for students

Translation Exercises:

Eg1.

WHEREAS the Licensor possesses know-how for the designing, manufacturing, installing and marketing of … ;

WHEREAS the Licensor has the right and desires to transfer the above-signed know-how to the Licensee;

WHEREAS the Licensee desires to design, manufacture, sell and export… by using Licensor’s know-how.

Eg2:

WHEREAS, ABC is the owner of development projects relating to certain

products, including, but not limited to the abbreviated new drug applications

which have been filed and/or approved, as more specifically set forth below;

Eg3:

WHEREAS, Roche and its Affiliates are in the business of developing, making and selling throughout the world various biochemical and medical products for research, diagnostics, and other purposes；

Eg4:

WHEREAS, BellSouth is a local telecommunications company

authorized to provide telecommunications services in the states of

Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina and Tennessee;

Eg5:

WHEREAS, XYZ desires to purchase from ABC and ABC desires to sell to XYZ such products development projects, together with all their attendant rights and obligations;

WHEREAS, XYZ has agreed to assume from ABC certain liabilities

and undertake certain obligations on behalf of ABC;

Eg6:

WHEREAS, Sepracor and Abbott wish to enter into this Agreement for Abbott to co-promote the product(s) described herein in the Territory;

Eg7:

WHEREAS, this Agreement is supplemental to an agreement dated 5 December 1989 between the parties to this Agreement (“the Principal Agreement”) under which the Purchaser agreed to buy certain assets of the Vendor for an aggregate sum of ￡3 million.

Eg8:

Section X.05. Time Limitation. Any arbitration proceeding under this Agreement must be commenced no later than one year after the controversy or claim arose.

Failure timely to commence an arbitration proceeding constitutes both an

absolute bar to the commencement of any arbitration proceedings with respect to the controversy or claim, and a waiver of the controversy or claim.

Eg9:

Ramification of Indemnitee’s Failure to Deliver Timely Notice. It is a condition precedent to the indemnitor’s obligation to indemnify the indemnitee for a Claim that the indemnitee perform its obligations under subsections (a) and (c).

However, failure to satisfy the condition precedent relieves the indemnitor of its obligation to indemnify for a Claim only to the extent that the indemnitor has

been actually prejudiced by the indemnitee’s failu re to give notice as required.

Eg:10

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") entered into on April 25, 2000 by and among The Publishing Company of ABC, Inc., a Florida corporation ("PCNA"), John Pedranghelu, Eugene O. Russo (collectively, the "Stockholders") and Advertising, Inc., a New York corporation (the "Company"). PCNA, the Stockholders and the Company are referred to collectively herein as the "Parties."

WHEREAS, the Stockholders own all the outstanding shares of common stock of the Company;

WHEREAS, the Stockholders desire to exchange all of their shares of common stock of the Company for common stock of PCNA in a reorganization which is tax free pursuant to Section 368 (b) of the Internal Revenue Code ; and

WHEREAS, PCNA desires to exchange its shares of common stock for all of the outstanding shares of common stock of the Company which are owned by the Stockholders on the terms and conditions contained in this Agreement.

Now, therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows:

Eg11:

Recitals

A. Parent, the Purchaser and the Seller wish to provide for the sale by the Seller to the Purchaser of the Specified Assets (as defined in Section 1.1) and ultimate settlement of certain patent infringement litigation between Parent and the Seller, and certain other related transactions among the parties, all on the terms and subject to the conditions set forth in this Agreement.