EX-99.36 14 edf13da10-ex9936_1103.htm Unassociated Document
 
 
 
 
Exhibit 99.36
Execution Copy

INTELLECTUAL PROPERTY ASSIGNMENT
 
This INTELLECTUAL PROPERTY ASSIGNMENT (this “Assignment”) is entered into as of November 3, 2010, by Constellation Energy Group, Inc., a Maryland corporation (“Assignor”) in favor of UniStar Nuclear Energy, LLC, a Delaware limited liability company or EDF Inc. f/k/a EDF Development Inc., a Delaware corporation (“EDF”), as designated by EDF (“Assignee”).
 
WHEREAS, Assignor owns the intellectual property set forth on Schedule A attached hereto (collectively, the “IP”);
 
WHEREAS, Assignor, EDF, UniStar Nuclear Energy, LLC, Constellation New Nuclear, LLC and Constellation Energy Nuclear Group, LLC, are parties to the Purchase and Sale Agreement dated November 3, 2010 (the “Purchase Agreement”) pursuant to which Assignor has sold, and EDF has purchased, the IP; and
 
WHEREAS, pursuant to the Purchase Agreement, Assignor wishes to assign to Assignee, and Assignee wishes to acquire from Assignor, the IP.
 
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree:
 
1.  
Assignor hereby sells, transfers and assigns to Assignee, all of Assignor’s right, title and interest in and to the IP, together with the goodwill of the business associated therewith.
 
2.  
Assignor shall provide Assignee with, and execute, such documents as Assignee may reasonably request in connection with effectuating this Assignment and recordation thereof.
 
3.  
Article IV – Miscellaneous of the Purchase Agreement is hereby incorporated by reference, as applicable.
 
4.  
This Assignment may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.
 
5.  
This Assignment is entered into pursuant to the Purchase Agreement, to which reference is made for a further statement of the rights and obligations of Assignor and Assignee with respect to the IP.
 
[SIGNATURE PAGE FOLLOWS]

 
 
 

IN WITNESS WHEREOF, the undersigned have caused this Assignment to be executed in Assignor’s name by Assignor’s duly authorized officer as of the date first above written.
 
 
CONSTELLATION ENERGY GROUP, INC.
     
     
  By:
/s/ Charles A. Berardesco
   
Name: Charles A. Berardesco
   
Title: Senior Vice President and Secretary
     
     
 
Acknowledgement:
 
 
EDF INC.
 
By:      /s/ Jean-Pierre Benqué
Name: Jean-Pierre Benqué
Title:   President

Signature Page to Intellectual Property Assignment

 


 
 
 

Schedule A
IP

Mark
Registration No.
Registration Date
UNISTAR NUCLEAR
3308933
October 9, 2007
UNISTAR NUCLEAR
3308934
October 9, 2007
UNISTAR NUCLEAR
3308935
October 9, 2007
UNISTAR NUCLEAR
3308936
October 9, 2007
UNISTAR NUCLEAR
3308937
October 9, 2007
UNISTAR NUCLEAR
3308938
October 9, 2007
UNISTAR NUCLEAR [and design]:
3308939
October 9, 2007
UNISTAR NUCLEAR [and design]:
3308940
October 9, 2007
UNISTAR NUCLEAR [and design]:
3308941
October 9, 2007
UNISTAR NUCLEAR [and design]:
3308942
October 9, 2007
UNISTAR NUCLEAR [and design]:
3308943
October 9, 2007
UNISTAR NUCLEAR [and design]:
3308944
October 9, 2007