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GOODWILL PURCHASE AGREEMENT

Asset Purchase Agreement

GOODWILL PURCHASE AGREEMENT | Document Parties: Acacia Global Acquisitions, LLC  | Anthony O. Brown | Global Patent Holdings, LLC, You are currently viewing:
This Asset Purchase Agreement involves

Acacia Global Acquisitions, LLC | Anthony O. Brown | Global Patent Holdings, LLC,

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Title: GOODWILL PURCHASE AGREEMENT
Governing Law: California     Date: 2/1/2005
Industry: Semiconductors     Law Firm: Greenberg Traurig, LLP    

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EXHIBIT 10.3

 

                           GOODWILL PURCHASE AGREEMENT

 

 

                  GOODWILL PURCHASE AGREEMENT (this "AGREEMENT"), dated as of

January 28, 2005, by and between Acacia Global Acquisitions, LLC ("PURCHASER"),

and Anthony O. Brown ("BROWN").

 

                  WHEREAS, Brown wishes to sell to Purchaser, and Purchaser

wishes to purchase from Brown, the goodwill owned by Brown and relating solely

to the businesses of the Acquired Companies;

 

                  NOW, THEREFORE, in consideration of the mutual undertakings

expressed in this Agreement and for such other good and valuable consideration,

the receipt and adequacy of which is hereby acknowledged, Purchaser and Brown

hereby agree as follows:

 

         1. Definitions. Unless the context otherwise requires, capitalized

terms used herein but not otherwise defined shall have the meanings assigned to

them in the Membership Interest Purchase Agreement, dated as of the date hereof,

between the Purchaser and Global Patent Holdings, LLC, as amended or modified

from time to time. In addition, for purposes of this Agreement:

 

                  "GOODWILL" shall mean all right, title and interest personally

owned by Brown on or prior to the date hereof, anywhere in the world, in and to

all goodwill relating solely to the Business, including the Seller's contacts

and relationships with patent owners, attorneys, inventors, experts and others

in the intellectual property business as such relates solely to the Business.

Notwithstanding the foregoing, (a) Goodwill shall not include any trademarks,

goodwill or other assets, tangible or intangible, owned by any of the Acquired

Companies, and (b) Brown retains all right, title and interest in and to any and

all goodwill relating to any activities other than the Business and to his name.

 

                  "BUSINESS" shall mean the acquisition, licensing or

enforcement of any patents or patent applications by the Acquired Companies on

or prior to the date hereof.

 

         2. Assignment. Brown hereby transfers, grants and assigns to Purchaser

Brown's entire right, title and interest in and to the Goodwill.

 

         3. Purchase Price. As consideration for the Goodwill sold by Brown to

Purchaser, Purchaser shall pay to Brown Two Million Dollars ($2,000,000) on the

Closing Date.

 

         4. Disclaimer. EACH PARTY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES,

EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS

FOR A PARTICULAR PURPOSE OR TITLE. WITHOUT LIMITATION OF THE FOREGOING, BROWN

DISCLAIMS ANY REPRESENTATION OR WARRANTY RESPECTING THE INTELLECTUAL PROPERTY

RIGHTS OF THE ACQUIRED COMPANIES GIVEN, INCLUDING REPRESENTATIONS OR WARRANTIES

AS TO INFRINGEMENT, VALIDITY OR ENFORCEABILITY OF ANY SUCH RIGHT OR THE REVENUES

THAT MAY BE OBTAINED THROUGH LICENSING OR ENFORCING SUCH RIGHTS.

 

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         5. Additional Covenant. Except as otherwise recommended by the

Purchaser's tax advisors or accountants, Purchaser hereby agrees not to take any

position or action for tax purposes that is inconsistent with the terms of this

Agreement.

 

         6. Limitations. THE PARTIES HERETO AGREE THAT, NOTWITHSTANDING ANY

OTHER PROVISION HEREOF OR UNDER ANY OTHER AGREEMENT OR THEORY OF LAW, NEITHER

PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ANY OTHER

PERSON OR ENTITY FOR DAMAGES IN THE FORM OF INDIRECT, CONSEQUENTIAL, INCIDENTAL

OR SPECIAL DAMAGES, LOST PROFITS, LOST SAVINGS OR OTHERWISE, OR FOR EXEMPLARY

DAMAGES, EVEN IF THE FIRST PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES.

 

         7. Miscellaneous

 

                  7.1 Further Assurances. Each party hereto shall execute and/or

cause to be delivered to each other party hereto such instruments and other

documents, and shall take such other actio


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