EX-10.35 10 dex1035.

htm TRADEMARK ASSIGNMENT AGREEMENT

Exhibit 10.35

TRADEMARK ASSIGNMENT AGREEMENT

This Trademark Assignment Agreement (the “Agreement”) is entered into this 21st day of December, 2006 (the “Effective
Date”) by and between Applied Digital Solutions, Inc., a corporation duly organized and existing under the laws of the State of
Missouri and having it principal place of business at 1690 S. Congress Avenue, Suite 200, Delray Beach, FL 33445 (“Assignor”)
and VeriChip Corporation, a corporation duly organized and existing under the laws of the State of Delaware and having it
principal place of business at 1690 S. Congress Avenue, Suite 200, Delray Beach, FL 33445 (“Assignee”).

A. WHEREAS, Assignor owns the entire right, title and interest in and to certain U.S. and foreign trademarks and services
marks, both registered and unregistered, and applications for trademark and service mark registrations filed with the United States
Trademark Office and foreign trademark applications, as listed in attached Exhibit A or otherwise using the prefix “Veri”
(collectively the “Marks”);

B. WHEREAS Assignor owns 100% of the outstanding stock of Assignee;

C. WHEREAS, Assignor and Assignee entered into a certain Trademark License Agreement effective the 5th day of August,
2005 (the “License Agreement”) which, among other provisions,

(i) granted certain licenses to Assignee to use the Marks;

(ii) provided for termination of the License Agreement upon such time as (a) Assignor ceases to own 100% of the
outstanding stock of Assignee and (b) Assignor and Assignee have failed, after good faith negotiations, to reach an agreement
providing for, inter alia, the payment of royalties; and

(iii) in Section 12, obligated Assignee to discontinue use of the Marks upon termination of the License Agreement;

D. WHEREAS, Assignor is preparing to issue stock of Assignee to the public; and

E. WHEREAS Assignee desires to acquire all of Assignor’s right, title and interest, in and to the Marks together with all the
goodwill of the business symbolized thereby, and Assignor desires to assign all such right, title and interest in and to the Marks to
Assignee, upon the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by
Assignor, the parties agree as follows:
1. Assignor hereby conveys and assigns to Assignee, and Assignee hereby accepts from Assignor, all of Assignor’s right, title
and interest in and to the Marks, together with the goodwill of the business symbolized by the Marks.
 2. Assignor represents and warrants that:
(i) Assignor owns the entire right, title and interest in and to the Marks;

(ii) all registrations for the Marks are currently valid and subsisting and in full force and effect;

(iii) Assignor has not licensed the Marks to any other person or entity or granted, either expressly or impliedly, any
trademark or servicemark rights with respect to the Marks to any other person or entity;

(iv) there are no liens or security interests against the Marks;

(v) Assignor has all authority necessary to enter into this Agreement and the execution and delivery of this Agreement
has been duly and validly authorized; and

(vi) execution of this Assignment and performance of Assignor’s obligations hereunder shall not violate or conflict with
any other agreement to which Assignor is a party or provision of Assignor’s Certificate of Incorporation or By-laws.

3. Assignor shall execute and deliver to Assignee on or before the Effective Date the Trademark Assignment in the form
shown in Exhibit B. At any time, and from time to time after the Effective Date, at Assignee’s request, Assignor shall execute and
deliver such other instruments of sale, transfer, conveyance, assignment and confirmation and take such other action, at Assignor’s
expense, as Assignee may reasonably deem necessary or desirable in order to perfect or otherwise enable the transfer, conveyance
and assignment to Assignee and to confirm Assignee’s title to the Marks and any and all federal and state trademark registrations
thereof or applications therefore. Assignor further agrees to assist Assignee and to provide such reasonable cooperation and
assistance to Assignee, at Assignee’s expense, as Assignee may reasonably deem necessary and desirable in exercising and
enforcing Assignee’s rights in the Marks.

4. Within 15 days of the execution of this Agreement, Assignee will pay Assignor the sum of $10.

5. After the Effective Date, Assignor agrees to make no further use of the Marks or any mark confusingly similar thereto,
anywhere in the world, except as may be expressly authorized by the parties in writing, and Assignor agrees to not challenge
Assignee’s use or ownership, or the validity, of the Marks.

6. Assignor and Assignee agree that the terms of this Agreement shall take precedence over any contrary terms of the License
Agreement, including expressly Section 12 of the License Agreement.

7. This Agreement shall be binding on and shall inure to the benefit of the parties to this Agreement and their successors and
assigns, if any.
 8. Miscellaneous.

(a) This Agreement, Exhibit A, and the Trademark Assignment whose form is shown in Exhibit B constitute the entire
agreement of the parties with regard to the subject matter hereof. No modifications of or additions to this Agreement shall have
effect unless in writing and properly executed by both parties, making specific reference to this Agreement by date, parties, and
subject matter.

(b) This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in
accordance with the laws of Florida, without regard to its conflict of laws principles, and shall be enforceable against the parties in
the courts of Florida. For such purpose, each party hereby irrevocably submits to the jurisdiction of such courts, and agrees that all
claims in respect of this Agreement may be heard and determined in any of such courts.

(c) This Agreement may be signed by each party separately, in which case attachment of all of the parties’ signature
pages to this Agreement shall constitute a fully-executed agreement.

(d) Any provision of this Agreement that is invalid, illegal or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the
remaining provisions of this Agreement in such jurisdiction or rendering that or any other provision of this Agreement invalid,
illegal or unenforceable in any other jurisdiction.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly
authorized representatives as of the day and year above written.

ASSIGNOR: ASSIGNEE:
Applied Digital Solutions, Inc VeriChip Corporation
By: /s/ Michael Krawitz By: /s/ Scott Silverman
Name: Michael Krawitz Name: Scott Silverman
Title: Chief Executive Officer
Title: Chief Executive Officer
Exhibit A

Serial No. Country Title/Mark FILE DATE REG. No. REG. DATE
78/032295 US TECHNOLOGY THAT CARES 10/25/2000
78/099039 US VERICHIP 12/19/2001
2,425,463 Argentina VERICHIP 4/21/2003 680, 295
825387060 Brazil VERICHIP 4/21/2003
1,176,009 Canada VERICHIP 4/25/2003
605929 Chili VERICHIP 4/28/2003 680295 12/3/2003
3538381 China VERICHIP 4/24/2003
03022969 Colombia VERICHIP 4/22/2003
002912319 CTM VERICHIP 10/29/2002 2912319
(Europe)
131873 Ecuador VERICHIP 3/6/2003 23971 6/24/2003
2003-18440 Korea VERICHIP 4/22/2003 611263
592475 Mexico VERICHIP 3/14/2003 790076 4/30/2003
2003716292 Russia VERICHIP 8/22/2003
2004-00069 South
Africa VERICHIP 1/5/2004
05801/2003 Switzerland VERICHIP 11/25/2003 519350 3/18/2004
092019313 Taiwan VERICHIP 4/22/2003 Reg. No. 01091002
3433-2002 Venezuela VERICHIP 3/28/2003
78/119040 US VERIPASS 4/2/2002 2,807,427 1/20/2004
78/103916 US GET CHIPPED 1/21/2002 2772634 10/7/2003
826113800 Brazil VERIMED 12/9/2003
003542271 CTM VERIMED 12/8/2003
(Europe)
633078 Mexico VERIMED 12/8/2003 831309
78/259979 US VERIMED 6/9/2003
78/882482 US VERITRACE 5/12/2006
Serial No. Country Title/Mark FILE DATE REG. No. REG. DATE
Not yet assigned Brazil VERIGUARD 11/14/2003
003574233 CTM (Europe) VERIGUARD 12/8/2003
633076 Mexico VERIGUARD 12/8/2003 831307
8261138000 Brazil VERIPAY 12/9/2003
003574167 CTM (Europe) VERIPAY 12/8/2003
633077 Mexico VERIPAY 12/8/2003 831309
78/260027 US VERIPAY 6/9/2003
826059325 Brazil VERIKID 11/14/2003
78/309237 US VERIKID 10/3/2003

Common law marks

CHIPMOBILE™, a standard character mark
SECURITY THROUGH INNOVATION™, a standard character mark
THERE WHEN YOU NEED IT™, a standard character mark
Exhibit B

IN THE UNITED STATES PATENT AND TRADEMARK OFFICE

TRADEMARK ASSIGNMENT

WHEREAS, Applied Digital Solutions, Inc., a corporation duly organized and existing under the laws of the State of
Missouri and having it principal place of business at 1690 S. Congress Avenue, Suite 200, Delray Beach, FL 33445 (“Assignor”)
owns all the right, title and interest in and to the federal trademark registrations of the marks identified in Schedule A hereto (the
“Marks”) and all foreign registrations everywhere in the world; and

WHEREAS, VeriChip Corporation, a corporation duly organized and existing under the laws of the State of Delaware and
having it principal place of business at 1690 S. Congress Avenue, Suite 200, Delray Beach, FL 33445 (“Assignee”), desires to
acquire all right, title and interest in and to the Marks, the registrations thereof, and the goodwill associated therewith.

NOW THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, Assignor hereby
conveys and assigns to Assignee the entire right, title and interest in and to the Marks together with all goodwill of the business
represented and symbolized thereby with all rights to sue and recover damages and/or profits for past infringements.

_______________________ Applied Digital Solutions, Inc.

Date
By: ________________________________
Name:
Title: