Intellectual Property and Business Interest for Sale

Sale of Intellectual Property and Business Interest of GRANDPARENTS.COM, INC. The Assets include: of Seller’s right, title and interest in and to the following assets:

• All Uniform Resource Locators (and all of the contents of such Uniform Resource Locators);
• All membership interests in American Grandparents Association LLC, a Florida limited liability company;
• All membership interests in Grandparents Insurance Solutions LLC, a Florida limited liability company;
• All Assumed Contracts, and all rights and benefits thereunder;
• All Intellectual Property Rights, together with all rights to collect royalties, products and proceeds in connection therewith, all rights to sue and bring other claims for past, present and future infringement, misappropriation or other violation of any of the foregoing, and all rights to recover damages (including attorneys’ fees and expenses) or lost profits in connection therewith;
• All marketing information, marketing research and data and customer and mailing lists and all promotional and advertising materials, whether existing in print, video, online, magnetic or other media, and all stationery, forms, labels and other similar materials; 
• Originals or copies of all books, records, ledgers, files, reports, accounts, data, plans, minute-books and operating records, whether in hard copy, electronic format, magnetic or other media, in any case, used in connection with the Purchased Assets (“Books and Records”);
• All Permits; and
• To the extent not included in the previous paragraphs, all of the following property of the Sellers (with terms in this paragraph having the same definitions as in the New York Uniform Commercial Code): goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), accounts, chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and all other investment property, supporting obligations, any other rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles).