EXHIBIT
10.24
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Deed of
Assignment
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Dated: [24]
November 2004
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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)
so far as it is aware, there is no
basis for a third party to make a claim against it in the terms set
out in clause 7.3 of the Agreement;
(c
