EXHIBIT 10.1
Intellectual Property Assignment and Xxxx of sale
This Intellectual Property Assignment and Xxxx of Sale (this "Agreement")
is entered into as of August 2, 2004 (the "Effective Date"), by and between
Medstretch, Inc. a corporation organized in the State of Nevada ("Seller"), and
Xx. Xxx Xxxxxxxxx, a resident of Ontario, Canada ("Purchaser").
RECITALS
WHEREAS, Seller is a party to that certain share exchange agreement, dated
August 2, 2004 (the "Exchange Agreement");
WHEREAS, pursuant to the Exchange Agreement, Seller has agreed to
irrevocably transfer and assign to Purchaser all of its right, title and
interest, on a worldwide basis, in, to and under the assets, which includes
certain items of intellectual property, relating to muscular - skeletal
programs.
NOW, THEREFORE, for the return to the Seller of all the shares of common
stock held in the Seller by Purchaser and certain other shares, all of which are
to be cancelled and returned to the status of authorized but unissued shares of
Common Stock, the receipt and sufficiency of which hereby acknowledged, the
parties hereby agree as follows:
AGREEMENT
1. ASSIGNMENT
1.1 Intellectual Property and Assets. Seller hereby irrevocably sells,
transfers, conveys, assigns and delivers all of its right, title and interest of
every kind and character throughout the world in, to and under the assets and
intellectual property relating to muscular -skeletal programs owned by Seller to
the full extent of its ownership or interest therein, including, without
limitation, good will, all rights and causes of action for infringement or
misappropriation (past, present or future) of any such intellectual property,
all rights to apply for or register any of the foregoing, and any and all other
rights and interests arising out of, in connection with or in relation to the
intellectual property. At Closing, if requested, Seller shall execute and
deliver to Purchaser a confirmatory assignment agreement covering, if and to the
extent included in the intellectual property: (i) each registered trademark and
all applications for registration of trademarks for filing with any appropriate
patent and trademark registry, in the form acceptable to the Purchaser; (ii)
each registered Copyright and all applications for registration of Copyrights
for filing with any appropriate copyright registry, in the form acceptable to
the Purchaser; and (iii) each Internet domain name for filing and submission as
necessary to transfer such domain names, in the form acceptable to the Purchaser
or in such other form as necessary to transfer such domain names (collectively
the "Confirmatory Assignments").
1.2 Further Actions. Upon Purchaser's request, Seller will promptly take such
other actions as may be reasonably necessary to vest, secure, perfect, protect
or enforce the rights and interests of Purchaser in, to and under the
intellectual property, and Purchaser shall pay for Seller's actual and
reasonable expenses and costs. Such actions shall include, without limitation,
the prompt execution and delivery of documents in recordable form (including the
prompt execution and delivery of additional Confirmatory Assignments) and the
provision of documents and information useful or necessary for Purchaser,
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designees or agents to file, prosecute or maintain any registration or
application for any intellectual property, or pursue or defend any
administrative, court, or other legal proceeding involving any of the
intellectual property.
1.3 Appointment. In the event that Purchaser is unable, after reasonable notice
to Seller (and passage of at least five business days from the date such notice
is delivered), for any reason whatsoever, to secure Seller's signature to any
document that is reasonably necessary to vest, secure, perfect, protect or
enforce the rights and interests of Purchaser in and to the intellectual
property, Seller hereby irrevocably designates and appoints Purchaser and its
duly authorized officers and agents as Seller's agents and attorneys-in-fact, to
act for and on its behalf and instead of Seller, to execute and file any such
documents and to do all other lawfully permitted acts to further the purposes of
this Section with the same legal force and effect as if executed by Seller.
2. MISCELLANEOUS. Sections 11.4 through 11.13 of the Exchange Agreement are
hereby incorporated herein by this reference; provided that references to
"Agreement," "hereto," "hereunder," and similar references in such sections
shall pertain to this Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the Effective Date.
SELLER PURCHASER
By: /s/ Xx. Xxxxxxxx Xxxxxxxxx By: /s/ Xxx Xxxxxx
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Name (Print): Xxxxxxxx Xxxxxxxxx Name (Print): Xxx Xxxxxx
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Title: President Title: President
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