Exhibit 10.2
------------
TECHNOLOGY TRANSFER AGREEMENT
AND ASSIGNMENT OF RIGHTS
THIS TECHNOLOGY TRANSFER AGREEMENT AND ASSIGNMENT OF RIGHTS, is made
and entered into this 7th day of April, 2006 by and between Xxxxxx Xxxxxxxxxx,
an individual, residing at 00 Xxxxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxx 00000, Xxxxx
Xxxxxxxxxx, an individual, residing at 0000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxx
00000 and Xxx Xxxxx, an individual, whose place of business is Suite 000, Xxxxx
X, Xxxxxxxx 0xx, 0xx Xxxxxxxx, Qiancun Merchant Building, Anzhen Xili, Xxxxxxxx
Xxxxxxxx, Xxxxxxx, 000000, Xxxxxx'x Xxxxxxxx of China (hereinafter referred to
collectively as the "Assignors") and Emerging Gamma Corporation, a Delaware
corporation, having a place of business at 000 Xxxxxxxx, Xxxxx 000, Xxxxxx,
Xxxxx 00000 (hereinafter referred to as the "Assignee").
WITNESSETH; That;
WHEREAS, Assignors are the owners of certain: (i) United States
Copyrights, (ii) United States Trademarks and (iii) business and technology
rights in the field of over-the-counter pharmaceutical products and supplements,
including business data, technical data, business technical information,
formulae, know-how, methods of manufacture, trade secrets, confidential
information and other information and data relating to the manufacture, sale and
marketing of products that are the subject of the business and technical rights
and information (hereinafter referred to collectively as "Know-How". Together,
the Copyrights, Trademarks and Know-How are sometimes collectively referred to
as the "Transferred Technology."
WHEREAS, Assignee is desirous of acquiring the right, title and
interest in and to the (i) United States Copyrights, (ii) United States
Trademarks and (iii) Know-How;
WHEREAS, Assignors are willing to assign, transfer and convey the
right, title and interest in and to the (i) United States Copyrights, (ii)
United States Trademarks and (iii) Know-How to the Assignee, all on the terms
and conditions hereinafter set forth in this TECHNOLOGY TRANSFER AGREEMENT AND
ASSIGNMENT OF RIGHTS (hereinafter referred to as the "Agreement").
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and in
consideration of the premises, covenants and undertakings hereinafter set forth
and intending to be legally bound thereby, the parties hereto agree as follows:
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1. Definitions. Definition of terms as used in this Agreement:
(a) The term "United States Copyrights" shall mean the entire right,
title and interest in and to the published and unpublished copyright in the
works set forth on schedule entitled "COPYRIGHT WORKS" identified as Exhibit A
and attached hereto (hereinafter referred to collectively as the "Copyright
Works") including any registrations and copyright applications relating thereto
and any renewals and extensions thereof, and in and to all Works based upon,
derived from, or incorporating the Copyright Works, and in and to all income,
royalties, damages, claims and payments now or hereafter due or payable with
respect thereto, and in and to all causes of action, either in law or in equity
for past, present, or future infringement based on the copyrights, and in and to
all rights corresponding to the foregoing throughout the world.
(b) The term "United States Trademarks" shall mean the entire
right, title and interest in and to the common law trademarks, common law
service marks, pending United States Trademark Applications, pending United
States Service Xxxx Applications, foreign trademarks, foreign service marks and
any pending foreign Service Xxxx/Trademark Applications set forth on schedule
entitled "TRADEMARK/SERVICEMARK RIGHTS" identified as Exhibit B and attached
hereto (hereinafter referred to collectively as the "Trademark Rights").
(c) The term "Know-How rights" shall mean the entire right,
title and interest in and to business and technology rights in the field of
over-the-counter pharmaceutical products and supplements, including business
data, technical data, business technical information, formulae, know-how,
methods of manufacture, trade secrets, confidential information and other
information and data relating to the manufacture, sale and marketing of products
that are the subject of the business and technical rights, such information
being set forth on a schedule entitled "KNOW-HOW RIGHTS" identified as Exhibit C
and attached hereto (hereinafter referred to collectively as the "Know-How
Rights").
2. Purchase and Sale of Rights. Assignors and Assignee agree that the
consideration for the assignment, transfer and conveyance of the entire right,
title and interest in and to the (i) United States Copyrights, (ii) United
States Trademarks and (iii) Know-How Rights shall be the Assignee issuing to the
Assignor a certificate or certificates for shares of Common Stock in the
aggregate number of shares representing ninety percent (90%) of the issued and
outstanding shares of common stock, par value $1.00 per share, of Emerging Gamma
Corporation, a Delaware corporation, to be calculated based on the number of
shares of common stock issued and outstanding after giving effect to this
transaction (the "Stock"). The issuance of the certificates for shares of Stock
shall include the following legend:
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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
DISTRIBUTED OR OTHERWISE DISPOSED OF EXCEPT UPON RECEIPT OF AN
OPINION OF COUNSEL IN FORCE FOR THE REGISTERED OWNER HEREOF,
WHICH COUNSEL SHALL BE ACCEPTABLE TO THE ISSUER HEREOF, EXCEPT
SUCH SALE, DISTRIBUTION OR OTHER DISPOSITION AS HAS BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AS
EXEMPT FROM THE REGISTRATION PROCEDURES HEREOF.
IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS
SECURITY OR ANY INTEREST THEREIN, OR TO RECEIVE ANY
CONSIDERATION THEREFOR, WITHOUT COMPLIANCE WITH THE APPLICABLE
BLUE SKY LAWS OF THE RESIDENCE OF THE ISSUER AND SHAREHOLDER.
3. Assignor Express Warranties. The Assignors warrant and represent the
following:
(a) Assignors are the and owners of the (i) United States
Copyrights, (ii) United States Trademarks and (iii) Know-How Rights;
and
(b) Assignors have the right to assign, transfer and convey
the rights that are the subject of this Agreement.
(c) Assignors have all requisite power, authority and legal
capacity required to enter into this Agreement and to perform each and
every obligation required under this Agreement.
(d) This Agreement shall constitute a valid and binding legal
obligation of each of the Assignors enforceable in accordance with its
terms.
(e) Neither the execution of this Agreement, nor the
performance of the Assignors of their obligations hereunder, will
conflict with, or result in a breach of, or constitute a default under,
any provision of any agreement to which the Assignors are a party or
any law, rule, or regulation, and does not require the authorization or
approval by any third party or any governmental authority.
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(f) There is no lawsuit, arbitration or legal, administrative
or other proceeding or other governmental investigation pending or (to
the best of Assignors' knowledge), threatened against Assignors with
respect to the subject matter of this Agreement by which would affect
in any way the Assignors' ability to enter into or perform this
Agreement.
(g) Assignors enjoy sole and complete ownership and
proprietary rights with respect to the Transferred Technology and such
rights do not infringe upon the intellectual property rights and other
rights of any third party.
(h) Assignors have not disclosed and shall not disclose any
confidential information related to the Transferred Technology to any
third party.
4. Representations and Warranties of Assignee.
(a) Assignee is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.
(b) Assignee has all requisite power, authority and approval
to enter into this Agreement and will have all requisite power,
authority and approval to perform fully each and every obligation under
this Agreement; provided, however, that this Agreement is subject for
its enforceability to approval by the Board of Directors of Assignee by
April 7, 2006.
(c) This Agreement constitutes a valid and binding legal
obligation of Assignee enforceable in accordance with its terms.
(d) Neither the execution of this Agreement, nor the
performance of Assignee's obligations hereunder, will conflict with, or
result in a breach of, or constitute a default under, any provision of
Assignee's certificate of incorporation, or bylaws, or any law, rule,
regulation, or any agreement to which Assignee is a party.
(e) There is no lawsuit, arbitration or legal, administrative
or other proceeding or governmental investigation pending or (to the
best of such parties knowledge) threatened against Assignee with
respect to the subject matter of this Agreement or which would affect
in any way Assignee's ability to enter into or perform this Agreement.
5. Form of Assignments.
(a) The Assignors hereby covenant with the Assignee to execute
and deliver to the Assignee, currently with the delivery of the Stock,
an ASSIGNMENT OF COPYRIGHT RIGHTS in the form of the document
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identified as Exhibit D, in recordable form for recording in the United
States Copyright Office for the United States Copyrights set forth for
the Copyright Works set forth on Exhibit A.
(b) The Assignors hereby covenant with the Assignee to execute
and deliver to the Assignee, currently with the delivery of the Stock,
an ASSIGNMENT OF TRADEMARK RIGHTS in the form of the document
identified as Exhibit E, in recordable form for recording in the
Assignment Division of the United States Patent and Trademark Office
for the Trademarks Rights as set forth on Exhibit B.
(c) The Assignors hereby covenant with the Assignee to execute
and deliver to the Assignee, currently with the delivery of the Stock,
an ASSIGNMENT AND XXXX OF SALE OF KNOW-HOW RIGHTS in the form of the
document identified as Exhibit F for the Know-How Rights as set forth
on Exhibit C.
6. Interpretation.
(a) The parties agree that all provisions of this Agreement,
and any questions concerning its construction and interpretation, shall
be governed by the laws of the State of Delaware.
(b) No amendment or modification of the terms of this
Agreement shall be binding upon either party unless reduced to writing
and signed by Assignors and Assignee or their authorized
representatives.
(c) In the event any provision hereof is deemed null and void
or unenforceable, the remaining provisions thereof shall remain in full
force and effect.
7. Notices. All notices, reports and payments made pursuant to this
Agreement shall be in writing and addressed to the parties at the address set
forth in the first paragraph of this Agreement unless notice of a different
address is supplied by either party to the other.
8. Condition to Effectiveness. This Agreement shall not become
effective unless and until approved by the Board of Directors of Assignee.
9. Confidentiality. Neither Assignors nor Assignee shall, under any
circumstance, disclose in any manner to a third party (including disclosures
through publications), any technological or commercial information related to
the Transferred Technology subject to the exceptions noted below, and each party
shall keep confidential the terms and conditions of this Agreement. The
obligations of the confidentiality shall not be applicable to the following
information:
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(a) Any materials or data that belong to or become public
information without violating this Agreement;
(b) Materials or data that one of the parties legally obtains
from a third party;
(c) Materials or data that one party independently develops
without benefiting from the materials or data of the other party.
(d) Any disclosure in order to abide by the law or decree of
any court or governmental authority with jurisdiction over the parties;
(e) The disclosure by Assignee to abide by the requirements of
the Securities and Exchange Commission or any stock exchange on which
the stock of Assignee may be listed;
10. Remedies for Breach. In the event Assignee or Assignors breach this
Agreement, in whole or in part, said party shall bear the liability and
compensate the other party for all direct damages incurred therefrom; provided,
however, if both parties are in breach of this Agreement, each party shall bear
its respective liability based on the actual circumstances.
11. Indemnification.
(a) Assignors hereby indemnify and hold harmless Assignee, its
shareholders, directors, officers, employees, agents, designees and
assignees or any of them, from and against any and all losses, damages,
liabilities, expenses, costs, claims, suits, demands, actions, causes
of action, proceedings, judgments, assessments, deficiencies and
charges (collectively, "Damages") caused by, relating to, or arising
from the infringement of any third party's intellectual property rights
with respect to the Transferred Technology.
(b) Assignors shall defend any suit, claim, action or
proceeding brought against Assignee to the extent that such suit,
claim, action or proceeding is based on a claim that Assignee's
manufacture or sell of any product included in the Transferred
Technology infringes upon the patent, copyright, know how, trademark,
or any other intellectual property rights of any third party. Assignor
shall pay all damages and expenses awarded against Assignee in a final
(nonappealable) judgment and all of Assignee's legal costs and expenses
in defending any such suit, including attorney's fees.
(c) If Assignee's manufacture or sell of any product included
in the Transferred Technology is held to infringe on the intellectual
property rights of any third party, and Assignee is enjoined from using
the same, or if Assignee believes that an infringement is likely to
occur, Assignors shall exert all reasonable efforts, at their own
option and expense to indemnify directly for any losses incurred by
Assignee.
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(d) In the event of a third party claim with respect to which
Assignee is entitled to indemnification hereunder, Assignee shall
notify Assignors in writing as soon as practicable; however, Assignee's
failure to provide such notice shall not preclude it from seeking
indemnification hereunder. Assignors shall promptly defend such claim,
and Assignee shall cooperate with the Assignors in defense of such
claim. If the Assignors fail to defend Assignee within a reasonable
period of time after receipt of Assignee's notice, Assignee shall be
entitled to undertake the defense of such claim and shall have complete
discretion to compromise or settle such claim as the expense of the
Assignors. Upon the assumption of such the defense of such claim, the
Assignors may settle, compromise or defend such claim as they see fit.
12. Disputes. In the event a dispute arises over the validity,
interpretation or implementation of this Agreement, the parties hereto shall
first use their best efforts to resolve such dispute through friendly
consultations. In the event the parties are unable to resolve such dispute in
this manner within thirty (30) days of one party's notification to the other to
commence consultations then either party may submit this dispute for arbitration
in accordance with the rules of the American Arbitration Association.
13. Miscellaneous.
(a) The terms and conditions hereunder shall constitute the
entire agreement and consensus among the parties with respect to the
subject matter of this Agreement, and shall supercede all prior oral or
written agreements; provided, however, that certain Amended and
Restated Letter of Intent between the parties dated as of April 3, 2006
shall remain in full force and effect to the extent that it does not
conflict specifically with any provision of this Agreement.
(b) This Agreement may be executed in counterparts, which
taken together shall constitute one Agreement.
(c) The invalidity of any section of this Agreement shall not
affect the validity of any other section hereof.
(d) This Agreement shall not be assigned by any party without
the written consent of the other party except that Assignee may
transfer this Agreement in whole or in part to any wholly owned
subsidiary.
(e) This Agreement shall be binding on and inure to the
benefit of the respective successors and permitted assigns of the
parties.
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IN WITNESS WHEREOF, each of the parties has executed this Agreement in
duplicate as of the day and year set forth adjacent to his signature.
ASSIGNOR
--------
Xxxxxx Xxxxxxxxxx,
an individual,
Dated: April 7, 2006 ___________________________
Xxxxxx Xxxxxxxxxx
Xxxxx Xxxxxxxxxx,
an individual,
Dated: April 7, 2006 ___________________________
Xxxxx Xxxxxxxxxx
Xxx Xxxxx,
an individual,
Dated: April 7, 2006 ___________________________
Xxx Xxxxx
ASSIGNEE
--------
EMERGING GAMMA CORPORATION,
a Delaware corporation,
Dated: April 7, 2006 By:________________________
(Name)__________________
(Title)_________________
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EXHIBIT A
---------
COPYRIGHT WORKS
Copyright
Author Title Date Registration Number
------ ----- ---- -------------------
9
EXHIBIT B
---------
TRADEMARK/SERVICEMARK RIGHTS
Trademark Application No;/
Service Xxxx Class Goods/Services Registration No.
------------ ----- -------------- ----------------
10
EXHIBIT C
---------
KNOW-HOW RIGHTS
Type of Know-how
Item (e.g. trade secret; data etc.) Description Comments
11
EXHIBIT D
---------
FORM OF COPYRIGHT ASSIGNMENT
ASSIGNMENT OF COPYRIGHT
This Agreement is made between Xxxxxx Xxxxxxxxxx, an individual,
residing at 00 Xxxxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxx 00000, Xxxxx Xxxxxxxxxx, an
individual, residing at residing at 0000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxx
00000 and Xxx Xxxxx, an individual, whose place of business is Suite 000, Xxxxx
X, Xxxxxxxx 0xx, 0xx Xxxxxxxx, Qiancun Merchant Building, Anzhen Xili, Xxxxxxxx
Xxxxxxxx, Xxxxxxx, 000000, Xxxxxx'x Xxxxxxxx of China (hereinafter referred to
collectively as the "Assignors"), who represent and warrant that they are the
copyright owner of the intellectual property (the "Work") described and/or
included in Attachment A and holds the complete and undivided copyright interest
to the Work and Emerging Gamma Corporation, a Delaware corporation, having a
place of business at 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000
(hereinafter referred to as the "Assignee").
For valuable consideration, receipt and sufficiency of which are hereby
acknowledged, Assignors and the Assignee agree as follows:
1. Assignors do hereby sell, assign, and transfer to the Assignee, its
successors and assigns, the entire right, title and interest in and to the
copyright in the Work and any registrations and copyright applications relating
thereto and any renewals and extensions thereof, and in and to all works based
upon, derived from, or incorporating the Work, and in and to all income,
royalties, damages, claims and payments now or hereafter due or payable with
respect thereto, and in and to all causes of action, either in law or in equity
for past, present, or future infringement based on the copyrights, and in and to
all rights corresponding to the foregoing throughout the world.
2. Assignors agree to execute all papers and to perform such other
proper acts as Assignee may deem necessary to secure for Assignee or its
designee the rights herein assigned.
12
ASSIGNOR
--------
Xxxxxx Xxxxxxxxxx,
an individual,
Dated: April ___, 2006 ___________________________
Xxxxxx Xxxxxxxxxx
Xxxxx Xxxxxxxxxx,
an individual,
Dated: April ___, 2006 ___________________________
Xxxxx Xxxxxxxxxx
Xxx Xxxxx,
an individual,
Dated: April ___, 2006 ___________________________
Xxx Xxxxx
13
ASSIGNEE
--------
EMERGING GAMMA CORPORATION,
a Delaware corporation,
Dated: April ___, 2006 By:________________________
(Name)__________________
(Title)_________________
14
EXHIBIT E
TRADEMARK ASSIGNMENT
--------------------
WHEREAS, Xxxxxx Xxxxxxxxxx, an individual, residing at 00 Xxxxxxxx
Xxxx, Xxxxx Xxxx, Xxxxxxxxx 00000, Xxxxx Xxxxxxxxxx, an individual, residing at
residing at 0000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxx 00000 and Xxx Xxxxx, an
individual, whose place of business is Suite 000, Xxxxx X, Xxxxxxxx 0xx, 0xx
Xxxxxxxx, Qiancun Merchant Building, Anzhen Xili, Xxxxxxxx Xxxxxxxx, Xxxxxxx,
000000, Xxxxxx'x Xxxxxxxx of China (hereinafter referred to collectively as the
"Assignors"), who represent and warrant that they are the Assignors of the
trademark/service xxxx described in and/or included in Attachment A and, if so
noted on Attachment A, the Trademark/ Service Xxxx is registered in the United
States Patent and Trademark Office; as set forth on the attached Schedule A
(hereinafter referred to as "the said xxxx"); and
WHEREAS, Emerging Gamma Corporation, a corporation of Delaware, having
a place of business at 000 Xxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 (hereinafter
referred to as the "Assignee") is desirous of acquiring any and all right that
Assignors may have in and to the said xxxx and the registration therefor,
together with the goodwill of the business in connection with which the said
xxxx is used and which is symbolized by the said xxxx, along with the right to
recover for damages and profits for past infringements thereof;
NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, Assignors do hereby assign unto Assignee all right,
title and interest in and to the said xxxx and the registration therefor for the
United States and throughout the world together with the goodwill of the
business in connection with which the said xxxx is used and which is symbolized
by the said xxxx, along with the right to recover for damages and profits for
past infringements thereof; and
Assignors agree to execute and deliver at the request of the Assignee,
all papers, instruments, and assignments, and to perform any other reasonable
acts the Assignee may require in order to vest all Assignors' rights, title, and
interest in and to the said xxxx in the Assignee and/or to provide evidence to
support any of the foregoing in the event such evidence is deemed necessary by
the Assignee, to the extent such evidence is in the possession or control of
Assignors.
15
ASSIGNOR
--------
Xxxxxx Xxxxxxxxxx,
an individual,
Dated: April ___, 2006 ___________________________
Xxxxxx Xxxxxxxxxx
Xxxxx Xxxxxxxxxx,
an individual,
Dated: April ___, 2006 ___________________________
Xxxxx Xxxxxxxxxx
Xxx Xxxxx,
an individual,
Dated: April ___, 2006 ___________________________
Xxx Xxxxx
16
STATE OF _________ )
) ss.
COUNTY OF ____________ )
On _______, 2006, before me,
_________________, a Notary Public in and
for said County and State, personally
appeared Xxxxxx Xxxxxxxxxx, personally known
to me (or proved to me on the basis of
satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the
within xxxx and acknowledged to me that
he/she/they executed the same in
his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the
xxxx the person(s), or the entity upon
behalf of which the person(s) acted,
executed the xxxx.
WITNESS my hand and official seal.
Signature
_____________________________
________________________
FOR NOTARY SEAL OR STAMP
________________________
17
STATE OF _________ )
) ss.
COUNTY OF ____________ )
On _______, 2006, before me,
_______________, a Notary Public in and for
said County and State, personally appeared
Xxxxx Xxxxxxxxxx, personally known to me (or
proved to me on the basis of satisfactory
evidence) to be the person(s) whose name(s)
is/are subscribed to the within xxxx and
acknowledged to me that he/she/they executed
the same in his/her/their authorized
capacity(ies), and that by his/her/their
signature(s) on the xxxx the person(s), or
the entity upon behalf of which the
person(s) acted, executed the xxxx.
WITNESS my hand and official seal.
Signature
_____________________________
________________________
FOR NOTARY SEAL OR STAMP
________________________
Herein is inserted a form of attestation confirming the validity of the
signature of Xxx Xxxxx:
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EXHIBIT F
---------
FORM OF ASSIGNMENT AND XXXX OF SALE OF KNOW HOW RIGHTS
ASSIGNMENT AND XXXX OF SALE OF KNOW HOW RIGHTS
This ASSIGNMENT AND XXXX OF SALE OF KNOW HOW RIGHTS is made between
Xxxxxx Xxxxxxxxxx, an individual, residing at 00 Xxxxxxxx Xxxx, Xxxxx Xxxx,
Xxxxxxxxx 00000, Xxxxx Xxxxxxxxxx, an individual, residing at residing at 0000
Xxxxxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxx 00000 and Xxx Xxxxx, an individual, whose
place of business is Suite 000, Xxxxx X, Xxxxxxxx 0xx, 0xx Xxxxxxxx, Qiancun
Merchant Building, Anzhen Xili, Xxxxxxxx Xxxxxxxx, Xxxxxxx, 000000, Xxxxxx'x
Xxxxxxxx of China (hereinafter referred to collectively as the "Assignors"), who
represent and warrant that they are the owners of the entire right, title and
interest in and to business and technology rights in the field of
over-the-counter pharmaceutical products and supplements, including business
data, technical data, business technical information, formulae, know-how,
methods of manufacture, trade secrets, confidential information and other
information and data relating to the manufacture, sale and marketing of products
subject of the business and technical rights, information set forth on schedule
entitled "KNOW-HOW RIGHTS" identified as Exhibit A and attached hereto
(hereinafter referred to collectively as the "Know-How Rights") and Emerging
Gamma Corporation, a Delaware, corporation having a place of business at 000
Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 (hereinafter referred to as the
"Assignee").
WHEREAS, Assignee is desirous of acquiring any and all right that
Assignor may have in and to the said Know-How Rights together with the goodwill
of the business in connection therewith.
For valuable consideration, receipt and sufficiency of which are hereby
acknowledged, Assignors and the Assignee agree as follows:
1. Assignors do hereby sell, assign, and transfer to the Assignee, its
successors and assigns, the entire right, title and interest in and to the
Know-How Rights and in and to all income, royalties, damages, claims and
payments now or hereafter due or payable with respect thereto, and in and to all
causes of action, either in law or in equity for past, present, or future causes
of actions based on the Know-How Rights and in and to all rights corresponding
to the foregoing throughout the world.
2. Assignors agree to execute all papers and to perform such other
proper acts as Assignee may deem necessary to secure for Assignee or its
designee the rights herein assigned.
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ASSIGNOR
--------
Xxxxxx Xxxxxxxxxx,
an individual,
Dated: April ___, 2006 ___________________________
Xxxxxx Xxxxxxxxxx
Xxxxx Xxxxxxxxxx,
an individual,
Dated: April ___, 2006 ___________________________
Xxxxx Xxxxxxxxxx
Xxx Xxxxx,
an individual,
Dated: April ___, 2006 ___________________________
Xxx Xxxxx
20
STATE OF _________ )
) ss.
COUNTY OF ___________ )
On ________, 2006, before me,
_________________, a Notary Public in and
for said County and State, personally
appeared Xxxxxx Xxxxxxxxxx, personally known
to me (or proved to me on the basis of
satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the
within xxxx and acknowledged to me that
he/she/they executed the same in
his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the
xxxx the person(s), or the entity upon
behalf of which the person(s) acted,
executed the xxxx.
WITNESS my hand and official seal.
Signature
_____________________________
________________________
FOR NOTARY SEAL OR STAMP
________________________
21
STATE OF _________ )
) ss.
COUNTY OF ____________ )
On ______, 2006, before me,
_________________, a Notary Public in and
for said County and State, personally
appeared Xxxxx Xxxxxxxxxx, personally known
to me (or proved to me on the basis of
satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the
within xxxx and acknowledged to me that
he/she/they executed the same in
his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the
xxxx the person(s), or the entity upon
behalf of which the person(s) acted,
executed the xxxx.
WITNESS my hand and official seal.
Signature
_____________________________
________________________
FOR NOTARY SEAL OR STAMP
________________________
22
Herein is inserted a form of attestation confirming the validity of the
signature of Xxx Xxxxx:
23
ACKNOWLEDGEMENT AND ACCEPTANCE
The Assignee hereby acknowledges and accepts the ASSIGNMENT OR RIGHTS
AND XXXX OF SALE as of this _____ day of April 2006.
EMERGING GAMMA CORPORATION,
a Delaware corporation,
Dated: April ___, 2006 By:________________________
(Name)__________________
(Title)_________________
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(Assignee Notarial Jurat)
STATE OF __________ )
) ss.
COUNTY OF ________ )
On ________, 2006, before me,
________________, a Notary Public in and for
said County and State, personally appeared
_____________, personally known to me (or
proved to me on the basis of satisfactory
evidence) to be the person(s) whose name(s)
is/are subscribed to the within xxxx and
acknowledged to me that he/she/they executed
the same in his/her/their authorized
capacity(ies), and that by his/her/their
signature(s) on the xxxx the person(s), or
the entity upon behalf of which the
person(s) acted, executed the xxxx.
WITNESS my hand and official seal.
Signature
_____________________________
________________________
FOR NOTARY SEAL OR STAMP
________________________
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