Exhibit 10.3 Assignment and Assumption Agreement
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Assignment"), effective on
July 31, 2008 (the "Effective Date"), is made by and between Northwest
Medical Research, Inc., having its principal office at #90 NW Second Street,
P.O. Box 910, Xxxxxxxxx, Washington 98648 ("NW MED") and Generic Marketing
Services, Inc., a publicly traded corporation controlled by Xx. Xxxxxx
Xxxxxxx ("NEWCO").
NW MED entered into an Option Agreement (the "Option Agreement"),
effective May 1, 2006, with The Penn State Research Foundation ("PSRF")
granting NW MED an option to license from PSRF certain intellectual property
and know-how, patent applications, any continuations, divisional applications
and any patents issuing therefrom (the "Licensed Patents") for the purpose of
developing and commercializing certain Licensed Products, as such terms are
defined under the Option Agreement.
The provisional patent application included in the Licensed Patents was
entitled "Identification of Selenoergothioneine as a Natural Organic Form of
Selenium from Cultivated Mushrooms", U.S. Provisional Patent Application No.
60/782,204, filed on March 14, 2006 and naming X. Xxxxxxx, X. Xxxxxx, X.
Xxxxxxxx and X. Xxxxxxx as co-inventors (the "Original Provisional Patent
Application"). The Original Provisional Patent Application served as a
priority for U.S. Patent Application Serial No. 11/686,033, filed on March
14, 2007 and entitled "Phytonutrient Compositions from Mushrooms or
Filamentous Fungi and Methods of Use" and related Patent Cooperation Treaty
("PCT") patent application PCT U.S.07/63984 filed on March 14, 2007 (the
"Patent Applications"; the Original Provisional Patent Application, together
with the Patent Applications and any future related continuations,
divisionals and national phase applications, as well as all related know-how
and good will, referred to herein as the "Licensed Patents").
In connection with the Option Agreement, NW MED has reimbursed and paid
certain patent prosecution expenses relating to the Licensed Patents, and
Paragraph 11.1 of the Option Agreement permits the assignment of the Option
Agreement in certain circumstances.
NW MED wishes to assign to NEWCO its exclusive option rights under the
Option Agreement and to the Licensed Patents as covered in the Option
Agreement, and NEWCO desires to assume the obligations of NW MED under the
Option Agreement, in consideration for the issuance of 3,500,000 shares of
NEWCO's common stock;
In consideration for the foregoing and the covenants and promises
hereinafter set forth, and with intent to be legally bound, the parties
hereto agree as follows:
1. NW MED hereby assigns to NEWCO all of its right, title and interest
under the Option Agreement and to the Licensed Patents, together with all
other know how and goodwill of NW MED not specifically covered by the Option
Agreement or the Licensed Patents but relating to the subject matter of the
Licensed Patents, and NEWCO hereby assumes all of the obligations of NW MED
under the Option Agreement.
2. In consideration therefor, NEWCO shall issue to NW MED 3,500,000
shares of its common stock (the "Shares"), which Shares, when issued shall be
duly and validly issued, fully paid and non assessable shares of common stock
of NEWCO. NEWCO represents and warrants that all corporate action necessary
to authorize the issuance of the Shares and the execution and delivery of
this Agreement has been duly taken, and does not violate the Certificate of
Incorporation, Bylaws, or any contract or obligation to which it is a party.
NW MED represents and warrants that all corporate action necessary to
authorize the execution and delivery of this Agreement has been duly taken,
and does not violate the Certificate of Incorporation, Bylaws, or any
contract or obligation to which it is a party, that the Option Agreement
currently is in full force and effect, and that it will be acquiring the
Shares for investment purposes only and not for distribution.
3. The assignment and assumption hereunder and the obligation of NEWCO to
issue the Shares to NW MED is subject to the approval by PSRF to the
assignment and assumption of the Option Agreement in accordance with the
provisions of Paragraph 11.1 of the Option Agreement. NEWCO acknowledges
receipt of a true and correct copy of the Option Agreement.
4. The parties agree to execute and deliver all further documents and
instruments necessary to effect the assignment and assumption set forth in
this Agreement.
5. This Agreement may be executed in counterparts, which when taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment and
Assumption Agreement, by proper persons thereunto duly authorized.
NORTHWEST MEDICAL RESEARCH, INC.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------
Name: Xxxxxx X. Xxxxxxx MD
------------------------
Title: President
------------------------
GENERIC MARKETING SERVICES, INC.
By: /s/ Xxxxx Xxxxxx
------------------------
Name: Xxxxx Xxxxxx
------------------------
Title: C.E.O.
------------------------
