EXHIBIT10.2 TrademarkAssignment

EX-10.2 3 skinnutrition_8k-ex1002.htm TRADEMARK ASSIGNMENT AGREEMENT skinnutrition_8k-ex1002.htm
EXHIBIT 10.2
 
Trademark Assignment
 
THIS AGREEMENT (“Agreement”), dated February __, 2008, is between Skin Nutrition LLC, a limited liability company incorporated as such in terms of the laws of the State of Nevada (“Skin Nutrition”), and Ascension Energy, Inc. (the “Company”), a shell company incorporated in the State of Colorado.
 
WHEREAS, Meridian Group Corporation and the Equinas Corporation, both Marshall Island companies (collectively, the "Controlling Entities") currently controls the Company by virtue of control or ownership of majority voting rights of the outstanding capital stock of the Company; and
 
WHEREAS, Skin Nutrition is the owner of the trademarks and the identified applications and/or registrations therefore listed in the attached Schedule A hereto (hereinafter the “Trademarks”); and
 
WHEREAS, to the best of Skin Nutrition’s knowledge no proceedings to cancel the indentified registrations are pending and no other party makes a claim of ownership to these registrations; and
 
WHEREAS, to the best of  Skin Nutrition’s knowledge no opposition proceedings against the identified applications are pending and no other party makes a claim of ownership to these trademarks; and
 
WHEREAS, Skin Nutrition desires to sell, assign, and transfer to the Company all worldwide rights it holds in and to the Trademarks, together with any associated goodwill; and
 
WHEREAS, the Company, in accordance with a certain Stock Purchase Agreement, dated January 31, 2008, among Skin Nutrition, the Company and Controlling Entities, is desirous of acquiring the Trademarks.
 
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt of which is hereby acknowledged:
 
1.  Skin Nutrition hereby sells, assigns, and transfers to the Company, its successors and assigns, all right, title and interest in the Trademarks, together with the goodwill of the business symbolized by the Trademarks and the identified applications and/or registrations thereof, and with all claims that could be asserted by Skin Nutrition arising out of or relating to the use or ownership of the Trademarks, in accordance with the Trademark Act § 10, 15 U.S.C. § 1060. Further, Skin Nutrition hereby sells, assigns, and transfers all worldwide rights, title and interest it may have in the Trademarks together with the goodwill of the business symbolized by the Trademarks and the identified foreign applications and/or registrations therefore, and with all claims that could be asserted by Skin Nutrition arising out of or relating to the use or ownership of the Trademarks.
 
 
1

 
 
2.  Skin Nutrition agrees that upon request by the Company it shall execute or arrange to have executed any and all further documents as are necessary and/or required to effectuate the recording of this assignment of the Trademarks and the identified applications and registrations therefor.
 
3.  Skin Nutrition warrants that the aforementioned assets and property are free of all encumbrances, that good title to and right to sell the assets and property listed on Schedule A are vested in Skin Nutrition, and that Skin Nutrition will defend the title to the same against the lawful claims of all persons.
 
4.  The undersigned representative of Skin Nutrition, being hereby warned that willful false statements and the like so made are punishable by fine or imprisonment, or both, under Section 1001 of Title 18 of the U.S. Code and that such willful false statements may jeopardize the validity of the identified United States applications or any registrations resulting therefrom, declares: that he/she is an officer of Skin Nutrition, the assigning company, and is authorized to execute this instrument on behalf of saidcompany; and that all statements made of his/her knowledge are true and all statements made on information and belief are believed to be true.
 
IN TESTIMONY WHEREOF, the parties caused this Assignment to be executed by its duly authorized officers this __ day of February 2008
 
 
_______________________________
Skin Nutrition LLC
Name: /s/ Richard Purvis
Title: President
Date ___________
_______________________________
Ascension Energy, Inc.
Name: /s/ Richard Purvis
Title: President
Date ___________

 
Agreed and acknowledged by:
 
_______________________________
Meridian Group Corporation
Name: /s/ Franco Maccioni
Title: President
Date ___________
_______________________________
Equinas Corporation
Name: /s/ N. Joubert
Title: Duly Authoirzed Business Development Agent
Date ___________

 
 
2

 
 
Schedule A
 
Trademarks

Any and all types of markings, artwork, names and related brandings used by Skin Nutrition in association with the business of Skin Nutrition as part of any kind of commercial endeavor that is designated by the Officers and Directors of the Company and the business of The Skin Nutrition Product Range, as that term is defined in the Stock Purchase Agreement.

United States Trademark Registrations
 
Trademark No.
U.S. Registration
 
3,262,298
 
 
United States Trademark Applications
 
Trademark 
U.S. Serial Number
Filing Date
     
Skin Nutrition    
78-556,690
1-31-2005
 
 
Foreign Registrations
 
Trademark    
Country
Registration No.
     
Skin Nutrition   
South Africa
2004/15535
 

Foreign Applications
 
Trademark
Country
Application No.
     
Skin Nutrition  
Australia
1018516
 
 
Trademark
Country
Application No.
     
Skin Nutrition  
CTM
004180311
 
A-1