Exhibit 10.7
ASSIGNMENT OF TRADEMARKS AND
SERVICE MARKS
WHEREAS, DreamWorks L.L.C., a
limited liability company organized and existing under the laws of
the State of Delaware (“Assignor”), is the owner of the
entire right, title and interest in and to the trademarks and
service marks set forth in Schedule A attached hereto and
incorporated by reference herein, together with the goodwill of the
business associated therewith; and
WHEREAS, pursuant to that certain
Separation Agreement dated as of October 27, 2004 between and among
Assignor, DreamWorks Animation LLC, a limited liability company
organized and existing under the laws of the State of Delaware
(“Assignee”) and DreamWorks Animation SKG, Inc., a
corporation organized and existing under the laws of the State of
Delaware, Assignor has sold to Assignee, and Assignee has
purchased, certain assets of the business of Assignor to which the
marks pertain; and
WHEREAS, Assignee desires to acquire
all right, title and interest in and to the trademarks and service
marks set forth in Schedule A throughout the world, together with
the goodwill of the business associated therewith.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by Assignor, Assignor hereby irrevocably
assigns sells, and transfers to Assignee all of Assignor’s
right, title, and interest in and to the trademarks and service
marks set forth in Schedule A throughout the world, together with
the goodwill of its business associated therewith, and the right to
sue in Assignee’s own name on all aims for past damages and
all other legal and equitable relief for infringement or dilution
of an of such marks, or unfair competition pertaining to any of
such marks, that may have accrued to Assignor prior to the date of
this assignment.
Assignor hereby covenants and agrees
that it will execute and deliver to Assignee such additional
documents, and perform such further acts, as are necessary to
enable Assignee to record the assignment of such marks, or
otherwise to perfect or confirm thi
