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EXHIBIT 10.9
ASSIGNMENT AND XXXX OF SALE
THIS ASSIGNMENT AND XXXX OF SALE (the "Assignment"), is made and
entered into as of this 29th day of February, 1996, by and between LASER ATLANTA
OPTICS, INC., a Georgia Corporation ("Seller"), and SPECTRX, INC., a Delaware
Corporation ("Purchaser").
WHEREAS, from time to time the Seller and the Purchaser have disagreed
as to the validity of the Sellers claim to any of the Rights as described below,
with the Purchaser asserting that the Seller has no such claims to the Rights
and the Seller asserting that it may have such claims to the Rights, the Seller
and the Purchaser agree as follows:
In consideration of the settlement of and disagreement as to the Rights
and as a condition to the payment of $10.00 and other good and valuable
consideration by Purchaser to Seller, the mutual promises herein contained, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Seller does hereby convey, grant, sell, transfer, assign and
deliver unto Purchaser, its successors and assigns forever, all of Seller's
right, title, interest in and to any technology, patents, products, uses and
applications related to Transdermal Monitoring and Delivery ("the Rights"), to
the extent the Seller has any such claims to the Rights, as a result of the
previous employment of Xxxxxxxx Xxxxxxxx by the Seller.
2. SELLER DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES
REGARDING THE ASSETS, THE LICENSE AGREEMENT, AND THE UNDERLYING TECHNOLOGY
RELATING TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND PURCHASER
ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, IT IS
ACQUIRING THE RIGHTS, THE LICENSE AGREEMENT, AND THE UNDERLYING TECHNOLOGY ON AN
"AS IS", "WHERE IS", AND "WITH ALL FAULTS" BASIS. NEITHER SELLER NOR PURCHASER
SHALL NOT BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES.
3. Purchaser and Seller each agree that it will execute such
additional instruments and take such actions as may be reasonably requested by
the other party to confirm, or perfect, or otherwise carry out the intent and
purpose of this Assignment.
4. This Assignment shall be binding and shall inure to the
benefit of Seller and Purchaser and their respective successors and assigns.
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IN WITNESS WHEREOF, Purchase and Seller have caused this Assignment to
be executed by their duly executed officers as of the date first written.
"SELLER"
Laser Atlanta Optics, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
"PURCHASER"
SpectRx, Inc.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, President
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