EXHIBIT 99.15
EXECUTION COPY
TRADEMARK ASSIGNMENT
THIS TRADEMARK ASSIGNMENT (this "Assignment") is made and entered
into as of January 21, 2005 ("Effective Date") by and between NACT
Telecommunications, Inc., a Delaware corporation ("Assignor"), and NACT
Acquisition, Inc., a Delaware corporation ("Assignee").
WHEREAS, Assignor and Assignee are parties to that certain Asset
Purchase Agreement dated January 21, 2005 (the "Agreement") pursuant to which
Assignee agreed to purchase from Assignor and Assignor agreed to sell certain of
the assets, properties, rights and businesses of Assignor, subject to the terms
and conditions of the Agreement;
WHEREAS, pursuant to the Agreement, Assignor wishes to assign to
Assignee, and Assignee wishes to acquire from Assignor, the trademark
registrations and applications for trademark registration set forth on Schedule
A, in each case, together with the goodwill of the business associated therewith
(collectively, the "Marks"); and
WHEREAS, Assignee is a successor to Assignor's business, and that
business is ongoing and existing.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor hereby sells, assigns,
transfers, conveys and delivers to Assignee the entire right, title and interest
in and to the Marks, for the United States and for all foreign countries,
including, without limitation, any translations, adaptations, derivations and
combinations thereof and renewals in connection therewith, for Assignee's own
use and enjoyment, and for the use and enjoyment of Assignee's successors,
assigns or other legal representatives, as fully and entirely as the same would
have been held and enjoyed by Assignor if this Assignment had not been made,
together with all income, royalties or payments due or payable as of the
Effective Date or thereafter, including, without limitation, all claims for
damages by reason of past, present or future infringement, dilution or other
unauthorized use of the Marks, with the right to xxx for, and collect the same
for Assignee's own use and enjoyment and for the use and enjoyment of its
successors, assigns or other legal representatives.
Assignor hereby requests the United States Commissioner of Patents
and Trademarks, and the corresponding entities or agencies in any applicable
foreign countries, to record Assignee as the assignee and owner of the Marks.
IN WITNESS WHEREOF, Assignor and Assignee have caused this
Assignment to be executed by their duly authorized representatives as of the
Effective Date.
NACT TELECOMMUNICATIONS, INC. NACT ACQUISITION, INC.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx
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Title: Vice President Title: Vice President
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SCHEDULE A
U.S. Trademark Reg. No. 2,051,537 for STX
U.S. Trademark Reg. No. 2,171,599 for NTS 2000
U.S. Trademark Reg. No. 2,797,908 WEBCONNECT:CONSUMER
Application for IPAX; U.S. Trademark Serial Number 76/255,395
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