*** Text Omitted and Filed
Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4) and 17 C.F.R.
24b-2
PATENT ASSIGNMENT
AGREEMENT
This Patent
Assignment Agreement (“ Agreement ”) is
made as of June 10, 2009 by Henry H. Ji , an
individual (“ Assignor ”), to Sorrento
Therapeutics, Inc. , a California corporation having a place of
business at 10054 Mesa Ridge Court, Suite 122, San Diego, CA
92121 (“ Assignee ”).
WHEREAS Assignor
owns the patent(s) (“ Patents ”) and
patent applications (“ Patent Applications
”) set forth in Exhibit A hereto; and
WHEREAS Assignee
desires to acquire Assignor’s entire right, title and
interest in and to the Patents, Patent Applications, and the Future
Patents (as hereinafter defined);
NOW, THEREFORE, in
consideration of mutual covenants and agreements set forth below,
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1.
Assignment of Patents and
Patent Applications . Assignor hereby irrevocably and
unconditionally grants, conveys, transfers, and assigns to Assignee
for the sum of [...***...] payable in cash and, upon presentment of
invoices, reimbursement of fees and costs associated with the
filing, prosecution and maintenance of the Patents (defined below),
up to a maximum amount of [...***...], all of Assignor’s
right, title and interest in and to the Patents, the Patent
Applications, the inventions disclosed therein, and all future
patents that may issue from Patent Applications throughout the
world, and all foreign counterparts, divisionals, continuations in
whole or in part, reexaminations, reissues, substitutions or
extensions of any of the preceding (collectively “
Future Patents ”), and the right to claim
priority to any of the preceding, the same to be held by Assignee
for Assignee’s own use and enjoyment, and for the use and
enjoyment of Assignee’s successors, assigns and other legal
representatives, as fully and entirely as the same would have been
held and enjoyed by Assignor if this Agreement had not been made;
together with all claims for damages by reason of past, present and
future infringements of the Patent Applications, Patents and Future
Patents and the right to sue for and collect such damages, as
permitted under the applicable laws for any jurisdiction or country
in which such claims may be asserted (provided, however, that the
foregoing does not require Assignor to pay to Assignee any revenues
or damages previously recovered or to be recovered pursuant to
contracts previously concluded by Assignor, nor does it amend any
other written agreements between Assignor and Assignee with respect
thereto), for the use and benefit of Assignee and its successors,
assigns and other legal representatives.
2.
Issuance of Future
Patents. Assignor hereby authorizes and requests the
Commissioner of Patents and Trademarks of the United States, and
any officer of any country or countries foreign to the United
States, whose duty it is to issue patents or other evidence or
forms of intellectual property protection or applications as
aforesaid, to issue the Future Patents to Assignee
*Confidential Treatment
Requested
1
and its
successors, assigns and other legal representatives in accordance
with the terms of this instrument.
3.
Assistance.
Assignor shall not execute any writing or do any act whatsoever
conflicting with the terms and conditions of this Agreement, and
Assignor agrees to perform, without charge to Assignee (except as
otherwise permitted herein), all acts deemed necessary or desirable
by Assignee to permit and assist Assignee in perfecting and
enforcing the full benefits, enjoyment, rights, title and interest
throughout the world in all Patents, Patent Applications and Future
Patents, and the intellectual property rights therein assigned to
Assignee hereunder. Such acts may include execution of documents,
including any and all powers of attorney, applications,
assignments, declarations, affidavits, and any other papers in
connection therewith reasonably necessary to perfect such benefits,
enjoyment, rights, title and interest in Assignee, assistance and
cooperation in the registration and enforcement of applicable
intellectual property rights or other legal proceedings, including
providing documents and materials in the possession or control of
Assignor, testifying in any legal proceedings, signing lawful
papers and making all lawful oaths at Assignee’s expense, and
generally doing everything possible to aid Assignee in obtaining
and enforcing proper protection for applicable intellectual
property rights, it being understood that the foregoing covenants
and agreements shall bind and inure to the benefit of the assigns
and legal representatives of Assignor and Assignee.
4.
Power of
Attorney. If Assignee is unable, for any reason, to
obtain the assistance of Assignor as set forth in Section 3
above, Assignor hereby
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