Exhibit 10.4
INTELLECTUAL PROPERTY ASSIGNMENT
THIS INTELLECTUAL PROPERTY ASSIGNMENT (“
Assignment ”), dated as of January 21, 2009, is
entered into by and among by and among COMMERCE PLANET, INC., a
Utah corporation (the “ Parent ”), LEGACY MEDIA
LLC, a California limited liability company and wholly-owned
subsidiary of the Parent (“ Legacy ”), CONSUMER
LOYALTY GROUP, LLC, a California limited liability company and
wholly-owned subsidiary of the Parent (“ CLG ”
and collectively with Legacy, and, to the extent that Parent owns
or uses any of the Assets of the Business, the Parent, the “
Assignors ”), SUPERFLY ADVERTISING, INC., a Delaware
corporation f/k/a Morlex, Inc. (the “ Superfly Parent
”), and SUPERFLY ADVERTISING, INC., an Indiana corporation,
and a wholly-owned subsidiary of Superfly Parent (the “
Assignee ”). Capitalized terms not defined
herein shall have such meanings as set forth in the Amended and
Restated Asset Purchase Agreement (defined below).
WHEREAS, on September 16, 2008, the parties
hereto entered into an asset purchase agreement, as amended and
restated on December 16, 2008 (the “ Amended and Restated
Asset Purchase Agreement ”), pursuant to which the
Assignors proposed to sell to the Assignee, and the Assignee
proposed to purchase from the Assignors, certain assets used or
held for use by the Assignors in the conduct of the Business as a
going concern, and the Assignee proposed to assume certain of the
liabilities and obligations of the Assignors (the “
Acquisition ”);
WHEREAS, the Assignors have adopted, used, are
using and are the owners of the trademark/service marks for which a
registration has been granted or an application is pending in the
United States Patent and Trademark Office as listed on EXHIBIT
A attached hereto and made a part hereof (the “
Trademarks ”).
WHEREAS, the Assignors have adopted, used, are
using and are the owners of the patents for which a registration
has been granted or an application is pending in the United States
Patent and Trademark Office as listed on EXHIBIT A attached
hereto an
