AGREEMENT OF ASSIGNMENT
This Agreement Of Assignment (the "Agreement") is executed this 27th day of
June 1990 between Xxxxx X. Xxxxxxxxx ("Xxxxxxxxx") and Antennas America, Inc., a
Utah corporation ("AA").
Recitals
X. Xxxxxxxxx has developed, and continues to develop, various antennas and
antenna systems and related products and improvements (the "Inventions") for
various uses. Xxxxxxxxx has applied for letters patent covering certain of the
Inventions and anticipates filing applications for letters patent for additional
Inventions.
B. Both upon the formation of Antennas Colorado, Inc., a Colorado
corporation ("Antennas Colorado") , in September 1988, and upon consummation of
the merger between AA and Antennas Colorado in April 1989, and at various other
times both prior and subsequent thereto, Xxxxxxxxx has promised to assign to AA
all of his right, title, and interest in any Inventions to AA in return for the
receipt of stock of AA and other consideration.
C. Pursuant to this Agreement, Xxxxxxxxx desires to assign to AA, and AA
desires to receive from Xxxxxxxxx, all of Xxxxxxxxx'x right, title, and interest
to and in all Inventions. Xxxxxxxxx previously has executed one or more
assignments covering a portion of the Inventions and it is anticipated that in
the future he will execute a number of other assignments, in the form specified
by the Company's patent counsel, covering part or all of the Inventions.
However, this Agreement is intended to document and confirm Xxxxxxxxx'x
assignment of the Inventions until patent counsel has prepared the forms of
assignment that it deems appropriate.
Agreement
In consideration of securities of AA, other payments received from AA, the
time, effort, and assets others have contributed to AA, and other good and
valuable consideration, Xxxxxxxxx hereby agrees as follows:
1. Xxxxxxxxx hereby assigns to AA, its legal representatives, and assigns,
all of Xxxxxxxxx'x interest in the Inventions, and any and all related products
or improvements, and in any letters patent issued therefor in the United States
or elsewhere, such interests to be held to the full end of the term for which
letters patent or any reissues, renewals, or extensions thereof are or may be
granted.
2. Xxxxxxxxx further assigns to AA, its legal representatives, and assigns,
all of Xxxxxxxxx'x interest in any other inventions, products or improvements
relating to the Inventions or parts thereof, except for any letters patent
issued prior to April 1, 1989, and in any letters patent of the United States or
elsewhere which have been or may be issued therefor, which Xxxxxxxxx now owns or
may hereafter acquire.
3. Xxxxxxxxx assigns to AA, its successors and assigns, all of Xxxxxxxxx'x
interest in any and all claims for damages and profits by reason of any past
infringement of letters patent issued with respect to the Inventions and the
right to xxx therefor, such rights to be held to the full end of the term for
which such letters patent or any reissues, renewals, or extensions thereof are
or may be granted.
4. Upon the request of AA, and at the expense of AA, Xxxxxxxxx agrees to
perform all acts necessary to obtain patent protection for any Invention in the
United States or elsewhere, which patent protection shall be for the benefit of
and accrue solely to AA. Upon the request of AA, Xxxxxxxxx will assign all his
right, title and interest in such patent protection to AA.
5. Xxxxxxxxx agrees to execute all other instruments or documents and to
perform all acts that may be necessary to carry into full effect the matters
contemplated by this Agreement.
6. Xxxxxxxxx agrees that AA may file this Agreement with the United States
Patent Office or any other office as evidence of the assignment of the
Inventions contemplated by this Agreement.
7. Xxxxxxxxx warrants and represents to AA as follows:
(a) The Inventions, rights, patents, property and interests assigned by
this Agreement are free of any and all liens, claims, security interests, and
other encumbrances of any nature or kind;
(b) Xxxxxxxxx has the right and power to make the assignments
contemplated by this Agreement, and he has made no prior transfer, sale, or
assignment of all or any part of the assigned rights, patents, property, or
other interests to any person or entity other than AA;
.(c) Xxxxxxxxx is the party named in any patent or application
for letters patent concerning any of the Inventions, and is the party who
made, or caused to be made, the application for the letters patent; and
(d) Any patents issued with respect to the Inventions as of the
date of this Agreement are valid, and in full force and effect as of the date
of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the date first above written.
/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
ANTENNAS AMERICA, INC.
By: /s/ Xxxxx X. Xxxxx
-------------------------
Xxxxx X. Xxxxx, President
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
On this 27th day of June, 1990, before me did Xxxxx X. Xxxxxxxxx personally
appear and acknowledge the foregoing Agreement and instrument of assignment and
the signing thereof to be a voluntary act and deed.
My commission expires: 12/2/90
[Notarial Seal]
/s/ Xxxxxx X. Xxxxxx
--------------------
Notary Public
