TRADEMARK ASSIGNMENT AND AGREEMENT
TRADEMARK
ASSIGNMENT AND AGREEMENT (this “Assignment”) is
made effective as of August 13, 2007 (the “Effective
Date”), by and between VICIS
CAPITAL MASTER FUND, a sub-trust of the Vicis Capital Master
Trust, a trust organized under the laws of the Cayman Islands
(the “Assignee”), and MEDICAL MEDIA TELEVISION,
INC., a Florida corporation (the
“Assignor”) .
This Assignment is made as part of Assignee's acceptance of
collateral in partial satisfaction of debt owed by Assignor to
Assignee.
WHEREAS,
Assignee owns an interest in the mark “MEDICAL MEDIA
TELEVISION, INC.” ("MMTV Mark"), and the goodwill of the
business symbolized by such mark; and
WHEREAS,
in connection with the partial satisfaction of certain debt
owed by Assignor to the Assignee, Assignee wishes to acquire
any interest Assignor may have in the MMTV Mark and the
goodwill associated therewith.
NOW,
THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby expressly acknowledged,
the parties agree as follows:
1.
Assignment .
Assignor hereby assigns and transfers unto Assignee,
Assignor’s entire right, title and interest in and to the
following:
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(b) |
All
logos and phrases related
to the MMTV Mark; and
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(c)
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The
goodwill associated with
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