INTELLECTUAL PROPERTY ASSIGNMENT
EXHIBIT
10.158
This Intellectual Property Assignment Agreement (this “Assignment”) is made and entered into
this 26TH day of March, 2007 by and among Paradyne Networks, Inc., a Delaware
corporation (“Seller”) and Paradyne Corporation, a Delaware corporation (“Paradyne Corp”) and
together with Seller, (“Paradyne”) and Verso Technologies, Inc., a Minnesota corporation (“Buyer”).
RECITALS
WHEREAS, Paradyne Corp is a wholly owned subsidiary of Seller and is the owner of record
of the Transferred IP set forth in Schedules A and B.
WHEREAS, Seller and Buyer have entered into that certain Asset Purchase Agreement, dated as of
December 29, 2006 (the “Agreement”); and
WHEREAS, under the terms of the Agreement, Seller has agreed to, among other things, assign
to Buyer all of its right, title and interest in, to and under the Transferred IP (as defined in
the Agreement) set forth in Schedules A and B.
ASSIGNMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, Paradyne does hereby transfer, sell, assign, convey and deliver to Buyer
all right, title and interest of Paradyne in, to and under the Transferred LP set forth on
Schedules A and B and all good will of the Business (as such term is defined in the Agreement)
associated therewith. Paradyne hereby covenants and agrees, that from time to time forthwith upon
the reasonable written request of Buyer, Paradyne will, at Buyer’s cost and expense, do, execute,
acknowledge and deliver or cause to be done, executed, acknowledged and delivered, each and all of
such further acts, deeds, assignments, transfers, conveyances and assurances as may reasonably be
required by Buyer in order to transfer, assign, convey and deliver unto and vest in Buyer title to
all right, title and interest of Paradyne in, to and under the Transferred IP.
This Assignment is subject in all respects to the terms and conditions of the Agreement and
is intended only to document the assignment of the Transferred IP. Nothing contained in this
Assignment shall be deemed to supersede any of the obligations, agreements, representations,
covenants or warranties of Seller and Buyer contained in the
Agreement.
This Assignment shall be construed and interpreted according to the laws of the State of
California, applicable to contracts to be wholly performed within the State of California.
This Assignment may be executed in one or more counterparts, and by the different parties
hereto in separate counterparts, each of which when executed shall be deemed to be an original,
but all of which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Assignment by facsimile or e-mail shall be
effective as delivery of a manually executed counterpart of this Assignment.
IN WITNESS WHEREOF, the parties have caused this Assignment to be executed by their
duly authorized officers.
“SELLER”
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“BUYER” | |
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
By: ▇▇▇▇ ▇▇▇▇▇▇
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By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
Title:
CFO |
Title: Vice President | |
“PARADYNE CORP” |
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By: ▇▇▇▇ ▇▇▇▇▇▇ |
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Title: CFO
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STATE OF CALIFORNIA:
COUNTY OF
ALAMEDA
On
the 26, day of March, 2007, before me personally came ▇▇▇▇
▇. ▇▇▇▇▇▇, to me
known (or satisfactorily proven), who being by me duly sworn, did depose and say that he is the
CFO of Zhone Technologies., the corporation described in,
and which executed the foregoing instrument, and that he was fully authorized to execute this
Assignment on behalf of said corporation.
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (SEAL) | ||
| Notary Public | ||
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STATE OF CALIFORNIA:
COUNTY OF
ALAMEDA
On
the 26, day of March, 2007, before me personally came ▇▇▇▇
▇. ▇▇▇▇▇▇, to me
known (or satisfactorily proven), who being by me duly sworn, did depose and say that he is the
CFO of Paradyne Corp.., the corporation described in,
and which executed the foregoing instrument, and that he was fully authorized to execute this
Assignment on behalf of said corporation.
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (SEAL) | ||
| Notary Public | ||
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