INTELLECTUAL PROPERTY TRANSFER AGREEMENT

EXECUTION COPY

Exhibit 10.18

INTELLECTUAL PROPERTY TRANSFER AGREEMENT

BY AND BETWEEN

AFBS, INC.

AND

THERICS, LLC

June 30, 2005

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

1

1.1.

AFBS.

1

1.2.

Agreement.

1

1.3.

Assumed IP Contracts.

2

1.4.

Books and Records of IP.

2

1.5.

Business.

2

1.6.

Closing.

2

1.7.

Closing Date.

2

1.8.

Effective Time.

2

1.9.

Intellectual Property.

2

1.10.

IP Assets.

3

1.11.

IP Consents.

3

1.12.

Liens.

3

1.13.

Payment Agreement.

3

1.14.

Post-Closing IP Liabilities.

3

1.15.

Retained IP Liabilities.

4

1.16.

Tax Return.

4

1.17.

Taxes.

4

1.18.

Therics.

4

1.19.

Transfer Agreement.

4

1.20.

Unit Purchase Agreement.

5

ARTICLE II

TRANSFER

5

2.1.

Purchase and Sale; Assignment; Consideration.

5

2.2.

No Assumption of Retained IP Liabilities; Post-Closing IP Liabilities.

5

2.3.

Authorization to Record.

5

2.4.

Transfer Taxes.

6

ARTICLE III

MISCELLANEOUS

6

3.1.

Entire Agreement; Amendment.

6

3.2.

Governing Law.

7

3.3.

Notices.

7

3.4.

Counterparts; Headings.

8

3.5.

Binding Effect.

8

3.6.

Severability.

8

3.7.

Specific Performance.

8

SCHEDULES

Schedule 1.3

Assumed IP Contracts

Schedule 1.9

Intellectual Property

Schedule 1.11

IP Consents

EXHIBITS

Exhibit 2.1(b)

Payment Agreement

(i)

Exhibit 2.3(c)

Assignment Documents

Exhibit 2.3(c)(1)

Assignment Of Inventions, Applications For Patent, And Letters Patent

Exhibit 2.3(c)(2)

Assignment of Inventions, Applications for Patent and letters Patent

Exhibit 2.3(c)(3)

Assignment and Acceptance of Trademark and Service Mark Rights

Exhibit 2.3(c)(4)

Assignment and Acceptance of Trademarks and Service Marks and Related Community
  Trademark Registrations

Exhibit 2.3(c)(5)

Assignment and Acceptance of Copyrights

(ii)

INTELLECTUAL PROPERTY TRANSFER AGREEMENT

                This INTELLECTUAL PROPERTY TRANSFER AGREEMENT, effective as of June 30, 2005, by and between AFBS, INC., a Virginia corporation, f/k/a Therics, Inc. (“AFBS”), and THERICS, LLC, an Ohio limited liability company (“Therics”), recites and provides as follows:

RECITALS

                WHEREAS, AFBS desires to sell the IP Assets (other than the Assumed IP Contracts) to Therics and assign the Assumed IP Contracts to Therics, and in exchange therefor, Therics desires to purchase the IP Assets (other than the Assumed IP Contracts) from AFBS and to assume the Assumed IP Contracts from AFBS, all on the terms and subject to the conditions set forth herein.

                NOW, THEREFORE, in consideration of the Recitals and of the mutual covenants, conditions and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it hereby is agreed that:

AGREEMENT

ARTICLE I
DEFINITIONS

                When used in this Agreement, the following terms shall have the meanings specified:

1.1.         

AFBS.

                “AFBS” shall have the meaning set forth in the Preamble hereof.

1.2.         

Agreement.

                “Agreement” shall mean this Intellectual Property Transfer Agreement, together with the Schedules and Exhibits attached hereto.

1.3.         

Assumed IP Contracts.

                “Assumed IP Contracts” shall mean all of the agreements, contracts, licenses, relationships and commitments, written or oral of AFBS that are specifically listed on Schedule 1.3  attached hereto, including all of the patent, trademark, copyright, trade secret or other rights arising out of the same.

1.4.         

Books and Records of IP.

                “Books and Records of IP” shall mean the original copies of the books and records of AFBS that are specifically related to the IP Assets and that are in possession of AFBS.

(1)

1.5.         

Business.

                “Business” shall mean the business and operations of AFBS as operated and conducted prior to and up through the Effective Time.