ASSIGNMENT OF WORLDWIDE RIGHT, TITLE AND INTEREST
WITH RESERVATION OF SECURITY INTEREST
I. ASSIGNMENT
WHEREAS BIOPHAN, LLC, a limited liability company of the
State of New York having its principal offices located at
150 Lucius Gordon Drive, Suite 201
West Henrietta, New York 14586
United States of America
(hereinafter referred to as "Biophan") having acquired by
Assignment the entire right, title, and interest in certain
Inventions comprising certain new and useful improvements in
MRI-RESISTANT CARDIAC PACEMAKERS
that are partly described in a Provisional Patent Application,
the disclosure of which was filed in the United States Patent
and Trademark Office on April 20, 2000, and accorded Application
No. 60/198,631 with Attorney Docket No. T31-003/T31-005, and
that are partly described in a disclosure submitted to Elman &
Associates and assigned Attorney Docket No. T31-010 and related
technologies for suppressing MRI energies and radio frequency
energy from negative effects on pacemakers and certain other
implantable and external medical devices and diagnostic systems;
WHEREAS, IDAHO TECHNICAL, INC., a corporation of the State
of Nevada, having its principal offices located at
6352 Almquist Avenue
PO Box 396
Murray, Idaho 83874
United States of America
(hereinafter referred to as the "ITI"), is desirous of acquiring
the entire right, title, and interest in and to said Inventions,
and in and to any Letters Patent that may be granted therefore,
but subject to a Security Interest in favor of Biophan;
NOW, THEREFORE, in consideration of One Dollar ($1.00)
and of other good and valuable considerations, receipt of
which is hereby acknowledged by Biophan, Biophan, intending to
be legally bound, does hereby sell, assign, and transfer to
ITI and ITI's legal representatives its entire right, title
and interest together with all rights of priority, in said
Inventions, as described and/or claimed in said application
for United States patent and said diclosure and any and all
applications for Letters Patent, in any country or
jurisdiction, based in whole or in part thereon, including
subsequent regular applications under 35 U.S.C. 111(a),
divisions, continuations and continuations-in-part thereof as
well as all foreign counterparts and all regional and
international applications, and all applications containing
disclosures in common therewith, together with all Letters
Patent in any country or jurisdiction arising from any of the
aforesaid applications, as well as any and all reissues and
reexaminations thereof, the same to be held and enjoyed by
ITI, its successors and assigns, to the full ends of the terms
of all said Letters Patent therefor which may be granted.
Biophan hereby authorizes and requests the Patent Office
officials in the United States and all foreign countries or
jurisdictions to issue any and all of said Letters Patent,
when granted, to ITI, as the assignee of its entire right,
title and interest in and to the same, for the sole use and
behoof of ITI, its successors and assigns. Biophan hereby
authorizes ITI to make applications for and to receive Letters
Patent for said inventions in any countries or jurisdictions
in its own name, or in the inventors' names, at its election.
Further, Biophan hereby agrees to communicate to ITI, or
its representatives, any facts known to Biophan respecting
said inventions, and testify in any legal proceeding, sign all
lawful papers, execute all divisional, continuation,
continuation-in-part, substitution, renewal, reissue and
related United States and foreign applications and
declarations relating thereto, execute all necessary claims of
priority and assignment papers to cause any and all of said
Letters Patent to be issued to said ITI, make all rightful
oaths, and generally to do everything possible to aid ITI, its
successors and assigns, to obtain and enforce protection for
said inventions in the United States and in any and all
foreign countries or jurisdictions. The rights and property
herein conveyed by Biophan are free and clear of any
encumbrances other than the Security Interest provided for
herein.
Biophan hereby authorizes Gerry J. Elman, Registration
No. 24,404 of the firm Elman & Associates, to correct errors
in this Assignment document and to insert any further
identification or information necessary or desirable to make
this Assignment recordable in the United States Patent and
Trademark Office, or elsewhere.
If any provision of this document should be found invalid
or unenforceable under relevant law, such provision shall be
deemed excluded and redacted herefrom, and the validity and
enforceability of the remaining provisions shall not be
affected thereby.
II. GRANT OF SECURITY INTEREST
The Inventions assigned herein are subject to a
Security Interest, the purpose of is to secure all
liabilities of ITI to Biophan, direct or indirect, absolute
or contingent, due or to become due, now existing or
hereafter arising, and all covenants of ITI recited herein
or otherwise contained in a separate Security Agreement or
Transfer Agreement.
The undersigned hereby executes, grants, and
delivers the assignment:
For: Biophan, LLC
{L.S.} Date___________________
by: Michael L. Weiner, CEO
VERIFICATION
State of _________________________ :
ss.
County of _______________________ :
I, a notary public duly commissioned and qualified by
the State of ___________, United States of America, do hereby
certify that on the day of_______ , 2000
before me personally appeared __________________, to me
personally known or duly proven to be the individual whose
name is subscribed to the foregoing instrument, who, being
affirmed, did acknowledge himself/herself to be the
________________ of BIOPHAN, LLC and that he/she, as such
officer, being authorized to do so, executed the foregoing
instrument for the purposes therein contained, by signing the
name of the corporation by himself/herself as such officer. I
have initialed the preceding pages of this document.
{Seal}
[Notary Public]
The undersigned, IDAHO TECHNICAL, INC., hereby accepts
the Assignment recited hereinabove, subject to the Security
Interest recited hereinabove and agrees to the terms and
obligations recited hereinabove.
For: IDAHO TECHNICAL, INC.
Date___________________
L.S.}
by: Printed Name ________________________________
Title _________________________
VERIFICATION
State of ___________________________:
ss.
County of __________________________:
I, a notary public duly commissioned and qualified by
the State of ___________, United States of America, do hereby
certify that on the day of_______ , 2000
before me personally appeared __________________, to me
personally known or duly proven to be the individual whose
name is subscribed to the foregoing instrument, who, being
affirmed, did acknowledge himself/herself to be the
________________ of IDAHO TECHNICAL, INC. and that he/she, as
such officer, being authorized to do so, executed the
foregoing instrument for the purposes therein contained, by
signing the name of the corporation by himself/herself as such
officer. I have initialed the preceding pages of this
document.
{Seal}
[Notary Public]
