TRADEMARK ASSIGNMENT
This Agreement is by and between Overland Food Co., a Delaware corporation
("Assignor") and Neurochemical Research Corporation, a Tennessee corporation
("Assignee").
WHEREAS, Assignor, is the owner of that trademarks identified as follows:
a. Trim-A-Way, Registration No.1,780,004, issued on 7/6/93.
b. QuitSystem, Registration No. 1,669,112, issued on 12/24/91 (issued to
Labco Pharmaceuticals, Inc., a Delaware corporation, and assigned to Overland
Food Co. as of April 4, 2002).
c. Anaplex (unregistered; assigned by Labco Pharmaceuticals, Inc., a
Delaware corporation, to Overland Food Co. as of April 4, 2002).
WHEREAS, Assignee, wishes to acquire the entire rights, title, and interest in
the Trademarks.
NOW, the parties agree as follows:
1. Assignment Assignor does hereby irrevocably assign to Assignee all rights,
title, and interest (including but not limited to, all registration rights with
respect to the Trademarks, all rights to prepare derivative marks, all goodwill
and all other rights), in and to the Trademarks.
2. Consideration. In consideration for the assignment set forth in Section 1,
Assignor shall pay Assignee the sum of $100, payment and receipt of which is
hereby acknowledged.
3. Representations and Warranties. Assignor represents and warrants to Assignee:
(a) Assignor has the right, power and authority to enter into this
Agreement;
(b) Assignor is the exclusive owner of all right, title and interest,
including all intellectual property rights, in the Trademarks;
(c) The Trademarks are free of any liens, security interests, encumbrances
or licenses;
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(d) The Trademarks do not infringe the rights of any person or entity;
(e) There are no claims, pending or threatened, with respect to Assignor's
rights in the Trademarks;
(f) This Agreement is valid, binding and enforceable in accordance with
its terms; and
(g) Assignor is not subject to any agreement, judgment or order
inconsistent with the terms of this Agreement.
4. Attorney's Fees. Should either party hereto, or any heir, personal
representative, successor or assign of either party hereto, resort to litigation
to enforce this Agreement, the party prevailing in such litigation shall be
entitled, in addition to such other relief as may be granted, to recover its or
their reasonable attorneys' fees and costs in such litigation from the party
against whom enforcement was sought.
5. Entire Agreement This Agreement, contains the entire understanding and
agreement between the parties hereto with respect to its subject matter and
supersedes any prior or contemporaneous written or oral agreements,
representations or warranties between them respecting the subject matter hereof.
6. Amendment This Agreement may be amended only by a writing signed by both
parties.
7. Severability If any term, provision, covenant or condition of this Agreement,
or the application thereof to any person, place or circumstance, shall be held
by a court of competent jurisdiction to be invalid, unenforceable or void, the
remainder of this Agreement and such term, provision, covenant or condition as
applied to other persons, places and circumstances shall remain in full force
and effect.
8. Agreement to Perform Necessary Acts Assignee agrees to perform any further
acts and execute and deliver any documents that may be reasonably necessary to
carry out the provisions of this Agreement.
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9. Governing Law This Agreement shall be construed in accordance with, and all
actions arising hereunder shall be governed by, the laws of the State of
California.
Date: April 4, 2002
ASSIGNEE ASSIGNOR
/s/ Signature /s/ Signature
---------------------------- ---------------------------
Neurochemical Research Corp. Overland Food Co.
By: Xxxxx Xxxxxx By: Xxx Xxxxxxx
President President
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NOTARIZATION FORM
STATE OF CALIFORNIA
County of [county]
On [date] before me, [name of notary], notary, personally appeared [person(s)
involved], personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
Witness my hand and official seal.
(Seal) Signature___________________________ Notary
