PATENT ASSIGNMENT
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THIS PATENT ASSIGNMENT is made and executed as of April 23, 2003.
W I T N E S S E T H
WHEREAS, Xxxx Xxxxxxxxxx, located at 0000 XxXx Xxxx Xxxxx, Xxxxxxx, Xxxxxxx
00000 (the "Assignor"), owns all right, title and interest in and to inventions
covered by U.S. Patent No. 6,060,979 issued on May 9, 2000 for "Call box
apparatus" (the "Patent") free and clear of all liens and encumbrances, and
WHEREAS, CNE Group, Inc., a Delaware corporation, located at 000 Xxxx 00xx
Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 (the "Assignee"), is desirous of
acquiring all of Assignor's right, title and interest in and to the Patent;
NOW, THEREFORE, TO ALL WHOM IT MAY CONCERN, BE IT KNOWN that for
consideration consisting of an aggregate of $2,000,000 represented by four
subordinated notes each with a principal amount of $500,000 and bearing an
interest rate of 8% per annum and a term of five years and six months, the
receipt and adequacy of which is hereby acknowledged, the Assignor hereby
assigns to the Assignee, his entire right, title and interest in and to the
Patent and the proprietary rights embodied therein, and all reissues and
extensions thereof free and clear of all liens and encumbrances, the same to be
held and enjoyed by the Assignee for its own use and enjoyment, and for the use
and enjoyment of its successors, assigns or other legal representatives, as
fully and entirely as the same would have been held and enjoyed by the Assignor
if this assignment had not been made; together with the right to xxx for, and
collect the same for its own use and behalf, and for the use and behalf of its
successors, assigns or other legal representatives all claims arising out of
past, present or future infringements of the Patent; and all applications for
industrial property protection, including, without limitation, all applications
for Patent, utility models, and designs which may heretofore have been filed or
may hereafter be filed for the inventions covered by the Patent in any country
or countries foreign to the United States, together with the right to file such
applications and the right to claim for the same the priority rights derived
from said United States patent applications under the Patent Laws of the United
States, the International Convention for the Protection of Industrial Property,
or any international agreement or the domestic laws of the country in which any
such application is filed, as may be applicable; and all forms of industrial
property protection, including, without limitation, Patent, utility models and
designs which may heretofore have been granted or may hereafter be granted for
said invention in any country or countries foreign to the United States and all
extensions, renewals and reissues thereof.
The Assignor represents and warrants to and for the benefit of the Assignee
that (i) the Assignor is the sole and exclusive owner of the Patent free and
clear of all liens and encumbrances; (ii) Assignor has not previously assigned,
pledged, encumbered or transferred the Patent, or granted any person or party a
license to use the Patent; (iii) the Patent is valid and subsisting; and (iv)
the Assignor is not aware of any person or party infringing upon or making
unauthorized use of the Patent.
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The Assignor hereby authorizes and requests the Commissioner of Patent of
the United States, and any official of any country or countries foreign to the
United States, whose duty it is to issue patents or other evidence or forms of
industrial property protection on applications as aforesaid, to issue the same
to the Assignee, its successors, assigns and legal representatives, in
accordance with the terms of this instrument.
The Assignor hereby covenants and agrees to cooperate with Assignee to
enable Assignee to enjoy to the fullest extent the rights granted hereby,
including, without limitation, the execution and delivery of papers, taking of
oaths and performance of acts which may be necessary, desirable or convenient
for securing and maintaining Patent and for vesting title thereto in Assignee.
The recitals above are hereby incorporated herein.
IN WITNESS WHEREOF, the Assignor has executed this Patent Assignment on the
date first written above.
/s/ Xxxx Xxxxxxxxxx
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By: Xxxx Xxxxxxxxxx
STATE OF FLORIDA )
) SS
COUNTY OF ___________ )
On this ______ day of _________________, ______, before me personally
appeared Xxxx Xxxxxxxxxx, to me known to be the person described herein and who
executed the foregoing instrument, and acknowledged that he executed the same as
his free act and deed.
In Testimony Whereof, I have hereunto set my hand and affixed my official
seal the day and year first above written.
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NOTARY PUBLIC
My Commission Expires:
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[SEAL]
NEW / NEW
XXXXX 194668
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