EXHIBIT 10.3
TECHNOLOGY, TRADE IDENTITY, CONTRACTS & EQUIPMENT
ASSIGNMENT
For good and valuable considerations, the receipt of which is hereby
acknowledged, the entire right, title and interest in and to the following
tangible and intangible assets of ARTHUR D. LITTLE, INC., (hereinafter "ADL"),
are hereby assigned and transferred to EPYX CORPORATION, (hereinafter "EPYX").
TECHNOLOGY
All technology including inventions, improvements, works of authorship,
copyrights, know-how, trade secrets, obligations of confidentiality, and all
other intellectual property rights in and to the subject matter related to and
generally identified in the attached SCHEDULE 1 hereto and as also may be
described in any writing, provisional, utility, or design application for
Letters Patent or applications for registration of the United States Patent &
Trademark Office or United States Copyright Office therefor, and in any Reissue
or extension of any Copyright Registration or Letters Patent that may be
granted upon said application(s) and in any foreign Copyright Registrations or
Letters Patent derived therefrom, and the Commissioner of Patents and the
Registrar of Copyrights are hereby authorized and requested by ADL to issue
said Registrations and Letters Patent to EPYX.
For said considerations, it is also hereby agreed by ADL, upon the request
of EPYX, to execute any necessary and proper oaths or affidavits relating to
registrations and patent applications or required for the filing or prosecution
of any Divisional, Continuation or Continuation-In-Part applications therefor
or for the filing and prosecution of any application for the reissue or
extension of any Letters Patent that may be granted on said invention or
improvements that EPYX may deem necessary or expedient, and for said
consideration, it is further agreed by ADL, upon the request of EPYX, in the
event of said application or any division thereof, or Letters Patent issued
thereon, or any Reissue or application for the reissue thereof, becoming
involved in interference, to cooperate to the best of the ability of ADL with
EPYX in the matters of preparing and executing the preliminary statement and
giving and producing evidence in support thereof, and further to perform, upon
such request, any and all affirmative acts to obtain said Letters Patent and
vest all rights therein hereby conveyed in EPYX as fully and entirely as the
same would have been held and enjoyed by ADL if this Assignment and sale had
not been made, and for said considerations, the entire right, title and
interest in said invention or improvements, including all priority rights, and
the right to claim priority rights and the privileges and benefits thereof,
including those under the International Convention, and all other Conventions,
and the right to file applications for patent in EPYX's own name for said
invention or improvements in each and every country of the world are hereby
assigned and granted by ADL to EPYX, it is further agreed by ADL, upon the
request of EPYX, to execute any and all documents that shall be required of ADL
to be executed in connection with any and all applications for foreign Letters
Patent therefor, including the prosecution thereof, and to execute any and all
documents necessary to vest title in said foreign applications and patents in
EPYX,
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TECHNOLOGY, TRADE IDENTITY, CONTRACTS & EQUIPMENT
the attorneys of record in said application for patent are hereby authorized
and requested by ADL to insert in this Assignment the date and serial number
thereof in the places provided therefor.
TRADE IDENTITY
All trade identity associated with the mark "EPYX," both common law and
otherwise in all of its forms, formatives, associations and symbols as a
trademark, service mark, or trade identifier including all good will associated
with the mark including any rights to register the mark anywhere around the
world as such rights may now or in the future exist in EPYX own name including
the right to sue for past or present infringement of the mark.
CONTRACTS
All contracts identified on SCHEDULE 2 and any all rights and obligations
associated with and conferred thereunder including past and future rights,
claims, renewals, waivers and amendments thereto.
EQUIPMENT AND SUPPLIES
All equipment, hardware, software, documents, books, files, supplies,
inventory, merchandise and other tangible, objects and assets identified in
SCHEDULE 3, including the right to immediate possession, custody, and control
of same including the rights associated with ownership of the same as may have
accrued including rights to receive royalties, rents, interests,
depreciation's, and the like with respect to same.
Dated: /s/ John F. Burns
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ARTHUR D. LITTLE, INC
Chief Financial Officer
STATE OF ___________ )
) SS.
COUNTY OF __________ )
On _________________, 2000, _________________ appeared before me, a Notary
Public in and for the State and County aforesaid, and acknowledged that they
freely and voluntarily subscribed and executed the foregoing Assignment for the
purposes and uses therein expressed.
(SEAL) _________________________
Notary Public
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