EXHIBIT 10.24  



	Deed of Assignment
	

	Dated:        [24] November 2004





Parties


	1.
	ARUBA INTERNATIONAL PTY LIMITED (ACN 067 390 783) of Rocklea, Queensland, Australia (Aruba Aust)



	2.
	ARUBA INTERNATIONAL BV (18075034) of Jacob van Lennep Kade tegenover 63, 1054 ZH, Amsterdam, Netherlands (Aruba
BV) 





Recitals  


	A.
	Aruba
Aust is the owner of all of the right, title and interest in certain Licensed Patents and Licensed Inventions relating to the alterations in the lipid structure of biological
material.



	B.
	In
December 1999, Aruba Aust entered, as Licensor, into an Intellectual Property License Agreement (Agreement) with Lipid
Sciences, Inc. of California, United States of America (Lipid), as Licensee.



	C.
	Under
the Agreement, Aruba Aust granted to Lipid an exclusive licence under the Licensed Patents, and to the Licensed Invention, to make, use, import, offer to sell, and sell
compositions of matter, methods and processes which are covered under the Licensed Patents, and\or which are encompassed by the Licensed Invention, in any and all Fields of Use, with the right to
grant sublicenses.



	D.
	Aruba
Aust now wishes to assign to Aruba BV all rights, title, interest and obligations in the intellectual property licensed to Lipid under the Agreement in accordance with the terms
of this Deed.



	E.
	Under
the Agreement, notice of the assignment must be given to Lipid. 



Operative Part  


	1.
	All
definitions contained in the Agreement and not defined herein are incorporated into this Deed as if they were fully recited herein.



	2.
	Aruba
Aust assigns and transfers absolutely and without reservation to Aruba BV all right, title, interest and obligations in the intellectual property licensed to Lipid under the
Agreement, including its entire right, title and interest in the:



	(a)
	United
States Patents and any continuation, continuation-in-part, divisional, reexamined, or reissued patent related thereto;



	(b)
	Australian
Patent and any continuation, continuation-in-part, divisional, reexamined, or reissued patent related thereto;



	(c)
	Other
Patent Applications and any continuation, continuation-in-part, divisional, reexamined, or reissued patent related thereto;



	(d)
	Licensed
Patents and any continuation, continuation-in-part, divisional, reexamined, or reissued patent related thereto;



	(e)
	Licensed
Invention; and 





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	(f)
	Licence
granted by Aruba Aust to Lipid under the Agreement and subject to the assignment and transfer of this Section 2. Exhibit A to this Deed lists each patent and
patent application licensed to Lipid under the Agreement.






	3.
	Aruba
Aust warrants that at the date of this Deed:



	(a)
	it
is not in breach of any of its obligations under the Agreement;



	(b)
	so
far as it is aware, there is no basis for a third party to make a claim against it in the terms set out in clause 7.3 of the Agreement;



	(c)
	Aruba
Aust is the exclusive owner of the entire and unencumbered right, title and interest in and to the intellectual property assigned and transferred to Aruba BV pursuant to this
Deed, other than such right of Lipid pursuant to the Agreement; and



	(d)
	there
is no basis for any third party to make a claim against any of the intellectual property assigned and transferred to Aruba BV pursuant to this Deed, including any such claim
that may arise as a result of any dissolution of Aruba Aust.






	4.
	Aruba
BV covenants and agrees that it:



	(a)
	hereby
assumes all obligations, duties and liabilities of Aruba Aust under the Agreement; and



	(b)
	will
perform, comply with and be bound by, from the date of this Deed, all of the terms, covenants, agreements and provisions of the Agreement made in favour of Lipid. By way of
example and not limitation, Aruba BV acknowledges that it is obliged to:



	i.
	give
notice to Lipid under clause 12.2 of the Agreement; and



	ii.
	comply
with the provisions as to waiver and modification of the Agreement in clause 12.5 of the Agreement.









	5.
	Aruba
Aust covenants and agrees that it shall remain liable for any and all claims arising under the Agreement irrespective of whether such claim or claims arise prior to, upon or
after the assignment effected hereby. Aruba Aust covenants and agrees that it will guarantee the performance of Aruba BV under the Agreement.



	6.
	Aruba
Aust agrees to do all things necessary to comply with the laws of California in order to give notice of the assignment to Lipid.



	7.
	The
parties hereto agree that Lipid is a third party beneficiary to this Deed. 



Executed as a Deed:  



	Executed by	)	 
	ARUBA INTERNATIONAL	)	 
	PTY LTD in accordance with	)	 
	section 127 the Corporations Act	)	 
	

/s/  TANIA CHASE      
 Secretary	
 	

/s/  BILL CHAM      
 Director




2







 


	Executed by	 	)	 	 
	ARUBA INTERNATIONAL BV	 	)	 	 
	(18075034) in accordance with its	 	)	 	 
	constituent document	 	)	 	 
	

/s/  TANIA CHASE      
 Secretary	
 	

/s/  BILL CHAM      
 Director




3







 


	Acknowledged and Agreed:	)	 	 
	
LIPID SCIENCES, Inc	
)	

 	
 
	

/s/  S. LEWIS MEYER      
 Name: S. Lewis Meyer

Title: President/CEO	
 	

 	
 




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Exhibit A  



Australian
Patent No. 693458 entitled "A Plasma Delipidation System"; 



United
States Patent No. 5,744,038, entitled "Solvent Extraction Methods for Delipidating Plasma"; 


United
States Reissue Patent No. RE 37584 entitled "Solvent Extraction Methods for Delipidating Plasma"; 


Canadian
Patent Application No. 2,168,470 entitled "A Plasma Delipidation System"; 


European
Patent No. 0710126 entitled "A Plasma Delipidation System"; 


Japanese
Patent No. 3568953 entitled "A Plasma Delipidation System"; 


Japanese
Divisional Patent Application No. 2004-57809 entitled "A Plasma Delipidation System"; 



Australian
Patent No. 695826 entitled "Treatment for Cardiovascular and Related Diseases"; 


United
States Patent No. 5,911,698 entitled "Treatment for Cardiovascular and Related Diseases"; 


United
States Reissue Patent Application No. 09/879,002 entitled "Treatment for Cardiovascular and Related Diseases"; 


Canadian
Patent Application No. 2,208,059 entitled "Treatment for Cardiovascular and Related Diseases"; 


European
Patent Application No. 95941995.3 entitled "Treatment for Cardiovascular and Related Diseases"; 



Japanese
Patent Application No. 8-519368 entitled "Treatment for Cardiovascular and Related Diseases"; 


Australian
Patent No. 594964 entitled "Autologous Plasma Delipidation Using a Continuous Flow System"; 


United
States Patent No. 4,895,558 entitled "Autologous Plasma Delipidation Using a Continuous Flow System"; 


Australian
Patent Application No. 24930/01 entitled "A Method of Treating Infectious Diseases"; 


Canadian
Patent Application No. 2,395,125 entitled "A Method of Treating Infectious Diseases"; 



Indian
Patent Application No. PCT/2002847 entitled "A Method of Treating Infectious Diseases"; and 


South
African Patent No. 2002/5327 entitled "A Method of Treating Infectious Diseases". 



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