PATENT ASSIGNMENT
This Patent Assignment (“Assignment”)
is made and entered into as of the 20th day of
December, 2007, by RemoteMDx, Inc. (“Assignor”) in favor of Futuristic Medical
Devices, LLC (“Buyer”).
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1.
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RECITALS AND
REPRESENTATIONS:
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A. Assignor
owns the right, title, and interest in and to the following (collectively the
“Property”):
United States Patent 6,636,732 issued on October 21, 2003 and the inventions
therein described (“Invention”);
The entire right, title and interest in said Invention in the above-identified
United State patent and patent application and in all divisions, continuations
and continuations-in-part of said application, or reissues or extensions of
Letters Patent or Patents granted thereon, and in all corresponding applications
filed in countries foreign to the United States, and in all patents issuing
thereon in the United Stated and Foreign counties;
The right to file foreign patent applications on said Invention in its own name,
wherever such right may be legally exercised, including the right to claim the
benefits of the International Convention for such applications;
The entire right, title and interest to any and all developed ideas, trade
secrets, confidential information, and copyrightable matter directly related to
said Invention; and
All extensions, modifications, new developments, improvements, supplements,
technical data, scientific know-how, and all other property,
legal, equitable, and contractual rights directly and indirectly
relating to said Invention, whether now existing or hereafter
arising.
B. Assignor
desires to transfer all of its claims, right, title and interest to any or all
of the Property to Buyer, and Buyer desires to secure name.
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2.
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GRANT
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A. In
consideration of $1,200,000.00 cash and a $1,200,000 note payable from Buyer in
favor of Assignor and other good and valuable consideration paid to Assignor by
Buyer, the receipt and sufficiency of which Assignor hereby acknowledges,
Assignor hereby assigns to Buyer its claim, right, title, and interest in the
Property and in any portion thereof.
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3.
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MISCELLANEOUS
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A. Assignor
hereby authorizes and requests the United States Commissioner of Patents and
Trademarks, and such Patent Office officials in foreign countries as are duly
authorized by their patent laws to issue patents, to issue any and all patents
on said Invention to Buyer as the owner of the entire interest, for the sole use
and benefit of Buyer, its successors, assigns and legal
representatives.
B. Assignor
hereby agrees, without further consideration to give a full and xxxxx disclosure
of all information necessary or related to the implementation of the
above-identified invention which includes by way of example and not by
limitation, manufacturing and industrial concepts, ideas, formulas, trade
secrets, technical expertise, and specifications. Assignor further
agrees to provide all documents, drawings, schematics, and things used to
develop, implement, and reduce the invention to practice.
C. Assignor
hereby agrees, without further consideration and without expense to it, to sign
al lawful papers and to perform all other lawful acts which Buyer may request to
make this assignment fully effective, including, by way of example but not
limitations, the following:
Prompt execution of all original, divisional, substitute, reissue, and other
United States and foreign patent applications on said Invention, and all lawful
documents requested by Buyer to further the prosecution of any of such patent
applications; and
Cooperation to the best of its ability in the execution of all lawful documents,
the production of evidence, nullification, reissue, extension, or infringement
proceedings involving said Invention.
D. This
Assignment and the terms of agreement herein shall be binding upon Assignor’s
successors and legal representatives.
E. This
Assignment contains the entire agreement between the parties hereto with respect
to the subject matter hereof. This Assignment may be amended,
modified, superseded, canceled, or extended and the terms and conditions hereof
may be waived only by a written instrument signed by the parties or, in the case
of a waiver, by the party waiving compliance.
F. This
Assignment shall be governed by and construed in accordance with federal law and
with the laws of the State of Utah, and any lawsuit arising therefrom shall be
heard in a court of competent jurisdiction in the State of Utah.
G. In
the event that any condition, covenant, or other provision herein contained is
held to be invalid or unenforceable by any court of competent jurisdiction, the
same shall be deemed severable from the remainder of this Assignment and shall
in no way affect any other covenant or condition herein contained. If
such condition, covenant, or other provision shall be deemed valid to the extent
of the scope or breadth permitted by law.
H. No
party hereto shall be deemed to be the representative, partner, joint-venturer,
or agent of any other party hereto by virtue of this Assignment.
I. Each
person executing this Assignment does hereby represent and warrant to each other
person so signing (and each other entity for which another person may be
signing) that he or she has been duly authorized to execute this Assignment in
the capacity and for the entity set forth below.
IN WITNESS WHEREOF Assignor has
hereunto set its hand:
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Assignor:
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RemoteMDx,
Inc.
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Date:
the 20th
of December, 2007
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By: /s/ Xxxxx
Xxxxxxx
Name:
Xxxxx
Xxxxxxx
Title:
CEO
Buyer:
Futuristic Medical Devices, LLC
By: /s/ Xxxxxx X.
Xxxxxxx
Name:
Xxxxxx X.
Xxxxxxx
Title:
Manager
