TRADEMARK ASSIGNMENT AND AGREEMENT
TRADEMARK
ASSIGNMENT AND AGREEMENT
TRADEMARK
ASSIGNMENT AND AGREEMENT (this “Assignment”) is made effective as of August 13,
2007 (the “Effective Date”), by and between VICIS
CAPITAL MASTER FUND, a sub-trust of the Vicis Capital Master Trust, a trust
organized under the laws of the Cayman Islands (the “Assignee”), and MEDICAL
MEDIA TELEVISION, INC., a Florida corporation (the “Assignor”).
This
Assignment is made as part of Assignee's acceptance of collateral in partial
satisfaction of debt owed by Assignor to Assignee.
WHEREAS,
Assignee owns an interest in the xxxx “MEDICAL MEDIA TELEVISION, INC.” ("MMTV
Xxxx"), and the goodwill of the business symbolized by such xxxx;
and
WHEREAS,
in connection with the partial satisfaction of certain debt owed by Assignor
to
the Assignee, Assignee wishes to acquire any interest Assignor may have in
the
MMTV Xxxx and the goodwill associated therewith.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which are hereby expressly acknowledged, the parties agree as
follows:
1. Assignment.
Assignor hereby assigns and transfers unto Assignee, Assignor’s entire right,
title and interest in and to the following:
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The
MMTV Xxxx;
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| (b) |
All
logos and phrases
related to the MMTV Xxxx; and
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(c)
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The
goodwill associated with Assignor’s interest in the MMTV
Xxxx.
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2. License.
Assignee hereby grants to Assignor (and all of its assigns) a perpetual,
non-exclusive, royalty-free license to use the MMTV Xxxx (the "License");
provided that the Assignor may only use the MMTV Xxxx in such manner as is
consistent with Assignor's past practices prior to the date hereof. Assignee,
in
its sole discretion, may revoke this License at any time upon written notice
(the "Notice") to the Assignor. Within 20 days after the date of the Notice,
the
Assignor shall (a) cease use of the MMTV Xxxx; (b) take all necessary
action to change its legal name to a name different from Medical Media
Television, Inc.; and (c) remove from its assets, properties, stationery,
literature and Internet website any and all references to the MMTV Xxxx.
Thereafter, the Assignor shall not, and shall cause its Affiliates to not,
use
the MMTV Xxxx. In the event that the Assignor or any of its Affiliates breach
this Agreement, the Assignee shall be entitled to specific performance of this
Section 2 and to injunctive relief against further violations, as well as
other remedies at law or in equity available.
3. Counterparts.
This
Assignment may be signed in one or more counterparts, each of which shall be
an
original and all of which shall be considered one and the same agreement, and
shall become effective when both parties have received a counterpart signed
by
the other party.
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IN
WITNESS WHEREOF, Assignor and Assignee have each caused this Assignment to
be
executed by its duly authorized officer as of the date written
below.
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VICIS
CAPITAL MASTER FUND
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By:
Vicis Capital LLC
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| By: |
/s/
Xxxx Xxxxxxxx
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Xxxx
Xxxxxxxx
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Chief
Operating Officer
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| By: |
/s/
Xxxxxx X. Xxxxx
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Xxxxxx
X. Xxxxx
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President
and Chief Executive Officer
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