TRADEMARK ASSIGNMENT AGREEMENT
Exhibit 10.3
This
TRADEMARK ASSIGNMENT AGREEMENT (this “Trademark Assignment
Agreement”) is made as of December 14, 2017 by and
between QuantRx Biomedical Corporation, a Nevada corporation
(“Assignor”), and Preprogen
LLC, a Delaware limited liability company (“Assignee”).
WHEREAS, Assignor
and Assignee are parties to that certain Asset Purchase Agreement,
dated as of December 14, 2017 (as such agreement may have been, or
may from time to time be, amended, supplemented or otherwise
modified, the “Asset
Purchase Agreement”), by and between Assignee, on the
one hand, and Assignor, on the other. All capitalized terms used
and not defined herein shall have the meanings ascribed to them in
the Asset Purchase Agreement.
WHEREAS, Assignor
is the owner of all right, title and interest in and to the
trademarks listed on Exhibit A attached hereto (the
“Trademarks”), together
with the goodwill of the Business connected with and symbolized by
the Trademarks.
WHEREAS, pursuant
to the Asset Purchase Agreement, Assignee desires to acquire all of
Assignor’s right, title and interest in and to the
Trademarks, together with the goodwill of the Business connected
with and symbolized by the Trademarks.
NOW
THEREFORE, for good and valuable consideration, the receipt and
legal sufficiency of which is hereby acknowledged, the parties
agree as follows:
1. Assignor
hereby sells, assigns, transfers, conveys and delivers to Assignee,
its successors and assigns, all of its right, title and interest in
and to the Trademarks in the United States and all jurisdictions
outside the United States, together with the goodwill of the
Business connected with and symbolized by the Trademarks
(including, without limitation, the right to renew any
registrations included in the Trademarks, the right to apply for
trademark registrations within or outside the United States based
in whole or in part upon the Trademarks, the right to bring an
action for any and all past infringements of the rights being
assigned and the right to collect and retain any proceeds
therefrom, and any priority right that may arise from the
Trademarks), the same to be held and enjoyed by Assignee as fully
and entirely as said interest could have been held and enjoyed by
Assignor had this sale, assignment, transfer conveyance and
deliverance not been made.
2. At
and from time to time following the Closing, Assignor shall take
such actions as required by Section 6.1 of the Asset Purchase
Agreement in regard to this Trademark Assignment
Agreement.
3. This
Trademark Assignment Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and
delivered shall be deemed to be an original, but all of which when
taken together shall constitute one and the same
agreement. Each counterpart may be
delivered by facsimile transmission or electronic transmission in
portable document format, which transmission shall be deemed to be
delivery of an originally executed document.
4. This
Trademark Assignment Agreement shall be governed, including as to
validity, interpretation and effect, by, and construed in
accordance with, the internal Laws of the State of Delaware
applicable to agreements made and fully performed within the State
of Delaware.
[Remainder of page left blank intentionally. Signature page
follows.]
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IN WITNESS WHEREOF, Assignor and
Assignee have caused this Agreement to be executed as of the date
first above written.
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ASSIGNOR:
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QUANTRX BIOMEDICAL
CORPORATION
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By: /s/ Xxxxxx X.
Xxxxxxxxx
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Name:
Xxxxxx
X. Xxxxxxxxx
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Title:
Chief
Executive Officer
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ASSIGNEE:
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PREPROGEN
LLC
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By: /s/ Xxxxx
Xxxxxxxxxx
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Name:
Xxxxx
Xxxxxxxxxx
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Title:
Founder
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Exhibit A
Trademarks
Registered Xxxxx
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Xxxx
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Goods / Services
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Application Serial Number
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Registration Number
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Applicant
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Registration Date
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PADKIT
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Class
10
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75/654,164
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2,380,818
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QUANTRX
BIOMEDICAL CORPORATION
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8/29/2000
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PADKIT
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Class
10
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75/260,875
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2,251,770
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QUANTRX
BIOMEDICAL CORPORATION
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6/8/1999
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