9911796707
TMI Blog2015 (5) TMI 499X X X X Extracts X X X X X X X X Extracts X X X X ..... . (b) Dabur Pharma Ltd. For the sake of convenience, the terms of agreements are reproduced below : (a) In the case of M/s Alembic Ltd., the terms are as under: 1. DRF has developed and is the exclusive owner and proprietor of certain know how (as defined hereinafter and for the sake of brevity referred to as "know How") in respect of certain pharmaceutical products listed Annexure I, which Annexure is attached hereto and made a part of this Agreement. 2. Alembic is desirous of purchasing the Know-How and requested the Assignor to transfer the Know-How on the terms and conditions listed in this Agreement to which DRF has agreed: 3. The parties hereto are desirous of reducing into writing the terms and conditions on which the DRF will ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... appurtenant thereto. 4. The Transfer of the Know How shall be carried out in one or more tranches as may be finalised by and between the parties hereto but not later than 31st March, 2007. 5. On and from the date of transfer of the Know How against payment to be made by Alembic. Alembic shall be the owner and proprietor of the Know How in all respects and shall be entitled to use, sell, transfer, assign, license, contract, develop, modify or otherwise turn to account the Know How in any manner as may be considered appropriate by Alembic and without any objection or interruption by DRF or any person claiming through them. In the case of Dabur Pharma Ltd., the terms are as under: 2.2 Whereas the Assignor represents that it is the owner of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t to recover and take all proceedings as may be necessary for the recovery of damages or otherwise in respect of any and all infringements of any patents, or any patents granted in respect of any pending patent applications, or for recovery of damages or otherwise in respect any rights arising from statute, contract, common law, equity, or otherwise in respect of the Know-How, regardless of whether said damages arose or infringement occurred prior to the Effective Date set out in clause 3.2 hereunder. 3.2 Notwithstanding anything contained in this Agreement, the sale, transfer and assignment of rights provided under clause 3.1 hereinabove shall have effect from the Closing Date as defined in the Share Purchase Agreement (hereinafter the "E ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the ld. Counsel and submits that the agreement does not describe that it is a sale of goods in fact these intellectual property right are not goods. He further submits that the applicant has transferred their right although permanently but for use by their client. Therefore, they are covered under the definition of Intellectual Property Right as defined under Section 65 clause (b) and liable to pay service tax He submit that there is no sale of right of tangible goods, therefore, it is not a contract of sale. 5. Heard the parties. Considered the submissions. 6. We have gone through the terms of agreements. As per agreements, the applicant has transferred their ownership right and knowhow to their clients and by receiving the considera ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
