TRADEMARK ASSIGNMENT
AGREEMENT
WHEREAS , CorCell, Inc., a Delaware corporation, having a
place of business at 1717 Arch Street, Suite 1410, Philadelphia, PA
19103, (hereinafter “CorCell”), has adopted and used
the trademarks and service marks listed in Schedule “A”
attached hereto (hereinafter the “Marks”);
WHEREAS, certain of the Marks are registered in the United
States Patent and Trademark Office;
WHEREAS , CorCell is owner of the United States Trademark and
Service Mark Registrations set forth in Schedule
“A” hereto (hereinafter “Registrations”);
and
WHEREAS , Cord Blood America, Inc., a Florida corporation,
having a place of business at 9000 Sunset Boulevard, Suite 400, Los
Angeles, CA 90069 (hereinafter “CBA”), is
desirous of acquiring said Marks and Registrations, together with
the goodwill of the business associated therewith.
NOW, THEREFORE , for good valuable consideration, the full receipt
and sufficiency all of which are hereby acknowledged, and intending
to be legally bound hereby:
1.
CorCell hereby assigns, transfers and
conveys to CBA, CorCell’s entire right, title and interest in
and to said Marks and Registrations, together with the goodwill of
CorCell’s business associated therewith;
2.
CorCell hereby assigns to CBA all causes
of action, claims and rights to damages or profits, due or accrued,
arising out of past infringement of the Marks and Registrations,
or
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