PATENT TRANSFER AND SALE AGREEMENT

PATENT TRANSFER AND SALE AGREEMENT

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.

d.   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.

e.   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

f.   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