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EXHIBIT 10.54
ASSIGNMENT
FOR VALUE RECEIVED, receipt of which is hereby acknowledged, Sunrise
Technologies International, Inc. a Delaware corporation ("Sunrise"), with its
principal place of business located at 00000 Xxxxxxx Xxxx., Xxxxxxx,
Xxxxxxxxxx 00000, hereby assigns and transfers all of its right, title and
interest in the Settlement Agreement (the "Agreement") dated July 30, 1996,
with American Dental Technologies, Inc., a Delaware corporation, ("ADT") a copy
of which is attached as Exhibit A and incorporated herein by reference, to
Xxxxx Research, a California corporation ("Xxxxx"), with its principal place of
business located at 000 Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxxxxx 00000.
In connection with this assignment, in addition to the warranties
contained in the Asset Purchase Agreement dated March 25, 1997 between Sunrise
and Xxxxx, Sunrise warrants that:
1. Sunrise is the duly authorized licensee under the Agreement, having
received the rights by merger, with Sunrise Technologies, Inc., its
predecessor. The Agreement is valid, binding and enforceable against
Sunrise in accordance with its terms. Sunrise has the right to assign
this Agreement free of any encumbrance, lien, or any interest of third
parties other than interests of third parties set forth in the
Agreement. The Agreement will continue in full force and effect to the
benefit of Xxxxx with no change to its terms, except as might otherwise
be separately agreed to by Xxxxx and ADT, and Sunrise shall have no
further rights as licensee of the patents under the Agreement, except
with respect to such rights as Sunrise may have pursuant to the
Security Agreement.
2. Sunrise has duly performed all, and is not in default of any, of its
duties and obligations under the Agreement, including the payment of
royalties, and ADT has no grounds for termination of the Agreement. To
the best knowledge of Sunrise, ADT has duly performed all, and is not
in default of any, of its duties and obligations under the Agreement,
and Sunrise has no grounds for termination of the Agreement.
3. The Agreement is the entire and complete agreement between Sunrise and
ADT as to the subject matter of the Agreement as described therein,
accurately and completely reflects all the terms of agreement between
Sunrise and ADT, and no change or amendment to the terms of the
Agreement has been made.
Sunrise Technologies International, Inc.
Dated: June 24, 1997 By: /s/ Xxxxx X. Xxxxx
-----------------------
Xxxxx X. Xxxxx, Chief Executive
Officer
First Revision 6/20/97
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ACCEPTANCE OF ASSIGNMENT
Xxxxx Research hereby accepts assignment from Sunrise of all of its
right, title and interest in the Settlement Agreement dated July 30, 1996, with
American Dental Technologies, Inc., a Delaware Corporation, and agrees to
perform at its own expense all the obligations of Sunrise under the Agreement
that arise after the effective date of this Assignment. Xxxxx hereby
acknowledges and confirms the validity of the patents and patent rights
described in paragraph 6 of the Settlement Agreement dated July 30, 1996
Xxxxx Research
Dated: 6/24/97 By: /s/ Xxxxx X. Xxxxx
------------- -------------------------
Xxxxx X. Xxxxx, President
ACKNOWLEDGEMENT OF ASSIGNMENT
American Dental Technologies, Inc., a Delaware corporation, ("ADT")
with its principal place of business at 00000 Xxxxxxxxxxxx Xxxxxxx, Xxxxx 0000,
Xxxxxxxxxx, Xxxxxxxx 00000-0000, and as owner of, and licensor to Sunrise of,
the patents and patent rights described in paragraph 6 of the License
Agreement dated July 30, 1996 (the "Patents"), hereby acknowledges and accepts
the assignment of the rights and obligations of Sunrise as licensee under the
Agreement to Xxxxx Research, a California corporation, and agrees and warrants
as follows:
1. Upon the assignment of the Agreement from Sunrise to Xxxxx, the
Agreement will continue in full force and effect. ADT acknowledges that
transfer of the rights of Sunrise under the Agreement to Xxxxx does
not constitute a default under the Agreement, and agrees not to
interfere in any manner with the sale of the Sunrise Dental Division to
Xxxxx.
2. ADT hereby reaffirms the Agreement, including the warranties contained
in paragraph 17 thereof, and agrees to recognize Xxxxx as the duly
authorized licensee under all the terms of the Agreement, subject to
performance by Xxxxx of the duties and obligations of licensee under
the Agreement.
3. The patents are currently valid and to the best knowledge of ADT no
part thereof is subject to any pending or threatened claims of
infringement or invalidity.
4. Xxxxx has and shall have no obligation to ADT with respect to the
payment of the transfer fee payable by Sunrise under the Agreement;
provided that, however, without in any manner affecting the validity
and enforceability of ADT's agreements hereunder, Sunrise must make at
closing the payment of $275,000 and assignments of 10% of the
$1,000,000 promissory note from Xxxxx as set forth in the letter dated
June 10, 1997 from Xxxxx X. Xxxxxx agreed to by Sunrise and ADT.
5. The undersigned is duly authorized to execute this consent on behalf of
ADT.
American Dental Technologies, Inc.
Dated: June 23, 1997 By: /s/ Xxx X. Xxxxxxx
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Xxx X. Xxxxxxx, President and CEO
First Revision 6/20/97
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CERTIFICATES OF ACKNOWLEDGMENT OF NOTARY PUBLIC
State of California )
)
County of Santa Xxxxx )
--------------
On 6-24-97 before me, Xxxxxxx Xxxx Xxxxxxxx, Notary Public, personally
appeared XXXXX X. XXXXX, personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person, or
the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
Signature
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State of California )
)
County of Santa Xxxxx )
On 6-24-97 before me, Xxxxxxx Xxxx Xxxxxxxx, Notary Public, personally
appeared XXXXX X. XXXXX, personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person, or
the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
[SEAL]
Signature /s/ Xxxxxxx Xxxx Xxxxxxxx XXXXXXX XXXX XXXXXXXX
------------------------------ COMM. # 1036928
Notary Public--California
State of Michigan ) Santa Xxxxx County
My Comm. Expires Aug. 21,1998
)
County of Oakland )
On 6-23-97 before me, Xxxxx Xxxxxx Xxxxxx personally appeared XXX X.
XXXXXXX, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized
capacity, and that by his signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
Signature /s/ Xxxxx Xxxxxx Xxxxxx XXXXX XXXXXX XXXXXXX STAMP
------------------------ Notary Public, Oakland County, MI
My Commission Expires Dec.19,2000
First Revision 6/20/1997
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