Deed of Assignment

EXHIBIT 10.24

Parties

1.

ARUBA INTERNATIONAL PTY LIMITED (ACN 067 390 783) of Rocklea, Queensland, Australia (Aruba Aust)

2.

ARUBA INTERNATIONAL BV (18075034) of Jacob van Lennep Kade tegenover 63, 1054 ZH, Amsterdam, Netherlands (Aruba BV)

Recitals

A.

Aruba Aust is the owner of all of the right, title and interest in certain Licensed Patents and Licensed Inventions relating to the alterations in the lipid structure of biological material.

B.

In December 1999, Aruba Aust entered, as Licensor, into an Intellectual Property License Agreement (Agreement) with Lipid Sciences, Inc. of California, United States of America (Lipid), as Licensee.

C.

Under the Agreement, Aruba Aust granted to Lipid an exclusive licence under the Licensed Patents, and to the Licensed Invention, to make, use, import, offer to sell, and sell compositions of matter, methods and processes which are covered under the Licensed Patents, and\or which are encompassed by the Licensed Invention, in any and all Fields of Use, with the right to grant sublicenses.

D.

Aruba Aust now wishes to assign to Aruba BV all rights, title, interest and obligations in the intellectual property licensed to Lipid under the Agreement in accordance with the terms of this Deed.

E.

Under the Agreement, notice of the assignment must be given to Lipid.

Operative Part

1.

All definitions contained in the Agreement and not defined herein are incorporated into this Deed as if they were fully recited herein.

2.

Aruba Aust assigns and transfers absolutely and without reservation to Aruba BV all right, title, interest and obligations in the intellectual property licensed to Lipid under the Agreement, including its entire right, title and interest in the:

(a)

United States Patents and any continuation, continuation-in-part, divisional, reexamined, or reissued patent related thereto;

(b)

Australian Patent and any continuation, continuation-in-part, divisional, reexamined, or reissued patent related thereto;

(c)

Other Patent Applications and any continuation, continuation-in-part, divisional, reexamined, or reissued patent related thereto;

(d)

Licensed Patents and any continuation, continuation-in-part, divisional, reexamined, or reissued patent related thereto;

(e)

Licensed Invention; and

1

(f)

Licence granted by Aruba Aust to Lipid under the Agreement and subject to the assignment and transfer of this Section 2. Exhibit A to this Deed lists each patent and patent application licensed to Lipid under the Agreement.

3.

Aruba Aust warrants that at the date of this Deed:

(a)

it is not in breach of any of its obligations under the Agreement;

(b)