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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, Stevenson, Washington 98648 ("NW MED") and Generic
Marketing
Services, Inc., a publicly traded corporation controlled by Dr.
Marvin
Hausman ("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 R. Beelman, J.
Dubost, D.
Peterson and M. Hausman 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 prosecutio
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