EXHIBIT 10.2
AGREEMENT AND ASSIGNMENT OF ROYALTY INTEREST
This Agreement and Assignment of Royalty Interest (this "Agreement and
Assignment") is entered into as of the 3rd day of February, 1998, by and between
Xxxxx X. Xxxx, Xx. ("Xxxx") and 5404339 and More Royalties Company, a Nevada
corporation ("Assignee").
WHEREAS, pursuant to that certain Royalty Agreement, effective January 1,
1994 (the "Royalty Agreement") between Xxxx and JRC/Concord Technologies, Inc.,
a Texas corporation ("Concord"), Xxxx is presently entitled to receive royalty
payments (the "Royalty Interest") from Concord, arising from the assignment by
Xxxx of all of his right, title and interest in, to and under the invention and
technology covered by United States Patent Number 5,404,339 entitled "Retriever
for a Seismic Streamer Cable" (the "Patent") to Concord; and
WHEREAS Xxxx wishes to assign the Royalty Interest to Assignee, and
Assignee wishes to purchase the Royalty Interest from Xxxx, pursuant to the
terms of this Agreement and Assignment;
NOW, THEREFORE, in consideration of the premises, the representations,
warranties and agreements herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Xxxx represents and warrants to Assignee that he has not assigned,
sold, or otherwise transferred any right, title or interests in, to or under the
Royalty Agreement or the Royalty Interest to any other party and further
represents and warrants to Assignee that no other party has acquired any right,
title or interest or security in, to or under the Royalty Agreement or the
Royalty Interest.
2. Xxxx hereby assigns all right, title and interest in, to and under the
Royalty Interest and the Royalty Agreement to Assignee.
3. Assignee has, contemporaneously herewith, paid to Xxxx the sum of
$3,000,000 in immediately available funds (the "Consideration"), which Xxxx
hereby acknowledges.
4. Xxxx and Assignee acknowledge and agree that the Consideration paid
herewith is based on a preliminary estimated appraisal of the value of the
Royalty Interest. Xxxx and Assignee agree that within 45 days of the date
hereof, or as soon as practicable thereafter, the parties shall agree on the
value (the "Agreed Value") of the Royalty Interest, which Agreed Value will not
differ from the Consideration by more than 15%. If the Agreed Value is greater
than the Consideration, then Assignee will
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pay to Xxxx the difference between the Agreed Value and the Consideration, and,
if the Agreed Value is less than the Consideration, then Xxxx will pay to
Assignee the difference between the Agreed Value and the Consideration; PROVIDED
that the assignment made hereby shall be complete and final, and any claims by
either party relating to a payment under this Section 4 shall be claims for
damages only, and Xxxx shall not be entitled to rescission or any right
whatsoever in, to or under the Patent, the Royalty Agreement or the Royalty
Interest.
5. Xxxx understands and agrees that as a result of this Agreement and
Assignment he surrenders his rights to, and will not be entitled to, any further
payments for any rights he may have or had related to, or arising from the
assignment of the Patent, the Royalty Agreement or the Royalty Interest, other
than rights to indemnification under Section 5 of the Royalty Agreement.
6. A copy of this Agreement is being provided to Concord to effect notice
to Concord of the transfer made hereby pursuant to the Royalty Agreement.
Notices to the Assignee under the Royalty Agreement shall be delivered to:
5404339 and More Royalties Company
X.X. Xxx 00000
Xxxxxxxxx, Xxxxxx 00000
7. Xxxx agrees that upon request, and at no cost to himself, he will
assist Assignee, its subsidiaries, successors, and assigns as necessary in
regard to various clerical matters regarding the Patent, including, but not
limited to, recording any future assignments.
IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement
to be executed on its behalf as of the date first above written.
/s/ XXXXX X. XXXX, XX.
Xxxxx X. Xxxx, Xx.
0000000 AND MORE ROYALTIES COMPANY
by /s/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx, Assistant Secretary
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As wife of Xxxxx X. Xxxx, Xx., I hereby consent to the disposition by my
husband pursuant to this Agreement of the property interest disposed of by him
hereby.
XXXXXXXX XXXXX XXXX (AS WIFE OF XXXXX X. XXXX, XX.)
/S/ XXXXXXXX XXXX
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