HALF of which sum will have to be paid by Ciba Summit during the year 1940, this agreement being concluded on July 1st, 1940. IN case the Society should incur expenses of considerable amount which as a rule are not included in the Society's said research-departments costs but nevertheless are or are to be spent to the advantage of the research work, such as the costs of new laboratory buildings and the like, Ciba Summit agrees to take over a certain amount of said costs and expenses, which amount shall be fixed in common understanding and need not necessarily be a share similar to the relation of research costs stated for the year in question. ARTICLE VIII. PAYMENTS THE payments to be made by Ciba Summit under the provisions of this agreement shall be made within three months after the annual closing of accounts to the Bank of the Manhattan Co., 40 Wall Street, New York, or to such other Bank as may be named by the Society, this time limit being however subject to the right of inspection of Ciba Summit as stated in Article IX hereinafter. 1. (a) IN order to be in a position to give Ciba Summit true and correct statements and reports as to the costs and expenses incurred to be shared between the Society and Ciba Summit as described herefore, the Society shall keep full and true records in sufficient detail so that the costs and expenses which it is agreed to share may be properly ascertained. (b) THE Society shall at request of Ciba Summit permit an independent public ́accountant, selected by the requesting party, except one to whom the requested party has some reasonable objection, to have access to such books and records of the requested party as may be necessary to determine the correctness of any reports or payments made by the Society under this agreement or to obtain such information in case of failure of report. Any such access may be made at any time during the ordinary business hours in the three months following the Society's reports by which the share of costs and expenses to be taken over by Ciba Summit are calculated or following a contest of Ciba Summit concerning the amount and the nature of said costs and expenses, the right to inspect carrying with it the right to copy excerpts of such information from said books and records. 2. (a) CIBA Summit shall be obliged to keep true records in sufficient detail as to the annual turn-over and give the Society true and correct statements thereof and the Society shall have the same rights of inspection as stated heretofore to the benefit of Ciba Summit. (b) IN order to give the Society an idea of the U. S. A. development of each of the products marketed and/or manufactured by Ciba Summit, and to enable the Society to bring the research work in true relation to the market needs, Ciba Summit shall transmit to the Society monthly notices of the turn-over of each of said products, this notice to be given not later than on the 20th day of the following month. ARTICLE X. MODIFICATIONS AS TO RESEARCH DEPARTMENTS THE Society shall be at liberty to reduce or to increase the number of the employees and collaborators of the research departments but shall currently inform Ciba Summit of the development of said departments and of the work executed or intended to be started or of any reduction or extension of the research plants and equipments, said information to be given by letter and/or in conferences to be held from time to time at the request of each of the parties. ARTICLE XI. NOTIFICATIONS ANY notice required or authorized to be given hereunder by either of the parties hereto to the other may be left at or sent by registered post addressed to the party for whom it is intended at the last-known place of business of such party. Any notice sent by post shall be deemed to have been served at the time it ought in due course of post to be delivered at the address to which it is sent and proof that the envelope containing the notice was properly addressed, stamped, and posted :shall be sufficient evidence of service. ARTICLE XIII. DURATION AND TERMINATION OF AGREEMENT 1. THIS agreement shall be deemed to have come into force on July 1st, 1940, and shall continue for a period of twenty years and thereafter always shall continue for an additional period of one year unless determined to the end of a calendar year by three months, written notice by either of the parties. 2. IF, while the provisions of this agreement are in effect, changes should take place in the ownership and control of Ciba Summit which might seriously impair the substantial interests of the Society, the Society may within ninety days after knowledge of such changes, give notice in writing or by cable to Ciba Summit of such changes of which it does not approve; if such changes are not eliminated within three months after such notice, the Society may terminate this agreement upon not less than three months' notice in writing or by cable to Ciba Summit. 3. IF either party should commit any breach of essential stipulations of this agreement which is so severe that the other party cannot reasonably be expected to continue this agreement, the other party may within thirty days after notice of such breach, give notice of such alleged breach in writing or by cable; if such breach be not remedied by the offending party within six months after such notice, the other party may terminate this agreement, upon not less than three months prior notice in writing or by cable to the other party. ARTICLE XIII. ARBITRATION THIS agreement shall be construed and enforced according to the laws of Switzerland. IF during the continuance of this agreement or at any time hereafter any dispute, difference, or question shall arise between the parties hereto touching this agreement or the constructions, meaning, or effect thereof or anything herein contained or the rights and liabilities of the parties hereto under these presents or otherwise in relation to the premises then every such dispute, question, or difference shall be settled in Switzerland by three arbitrators, one to be appointed by each party and the umpire to be appointed by the parties arbitrators. If either party should fail to nominate its arbitrator within thirty days after notice, or if the arbitrators within thirty days after they have been nominated should not come to an understanding as to the umpire, the arbitrators or the umpire as the case may be shall be nominated by the President in chair of the Court of Appeal of Basle. THE parties hereto agree to be bound by the decision in any such arbitration: which they declare to be final, and agree that judgment or execution upon any such decision may be entered in the Court having jurisdiction over the parties. IN WITNESS WHEREOF the parties have executed this agreement as of the day and year first above written. SOCIETY OF CHEMICAL INDUSTRY IN BASLE AND CIBA PHARMACEUTICAL PRODUCTS,INC. ASSIGNMENT AGREEMENT JULY 1ST, 1940. WHEREAS Society of Chemical Industry in Basle, a Swiss Corporation, of Basle, Switzerland, hereinafter called "The Society," represents that it is the sole and exclusive owner of the entire right, title, and interest in and to certain new and useful inventions and that it is the sole owner of the entire right, title, and interest in and to certain letters patent and applications for letters patent of the United States hereinafter specifically listed, and whereas the said Society of Chemical Industry in Basle has adopted and used in its business certain trade marks registered in the United States Patent Office and hereinafter specifically listed, and whereas Ciba Pharmaceutical Products, Inc., a corporation of the State of New Jersey, having a place of business at Summit, New Jersey, hereinafter called "Ciba Summit," desires to acquire the foregoing inventions and the patents and applications for letters patent aforesaid, and whereas said Ciba Pharmaceutical Products, Inc., is desirous of acquiring said trade marks; Now, therefore, and in consideration of the mutual covenants herein contained, the parties hereto agree as follows: 1. THE Society undertakes to sell, assign, and transfer unto Ciba Summit the entire right, title, and interest in and to the inventions and letters patent and applications for letters patent named and stated in Schedule one hereinafter affixed, the same to be held and engaged by Ciba Summit to the full end of the term for which said letters patent and applications for letters patent are or may be granted, together with all renewals, revivals, extensions, reissues, and divisions thereof; 2. THE Society undertakes to sell, assign, and transfer unto Ciba Summit, the entire right, title, and interest in and to the trade-marks and the registrations thereof named and stated in Schedule two hereinafter, together with the good will of the business in connection with which the said marks are used. 3. (a) IN consideration of the rights hereby conferred to it by the Society according to article 1 hereof, Ciba Summit will pay to the Society the sums listed in Schedule 1 and amounting to a total of $936,450, which sum in consideration of the large interests involved the Society agrees to reduce to a lump sum of $900,000. (b) THE sum of $900,000 shall be paid by the assignee within seven years and a half, to say until the 31st December 1947, by half yearly instalments of $60,000 to be effected to the Bank of the Manhatton Co., 40 Wall Street, New York or to such other Bank as may be named by the Society. For the case Ciba Summit should decide to effect the payment of instalments before falling due, the Society agrees to allow a discount of 4 percent (four percent) pro rata temporis. 4. IN consideration of the rights hereby conferred to it by the Society according to article 2 hereof, Ciba Summit will pay to the Society the sum of $150,000 within thirty days after signature of this agreement this payment to be made to the Bank of the Manhatton Co., 40 Wall Street, New York, or to such other Bank as may be named by the Society. 5. It is understood between the parties that whatever obligations have been or may have to be contracted by the Society and relating to the patent or trademark rights forming subject of this agreement shall be taken over by the assignee. 6. CIBA Summit undertakes to maintain at its own costs the trade-marl's forming subject of this agreement and not to abandon any such trade-mark with\out the written consent of the Society. 7. THE Costs and expenses of the transfer, according to article 1 and 2 of this agreement as well as the costs and expenses for the maintenance of the trademarks and for patent and trade-mark protection, including the costs of any interferences, proceedings, or infringement suits shall be borne by the assignee. IN WITNESS WHEREOF the Owner has caused this assignment to be executed on its behalf by Max Hartmann, director, and Otto Werdmüller, vice-director at Basle, Switzerland, on the 1st day of July 1940. SOCIETY OF CHEMICAL INDUSTRY IN BASLE, OTTO WERDMÜLLER, THE foregoing Assignments, the details of which are listed hereinafter in Schedules 1 and 2 are hereby accepted and the conditions and terms thereof hereby agreed to this 1st day of July, 1940. CIBA PHARMACEUTICAL PRODUCTS, INC. |