TRADEMARK
ASSIGNMENT
This TRADEMARK ASSIGNMENT (this “
Assignment ”) is made as of the 22
nd day of May, 2009 by Peace Mountain Natural
Beverage Corporation (“ Assignor ”) to Skinny
Nutritional Corporation (“ Assignee
”).
WHEREAS, Assignor has agreed in an Intellectual
Property Assets Purchase Agreement, dated May 22, 2009 (the “
Agreement ”), by and among Assignor, John David Alden,
and Assignee, to sell, assign, transfer, convey, grant, and deliver
to Assignee all of Assignor’s right, title, and interest in,
to, and under the Transferred Trademarks and all foreign rights
throughout the world corresponding to the Transferred
Trademarks;
WHEREAS, Assignor is the sole owner of the
Transferred Trademarks identified and set forth on
Schedule A and all foreign rights throughout the world
corresponding to the Transferred Trademarks;
WHEREAS, Assignee has agreed in the Agreement to
purchase from Assignor all of its right, title, and interest in, to
and under said Transferred Trademarks; and
WHEREAS, capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the
Agreement.
NOW, THEREFORE, for good and valuable
consideration (including the premises and covenants set forth
herein and in the Agreement), the receipt and sufficiency of which
are hereby acknowledged, the parties, intending to be legally
bound, hereby agree as follows:
Assignor hereby sells, assigns, transfers,
conveys, grants, and delivers to Assignee all of such
Assignor’s respective right, title, and interest in, to, and
under the Transferred Trademarks, together with the goodwill
associated therewith, including all registrations, applications,
and common law rights therefor in the United States and for all
foreign countries, including any renewals and extensions of the
registrations that are or may be secured under the laws of the
United States and all foreign countries, now or hereafter in
effect, for Assignee’s own use and enjoyment, and for the use
and enjoyment of Assignee’s successors, assigns, or other
legal representatives, as fully and entirely as the same would have
been held and enjoyed by such Assignor if this assignment and sale
had not been made, together with all income, royalties, or payments
due or payable as of the time of this assignment or thereafter,
including, without limitation, all claims for damages by reason of
past, prese
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