PATENT ASSIGNMENT AGREEMENT
Exhibit 10.2
This PATENT ASSIGNMENT AGREEMENT
(“Agreement”)
is made as of December 14, 2017, by and between QuantRx Biomedical
Corporation, a Nevada corporation (“Assignor”),
and Preprogen LLC, a Delaware limited liability company (“Assignee”).
WHEREAS, Assignor
and Assignee are parties to that certain Asset Purchase Agreement,
dated as of December 14, 2017 (as such agreement may have been, or
may from time to time be, amended, supplemented or otherwise
modified, the “Asset
Purchase Agreement”). All capitalized terms used and
not defined herein shall have the meanings ascribed to them in the
Asset Purchase Agreement.
WHEREAS, Assignor is the owner of all right, title
and interest in, to and under the patents and patent applications
set forth on Exhibit A
attached hereto, and the inventions
and improvements disclosed in the aforesaid patents and patent
applications including without limitation all confirmations,
divisions, renewals, extensions, reissues, continuations,
continuations-in-part, substitutes, amendments and modifications
(including reexamination amendments), certificates and utility
models (all of the aforesaid patents, patent applications,
inventions and improvements being hereinafter collectively referred
to as the “Patents”).
WHEREAS, pursuant
to the Asset Purchase Agreement, Assignee desires to acquire all of
Assignor’s right, title and interest in and to the
Patents.
NOW
THEREFORE, for good and valuable consideration, the receipt and
legal sufficiency of which is hereby acknowledged, the parties
agree as follows:
1. Assignor
hereby assigns, conveys and transfers to Assignee, and Assignee
hereby receives, all of Assignor’s right, title and interest
in, to and under the Patents, including without limitation the
right to petition, xxx or otherwise seek and recover damages,
profits and any other remedy for any past, present or future
infringement of, or for improper, unlawful or unfair use or
disclosure or other violation of, the Patents.
2. This
Agreement has been executed and delivered by Assignor to Assignee
for the purpose of recording this Agreement with the United States
Patent and Trademark Office (the “PTO”) or other governing authority, and the
parties hereby authorize the PTO or other such governing authority
to record this Agreement.
3. This
Agreement is in accordance with and is subject to all of the
representations, warranties, covenants, exclusions and indemnities
set forth in the Asset Purchase Agreement, all of which are hereby
incorporated herein by reference.
4. At
and from time to time following the Closing, Assignor shall take
such actions as required by Section 6.1 of the Asset Purchase
Agreement in regard to this Patent Assignment
Agreement.
5. Assignor
hereby appoints Assignee as its attorney-in-fact, with full
authority in the place and stead of Assignor, and in the name of
Assignor, solely to take any action and to create any instrument
that may be necessary or desirable to register, effectuate,
validate, record, maintain, perfect, enforce or defend this
Agreement and Assignee’s rights in the
Patents.
6. This
Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be
deemed to be an original, but all of which when taken together
shall constitute one and the same agreement. Each counterpart may be delivered by facsimile
transmission or electronic transmission in portable document
format, which transmission shall be deemed to be delivery of an
originally executed document.
7. This
Agreement shall be governed, including as to validity,
interpretation and effect, by, and construed in accordance with,
the internal Laws of the State of Delaware applicable to agreements
made and fully performed within the State of
Delaware.
[Remainder
of page left blank intentionally. Signature page
follows.]
.
-1-
IN WITNESS WHEREOF, Assignor and
Assignee have caused this Agreement to be executed as of the date
first above written.
|
|
ASSIGNOR:
|
|
|
|
|
|
QUANTRX BIOMEDICAL
CORPORATION
|
|
|
|
|
|
By: /s/ Xxxxxx X.
Xxxxxxxxx
|
|
|
Name:
Xxxxxx
X. Xxxxxxxxx
|
|
|
Title:
Chief
Executive Officer
|
|
|
|
|
|
|
|
|
ASSIGNEE:
|
|
|
|
|
|
PREPROGEN
LLC
|
|
|
By: /s/ Xxxxx
Xxxxxxxxxx
|
|
|
Name:
Xxxxx
Xxxxxxxxxx
|
|
|
Title:
Founder
|
EXHIBIT A
PATENTS
|
Title
|
Owner of Record
|
Region
|
Patent or Application Number
|
Issue Date
|
|
Administration
of Therapeutic Or Diagnostic Agents Using Interlabial
Pad
|
QuantRx
BioMedical Corporation
|
US
|
6,811,549
|
11/2/2004
|
|
Folded
Perineal Pad
|
|
CA
|
2,679,725
|
7/7/2015
|
|
Folded
Perineal Pad
|
QuantRx
BioMedical Corporation
|
US
|
8,398,606
|
3/19/2013
|
|
Method
for Obtaining Fetal Cells and Fetal Cellular
Components
|
QuantRx
BioMedical Corporation
|
CA
|
2,876,692
|
N/A
|
|
Method
for Obtaining Fetal Cells and Fetal Cellular
Components
|
QuantRx
BioMedical Corporation
|
EPC
|
13806393.8
|
N/A
|
|
Method
for Obtaining Fetal Cells and Fetal Cellular
Components
|
QuantRx
BioMedical Corporation
|
US
|
14/410,508
|
N/A
|
-3-
