PATENT TRANSFER AND SALE AGREEMENT

PATENT TRANSFER AND SALE AGREEMENT

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THIS AGREEMENT (hereinafter: "the Agreement") made this day of July 27, 2010 between Ilanit Appelfeld from 00 Xxxxx Xxxxxxxx Xx. Xxx Xxxx, Xxxxxx (hereinafter: “the Seller”) and Advanced Ventures Corp., a Delaware Corporation, having its principle place of business at 000 Xxxxxxxxx Xxxxxxxxxxxx Xxxxxx, Xxxxxx , Xxxxxxxx , 00000 XXX

(the "Buyer").

WITNESSETH:

WHEREAS, the Buyer solely owns all right, title, and interest in and to the Patent (as defined below), including all intellectual property rights therein;

WHEREAS, the Seller desires to sell and transfer the Patent and all of its respective rights, title and interests therein to THE BUYER, and THE BUYER desires to buy and acquire the Patent and all intellectual property rights therein;

WHEREAS, THE BUYER is interested to purchase the Patent as defined below from the Seller.

NOW, THEREFORE, in consideration of the receipt of the payments specified hereunder, the parties, intending to be legally bound, hereby agree as follows:

1.	DEFINITIONS AND INTERPRETATION

"The Patent": United States Patent number: 6,743,209, titled "Catheter with integral anchoring means ". A copy of the specifications and of the drawings of the Patent is attached here to as Annex 1.

2.	CONVEYANCE OF RIGHTS (ASSIGNMENT)

2.1.	Effective as of July 27, the Seller hereby transfers, assigns, and relinquishes exclusively to THE BUYER all of its rights, title, and interest in and to, the Patent, free and clear of any lien, claim, license, in perpetuity (or for the longest period of time otherwise permitted by law).

2.2.	Seller shall sign the assignment attached hereto as Annex 2 upon the signature of this agreement.

3.	CONSIDERATION

3.1	In consideration for the transfer of rights in the Patent under this Agreement, THE BUYER shall pay the Seller US$17,500 (Seventeen thousand and five hundred United States Dollars) (hereinafter: "the Consideration”).

4.	WARRANTIES OF TITLE

4.1	THE BUYER’s Representations and obligations.

THE BUYER represents and warrants that the execution, delivery and performance of this Agreement does not and will not constitute a breach of any law, agreement or instrument to which THE BUYER is a party or by which it is bound.

4.2	Seller’s Representations.

The Seller represents and warrants that THE BUYER shall receive pursuant to this Agreement complete and exclusive right, title, and interest in and to the Patent and the Patent is free and clear of any lien, charge, license, tracing rights, preemptive rights or other rights, or equities whatsoever of any third party.

5.	MISCELLANEOUS

a.	It is hereby agreed between the parties that the Seller may terminate the agreement within 30 days of signature of this agreement. In such case, the Seller will return to the Buyer all sums that it has received under this agreement.

b.	The Seller hereby agrees that each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clause herein.

c.	All covenants and agreements hereunder shall inure to the benefit of and be enforceable by the successors or assigns of THE BUYER.

This Agreement and all aspects of the relationship between the parties hereto shall be construed and enforced in accordance with and governed by the laws of the State of ISRAEL. It is hereby agreed between the parties to this Agreement that all disputes arising from the terms and/or subject matter of this Agreement shall be submitted to the jurisdiction of the appropriate courts of Tel Aviv, Israel.

All notices provided for in this Agreement shall be given in writing and shall be effective when either served by hand delivery, electronic facsimile transmission, express overnight courier service, or by registered or certified mail, return receipt requested, addressed to the parties at their respective addresses set forth below, or to such other address or addresses as either party may later specify by written notice to the other:

If to THE BUYER:

000 Xxxxxxxxx Xxxxxxxxxxxx Xxxxxx, Xxxxxx,

Xxxxxxxx , 00000 XXX

Attention: Xxxxx Xxxxxxx

If to the seller

Ilanit Appelfeld

P.O.B 18253

00 Xxxxx Xxxxxxxx Xx.

Xxx Xxxx, Xxxxxx

No delay or omission by THE BUYER in exercising any right under this Agreement shall operate as a waiver of that or any right. A waiver or consent given by THE BUYER or any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

g.	The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope of any section of this Agreement.

h.	This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

i.	This Agreement merges and supersedes all prior and contemporaneous agreements, assurances, representations, and communications between the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal effective as of the date shown above.


By (Signature): _____________________ Name: Ilanit Appelfeld Title: Seller s/Ilanit Appelfeld	By (Signature): _____________________ Name: Xxxxx Xxxxxxx on behalf of Advanced Ventures Corp Title: CEO _____________________ s/Xxxxx Xxxxxxx

Attorney Docket No.:

ASSIGNMENT

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned ("Seller") has sold and assigned, and by these presents hereby sells and assigns, unto:

Name :	Advanced Ventures Corp.
Address :	000 Xxxxxxxxx Xxxxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx

(hereinafter ASSIGNEE) all right; title and interest for the United States, territories and possessions, and for all other countries of the world, in and to his invention relating to:

One Piece Catheter

as set forth in his United States Patent 6,743,209

(check one)

x executed concurrently herewith,

¨ executed on

¨ Serial No.

in and to said United States Patent and all forms of industrial property protection, to be held and enjoyed by said ASSIGNEE, its successors, legal representatives and assigns to the full end of the term or terms for which any and all such Letters patent may be granted as fully and entirely as would have been held and enjoyed by the Seller had this Assignment not been made.

AND THE UNDERSIGNED HEREBY authorizes and requests the Commissioner of Patents and Trademarks of the United States, and any Official of any country or countries foreign to the United States, whose duty it is to issue patents or other evidence or forms of industrial property protection on applications as aforesaid, to issue the same to the said ASSIGNEE, its successors, legal representatives and assigns, in accordance with the terms of this instrument.

AND EACH OF THE UNDERSIGNED HEREBY covenants and agrees that he has full right to convey the entire interest herein assigned, and that he has not executed, and will not execute, any agreement in conflict herewith.

AND EACH OF THE UNDERSIGNED HEREBY further covenants and agrees that he will communicate to the said ASSIGNEE, its successors, legal representatives and assigns, any facts known to him respecting said invention, and testify in any legal proceeding, sign all lawful papers, execute all divisional, continuing, reissue and foreign applications, make all rightful oaths, and generally do everything possible to aid the said ASSIGNEE, its successors, legal representatives and assigns, to obtain and enforce proper protection for said invention in all countries.

Seller :	Ilanit Appelfeld
CITIZENSHIP :	Israeli
RESIDENCE :	35 Xxxxx Hamelech St.
POST OFFICE ADDRESS :	X.X.X 00000, Xxx Xxxx, Xxxxxx
SIGNATURE :
DATE :

the execution by the Seller should be witnessed by at least two witnesses who sign here:

WITNESSES:

Signature:

Signature :