**Exhibit 10.9**

 

**INTELLECTUALPROPERTY ASSIGNMENT**

 

This **INTELLECTUAL PROPERTYASSIGNMENT** (this “Agreement”) is entered into on July 26, 2005,by and between **OPTA SYSTEMS, LLC**, a limitedliability company organized and existing under the laws of the State of Delawareand doing business as “GoVideo,” having its principal place of business andmailing address at 7835 East McClain Drive, Scottsdale, Arizona 85016 (“Assignor”)and **TCL MULTIMEDIA TECHNOLOGY HOLDINGS LIMITED**,****a company organized and existing under the laws of theCayman Islands, having a place of business and mailing address at 13/F, TCLTower, 8 Tai Chung Road, Tsuen Wan, N.T., Hong Kong or its designee (“Assignee”).

 

A.**           **Assignee desires to acquire and Assignordesires to transfer Assignor’s entire right, title and interest, including, anyapplications for the trademarks, service marks, trade names, domain names,patents, patent applications (including any idea, design, concept, method, process,technique, apparatus, software, invention, discovery or improvement),copyrights and all intellectual properties listed on Schedule A hereto(collectively, the “Intellectual Property”).

 

B.**           **Assignee desires to enter into this Agreementfor the purpose of, among other things, recording its ownership of the IntellectualProperty in the corresponding government patent and trademark officesthroughout the world.

 

**AGREEMENT**

 

NOW THEREFORE, in exchange for mutualpromises and other good and valuable consideration, receipt of which is herebyacknowledged, the parties hereto agree as follows:

 

1.             Assignment ofRights.  Assignor does hereby assign,transfer as legal and beneficial owner unto Assignee all of Assignor’s rights,title and interest in and to the Intellectual Property, including, any pendingapplications for the Intellectual Property, registrations issuing therefrom andcommon law rights established in connection therewith, together with that partof the goodwill of its business in connection with which the IntellectualProperty were used, as well as the right to recover damages and profits forpast infringement therefor, said rights to be held and enjoyed by Assignee, forits own use and benefit and for the use and benefit of its successors, assignsor other legal representatives as fully and entirely as the same would havebeen held and enjoyed by Assignor if the parties hereto had not entered intothis Agreement.  Assignor further agreesto execute any and all documents and do any such further acts that shall berequired in order for Assignee to secure such rights within 60 days.

 

2.             FurtherAssurances.  The parties hereto agreeto implement this Agreement by executing or causing to be executed suchadditional documents as may be necessary to fully protect the IntellectualProperty and effectively to carry out the terms of this Agreement in accordancewith applicable laws and regulations of the separate countries and territories,including but not limited to such forms as may be required by such countries orterritories in lieu of the attached Notarial Certificate as vehicles to conveyall rightful titles of the Intellectual Property.

 

3.             Covenants.  Assignor hereby covenants and agrees that itwill cooperate with the Assignee to enable Assignee to enjoy, to the fullestextent, Assignor’s right, title and interest in

 

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and to the Intellectual Property conveyed herein.  Assignor’s cooperation shall include, withoutcompensation but at no expense to the Assignor: (1) a request by theAssignor to the appropriate patent, trademark or other government offices torecord this Agreement and issue new certificates of assignment and registrationof the Intellectual Property in Assignee’s name; (2) the prompt productionof pertinent facts and documents, (3) the giving of testimony, executionand delivery of petitions, oaths, declarations or other documents, and (4) suchother assistance relating to the Intellectual Property, all to the extentnecessary for (a) the continued prosecution, if any, of the IntellectualProperty, including the making and prosecution of foreign applications for theIntellectual Property or for marks related thereto that the Assignee may electto pursue stemming from the Intellectual Property, (b) new application tobe made worldwide by Assignee or its subsequent assignee based on theIntellectual Property and (c) the processing and implementation of thisAgreement expeditiously.  As security forthe performance by the Assignor of its obligations under this clause, if theAssignor fails to execute any document or perform any act required pursuant tothis Agreement, the Assignee shall have the right to do so in the place andstead of the Assignor as the lawful appointed attorney of the Assignor and theAssignor shall confirm and ratify and be bound by any and all of such actionspursuant to this clause.

 

4.             Representations,Warranties and Undertakings.  Exceptas set forth on Schedule A hereto, Assignor warrants, represents andundertakes as follows:

 

a.               Assignor is the only beneficial andlegal owner of the right, title and interest in and to any and all IntellectualProperty;

 

b.              to the knowledge ofAssignor, none of the Intellectual Property infringes any rights of a thirdparty including, without limitation, any patent rights, copyright, designrights or rights of confidence;

 

c.               to the knowledge ofAssignor, the Intellectual Property is original except for material in thepublic domain, and does not contain any libelous material or injuriousinstructions, nor does it infringe any patent, copyright, trade name, trademarkor trade secret, nor invade or violate any right of privacy, personal orproprietary right in such jurisdiction where the rights are registered, orother common law or statutory right;

 

d.              each of therepresentations and warranties set out in this Agreement shall be separate andindependent from each other and shall be deemed to have been repeated upon theassignment pursuant to Clause 1 above; and

 

e.               Assignor shall, for a period of sixmonths from the date hereof, indemnify and hold Assignee harmless from andagainst all actions, claims, expenses, fees, proceedings, costs, charges,demands, loss, damages and liabilities now or hereafter brought against orincurred by Assignee, or against or****incurredby any person for whose act or omission Assignee may be liable, resulting fromany breach by Assignor of theabove warranties or any other provisions of this Agreement or out of any claimby a third party based on any facts which if

 

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substantiated would constitute such abreach.  The aggregate amount required tobe paid by Assignor pursuant to this Section 4e shall not exceed $200,000.

 

5.             No Conflicts;Authority.  Assignor hereby warrantsand represents that it has not entered and will not enter into any assignment,contract, lien, license, claim, mortgage, charge, pledge or encumbrance of anykind or understanding in conflict herewith. Assignor hereby covenants that it has full right to convey the entireinterest herein assigned.

 

6.             Successors andAssigns.  The terms and covenants ofthis Agreement shall inure to the benefit of and be binding upon the partieshereto and their respective heirs, legal representatives and assigns.

 

**IN WITNESSTHEREOF**, the parties hereto have caused this Agreementto be executed and delivered by their respective officer or officers thereuntoduly authorized.

 

 
|   | **OPTA SYSTEMS, LLC**                          |
|--------|------------------------------------------------|
|   |                                           |   |
|   |                                           |   |
|   | By:                                            |   |   |
|   | Name:                                          | /s/ David Xiong |   |
|   | Title:  Chief Executive Officer           |
|   |                                           |  |
|   | **TCL MULTIMEDIA TECHNOLOGY HOLDINGS LIMITED** |
|   |                                           |   |
|   |                                           |   |
|   | By:                                            |   |   |
|   | Name:                                          | /s/ Li Dong Sheng |   |
|   | Title:    Chairman              |

 

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