EXHIBIT 99.8
EXHIBIT B
INTELLECTUAL PROPERTY ASSIGNMENT
THIS INTELLECTUAL PROPERTY ASSIGNMENT ("Assignment") is made and
entered into this [___] day of __________, 200_, by Open Wheel Acquisition
Corporation, a Delaware corporation ("Sub"), Championship Auto Racing Teams,
Inc., a Delaware corporation ("Championship") and CART, Inc., a Michigan
corporation ("CART") (together, Championship and CART are referred to herein as
"Sellers" and each individually as a "Seller"). All capitalized terms not
defined herein, unless the context otherwise requires, shall have the meaning
ascribed to them in the Asset Purchase Agreement dated as of December __, 2003
by and among Open Wheel Racing Series LLC, a Delaware limited liability company
("Parent"), Sub and the Sellers (the "Purchase Agreement").
WHEREAS, pursuant to the terms and conditions of the Purchase
Agreement, the Sellers have agreed to sell, transfer and assign, and Parent and
Sub have agreed to buy, all of the Sellers' right, title and interest in the
Acquired Assets including, without limitation, all interests of the Sellers in
the Seller Proprietary Rights in partial consideration for the Purchase Price
and the assumption of the Assumed Liabilities;
WHEREAS, Sub and the Sellers desire to carry out the intent and purpose
of the Purchase Agreement by the execution and delivery to the Sub of this
instrument evidencing the sale, conveyance, assignment, transfer and delivery to
the Sub of the Seller Proprietary Rights;
NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
AGREEMENT
1. TRANSFER OF TRADEMARKS. Effective as of the Closing Date, the
Sellers do hereby sell, convey, assign, transfer and deliver to sub, its
successors and assigns, all of its right, title and interest in and to the
Seller Proprietary Rights including but not limited to (a) trademark
applications and registrations set forth on Exhibit A hereto and (b) the common
law trademarks set forth on Exhibit B hereto, (together, (the "Trademarks"),
throughout the world, including all common law rights connected therewith and
the goodwill associated with the trademarks and of the business relating to the
goods and services in respect of which the Trademarks are used or registered,
including without limitation, (i) the registrations of and
applications for the Trademarks, (ii) any and all renewals, reversions and
extensions or foreign equivalents thereof, for sub's own use and enjoyment, and
for the use and enjoyment of sub's successors and assigns or other legal
representatives, as fully and entirely as the same would have been held and
enjoyed by the sellers if this Assignment had not been made; and (iii) the right
to xxx and recover for, and the right to profits or damages due or accrued,
arising out of or in connection with, any and all past, present or future
infringements or dilution of or damage or injury to the Trademarks or the
registration thereof or such associated goodwill.
2. Transfer of Registered Domain Names. Effective as of the Closing
Date, the sellers do hereby sell, convey, assign, transfer and deliver to sub,
its successors and assigns, all of its right, title and interest in and to the
domain names set forth on Exhibit C hereto (the "Domain Names"). The Sellers
expressly agree to deliver within fifteen days of the Closing Date all Domain
Names to sub pursuant to the policies and procedures of the applicable
registrar(s) hosting the Domain Names.
3. Transfer of Copyrights. Effective as of the Closing Date, the
Sellers do hereby sell, convey, assign, transfer and deliver to Sub, its
successors and assigns, all of its right, title and interest in and to all
copyrights and copyrightable material owned by the Sellers or to which Seller
has any rights, including without limitation, (a) the rights set forth on
Exhibit C, (b) all rights granted under 17 U.S.C. section 106, (c) the right to
make application for copyright in Buyer's name, and (d) any and all renewals and
extensions of such copyrights that may be secured under the laws now or
hereafter pertaining thereto in the United States.
4. Power of Attorney. The Sellers hereby constitute and appoint Sub and
its successors and assigns as its true and lawful attorney-in-fact in connection
with the transactions contemplated by this instrument, with full power of
substitution, in the name and stead of the Sellers but on behalf of and for the
benefit of Sub and its successors and assigns, to collect, demand and receive
any and all of the assets, properties, rights, and businesses hereby sold,
conveyed, transferred, or assigned, or intended so to be, and to give receipt
and release for and in respect of the same and any part thereof, and from time
to time to institute and prosecute, in the name of the Sellers or otherwise, for
the benefit of Sub or its successors and assigns, proceedings at law, in equity,
or otherwise, which Sub or its successors or assigns reasonably deem proper in
order to collect or reduce to possession or endorse any of such assets,
properties, rights and businesses, and to do all acts and things
in relation to the Acquired Assets which Sub or its successors or assigns
reasonably deem desirable.
5. Cooperation. Effective as of the Closing Date, the Sellers agree to
execute and deliver without further consideration any further applications,
assignments or other documents and to perform such other lawful acts as Sub, its
successors and assigns, may deem reasonably necessary or appropriate to record
said assignments and fully secure, maintain and enforce its rights, title or
interest as specified hereunder.
6. Authorization. Effective as of the Closing Date, the Sellers hereby
authorize and request the Commissioner of Patents and Trademarks of the United
States and, in the case of any trademark registrations or applications therefore
made with any office of any country or countries foreign to the United States,
any officer of such country, whose duty it is to issue trademarks or other
evidence or forms of intellectual property protection or applications as
aforesaid, to issue the same to Sub and its successors, assigns and other legal
representatives in accordance with the terms of this instrument.
7. Benefits. This Agreement shall be binding upon the Sellers and their
successors and assigns, and shall inure to the benefit of Sub and its successors
and assigns.
8. Miscellaneous. In the event that any provision of this Agreement is
construed to conflict with, or be in addition to, or in derogation of, a
provision of the Purchase Agreement, the provision in the Purchase Agreement
shall control. This Agreement shall be construed and enforced in accordance with
the laws of the State of Delaware, regardless of the laws that might otherwise
govern under applicable principles of conflicts laws thereof. This Agreement may
be executed in one or more counterparts, each of which shall be deemed an
original but all of which together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties below have duly executed this
Agreement, all as of the date first written above.
OPEN WHEEL ACQUISITION CORPORATION
By
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Xxxxx Xxxxxxxxx
President
CHAMPIONSHIP AUTO RACING TEAMS, INC.
By
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Name:
Title:
CART, INC.,
By
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Name:
Title:
