Exhibit 10.8
Protalex-XXXX\InventorassignALEX
ASSIGNMENT
ASSIGNMENT from ALEX, LLC, a New Mexico Limited Liability Company,
(hereinafter referred to as "ALEX"), to Protalex, Inc., a New Mexico Public
Corporation, whose address is c/o Xxxx X. Xxxxxxx, President, P. O. Box 30952,
Albuquerque, New Mexico, 87190 (hereinafter sometimes referred to as
"Protalex").
WHEREAS, XXXX, has sole rights to a technology application that applies to
any application of bioregulation to any human disease process and/or treatment
(hereinafter more specifically defined as "Invention").
WHEREAS, Protalex, desires in the future to file patent applications in the
United States Patent and Trademark Office and in any other foreign patent office
as Protalex, its assignees, successors and/or designees may choose in which to
seek protection for the invention. Such filings shall be made at the expense of
Protalex, or its assignees, successors and/or designees.
WHEREAS, XXXX and Protalex, for good and adequate consideration have agreed
to a formal assignment from XXXX to Protalex of its entire right, title, and
interest in and to the above Invention, as described below as well as to all
patents, patent application, division, reissues, continuations,
continuations-in-part, substitutions, renewals, extensions thereof, and all
improvements owned by XXXX, including the right to bring lawsuits for past
infringement of any patents that may be issued thereon, in the United States and
all foreign countries.
WHEREAS, Protalex, desires in the future to file patent applications in the
United States Patent and Trademark Office and in any other foreign patent office
as Protalex, its assignees, successors and/or designees may choose in which to
seek protection for the invention. Such filings shall be made at the expense of
Protalex, or its assignees, successors and/or designees.
NOW, THEREFORE, XXXX does hereby sell, assign, and transfer unto Protalex
an exclusive right to all its right, title, and interest in and to: (a) the
above technology, (b) any technical information, know-how, trade secret,
process, procedure, composition, device, method, formula, protocol, technique,
software, design, drawing or data related to the above technology which is not
covered by any subsequently filed patent application but which is necessary at
any time for practicing the above invention (all of the foregoing, (a) and (b),
being collectively referred to hereafter as "Invention"), (c) any and all
patents, patent applications, divisions, reissues, continuations,
continuations-in-part, substitutions, renewals, extensions resulting from
Invention, (d) all improvements hereafter owned by XXXX with respect to
Invention, and (e) the right to bring lawsuits for past infringement of any
patents, that may be issued on the Invention, in the United States and in any
and all foreign countries.
FURTHER, XXXX agrees that it will communicate to Protalex any facts known
to it respecting said Invention, will testify in any legal proceedings, will
sign all lawful papers, will execute all divisions, reissues, continuations,
continuations-in-part, substitutions, renewals, extensions, and improvement made
by XXXX, will execute all necessary assignment documents, will cause any and all
of said patents to be issued to Protalex, and generally will do everything
necessary or desirable to aid Protalex, its officers, agents, employees,
directors, attorneys, successors, assigns, and those in active concert and/or
participating with them to obtain and enforce property protection in regard to
the above-described Invention, patents, patent applications, divisions,
reissues, continuations, continuations-in-part, substitutions, renewals,
extensions and all improvements owned by XXXX xxxxxxx in the United States and
in all foreign countries.
XXXX xxxxxx authorizes and requests the Patent and Trademark Office
officials to issue any of the aforesaid patent or patents, when granted, to
Protalex for the use and enjoyment of Protalex, its officers, agents, employees,
directors, attorneys, successors, assigns and those in active concert and/or
participating with them.
XXXX represents and agrees that no assignment, sale agreement or
encumbrance has been or will be made or entered into by him which would conflict
with this Assignment.
XXXX hereby acknowledges by its signature hereto that it has read the
foregoing and understands it content and has had the opportunity to consult
legal counsel of its choosing concerning its rights and obligations hereunder
prior to its signature hereto.
Effective July 5th, 2001.
Assignor, ALEX, LLC
Xxxx X. Xxxx
------------
By: Xxxx X. Xxxx, Ph.D, Managing Member
Xxxx X. Xxxxxxx
---------------
By: Xxxx X. Xxxxxxx, Managing Member
Assignee: Protalex, Inc., a New Mexico
Corporation
By: Xxxx X. Xxxxxxx
---------------
Xxxx X. Xxxxxxx, President
STATE OF NEW MEXICO )
) ss.
COUNTY OF BERNALILLO )
The foregoing instrument was subscribed and acknowledged before me, this
5th day of July, 2001, by Xxxx X. Xxxx, Ph.D and Xxxx X. Xxxxxxx, Managing
Members of ALEX, LLC, a New Mexico LLC on behalf of said LLC.
Xxxxxx X. Xxxxxxxx
------------------
Notary Public
My Commission Expires:
February 24, 2004
STATE OF NEW MEXICO )
) ss.
COUNTY OF BERNALILLO )
The foregoing instrument was subscribed and acknowledged before me, this
5th day of July, 2001 by Xxxx X. Xxxxxxx, President of Protalex, Inc., a New
Mexico Corporation on behalf of said Corporation.
Xxxxxx X. Xxxxxxxx
------------------
Notary Public
My Commission Expires:
February 24, 2004
