and and authority, at the said - works, and at such other works Prec. VII. situate within the counties of or either of them, as the company may hereafter acquire or rent, to use and exercise the said several inventions comprised in the said letters patent respectively so far as the said inventions, or any of them, are or is applicable to the manufacture of, but not for any other purpose whatsoever. licence. 3. The said licence shall continue during all the residue now Term of unexpired of the terms of years granted by the said letters patent respectively, and during all prolongations and extensions of any of the same terms. shares. 4. As a premium for the grant of the said licence the Premium in company shall, on or before the day of next, allot to, or to the nominees (a) of the said A., ten thousand of its shares, which shares shall be deemed for all purposes to be fully paid up and shall be numbered in the books of the company -inclusive (b). to (a) See supra, p. 11. (b) See supra, p. 10. royalty. 5. The company shall, subject to the provisions hereinafter Rent and contained, pay to the said A. in respect of every ton of manufactured by it during the continuance of the said licence, and in the manufacture of which the said inventions, or any of them, shall be employed, the royalty of shillings, such royalty to be payable at the times hereinafter mentioned. 6. The said licence shall be by deed, and shall contain covenants by the company to keep, or cause to be kept, full, true, and just accounts of all manufactured by it, and in the manufacture of which the said inventions or any of them shall have been employed, and within fourteen days after each of the usnal quarter days in each year during the continuance of the said licence to render the said A. a full and complete statement in writing of all manufactured by the company, and in the manufacture of which the said inventions, or any of them, shall have been used during the quarter ending on such quarter day; and (if required by the said A.) to procure such statement to be verified by the statutory declaration of the manager or secretary of the company: And within twenty-one days after each of the said quarter days to pay, or cause to be Covenants by be contained Prec. VII. paid, to the said A., the full amount of the royalty for such quarter: And to permit the said A., his executors, administrators, or assigns, or his or their agents, duly authorised in that behalf, at all times during the continuance of the said licence, in the day time, at his or their discretion, to enter upon the works of the company, and to see, examine, and watch the operations and processes there carried on and used: And that if the company shall, during the continuance of the said licence, make or discover any improvements or additions to the said inventions, the company shall not obtain or apply for, and will not knowingly permit or suffer any person in its employment to obtain or apply for the grant of any letters patent for the exclusive use of such improvements or additions without the previous consent in writing of the said A. : Proviso. Proviso. And a proviso that in case the said letters patent, or any of them, shall be openly and continuously infringed, and the said A., his executors, administrators, or assigns, shall not, within a reasonable time after such infringement shall have come to his or their knowledge, take proceedings to prevent and stay the same, and duly prosecute the proceedings so taken; or, in case the said letters patent shall fail or become void by reason of the non-payment of any monies thereby required to be paid in order to keep the same on foot; or, in case the said letters patent shall be declared or found void or invalid by any Court of competent jurisdiction; or, in case the majority of the persons for the time being holding licences to use the said inventions, or any of them, shall wilfully neglect or refuse to pay the royalties which for the time being shall be payable by such persons as last aforesaid respectively, such neglect or refusal not being the result of any combination or connected action on the part of such licensees; then, and in every or any of the cases aforesaid, and so long as the same shall continue, the said royalty shall cease to be payable : And a proviso that if the said A. shall, by any licence granted after the date of the licence to be granted in pursuance of this agreement, permit any person, or persons, or company (other than the company), to use and exercise the said inventions, or any of them, at any royalty less than the royalty to be paid by the company as aforesaid, then and in such case the royalty subsequently payable by the company shall (so long as such licence or licences shall continue), be reduced to the rate of the Prec. VII. lowest royalty for the time being payable under any such licence as last aforesaid. Covenants by A. to be con tained in 7. The said licence shall also contain covenants by the said A., that the said letters patent are valid and in full force, and in nowise void or voidable; that he has good right to grant the licence. said licence; and for quiet enjoyment qualified in the usual manner; and to permit the company in case of any infringement of the said letters patent, or any of them, to bring any action in respect thereof, in the name of the said A., nevertheless keeping him indemnified from all costs and damages on account thereof; And at all times during the continuance of the licence agreed to be hereby granted (if he shall so long live), to furnish the company with all such information with reference to the mode of using the said inventions as may in the opinion of the company be necessary to enable the company to obtain the full benefit of the said licence; and also during the continuance of the said licence, at the request and expense of the company to communicate to it all improvements in or additions to the said inventions which he may make or discover, and to permit and suffer the company to enjoy the use thereof without any additional royalty, but so far only as the same may be applicable to the manufacture of ; and within fourteen days next after he shall have granted, or agreed to grant, any licence for the use by any other company, or person, or persons, of the said inventions, or any of them, in the counties of and or any of such counties, to communicate to the company the date, nature, terms, and effect, of every such licence or agreement; and also within the like period to communicate to the company the like particulars of any licence or agreement which he shall grant, or agree to grant, for the use of the said inventions, or any of them by any other company, or any person or persons, in any other part of the United Kingdom, the Channel Islands, and the Isle of Man, at a less royalty than that payable by the company; And that he will not at any time hereafter during the continuance of the said licence either solely [supra, p. 24]; And for further assurance. of licence. 8. Upon proof being given to the said A. that the company Execution has purchased the said works, the said A. shall execute a proper deed of licence to the effect hereinbefore provided; such office of Messrs. Prec VII. deed shall be prepared by the company and shall be left at the the solicitors of the said A., at least seven days before the said A. shall be required to execute the Counterpart of licence. Expenses of deeds. Arbitration. Contingent avoidance of agreement. same. 9. The company shall execute a counterpart of the said deed of licence, and shall deliver the same to the said A. 10. The expenses of and incident to the preparation and execution of the said deed of licence and counterpart shall be borne by the company. 11. Upon, &c. [supra, p. 25]. 12. If, &c. [supra, p. 25]. 13. If any, &c. [supra, p. 47, clause 23, mutatis mutandis]. 14. If the company shall not be incorporated and purchase Prec. VIII. AGREEMENT by COMPANY ADOPTING CONTRACT MADE, ON ITS BEHALF, BEFORE ITS INCORPORATION. For indorsement Partics. Recitals. Ratification on original contract. AN AGREEMENT made this day of between A., of &c., of the first part, B., of, &c., of the second part, Now IT IS HEREBY MUTUALLY AGREED as follows:- hereby ratified and adopted by the company, and shall be Prec.VIII. binding on the company in the same manner as if the company of withinhad been incorporated prior to the date thereof, and had written duly authorised the said B. to enter into the same on its agreement. behalf. 2. The said B. shall henceforth be discharged from all Discharge liability under or in respect of the said agreement (a). IN WITNESS, &c. (a) As to the above agreement, see supra, p. 2. of B. from liability. PRECEDENT IX. AN AGREEMENT by COMPANY ADOPTING, with MODIFICATIONS, Prec. IX. CONTRACT made on its behalf before its INCORPORATION. AN AGREEMENT, made the day of between Parties. of the third part. WHEREAS, by an agreement dated, &c., Recitals. NOW THESE PRESENTS WITNESS, AND IT IS HEREBY AGREED as follows: 1. The said agreement shall, subject to the modifications Adoption of thereof hereinafter contained, be binding on the an agreement company in with modificathe same manner, and be read and construed in all respects as if the company had been party thereto instead of the said A. 2. Clause 5 of the said agreement shall be cancelled, and the following clause shall be substituted in lieu thereof, namely: "5. The purchase-money shall be paid and satisfied in tions therein. Cancellation of a clause in adopted agreement and sub |