ROCHE, both being corporations organized and existing under the laws of the State of New Jersey, as of the first day of April 1938.

WITNESSETH:

I

ROCHE undertakes to place its manufacturing, merchandising and promotional department at the disposal of ROCHE-ORGANON for the manufacture, subdivision, distribution, and promotion in the United States, its territories, and possessions, as well as in Canada, the Philippine Islands and Cuba (hereinafter referred to as ROCHE-ORGANON TERRITORY), certain substances and preparations (hereinafter referred to as ROCHE-ORGANON PRODUCTS), and undertakes to manufacture, subdivide, distribute, and promote the sale of, said substances in the said territory under the direction of ROCHE-ORGANON, upon the terms and conditions hereinafter set forth. II

All materials needed for the manufacture of RoCHE-ORGANON PRODUCTS shall be placed at the disposal of ROCHE by ROCHE-ORGANON. It is understood that the materials shall remain, and the intermediate and finished products made therefrom shall automatically become, the property of ROCHE-ORGANON.

ROCHE-ORGANON shall disclose to ROCHE the processes and formulae necessary to permit the manufacture of ROCHE-ORGANON PRODUCTS and ROCHE agrees to keep said processes and formulae secret.

III

ROCHE-ORGANON agrees to compensate ROCHE for the services rendered by it in manufacturing, subdividing, and promoting the sale of, ROCHE-ORGANON PRODUCTS by reimbursing ROCHE the actual cost incurred by ROCHE, as ascertained by ROCHE, of the following items, to the following extent: payments by ROCHEORGANON to ROCHE to be made monthly:

1. Direct manufacturing cost which shall comprise the following items to the extent of 100% of such cost:

(a) Cost of raw materials;

(b) Cost of auxiliary materials;

(c) Cost of auxiliary materials;

(d) Wages of labor and salaries of chemists, including bonuses, expended directly in connection with the manufacture of ROCHE-ORGANON PRODUCTS, inclusive of Federal and State unemployment and old age taxes and the expenses of the pension system of ROCHE;

(e) expenses of workshop directly incurred in connection with the plant, machinery, equipment, and fixtures directly employed in the manufacture of ROCHE-ORGANON PRODUCTS;

(f) Cost of light, heat, power, water, steam, gas and maintenance materials in direct connection therewith;

(g) Cost of chemical analysis and biological standardization of ROCHEORGANON PRODUCTS;

(h) Cost of activities of ROCHE's laboratories other than those which served the manufacture of ROCHE-ORGANON PRODUCTS, and which activities are not comprised in the foregoing items but serve directly the manufacture of ROCHE-ORGANON PRODUCTS.

2. ROCHE'S total manufacturing overhead expenses to the extent of 100% of the direct manufacturing cost exclusive of the cost of raw materials and auxiliary materials. The aforementioned percentage may be altered by mutual agreement, provided, however, that it shall, in no event, exceed 100%.

3. Direct subdividing cost of ROCHE-ORGANON PRODUCTS Which shall comprise the applicable items enumerated in paragraph 1-to the extent of 100%.

4. ROCHE's total subdividing overhead expenses to the extent of 25% of the direct subdividing cost, the latter to include the cost of packing materials and auxiliaries but not that of the contents of the packages. The foregoing percentage may be altered by mutual agreement, provided, however, that it shall, in no event, exceed 25%.

5. Direct cost of advertising and promotion-to the extent of 100%.

6. An aditional charge for advertising and promotional expenses not directly allocatable shall be made on the following basis: The total of the nonallocatable advertising and promotional expenses of ROCHE shall be shared by ROCHEORGANON by pro-ration according to the net sales of ROCHE specialties on the one hand and ROCHE-ORGANON products on the other, provided that for the purpose of such calculation, the net sales of ROCHE-ORGANON products shall be tripled during the first year and doubled during the second and third years.

The pro rata share thus resulting for ROCHE-ORGANON products shall be the additional charge for non-allocatable advertising or promotional expenses. Non-allocatable advertising or promotional expenses within the meaning of this clause shall comprise the following items only:

(a) Salaries of representatives visiting doctors, hospitals, and druggists. (b) Travelling expenses of representatives visiting doctors, hospitals, and druggists.

(c) Exhibitions and conventions.

(d) Gifts (if any).

(e) Petty advertising articles (if any).

(f) Addressing machine expense (if any).

(g) Salaries of employees of promotional staff.

(h) Rent of premises from third parties.

(i) Office material.

(j) Library (insofar as expenditures are for purely promotional purposes). (k) General postage expenses (if any).

(1) Sundry expenses (cleaning and maintenance of typewriters, etc., etc.). 7. Cost of sales of said ROCHE-ORGANON PRODUCTS, cost of other services incidental thereto and the cost of bookkeeping, billing, and collecting, the responsibility whereof ROCHE hereby assumes, without, however, assuming liability for bad debts, to the extent of 10% of the net sales by ROCHE of, ROCHE-ORGANON PRODUCTS; "net sales" being deemed gross sales less all returns, discounts, and allowances.

8. Cost of manufacturing and subdividing space and stockroom on the basis of the following computation:

ROCHE-ORGANON shall pay ROCHE a sum equal to 4% per annum of such proportion on the actual original investment of those buildings of ROCHE in which such space or room is placed at the disposal of ROCHE-ORGANON as equals the ratio of the floor space placed at the disposal of ROCHE-ORGANON for the manufacture, subdividing, and storing of ROCHE-ORGANON PRODUCTS to the entire floor space of the buildings, together with the depreciation for the stockroom at the rate permitted by the tax authorities.

IV

Each party shall have the right to inspect the books of the other party by a certified public accountant insofar as the inspection shall be germane to this contract.

V

Differences of opinion as to the interpretation of this agreement shall be referred to and settled by arbitration.

The Board of Arbitration shall consist of one arbitrator to be appointed by the parties and, failing an agreement, the President of the Chamber of Commerce of the State of New York is hereby authorized and requested to make the appointment, provided that each party is entitled to request that the Court of Arbitration consist of three arbitrators, in which case each party shall appoint one arbitrator. If one party should fail to appoint an arbitrator within thirty days from the receipt by registered mail of a request to that effect from the other party, the President of the Chamber of Commerce of the State of New York is hereby authorized and requested to make the appointment. The two arbitrators thus appointed shall elect an umpire, unless he has been nominated by the parties by mutual consent. In case the parties or the nominated arbitrators shall fail to agree on the election of an umpire, the President of the Chamber of Commerce of the State of New York is hereby authorized and requested to make the appointment. The decision of the Board of Arbitration shall be binding on both parties and final.

VI

This agreement is entered into until December 31, 1939, and shall thereafter continue from year to year unless it is terminated by either party by one year's notice to the end of any calendar year.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their duly authorized officers on the ninth/tenth day of September 1938.

ROCHE ORGANON, INC.
HOFFMANN-LA ROCHE, INC.

EXHIBIT No. 212

SCHERING CORPORATION,

ROCHE ORGANON, INC.,

Nutley, New Jersey.

Bloomfield, N. J., December 28, 1939.

DEAR SIRS: Article 10 of the Agreement between us, dated December 28, 1939, relating to Corpus Luteum Hormones, provides that sales in bulk of any of the products therein mentioned may be made to others when written consent of both of us is first obtained. We hereby confirm that each of us consents that either of us may sell the products mentioned in the said agreement in bulk to any persons or firms which are acting under the protection of foreign patents corresponding to United States patent applications Nos. 34,599 and 267,182, which are the subject of the foregoing agreement. The right to sell such products to others shall not, however, be construed to permit the sale of such products in bulk in the United States, its territories or possessions; nor shall the right hereby granted authorize or permit the import of the products so sold into the United States, its territories or possessions without the payment of royalties thereon as provided in the said agreement.

It is further agreed that no royalties are payable by you on sales of the licensed products to licensees under United States patent applications Nos. 34,399 and 267,182 nor on sales to others who are acting under the protection of the foreign patents corresponding to the said United States patents.

In confirmation of the above, we request that you sign and return to us the enclosed copy of this letter.

Yours very truly,

We hereby confirm the above understanding.

SCHERING CORPORATION.

ROCHE ORGANON, INC.

EXHIBIT No. 213

SCHERING CORPORATION AND ROCHE-ORGANON, INC.-LICENSE AGREEMENT

(Corpus Luteum Hormone)

DECEMBER 28, 1939.

AGREEMENT, dated July 1, 1938, between SCHERING CORPORATION, a New Jersey corporation, with its head office at Bloomfield, New Jersey (the Licensor), and ROCHE-ORGANON, INC., a New Jersey corporation, with its head office at Nutley, New Jersey (the Licensee).

WHEREAS the Licensor is the sole owner of United States Patent Application No. 34,599, filed August 3, 1935, and No. 267,182, filed April 10, 1939, and of United States letters patent and other patent applications relating to corpus luteum hormones as hereinafter defined; and

WHEREAS the Licensee wishes to acquire from the Licensor a license under the said application for Letters Patent No. 34,599 and No. 267,182, and under the letters patent and other patent applications now owned by the Licensor, and under such other patents and applications as the Licensor may from time to time acquire in the corpus luteum hormone field, upon the terms and conditions hereinafter stated;

NOW, THEREFORE, the parties hereto each in consideration of the covenants of the other herein contained, hereby agree as follows:

1. (a) The Licensor hereby grants to the Licensee upon the terms and conditions hereinafter stated a nonexclusive nonassignable license to manufacture, use, and sell the products described and claimed in the said application for Letters Patent No. 34,599 and No. 267,182, and to practice the processes described and claimed therein and in any Letters Patent that may issue upon said applications throughout the United States of America, its territories and possessions, but only in the corpus luteum hormones field, for a period beginning July 1, 1938, and ending at the end of the term for which the last expiring patent that may be included in this license is or shall be granted, or sooner, as hereinafter provided. (b) The Licensor shall give to the Licensee written notice at least three months prior to offering for sale any product described or claimed in or made in accordance with any process described or claimed in any United States letters patent or application therefor now owned or hereafter acquired by the Licensor in the corpus luteum hormone field (other than application for United States Letters Patent No. 34,599 and No. 267,182); and the Licensor shall specify in

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