Exhibit 4.8 [ + ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE24B-2 OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED.
Exhibit 4.8
ASSIGNMENT AGREEMENT BETWEEN DR. LELAND SHAPIRO
AND CAVIT SCIENCES, INC.
WHEREAS, LELAND SHAPIRO, residing at [+++++++++++], an individual,
(hereinafter referred as "ASSIGNOR") has invented a certain invention entitled
"METHODS AND COMPOSITIONS FOR TREATMENT OF VIRAL INFECTIONS", for which a US
Utility application was filed in the United States Patent and Trademark Office
on DECEMBER 12, 2005, assigned SERIAL NUMBER [+++++++++] and for which a PCT
application was filed in the United States Patent and Trademark Office on
DECEMBER 12, 2005, assigned SERIAL NUMBER [+++++++++++] (collectively,
"INVENTION") and has a fifty-percent interest in said INVENTION;
WHEREAS, CAVIT SCIENCES, INC. a company having its principal place of
business at 100 East Linton Blvd., Suite 106B, Delray Beach, Florida 33483
(referred to hereinafter as "ASSIGNEE"), its successors, assigns, and legal
representatives, desires to obtain Assignor's entire right, title and interest
in, to and under said INVENTION, and in, to and under Letters Patent or similar
legal protection to be, or having been, obtained therefore in the United States
of America, its territorial possessions and in any and all countries foreign
thereto;
WHEREAS, Assignor agrees to assign his patent application rights to the
INVENTION to Assignee;
NOW, THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Assignor agrees to assign the above patent application rights to
Assignee and execute assignment documents in the forms as attached in Appendix A
and B. It is understood that Assignee has done its due diligence with respect to
the INVENTION and that the Assignor makes no representation or warranties of any
kind regarding the INVENTION, except that he has not made or entered into any
prior agreements that would conflict with the above assignment.
2. Assignor agrees to assign the above patent application rights to
Assignee once this Assignment Agreement has been executed by both the Assignor
and Assignee and the initial $10,000 payment described below has been received
by the Assignor.
3. Assignor agrees to keep the Information, as hereinafter defined,
confidential and will not, except as required by applicable law, regulation or
legal process, without Assignee's prior written consent, disclose any
Information to a third party and will not use any Information other than in
connection with and/or promotion of Assignee's business. In the event that
Assignor is requested pursuant to, or required by, applicable law, regulation or
legal process to disclose any of the Information, Assignor will notify Assignee
promptly so that Assignee may seek a protective order or other appropriate
remedy, or waive compliance with the terms herein. In the event that no such
protective order or other remedy is obtained, or that Assignee does not waive
compliance, in a reasonable period of time, Assignor shall be free to respond to
the legal process. Information shall mean any testing results, documentation,
literature, reports technology or any other proprietary information related to
said Invention.
4. Assignee agrees to pay Assignor a total of $30,000 as follows:
1) $10,000 upon execution of this Assignment Agreement;
2) $10,000 on or before December 10, 2006
3) $10,000 on or before) May 10, 2007
5. Assignee agrees not to assign, license or otherwise transfer or permit
the exploitation of (collectively, "Transfer") any interest in the
above-mentioned patent applications, assigned by Assignor to Assignee , until
Assignor has been paid the $30,000 in full. In the event of a Transfer of such
interest by Assignee in violation of this provision, then the unpaid balance of
the $30,000 shall become immediately due and payable to assignor.
6. Assignee agrees that the application rights will be immediately assigned
back to Assignor, at Assignee's sole expense, including any of Assignor's
reasonable attorney's fees to effect or enforce such re-assignment, if Assignee
defaults in payments in accordance with the terms herein. .
7. This Assignment Agreement shall be governed by and construed,
interpreted and enforced in accordance with the internal laws of the State of
Colorado.
8. All notices and other communications required or permitted shall be in
writing and shall be deemed given or delivered when sent by registered or
certified mail to the party's address written above.
9. Any controversy, dispute or claim arising under this Assignment
Agreement shall be settled by Arbitration conducted in Denver, Colorado by a
single Arbitrator in accordance with the rules of the American Arbitration
Association as then in effect. The decision or award of the Arbitrator shall be
final and binding on the parties and there shall be no appeal therefrom other
than gross negligence. The prevailing party in any arbitration or litigation to
enforce any right or remedy under this Assignment agreement shall be entitled to
recover from the other party all reasonable costs and expenses in connection
with such action, including reasonable attorney's fees.
IN WITNESS WHEROF, the parties hereto have caused this Agreement to be
executed on this 7 day of July, 2006.
Leland Shapiro Cavit Sciences, Inc.
/s/ Leland Shapiro /s/ Colm J. King
- --------------------------- ---------------------------
By: Leland Shapiro By: Colm J King
Its: CEO