EXHIBIT 2.3
TRADEMARK ASSIGNMENT
ASSIGNMENT, made as of April 30, 1999, from BUSINESS INTERNET, INC., a
Delaware corporation with an office at 0 Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000
("Assignor"), to DIGEX, INCORPORATED, a Delaware corporation with an office at 1
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Digex Plaza, Beltsville, Maryland 20705 ("Assignee").
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RECITALS
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Assignor and Assignee have entered into a Contribution Agreement dated
as of the date hereof (the "Contribution Agreement"), pursuant to which Assignor
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is transferring to Assignee, among other things, Assignor's right, title and
interest in and to the Trademarks, as such term is defined in the Contribution
Agreement.
Assignor is the owner of the Trademarks, including, but not limited to
those Trademarks identified on Schedule A attached hereto.
Assignor desires to assign, and Assignee desires to acquire by this
instrument, all of Assignor's right, title and interest in and to the
Trademarks, all goodwill associated therewith, and all common law rights
therein.
NOW, THEREFORE, in consideration of the foregoing premises, and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, Assignor hereby sells, assigns, and transfers to Assignee, its
successors and assigns, all of Assignor's right, title and interest, in and to
the Trademarks, including common law rights, together with all of the goodwill
symbolized by and associated with the Trademarks, all income, royalties, fees,
and payments now or hereafter due or payable in respect thereto, and the right
to file any action and recover damages for any present or future infringement or
misappropriation of the Trademarks or any other rights assigned to Assignee
under this Assignment.
Assignor hereby agrees to execute, acknowledge and deliver to Assignee
all documents as may be necessary to make a record with any government agencies,
courts or third parties, of Assignee's ownership of all right, title and
interest in and to the Trademarks and the goodwill associated therewith.
IN WITNESS WHEREOF, the parties have duly executed this Trademark
Assignment on the date first above written.
ASSIGNOR: BUSINESS INTERNET, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer,
Assistant Secretary
ASSIGNEE: DIGEX, INCORPORATED
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President and Chief
Executive Officer
SCHEDULE A
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TRADEMARKS
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XXXX PTO NO. FILE DATE
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DIGEX E-LINK SN 75 577541 10/27/98 pending
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DIGEX 2001489(text) 10/13/95 registered
SN 75 113168 (design) 6/03/96 registered
XX 00 000000 (design) 6/03/96 registered
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DIGITAL EXPRESS 2106263 10/26/95 registered
GROUP, Inc.
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