**Exhibit 10.36**

 

**TECHNOLOGYASSIGNMENT AGREEMENT**

 

TECHNOLOGY ASSIGNMENT AGREEMENT entered into as ofthe 27th day of August, 2003, between MedicalCV, Inc., a Delaware Corporation(“Company”) and LightWave Ablation Systems, Inc., a North Carolina Corporation (“LightWave”),Gregory Brucker (“Brucker”) and Robert Svenson, M.D. (“Svenson”).

 

A.                                   The parties hereto have entered into aTechnology Purchase Agreement dated August 27, 2003 (the “TPA”),providing, among other things, for the transfer to the Company of thetechnology defined below (the “Technology”).

 

B.                                     Brucker and Svenson are inventors of thedevice described by the Technology, a catheter/probe used for purposes fordelivering laser energy to the epicardial surface of the heart for treatment ofatrial fibrillation (the “Device”), aspects of which have been disclosed byLightWave to the Company in a draft of a provisional patent applicationattached as Exhibit A to the TPA.

 

C.                                     Brucker and Svenson are shareholders ofLightWave and will benefit from the TPA.

 

D.                                    This Assignment assigns to the Company all ofthe interests of LightWave, Brucker and Svenson in the Technology.

 

**NOW,THEREFORE,**inconsideration of the premises and for valuable consideration, receipt of whichis hereby acknowledged, the parties hereto agree as follows:

 

1.                                       *Assignment*.                               LightWave, Brucker and Svenson (hereinafterthe “Assignors”) hereby assign to the Company exclusively throughout the worldall right, title and interest (whether or not now existing) in and to (i) theDevice and all other subject matter referred to in the Technology as definedherein; (ii) all precursors, portions and work in progress with respect theretoand all inventions, technology, information, designs, know-how, materials,prototypes and tools relating thereto or to the development, production, use,support or maintenance thereof and (iii) any and all inventions embodied in orby the Techology and (iv) any and all patent rights, trade secret rights,authorship rights, sui generis and database right and other intellectualproperty rights for the Device, Technology and inventions embodied therein orthereby and all business, contract rights and goodwill in, incorporated orembodied in, used to develop or produce or use, or relate it to any of theforegoing.

 

2.                                       *Definitions*.                                 The definition and scope of the term“Technology” and all other all other capitalized terms not defined herein,shall be as set forth in the TPA, a copy of which is incorporated herein byreference.

 

3.                                       *Consideration*.              The consideration for this TechnologyAssignment Agreement is the consideration paid and payable by the Company toLightWave pursuant to the terms of the TPA.

 

4.                                       *Further Assurances*.                                   Assignors agree to assist the Company inevery proper way to evidence, record, and perfect the assignment set forth inSection 1 hereof and to apply for or obtain recordation of and from timeto time secure, enforce, maintain and defend the assigned rights.  If the Company is unable for any reason tosecure Assignors’ signature to any document requested by the Company pursuantto this Section, Assignors irrevocably designate and appoint the Company andits duly authorized officers and agents as assignors’ agents andattorneys-in-fact, coupled with an interest and with full power ofsubstitution, to act for and on Assignors’ behalf and instead of Assignors, toexecute and file any such document or documents and to do all other lawfullypermitted acts to further the purposes of the

 

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foregoing with the same legal force and effect as if executed byAssignors.  To the extent allowed bylaw, the assignment set forth in Section 1 includes all rights ofintegrity, paternity, disclosure, and withdrawal and any other rights that maybe known as or referred to as “moral rights,” or the like, and to the extentAssignors retain any such moral rights under applicable law, Assignors ratifyand consent to, and provide all necessary ratifications of and consents to anyaction that might be taken with respect to such rights by, or authorized by,the Company; and Assignors will not assert any moral rights with respectthereto.  Assignors will confirm anysuch ratifications, consents and agreements from time to time as requested bythe Company.

 

5.                                       *Confidential Information*.          Assignorswill not use or disclose anything assigned to the Company hereunder or anyother technical or business information or plans of the Company without theprior written consent of the Company and agree to preserve the confidentialityof the intellectual property except to the extent Assignors (i) can documentthat it is generally available (through no fault of Assignors, or any of them)for use in disclosure by the public without charge, license or restriction, or(ii) are permitted to use or disclose such information or plans pursuant to theterms of the TPA or agreements or instruments delivered therewith or pursuantthereto.  The terms of this Agreementare confidential to the Company and no press release or other writtendisclosure or oral disclosure of any nature regarding the terms of thisAgreement shall be made by Assignors with out the Company’s prior writtenapproval.

 

IN WITNESS WHEREOF, the parties have executed thisAgreement on the day and year first above written.

 

 
|   | Signed:   MedicalCV, Inc.   |
|--------|----------------------------------|
|   |                             |
|   | By:                              | /s/ Blair P. Mowery |   |
|   |                             | Blair P. Mowery, |
|   |                             | Chief Executive Officer |
|   |                             |
|   | LightWave Ablation Systems, Inc. |
|   |                             |
|   | By:                              | /s/ Gregory Brucker |   |
|   |                             | Gregory Brucker, President |
|   |                             |
|   |                             |
|   | /s/ Gregory Brucker              |   |
|   | Gregory Brucker                  |
|   |                             |
|   |                             |
|   | /s/ Robert Svenson, M.D.         |   |
|   | Robert Svenson, M.D.             |
|        |                                  |  |  |  |  |

 

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