Exhibit 10.9
INTELLECTUAL PROPERTY
ASSIGNMENT
This INTELLECTUAL PROPERTY
ASSIGNMENT (this “Agreement”) is entered into on
July 26, 2005, by and between OPTA SYSTEMS, LLC , a
limited liability company organized and existing under the laws of
the State of Delaware and doing business as “GoVideo,”
having its principal place of business and mailing address at 7835
East McClain Drive, Scottsdale, Arizona 85016
(“Assignor”) and TCL MULTIMEDIA TECHNOLOGY HOLDINGS
LIMITED , a company organized and existing under the laws of
the Cayman Islands, having a place of business and mailing address
at 13/F, TCL Tower, 8 Tai Chung Road, Tsuen Wan, N.T., Hong Kong or
its designee (“Assignee”).
A.
Assignee desires to acquire and Assignor desires to transfer
Assignor’s entire right, title and interest, including, any
applications for the trademarks, service marks, trade names, domain
names, patents, patent applications (including any idea, design,
concept, method, process, technique, apparatus, software,
invention, discovery or improvement), copyrights and all
intellectual properties listed on Schedule A hereto
(collectively, the “Intellectual Property”).
B.
Assignee desires to enter into this Agreement for the purpose of,
among other things, recording its ownership of the Intellectual
Property in the corresponding government patent and trademark
offices throughout the world.
AGREEMENT
NOW THEREFORE, in exchange for
mutual promises and other good and valuable consideration, receipt
of which is hereby acknowledged, the parties hereto agree as
follows:
1.
Assignment of Rights . Assignor does hereby assign,
transfer as legal and beneficial owner unto Assignee all of
Assignor’s rights, title and interest in and to the
Intellectual Property, including, any pending applications for the
Intellectual Property, registrations issuing therefrom and common
law rights established in connection therewith, together with that
part of the goodwill of its business in connection with which the
Intellectual Property were used, as well as the right to recover
damages and profits for past infringement therefor, said rights to
be held and enjoyed by Assignee, for its own use and benefit and
for the use and benefit of its successors, assigns or other legal
representatives as fully and entirely as the same would have been
held and enjoyed by Assignor if the parties hereto had not entered
into this Agreement. Assignor further agrees to execute any
and all documents and do any such further acts that shall be
required in order for Assignee to secure such rights within 60
days.
2.
Further Assurances . The parties hereto agree to
implement this Agreement by executing or causing to be executed
such additional documents as may be necessary to fully protect the
Intellectual Property and effectively to carry out the terms of
this Agreement in accordance with applicable laws and regulations
of the separate countries and territories, including but not
limited to such forms as may be required by such countries or
territories in lieu of the
