EXHIBIT 10.15
ASSIGNMENT OF LICENSE
THIS ASSIGNMENT OF LICENSE, made this 7th day of July, 2003, by and
between UTEK CORPORATION, (hereinafter called "Assignor") and CIRCLE GROUP
HOLDINGS, INC., (hereinafter called "Assignee") and THE BOARD OF TRUSTEES OF THE
UNIVERSITY OF ILLINOIS, (hereinafter call "Licensor");
WITNESSETH:
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WHEREAS, on or about the 7th day of July, 2003, Assignor entered into a
License Agreement with Licensor, a copy of which is attached hereto as Exhibit
"A" and incorporated herein by reference (hereinafter the "License"); and
WHEREAS, Assignor desires to assign to Assignee all of its right,
title, and interest as Licensee under the License, and Assignee desires to
accept such assignment and assume all of the obligations under the License; and
WHEREAS, Licensor desires to join in this Assignment of License for the
purpose of giving their consent to this assignment.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good
and valuable consideration as set forth in a separate agreement between the
Assignor and the Assignee. Assignor does hereby grant, convey, assign, transfer
and set over unto the Assignee, his successors and assigns all of its right,
title and interest in and to that certain License attached hereto as Exhibit "A"
and incorporated herein by reference.
TO HAVE AND TO HOLD the same unto the Assignee, its successors and
assigns from this date, subject to the covenants, conditions and provisions
therein also mentioned and subject to the following terms and conditions.
1. The Assignor hereby covenants that the attached License (Exhibit
"A") represents the entire agreement between the Assignor and the Licensor, and
the said License is in full force and effect, and the said License has not been
assigned, modified, supplemented or amended in any way.
2. By execution of this Agreement, Assignee hereby represents it has
read and understands all terms and conditions of the License and covenants that
it accepts the foregoing assignment and transfer and agrees to pay all royalties
and to faithfully perform all covenants, stipulations, agreements and
obligations under the License accruing on or after the date of this Assignment.
3. Notwithstanding anything in the License to the contrary, or anything
in said Assignment to the contrary, if the License requires Licensor to give
written notice to Assignee under the License, Licensor shall be required
henceforth to give such written notice to the following address of Assignee;
Circle Group Holdings, Inc.
0000 Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Telephone No.: (000) 000-0000
4. Licensor consents to this Assignment and this Assignment shall be
effective only after this Assignment is executed and acknowledged by Assignor,
Assignee, and Licensor with two subscribing witnesses attesting to each
signature, and with two fully executed originals of this instrument being
delivered to and received by the Licensor.
5. CIRCLE GROUP HOLDINGS, INC. acknowledges and understands that UTEK
CORPORATION makes no representations and provide no assurances that the rights
to the Technology and Intellectual Property contained in the License Agreement
do not, and will not in the future, infringe or otherwise violate the rights of
third parties.
6. Except as otherwise expressly set forth in this Agreement. UTEK
CORPORATION make no representations and extends no warranties of any kind,
either express or implied, including but not limited to warranties of
merchantability, fitness for a particular purpose, non-infringement and validity
of the Intellectual Property.
7. CIRCLE GROUP HOLDING, INC. will use its best efforts to ensure that
the shares issued in consideration for this assignment will, at the requests of
the Assignor and or Licensor, have the legends removed and be available for sale
in the public market place, subject to the SEC Rule 144, after 12 months.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed as of the day and year first above written.
Signed, sealed and delivered in
the presence of: As to Assignor
UTEK CORPORATION
a Delaware corporation
/s/ Xxx Xxxxxx
/s/ Xxxxxxxx Xxxxx By: Xxx Xxxxxx
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[SIGNATURE]
/s/ Xxxxxxxx Xxxxx Its: Vice President
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[PRINTED NAME]
Date: July 9, 2003
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[SIGNATURE]
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[PRINTED NAME]
As to Assignee
CIRCLE GROUP HOLDINGS, INC.
an Illinois Corporation
/s/ Xxxxxxx X. Xxxxxxx By: Xxxxxxx X. Xxxxxxx
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[SIGNATURE]
/s/ Xxxxxxx X. Xxxxxxx Its: Chief Executive Officer
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[PRINTED NAME]
Date: July 9, 2003
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[SIGNATURE]
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[PRINTED NAME]
As to Licensor
Board of Trustees of the University of
Illinois
/s/ Xxxxxxx X. Xxxx By: Xxxxxxx X. Xxxx
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[SIGNATURE]
/s/ Xxxxxxx X. Xxxx Its: Vice President for Administration
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[PRINTED NAME]
/s/ Xxxxxxx X. Xxxxxxxx Date:
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[SIGNATURE]
/s/ Xxxxxxx X. Xxxxxxxx, Secretary
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[PRINTED NAME]
Approved as to form: MSR Rotundee
EXHIBIT "A"
License Agreement between UTEK Corporation and University of Illinois
EXHIBIT "B"
Consideration between UTEK Corporation and Circle Group Holdings, Inc.
Ten (10) U.S. Dollars and other consideration as provided in a separate
agreement between the parties.
