1 (Exhibit 7.3)
Trademark Assignment
This Agreement is by and between Overland Food Co., a Delaware
corporation ("Assignor") and Neurochemical Research Corporation, a Tennessee
corporation ("Assignee").
WHEREAS, Assignor, is the owner of that trademarks identified as
follows:
a. Trim-A-Way, Registration No.1,780,004, issued on 7/6/93.
b. QuitSystem, Registration No. 1,669,112, issued on 12/24/91 (issued
to Labco Pharmaceuticals, Inc., a Delaware corporation, and assigned
to Overland Food Co. as of April 4, 2002).
c. Anaplex (unregistered; assigned by Labco Pharmaceuticals, Inc., a
Delaware corporation, to Overland Food Co. as of April 4, 2002).
WHEREAS, Assignee, wishes to acquire the entire rights, title, and
interest in the Trademarks.
NOW, the parties agree as follows:
1. Assignment Assignor does hereby irrevocably assign to
Assignee all rights, title, and interest (including but not limited to,
all registration rights with respect to the Trademarks, all rights to
prepare derivative marks, all goodwill and all other rights), in and to
the Trademarks.
2. Consideration. In consideration for the assignment set forth
in Section 1, Assignor shall pay Assignee the sum of $100, payment and
receipt of which is hereby acknowledged.
3. Representations and Warranties. Assignor represents and
warrants to Assignee:
(a) Assignor has the right, power and authority to enter into
this Agreement;
(b) Assignor is the exclusive owner of all right, title and
interest, including all intellectual property rights, in
the Trademarks;
(c) The Trademarks are free of any liens, security interests,
encumbrances or licenses;
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2 (Exhibit 7.3)
(d) The Trademarks do not infringe the rights of any person or
entity;
(e) There are no claims, pending or threatened, with respect to
Assignor's rights in the Trademarks;
(f) This Agreement is valid, binding and enforceable in
accordance with its terms; and
(g) Assignor is not subject to any agreement, judgment or order
inconsistent with the terms of this Agreement.
4. Attorney's Fees. Should either party hereto, or any heir,
personal representative, successor or assign of either party hereto,
resort to litigation to enforce this Agreement, the party prevailing in
such litigation shall be entitled, in addition to such other relief as
may be granted, to recover its or their reasonable attorneys' fees and
costs in such litigation from the party against whom enforcement was
sought.
5. Entire Agreement This Agreement, contains the entire
understanding and agreement between the parties hereto with respect to
its subject matter and supersedes any prior or contemporaneous written
or oral agreements, representations or warranties between them
respecting the subject matter hereof.
6. Amendment This Agreement may be amended only by a writing
signed by both parties.
7. Severability If any term, provision, covenant or condition of
this Agreement, or the application thereof to any person, place or
circumstance, shall be held by a court of competent jurisdiction to be
invalid, unenforceable or void, the remainder of this Agreement and
such term, provision, covenant or condition as applied to other
persons, places and circumstances shall remain in full force and
effect.
8. Agreement to Perform Necessary Acts Assignee agrees to
perform any further acts and execute and deliver any documents that may
be reasonably necessary to carry out the provisions of this Agreement.
-2-
3 (Exhibit 7.3)
9. Governing Law This Agreement shall be construed in accordance
with, and all actions arising hereunder shall be governed by, the laws
of the State of California.
Date: April 4, 2002
ASSIGNEE ASSIGNOR
/s/ Signature /s/ Signature
______________________________ ______________________________
Neurochemical Research Corp. Overland Food Co.
By: Carol Slavin By: Dan Tennant
President President
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4 (Exhibit 7.3)
NOTARIZATION FORM
State of California
County of [county]
On [date] before me, [name of notary], notary, personally appeared [person(s)
involved], personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
Witness my hand and official seal.
(Seal) Signature___________________________
Notary