Exhibit 10.2 - Assignment Agreement to the Option Agreement
ASSIGNMENT AGREEMENT TO THE OPTION AGREEMENT
This Assignment Agreement (the "Assignment"), effective on July 31, 2008
(hereinafter the "Effective Date"), is made by and between THE PENN STATE
RESEARCH. FOUNDATION, a non-profit corporation duly organized and existing
under the laws of the Commonwealth of Pennsylvania and having an office at
000 Xxx Xxxx, Xxxxxxxxxx Xxxx, Xxxxxxxxxxxx 00000 (hereinafter referred to
as "PSRF"), Northwest Medical Research Inc., having its principal office at
#90 NW Second Street, P.O. Box 910, Xxxxxxxxx, Washington. 98648
(hereinafter referred to as "OPTIONEE") and Generic Marketing Services,
Inc., a publicly traded corporation controlled by Xx. Xxxxxx Xxxxxxx
(hereinafter "NEWCO").
WHEREAS, PSRF and OPTIONEE entered into an Option Agreement ("Option
Agreement"), effective May 1, 2006, granting OPTIONEE an option to obtain an
exclusive license under the PATENTS RIGHTS to make, have made, use and sell
LICENSED PRODUCTS and to perform processes covered thereby.
WHEREAS, Paragraph 11.1 of the Option Agreement permits the assignment of
this Option Agreement to another entity formed and controlled by Xx. Xxxxxx
Xxxxxxx, President of Northwest Medical Research Inc.
WHEREAS, OPTIONEE has represented that it wishes to assign its exclusive
option rights to the INVENTION and LICENSED PATENTS as covered in the Option
Agreement;
WHEREAS, PSRF desires to have the INVENTION and LICENSED PATENTS utilized
in the public interest and is willing to assign PSRF's rights hereunder to
NEWCO (as hereinafter defined),
Now, therefore, 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. NEWCO hereby agrees to undertake all terms, conditions and obligations of
OPTIONEE under- the May 1, 2006 Option Agreement entered into by and between
PSRF and OPTIONEE, a copy of which is attached hereto as Appendix A. All
capitalized terms used without definition in this Assignment Agreement shall
have the meanings set forth in the Option Agreement.
2. PSRF has been provided with adequate notice and information regarding
OPTIONEE'S acquisition of NEWCO, and agrees that said acquisition conforms
to the terms of Article XI of the Option Agreement.
3. All parties agree that NEWCO is obligated to reimburse PSRF for
previously unreimbursed and fixture patent expenses under Article VII of the
Option Agreement. The current unreimbursed amount is approximately one
thousand, six hundred and fifty nine dollars and fifty cents [$1,659.50]
(for expenses through July 15, 2008) and shall be due and payable upon
execution of this Assignment Agreement.
4. Paragraph 1.10 is added to the Option Agreement as follows:
1.10 NEWCO shall mean Generic Marketing Service, Inc. having a legal
address of 0000 Xxxxxxxxx Xxxx, Xxxxxxxxxxx, XX 00000, of which Xx. Xxxxxx
Xxxxxxx has voting control of NEWCO.
5. Paragraph 3.2 of the Option Agreement is modified as follows:
3.2 Term. The term of the exclusive option of Paragraph 2.1 hereinabove
shall begin upon the Effective Date and expire March 15, 2010 (hereinafter
"Option Period"), so long as OPTIONEE, and the assignee, NEWCO, comply with
the terms of this Option Agreement.
All other terms and conditions of the Option Agreement shall remain
unchanged.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement, in duplicate, by proper persons thereunto duly authorized.
THE PENN STATE RESEARCH FOUNDATION
By: /s/ Xxxxx X. Xxxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxxx
------------------------
Title: Treasurer
------------------------
Date: AUG 26 2008
------------------------
GENERIC MARKETING SERVICES
By: /s/ Xxxxx Xxxxxx
------------------------
Name: Xxxxx Xxxxxx
------------------------
Title: C.E.O.
------------------------
Date: 7/28/08
------------------------
NORTHWEST MEDICAL RESEARCH INC. By:
By: /s/ Xxxxxx X. Xxxxxxx
------------------------
Name: Xxxxxx X. Xxxxxxx MD
------------------------
Title: President
------------------------
Date: 7/31/08
------------------------
Ipo-mds/Addendum/NorthwestMedResearch
