PATENT ASSIGNMENT
Exhibit
10.32
This
Patent Assignment (“Assignment”) is made and entered into as of the 30th day of
June, 2008, by Futuristic Medical Devices, LLC (“Assignor”) in favor of
RemoteMDx, Inc. (“Buyer”).
1. RECITALS AND
REPRESENTATIONS
A. Assignor
owns the right, title, and interest in and to the following (collectively the
“Property”):
United States Patent 6,366,538 issued
on April 2, 2002, and the inventions therein described
{“Invention”);
The entire right, title and interest in
said Invention in the above-identified United States 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 States and
foreign countries;
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
same.
2. GRANT
A.
In consideration of the assignment by Buyer of
United States Patent 7,092,695 and United States Patent 7,251,471 to Assignor in
Patent Assignments executed concurrently herewith 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 entire claim,
right, title, and interest in the Property and in any portion
thereof.
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3. MISCELLANEOUS
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
all 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 of
limitation, 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.
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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, renewed, 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. The
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 here in 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
invalid or unenforceable due to it s scope or breadth, 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 thereby 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.
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IN
WITNESS WHEREOF Assignor has hereunto set its hand:
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Assignor:
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Futuristic
Medical Devices, LLC
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Date:
30th
day of June, 2008
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By:
/s/ Xxxxxx Xxxxxxx
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Name:
Xxxxxx Xxxxxxx
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Title:
Manager
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Buyer:
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RemoteMDx,
Inc.
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By: /s/
Xxxxx X. Xxxxxxx
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Name
Xxxxx X. Xxxxxxx
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Title:
CEO
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