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
(Europe)	  	VERICHIP	  	10/29/2002	  	2912319	  	
						
	 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
(Europe)	  	VERIMED	  	12/8/2003	  		  	
						
	 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 
 CHIPMOBILETM, a standard character mark

 SECURITY THROUGH INNOVATIONTM, a standard character mark 
 THERE WHEN YOU NEED ITTM, 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: