AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS
Exhibit
10.10
This
Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of
Obligations (“Transfer
and Assumption Agreement”) is made as of December 11, 2009, by and
between ALLAY ONLINE MARKETING, LLC a Nevada limited liability company and
XXXXXX X. XXXX ( collectively, “Assignor”), and
YesDTC, Inc., a Delaware corporation (“Assignee”).
WHEREAS, Assignor desires to
convey, transfer and assign to Assignee, and Assignee desires to acquire from
Assignor, all of the assets set forth on Schedule A attached
hereto (collectively, the “Assets”), and in
connection therewith, Assignee has agreed to assume certain of the liabilities
of Assignor relating to the Assets, on the terms and conditions set forth
herein.
NOW THEREFORE, in
consideration of the mutual promises and agreements contained herein, the
parties hereto, intending to be legally bound hereby, agree as
follows:
Section 1. Assignment.
1.1. Assignment
of Assets. For good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged by Assignor, Assignor does hereby
assign, grant, bargain, sell, convey, transfer and deliver to Assignee, and its
successors and assigns, all of Assignor’s right, title and interest in, to and
under the Assets.
1.2 Further
Assurances. Assignor shall from time to time after the date
hereof at the request of Assignee and without further consideration execute and
deliver to Assignee such additional instruments of transfer and assignment,
including without limitation any bills of sale, assignments of leases, deeds,
and other recordable instruments of assignment, transfer and conveyance, in
addition to this Transfer and Assumption Agreement, as Assignee shall reasonably
request to evidence more fully the assignment by Assignor to Assignee of the
Assets.
Section 2. Assumption.
2.1 Assumed
Liabilities. As of the date hereof, Assignee hereby assumes
and agrees to pay, perform and discharge, fully and completely, those
liabilities, commitments, contracts, agreements, obligations or other claims
against Assignor, whether known or unknown, asserted or unasserted, accrued or
unaccrued, absolute or contingent, liquidated or unliquidated, due or to become
due, and whether contractual, statutory, or otherwise associated with the Assets
assigned, as set forth on Schedule B attached
hereto (the “Liabilities”).
2.2 Further
Assurances. Assignee shall from time to time after the date
hereof at the request of Assignor and without further consideration execute and
deliver to Assignor such additional instruments of assumption in addition to
this Transfer and Assumption Agreement as Assignor shall reasonably request to
evidence more fully the assumption by Assignee of the Liabilities.
Section
3.
Governing
Law. This Transfer and Assumption Agreement shall be governed
by and construed in accordance with the laws of the State of New York applicable
to contracts made and to be performed entirely within that state, except that
any conveyances of leaseholds and real property made herein shall be governed by
the laws of the respective jurisdictions in which such property is
located.
Section
4. Legal
Representation. Each party hereto acknowledges that it has
been represented by independent legal counsel in the preparation of the
Agreement. Each party recognizes and acknowledges that counsel to the
Assignee has represented other shareholders of the Assignee and may, in the
future, represent others in connection with various legal matters and each party
waives any conflicts of interest and other allegations that it has not been
represented by its own counsel.
[SIGNATURE
PAGE FOLLOWS]
[SIGNATURE
PAGE TO AGREEMENT OF CONVEYANCE]
IN WITNESS WHEREOF, this
Transfer and Assumption Agreement has been duly executed and delivered by the
parties hereto as of the date first above written.
ALLAY ONLINE MARKETING,
LLC
By:/s/
Xxxxxx Xxxx
Name: Xxxxxx
Xxxx
Title: Manager
/s/ Xxxxxx
Xxxx
Xxxxxx
Xxxx
YESDTC,
INC.
By: /s/
Xxxxxx Xxxx
Name:
Xxxxxx Xxxx
Title:
Chief Executive Officer
SCHEDULE
A
List of
Assets
All
rights, of whatever kind and nature whatsoever, to offer, distribute, make,
sell, use, market or promote any and all products now or hereafter owned or
acquired, owned, licensed, distributed or sold by or through Assignor, including
the right to enforce any patents and agreements and the proceeds therefrom,
including, without limitation the following (and Assignor agrees for itself and
its members and affiliates it will not engage in such business or
activities):
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1.
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All
agreements now or hereafter with BIOELECTRONICS, CORP.
(BIEL)
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2.
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Distribution,
marketing, licensing and similar rights and agreements with
BIOELECTRONICS, CORP. for products which may presently or in the future be
developed by BIOLECTRONICS CORP., or distributed on behalf of such company
or its affiliates, including any renewals, extensions and replacements
thereto.
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3.
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All
rights associated with the product and marketing of a device referred to
as the “Allay Period Relief Patch,” “ActiPatch” and similar
products.
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4.
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US
FDA applications and approvals, if any, owned or under which any third
party has or obtains such rights or approvals related to any of the Assets
(including US FDA 510(K) applications and
approvals).
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5.
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Patent,
trademark and copyright rights by and to the
Assets.
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6.
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Licenses,
manufacturing or distribution rights, studies, reports, presentations,
reviews, notebooks, and all other books and records associated with the
assets assigned.
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7.
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Inventory,
work in process, raw materials, and supplies related to
Assets
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8.
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Film,
video, stills, advertising, performances and recordings, informercials,
interstitials, DRTV spots, Internet Commercials and direct response
marketing rights and assets, licenses, consents, prepaid or reserved media
buys and other rights and all similar rights and productions related to
the Assets of whatever nature or location (including all spokesperson and
sponsor rights, consents and
licenses).
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9.
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Websites
and addresses, URLs, key words and phrases, search terms and any and all
internet marketing rights or assets related to the Assets assigned of
whatever nature or location (including
XxxxxXxxxx.xxx).
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10.
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Schuleberg
Media Works rights, work product, work in process, developments,
treatments and all other rights, agreements, assets and
understandings.
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11.
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All
future rights or products similar to the above related to medical or
therapeutic devices or products.
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SCHEDULE
B
List of
Liabilities
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1.
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$45,000
obligation payable to Shuleberg Media
Works.
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