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Assignment And Assumption Of Liabilities Agreement

Assignment and Assumption Agreement

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Date: 10/8/2015
Industry: Misc. Financial Services     Sector: Financial

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Exhibit 99.2





THIS ASSIGNMENT AND ASSUMPTION OF LIABILITIES AGREEMENT (the "Agreement") is made and entered into this October 7 th, 2015, by and between CANNABICS INC. , a Delaware Corporation ("Assignee"), and CANNABICS PHARMACEUTICALS INC. , a Nevada Corporation ("Assignor") and is as follows:




WHEREAS, Assignor is a bio-technology public company with the contractual obligation to fund various current clinical and research studies, which along with standing corporate liability and debt of $564,000 (Five Hundred Sixty Four Thousand Dollars); and


WHEREAS, Assignor has with no revenues and has been unsuccessful in attracting suitable funding for said activities;


WHEREAS, Assignor is the named inventor and owner of all rights, title, and interest in and to the intellectual property listed in Exhibit A , attached hereto and incorporated herein as if fully reproduced (the “ Transferred Assets ”); and


WHEREAS, Assignee is a private bio-technology company intimately knowledgeable in the field of cannabinoid sciences, and currently has no significant debts;


WHEREAS, In order to remove a significant amount of its obligation of said Debts and current Liabilities from the financial books and records of the public Company, Assignor desires to assign and transfer to Assignee, and Assignee desires to obtain from Assignor an Assignment and Transfer of the Transferred Assets in consideration for its Assumption of $362,000 (Three Hundred Sixty Two Thousand Dollars) of Assignor’s Debts and current Liabilities pursuant to this Assignment & Assumption of Liabilities Agreement.


NOW, THEREFORE effective as of this date in consideration of Assignor’s transfer of the Transferred Assets; along with other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged as received, and in consideration of the foregoing and the covenants and promises contained herein; the Parties agree that Assignee shall assume the obligations of the Assignor in and to the several debts as more specifically enumerated in Exhibit B , attached hereto and incorporated herein as if fully reproduced, (the “ Assumed Debts ”).


1.       Incorporation of Recitals .   The recitals above are not mere statements of fact but are contractual in nature and are incorporated herein by this reference.








2.       The Assignment .   Assignor does absolutely and irrevocably TRANSFER, ASSIGN, CONVEY AND DELIVER unto Assignee, its successors and assigns, all of Assignor's rights, title, interest, and obligations in and to the Transferred Assets, that is, a provisional Patent filed 27 th May, 2015, for “System and Method for High Throughput Screening of Cancer Cells”; as well as “Grin Ultra Ltd.”, an Israeli Corporation in good standing and subsidiary to Assignor, to include any reissues, reexaminations, renewals, continuations, continuations-in-part, divisions, substitute applications thereof, and the like, and any extensions thereof, and all patents worldwide that may be granted thereon, together with the right to file such applications and the right to claim for the same the priority rights derived from such patent application under the laws of the United States and its territorial possessions, the International Convention for the Protection of Industrial Property, or any other international agreement or the domestic laws of the

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