ASSIGNMENT OF TRADEMARK
Exhibit 10.3
ASSIGNMENT OF
TRADEMARK
This Agreement (this “Agreement”) is made
and entered into effective as of July 28, 2008 (“Effective Date”) by
and between IMPLANTABLE VISION, INC., a Utah corporation (“Assignor”), on the
one hand, and BT ACQUISITIONS, INC., a Colorado corporation (“Assignee”), on the
other hand.
WHEREAS, Assignor owns the
trademark applications and registrations for the marks set forth on Schedule A attached
hereto (hereinafter collectively referred to as the “Marks”);
WHEREAS, Assignee wishes to
acquire from Assignor all of its right, title and interest in, to and under such
Marks.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor hereby assigns, transfers and conveys to Assignee, its
successors, assigns and legal representatives forever, Assignor’s entire right,
title and interest throughout the world in and to such Marks, together with that
part of the goodwill of Assignor’s business connected with the use thereof and
symbolized thereby, and any and all of Assignor’s other rights, privileges and
priorities provided under the United States, state or foreign law with respect
to the Marks, including, without limitation, Assignor’s common law rights and
rights under the laws of unfair competition (hereinafter the “Transferred Rights”)
and any and all of Assignor’s rights to obtain renewals, reissues, and
extensions for such Marks upon registration of such Marks throughout the world,
or other legal protections pertaining to the Transferred Rights;
AND, Assignor HEREBY covenants
that Assignor has the full right to convey the interest assigned by this
Assignment, has not conveyed any interest in or right to the Marks to any third
party, and Assignor has not executed and will not execute any Agreement in
conflict with this Assignment;
AND, Assignor HEREBY further
covenants and agrees that Assignor will, without further consideration,
communicate with Assignee, its successors and assigns, any facts known to
Assignor respecting the Marks, and testify in any legal proceeding, sign all
lawful papers when called upon to do so, execute and deliver any and all papers
that may be necessary or desirable to perfect the title to the Marks in said
Assignee, its successors and assigns, and generally do everything possible to
aid Assignee, its successors and assigns, to obtain and enforce proper trademark
protection for the Marks in the United States and any foreign country, it being
understood that any expense incident to the execution of such papers shall be
borne by Assignee, its successors and assigns.
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ASSIGNOR:
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By: /s/ Xxxxx
Xxxxxxx
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Name:
Xxxxx Xxxxxxx
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Title:
President and Chief Financial Officer
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ASSIGNEE:
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BT
ACQUISITIONS, INC.
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By:
/s/Xxxxxx
Xxxxxxx
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Name: Xxxxxx
Xxxxxxx
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Title: President
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2
SCHEDULE
A
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TRADEMARK
PORTFOLIO
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Xxxx and Appl./Reg.
No.
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Country
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Goods / Service
General Categories and Class(es)
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US
Reg. Xx. 0000000
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Xxxxxx
Xxxxxx
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Japanese
Registration No. 0000000
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Xxxxx
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3
