INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
This Agreement is made this 3rd day of May, 2010 and is by and between Xxxxx Xxxxxxx (“Xxxxxxx”), an individual with a principal residence at ____________________, and Xxxxxxxx Resources Corp. (“Xxxxxxxx”), a Nevada corporation with a principal place of business at 000-000 0xx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx, Xxxxxx, (collectively the “Parties”).
WHEREAS Xxxxxxx wishes to transfer all of his right, title and interest in all intellectual property relating to certain chewing gum compositions having appetite suppressant activity to Xxxxxxxx (the “Intellectual Property”) in exchange for 5,500,000 newly issued shares of common stock of Xxxxxxxx (the “Consideration”); and
WHEREAS Xxxxxxxx wishes to acquire all of Xxxxxxx’x right, title and interest in the Intellectual Property from Xxxxxxx in exchange for the Consideration.
NOW, THEREFORE, in consideration of the recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Grant
In exchange for the Consideration, Xxxxxxx hereby assigns his entire right, title and interest, for all countries, in and to the Intellectual Property, as set forth on Exhibit A attached hereto and made a part hereof, and any information describing the Intellectual Property that will assist Xxxxxxxx in practicing or obtaining intellectual property protection for the Intellectual Property, which such Intellectual Property includes, but is not limited to, correspondence, internal memoranda, notes of telephone conversations, electronic mail, drawings, diagrams, laboratory notebooks, technical specifications, test procedures and specifications, technical information and data, marketing data, search results, agreements, and all other documents and information in his possession, custody or control, and all the rights and privileges under any and all patent applications or registrations therefor and all reissues and extensions thereof.
2. Authorization to Patent Offices
Xxxxxxx hereby authorizes and requests that the Commissioner of Patents and Trademarks of the United States and any official of any country or countries foreign to the United States, whose duty it is to issue patents or other evidence or forms of intellectual property on applications as aforesaid to issue the same to Xxxxxxxx, its successors, assigns and legal representatives, or to such nominees as it may designate.
3. Continued Cooperation
Xxxxxxx agrees that, when requested, he will, without charge to Xxxxxxxx but at its expense, sign all papers, take all rightful oaths, and do all acts which may be necessary, desirable or convenient for securing and maintaining patents for the Invention in any and all countries and for vesting title thereto in Xxxxxxxx its successors, assigns and legal representatives or nominees, or which may be necessary to exploit or defend its rights in the Intellectual Property.
4. Assignment
Xxxxxxx hereby consents that a copy of this Agreement shall be deemed a full legal and formal equivalent of any assignment, consent to file or like document which may be required in any country for any purpose.
5. Representations and Warranties
Xxxxxxx represents and warrants that he is the sole inventor and owner of the Intellectual Property; that he has the exclusive, valid, unencumbered and irrevocable right, title and interest in and to the Intellectual Property; that he has full right, power and authority to grant the rights, title and interests granted in this Agreement; that no third party is claiming or claimed that the Intellectual Property infringes or misappropriates its intellectual property rights, and to Xxxxxxx’x knowledge no circumstances exist to give rise to such a claim.
6. Confidentiality
Xxxxxxx shall not disclose the Intellectual Property or the terms of this Agreement without the prior express written consent of Xxxxxxxx.
7. Indemnification
Xxxxxxx shall indemnify and hold harmless Xxxxxxxx, its officers, directors, employees, agents, affiliates, successors and assigns for any and all costs, expenses or liabilities, including reasonable attorney’s fees, arising out of Xxxxxxx’x acts or omissions in performing or failing to perform his obligations under this Agreement, including breach of any provision, representation or warranty set forth in this Agreement.
8. Entire Agreement
This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof; there do not exist any other written or oral terms or agreements except for those contained in this Agreement; only representations contained in this Agreement and no others shall be admissible to establish the execution or inducement of this Agreement.
9. Headings
Headings herein are for reference purposes only and do not form a part of the Agreement.
10. Severability
In case any one or more of the provisions contained in this Agreement are held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will not affect any other provision(s) of this Agreement.
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11. Successors
This Agreement shall inure to the benefit of and bind (i) any and all heirs, successors in interest, assigns, officers, directors and employees of the Parties, and (ii) any persons or entities that acquire all or substantially all of the assets or a portion of the assets of Xxxxxxxx.
12. Venue
The Parties irrevocably submit exclusively to the jurisdiction of the State of New York and the venue of New York County in any action brought by the Parties concerning this Agreement or the performance thereof.
13. Choice of Law
This Agreement shall be governed by, construed and entered in accordance with the laws of the State of New York applicable to contracts deemed to be made within such state, without regard to choice of law or conflict of law provisions thereof.
14. Interpretation
No provision of this Agreement shall be interpreted or construed against any party because that party or its legal representative drafted it.
15. Counterparts
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered to the other party shall be deemed an original. The executed page(s) from each original may be joined together and attached to one such original and shall thereupon constitute one and the same instrument
/s/ Xxxxx Xxxxxxx
XXXXX XXXXXXX
Dated: May 3, 2010
XXXXXXXX RESOURCES CORP.
/s/ Xxxxx Xxxxxxx
By: Xxxxx Xxxxxxx
Title: CEO
Dated: May 3, 2010
