This Assignment ("Assignment") is made effective as of May 1, 1998 from
Web Ignite Corporation("ASSIGNOR"), To ValueClick, LLC ("ASSIGNEE"):
WHEREAS,ASSIGNOR is the owner of the trademarks (the Marks") and other
intellectual property ("the Property") as described in Exhibit A, attached
hereto and incorporated by reference herein, together withthe goodwill of the
business symbolized thereby in connection with the goods on which the Marks are
used ("the Products").
WHEREAS, ASSIGNOR desires to convey, transfer, assign,deliver, and
contribute to ASSIGNEE all of its right, title, and interest in and to the Marks
and the Property.
NOW, THEREFORE, in consideration of the payment of One Dollar ($1.00)
andother good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, ASSIGNOR hereby conveys, transfers, assigns, delivers,
and contributes to ASSIGNEE all ofASSIGNOR'S right, title, and interest of
whatever kind in and to the Marks and the Property, together with (1) the
goodwill of the business relating to the Products in respect upon which the
Marks areused and for which they are registered: (2) all income, royalties, and
damages hereafter due or payable to ASSIGNOR with respect to the Marks,
including without limitation, damaged, and payments forpast or future
infringements and misappropriations of the Marks: and (3) all rights to sue for
past, present and future infringements or misappropriations of the Marks.
ASSIGNORfurther covenants that it will execute all documents, papers,
forms and authorizations and take all other actions that may be necessary for
securing , completing, or vesting in ASSIGNEE full right,title, and interest in
the Marks and the Property.
IN WITNESS WHEREOF, ASSIGNOR has duty executed under seal and delivered
this Assignment, as of the day and year first above written....