Attached files

file filename
8-K - 8-K IN HTML 3.2 FORMAT - HPIL HOLDINGtrim8k010710.htm

Assignment

A. Assignment. For valuable consideration set forth below, of which receipt is hereby acknowledged, Allkey Ltd., a United Kingdom registered entity (“Allkey Ltd.”), having a mailing address at 57-61 Market Place, Cannock – Staffordshire WS11-1BP, England (U.K.), owner of the entire right, title and interest in the patents set forth on Schedule I attached hereto (collectively the “Patents”), hereby sells and assigns to Trim Holding Group, a Nevada (U.S.A.) corporation (“Trim Holding Group”) having a mailing address at 300 Center Avenue, Suite 202, Bay City, Michigan 48706 (U.S.A.), the full and exclusive right, title and interest in:

(i) the invention and improvements that are disclosed in the Patents;

(ii) any continuation, divisional, continuation-in-part, re-issue application or patent, re-examination application or patent, and the like, of the Patents and the inventions and improvements disclosed in the Patents;

(iii) the right of priority in, and any patent or application claiming priority from, any of the Patents or items listed under subsection (ii);

(iv) any foreign (non-U.S.) counterpart patent or patent application that claims priority to or from any of the Patents or items listed under subsections (ii) to (iii) as well as related patent rights arising from subsections (ii) to (iv); and

(v) the right to sue in Assignor’s own name for past infringement of, and any and all causes of action for past infringement of any of, the Patents, or any patent or application issuing therefrom

to be held and enjoyed by Trim Holding Group, its successors, and assigns, as fully and entirely as the same would have been held and enjoyed by Allkey Ltd. had this assignment and sale not been made. The other rights set forth in subsections (i) to (v) as they relate generally to the invention(s) and improvement(s) covered by the Patents, regardless of the country where such rights arise, are referred to herein as the “Patent Rights.

B. Optioned Countries. As further consideration for the Purchase Price paid hereunder, Allkey Ltd grants to Trim Holding Group the exclusive, perpetual option to purchase all Patent Rights held by Allkey Ltd. or its successors or assigns in each of the countries listed on Schedule II attached hereto (the “Optioned Countries”). Trim Holding Group may exercise any or all of such options to purchase by delivering the amount set forth next to the Optioned Country on Schedule II to Allkey Ltd. together with written notice of its intent to exercise such option.

C. Consideration. In consideration of the assignments, options and other rights granted herein, Trim Holding Group shall pay to Allkey Ltd. the sum of USD $26,250,000 (the “Purchase Price”), payable as follows:

(i) Trim Holding Group shall deliver 3,750,000 Series 2, Class P-2 preferred shares (each USD $ 7.00 par value) (the “Shares”);

(ii) Trim Holding Group Inc. shall have the right to repurchase some or all of the Shares on or prior to June 30, 2010; if Trim Holding Group does not repurchase all of the shares by such date, then Allkey Ltd. may sell any unrepurchased shares pursuant to any lawful transaction, public or private (a “Third Party Sale”). If the proceeds of such sale is less than the Purchase Price, then Trim Holding Group shall pay the difference between such sales price and the Purchase Price; and

(iii) Prior to any Third Party Sale, Allkey Ltd. shall notify Trim Holding Group of the terms of such proposed Third Party Sale. Upon receipt of such notice, Trim Holding Group shall have 30 days to purchase all, but not less than all, of the Shares subject to such Third Party Sale on the same terms as such Third Party Sale. If Trim Holding Group Inc. fails to purchase such Shares, then Allkey Ltd. may complete the Third Party Sale.

D. Notices. All notices hereunder shall be in writing and deemed made when delivered to the addresses set forth above.

In testimony whereof, Allkey Ltd. has caused this assignment to be signed by its duly authorized officer and its seal to be attached this 30th day of December, 2009.

Allkey Ltd.

_/s/ Luciano Marinelli

Name: Luciano Marinelli

Title: President/Director

Acceptance

Trim Holding Group

/s/ Louis Bertoli_____

Name: Louis Bertoli

Title: President/C.E.O.

/s/ Nitin Amersey

Name: Nitin Amersey

Title: C.F.O./Director

Schedule I

Assigned Patent Applications

United States Patent No.: 6,685,660 B1

Date of Patent: February 3, 2004

Title: Massage Vibrator for the Relief of Aches and Pain.

Inventors: Lucia Taverna, Luciano Marinelli, Henry Bertoli, Louis Bertoli

Canadian Patent No.: 2.345.653

Date of Issue: November 18, 2008

Title: Massage Vibrator for the Relief of Aches and Pain

Inventors: Lucia Taverna, Luciano Marinelli, Henry Bertoli, Louis Bertoli

Mexican Patent No.: 232187

Date of Issue: November 15, 2005

Title: Massage Vibrator for the Relief of Aches and Pain

Inventors: Lucia Taverna, Luciano Marinelli, Henry Bertoli, Louis Bertoli

Schedule II

No.

Country

Patent Cost USD$

1

ALBANIA

20,000

2

AUSTRALIA

1,445,000

3

AUSTRIA

625,000

4

BELGIUM

755,000

5

BRAZIL

2,380,000

6

BULGARIA

70,000

7

CINA

6,175,000

8

CROATIA

105,000

9

CYPRUS

40,000

10

CZECH

330,000

11

DENMARK

515,000

12

FINLAND

415,000

13

FRANCE

4,475,000

14

GERMANY

5,485,000

15

GREAT BRITAIN

3,390,000

16

GREECE

540,000

17

HUNGARY

235,000

18

INDIA

1,820,000

19

INDONESIA

770,000

20

IRELAND

405,000

21

ISRAEL

335,000

22

JAPAN

7,330,000

23

LATVIA

35,000

24

LIECHTENSTEIN

10,000

25

LITHUANIA

75,000

26

LUXEMBOURG

85,000

27

MACEDONIA

15,000

28

MONACO

5,000

29

MOROCCO

135,000

30

NETHERLANDS

1,300,000

31

NEW ZEALAND

195,000

32

NORWAY

685,000

33

POLAND

790,000

34

PORTUGAL

370,000

35

ROMANIA

300,000

36

RUSSIA

2,500,000

37

SINGAPORE

290,000

38

SLOVAKIA

720,000

39

SLOVENIA

85,000

40

SOUTH KOREA

1,385,000

41

SOUTH AFRICA

420,000

42

SPAIN

2,450,000

43

SWEDEN

730,000

44

SWITZERLAND

790,000

45

TURKEY

1,170,000

46

UKRAINE

270,000