EXHIBIT 12.3
ASSIGNMENT OF LICENSE
THIS ASSIGNMENT OF LICENSE, made this 26th day of March, 2003, by and
between UTEK CORPORATION, (hereinafter called "Assignor") and CIRCLE GROUP
HOLDINGS, INC., (hereinafter called "Assignee") and BROOKHAVEN SCIENCE
ASSOCIATES, LLC, (hereinafter called "Licensor"):
WITNESSETH:
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WHEREAS, on or about the 26th day of March, 2003, Assignor entered into
a License Agreement with Licensor, a copy of which is attached hereto as Exhibit
"A" and incorporated herein by reference (hereinafter the "License"); and
WHEREAS, Assignor desires to assign to Assignee all of its right, title,
and interest as Licensee under the License, and Assignee desires to accept such
assignment and assume all of the obligations under the License; and
WHEREAS, Licensor desires to join in this Assignment of License for the
purpose of giving their consent to this assignment.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good
and valuable consideration as set forth in a separate agreement between the
Assignor and the Assignee. Assignor does hereby grant, convey, assign, transfer
and set over unto the Assignee, his successors and assigns all of its right,
title and interest in and to that certain License attached hereto as Exhibit
"A" and incorporated herein by reference.
TO HAVE AND TO HOLD the same unto the Assignee, its successors and
assigns from this date, subject to the covenants, conditions and provisions
therein also mentioned and subject to the following terms and conditions:
1. The Assignor hereby covenants that the attached License (Exhibit
("A") represents the entire agreement between the Assignor and the Licensor,
and the said License is in full force and effect, and the said License has not
been assigned, modified, supplemented or amended in any way.
2. By execution of this Agreement, Assignee hereby represents it has
read and understands all terms and conditions of the License and covenants that
it accepts the foregoing assignment and transfer and agrees to pay all royalties
and to faithfully perform all covenants, stipulations, agreements and
obligations under the License accruing on or after the date of this Assignment.
3. Notwithstanding anything in the License to the contrary, or
anything in said Assignment to the contrary, if the License requires Licensor
to give written notice to Assignee under the License, Licensor shall be
required henceforth to give such written notice to the following address of
Assignee:
Circle Group Holdings, Inc.
0000 Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Telephone No.: (000) 000-0000
4. Licensor consents to this Assignment and this Assignment shall be
effective only after this Assignment is executed and acknowledged by Assignor,
Assignee, and Licensor with two subscribing witnesses attesting to each
signature, and with two fully executed originals of this instrument being
delivered to and received by the Licensor.
5. CIRCLE GROUP HOLDINGS, INC. acknowledges and understands that UTEK
CORPORATION and UTEK CORPORATION make no representations and provide no
assurances that the rights to the Technology and Intellectual Property
contained in the License Agreement do not, and will not in the future, infringe
or otherwise violate the rights of the third parties.
6. Except as otherwise expressly set forth in this Agreement, UTEK
CORPORATION makes no representations and extends no warranties of any kind,
either express or implied, including, but not limited to warranties of
merchantability, fitness for a particular purpose, noninfringement and validity
of the Intellectual Property.
7. CIRCLE GROUP HOLDINGS, INC. will use its best efforts to ensure that
the shares issued in consideration for this assignment will, at the requests of
the Assignor and/or Licensor, have the legends removed and be available for sale
in the public market place, subject to SEC Rule 14a, after 12 months.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
Signed, sealed and delivered in
the presence of:
As to Assignor
UTEK CORPORATION,
a Florida corporation
/s/ Xxxxxx X. XxXxxx By: /s/ Xxx Xxxxxx
--------------------------------- ------------------------------------
[SIGNATURE]
/s/ Xxxxxx X. XxXxxx Its: Vice President
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[PRINTED NAME]
/s/ Xxx Xxxxxxxxx Date: March 25, 2003
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[SIGNATURE]
/s/ Xxx Xxxxxxxxx
---------------------------------
[PRINTED NAME]
As to Assignee
CIRCLE GROUP HOLDINGS, INC.
an Illinois Corporation
/s/ Xxxxxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- ------------------------------------
[SIGNATURE]
/s/ Xxxxxxx X. Xxxxxxxxx Its: Chief Executive Officer
---------------------------------
[PRINTED NAME]
/s/ Xxxx X. Xxxxxxxxx Date: March 26, 2003
---------------------------------
[SIGNATURE]
/s/ Xxxx X. Xxxxxxxxx
---------------------------------
[PRINTED NAME]
As to Licensor
Brookhaven Science Associates, LLC
a New York Not-For-Profit Corporation
By: /s/ illegible
--------------------------------- ------------------------------------
[SIGNATURE]
Its: Private Counsel
---------------------------------
[PRINTED NAME]
Date: March 26, 2003
---------------------------------
[SIGNATURE]
---------------------------------
[PRINTED NAME]
