EXHIBIT 10.6
Intellectual Property Assignment Agreement
------------------------------------------
WHEREAS, Xxx Acquisition Corp. d/b/a Xxx Technologies, a Massachusetts
corporation ( "Assignor") is the owner of the United States and foreign Letters
Patents and patent applications ("Patents and Applications") and United States
trademark registrations ("Trademarks") that are specifically identified and
listed in the schedule attached hereto, incorporated herein, and made a part
hereof (hereinafter collectively the "Intellectual Property"); and
WHEREAS, Viisage Technology, Inc. (hereinafter "Assignee"), a
corporation organized under the laws of the State of Delaware, is desirous of
acquiring all right, title, and interest in and to the Intellectual Property;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which Assignor hereby acknowledges, and intending to be legally
bound hereby, Assignor does hereby sell, assign, transfer, and set over unto
Assignee, its successors and assigns, Assignor's entire right, title, and
interest in and to the Intellectual Property, including any continuation,
divisional, or reissue applications of the Patents and Applications thereof and
any renewals of registrations or foreign trademark filings for Trademarks
thereof, in the United States and throughout the world, together with any
income, royalties, damages, goodwill or payment due or payable as of the date
hereof or hereafter with respect to the Intellectual Property, including,
without limitation, any claims for damages by reason of past, present or future
infringement or other unauthorized use of the Intellectual Property, with the
right to xxx for, and collect the same for the Assignee's own use and enjoyment,
and for the use and enjoyment of its successors and
assigns, the same to be held and enjoyed by the Assignee, its successors and
assigns, as fully as the same would have been held and enjoyed by the Assignor
had this assignment not been made.
And for the consideration aforesaid, Assignor agrees that Assignor
will, upon request: execute and deliver to Assignee any additional papers,
including any separate assignments of the Intellectual Property, reasonably
necessary to record this Assignment in the United States and throughout the
world; generally do all other lawful acts reasonable and necessary to record
this Assignment in the United States and throughout the world; execute all
lawful papers reasonable and necessary for Assignee to obtain grant of Letters
Patent from any of the Applications and from any continuing, divisional, or
reissue applications thereof, and to vest Assignor's rights therein hereby
conveyed to Assignee as fully and entirely as the same would have been held by
Assignor if this assignment had not been made; and execute all lawful papers
reasonable and necessary in connection with any interference that may be
declared concerning any of the Patents or Applications, or any continuation,
divisional, or reissue thereof, or any Letters Patent issued from any such
Application, or continuation, divisional, or reissue application, and to
cooperate with Assignee in any way reasonable and necessary to obtain and
produce evidence in any such interference. Assignor hereby authorizes and
requests government patent office officials in the United States and in any
foreign countries to issue any and all Letters Patent resulting from the
Applications to Assignee. Assignor hereby grants Assignee or its legal
representative the power to insert on this Assignment any further accurate
identification of Assignee, the Patents, and/or the Applications and/or the
Trademarks that is necessary in order to comply with the rules of patent offices
and trademark offices in the United States or foreign countries for the purpose
of recording this Assignment.
IN WITNESS WHEREOF, Assignor have caused this instrument to be signed
by a duly authorized corporate officer and its corporate seal to be affixed
effective as of the 10th day of January, 2002.
XXX ACQUISITION CORP.
d/b/a XXX TECHNOLOGIES
By /s/ Xxxxxx X. Xxx
--------------------------------------------
Name: Xxxxxx X. Xxx
Title: President and Chief Executive Officer
VIISAGE TECHNOLOGY, INC.
By /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President and Chief Executive Officer
