Trademark Assignment
EXHIBIT
10.2
THIS
AGREEMENT (“Agreement”), dated February __, 2008, is between Skin Nutrition LLC,
a limited liability company incorporated as such in terms of the laws of the
State of Nevada (“Skin Nutrition”), and Ascension Energy, Inc. (the “Company”),
a shell company incorporated in the State of Colorado.
WHEREAS,
Meridian Group Corporation and the Equinas Corporation, both Xxxxxxxx Island
companies (collectively, the "Controlling Entities") currently controls the
Company by virtue of control or ownership of majority voting rights of the
outstanding capital stock of the Company; and
WHEREAS,
Skin Nutrition is the owner of the trademarks and the identified applications
and/or registrations therefore listed in the attached Schedule A hereto
(hereinafter the “Trademarks”); and
WHEREAS,
to the best of Skin Nutrition’s knowledge no proceedings to cancel the
indentified registrations are pending and no other party makes a claim of
ownership to these registrations; and
WHEREAS,
to the best of Skin Nutrition’s knowledge no opposition proceedings
against the identified applications are pending and no other party makes a claim
of ownership to these trademarks; and
WHEREAS,
Skin Nutrition desires to sell, assign, and transfer to the Company all
worldwide rights it holds in and to the Trademarks, together with any associated
goodwill; and
WHEREAS,
the Company, in accordance with a certain Stock Purchase Agreement, dated
January 31, 2008, among Skin Nutrition, the Company and Controlling Entities, is
desirous of acquiring the Trademarks.
NOW,
THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt of which is hereby acknowledged:
1. Skin
Nutrition hereby sells, assigns, and transfers to the Company, its successors
and assigns, all right, title and interest in the Trademarks, together with the
goodwill of the business symbolized by the Trademarks and the identified
applications and/or registrations thereof, and with all claims that could be
asserted by Skin Nutrition arising out of or relating to the use or ownership of
the Trademarks, in accordance with the Trademark Act § 10, 15 U.S.C. § 1060.
Further, Skin Nutrition hereby sells, assigns, and transfers all worldwide
rights, title and interest it may have in the Trademarks together with the
goodwill of the business symbolized by the Trademarks and the identified foreign
applications and/or registrations therefore, and with all claims that could be
asserted by Skin Nutrition arising out of or relating to the use or ownership of
the Trademarks.
1
2. Skin
Nutrition agrees that upon request by the Company it shall execute or arrange to
have executed any and all further documents as are necessary and/or required to
effectuate the recording of this assignment of the Trademarks and the identified
applications and registrations therefor.
3. Skin
Nutrition warrants that the aforementioned assets and property are free of all
encumbrances, that good title to and right to sell the assets and property
listed on Schedule A are vested in Skin Nutrition, and that Skin Nutrition will
defend the title to the same against the lawful claims of all
persons.
4. The
undersigned representative of Skin Nutrition, being hereby warned that willful
false statements and the like so made are punishable by fine or imprisonment, or
both, under Section 1001 of Title 18 of the U.S. Code and that such willful
false statements may jeopardize the validity of the identified United States
applications or any registrations resulting therefrom, declares: that he/she is
an officer of Skin Nutrition, the assigning company, and is authorized to
execute this instrument on behalf of saidcompany; and that all statements made
of his/her knowledge are true and all statements made on information and belief
are believed to be true.
IN
TESTIMONY WHEREOF, the parties caused this Assignment to be executed by its duly
authorized officers this __ day of February 2008
|
_______________________________
Skin
Nutrition LLC
Name:
/s/ Xxxxxxx Xxxxxx
Title:
President
Date
___________
|
_______________________________
Ascension
Energy, Inc.
Name:
/s/ Xxxxxxx Xxxxxx
Title:
President
Date
___________
|
Agreed
and acknowledged by:
|
_______________________________
Meridian
Group Corporation
Name:
/s/ Xxxxxx Xxxxxxxx
Title:
President
Date
___________
|
_______________________________
Equinas
Corporation
Name:
/s/ X. Xxxxxxx
Title:
Duly Authoirzed Business Development Agent
Date
___________
|
2
Schedule
A
Trademarks
Any and
all types of markings, artwork, names and related brandings used by Skin
Nutrition in association with the business of Skin Nutrition as part of any kind
of commercial endeavor that is designated by the Officers and Directors of the
Company and the business of The Skin Nutrition Product Range, as that term is
defined in the Stock Purchase Agreement.
United States Trademark
Registrations
|
Trademark
No.
|
U.S.
Registration
|
|
3,262,298
|
United States Trademark
Applications
| Trademark |
U.S. Serial
Number
|
Filing
Date
|
| Skin Nutrition |
78-556,690
|
1-31-2005
|
Foreign
Registrations
| Trademark |
Country
|
Registration
No.
|
| Skin Nutrition |
South
Africa
|
2004/15535
|
Foreign
Applications
| Trademark |
Country
|
Application
No.
|
| Skin Nutrition |
Australia
|
1018516
|
| Trademark |
Country
|
Application
No.
|
| Skin Nutrition |
CTM
|
004180311
|
A-1
