Filed by sedaredgar.com - Mabcure Inc - Exhibit 10.2






INTELLECTUAL PROPERTY TRANSFER AGREEMENT


THIS AGREEMENT made effective as the 7th day of July, 2008.


BETWEEN: 


  
    
      INDIGOLEAF ASSOCIATES LTD., a corporation organized
        under the laws of the British Virgin Islands and having a place of business
        at c/o Quijano & Associates (BVI) Limited, P.O. Box 3159, Road Town,
        Tortola, British Virgin Islands 

      (herein called the "Assignor") 

    

  



OF THE FIRST PART 

AND: 


  
    
      MABCURE INC. (formerly SMARTEC HOLDINGS INC.),
        a corporation organized under the laws of the State of Nevada and having
        a place of business at 3702 South Virginia Street, Suite G12 – 401,
        Reno, Nevada 89502, USA 

      (herein called the "Assignee") 

    

  



OF THE SECOND PART 

WHEREAS: 

	A. 	
      The Assignor and the Assignee have entered into a letter
      agreement dated January 10, 2008 regarding, among other things, an
      intellectual property sale and the issuance of shares (the "Letter
      Agreement"); and

	 	 
	B. 	
      The Assignor and the Assignee wish to perfect in the
      Assignee all right, title and interest in the intellectual property
      contemplated in the Letter Agreement.



NOW THEREFORE, be it known that, for good and valuable
consideration, the receipt and sufficiency of which the parties hereby
acknowledge, the parties agree as follows: 

	1. 	
      Definitions

	 	 	 
		(a) 	
      Where used herein or in any amendment hereto, unless the
      context otherwise requires, each of the words and phrases set out in
      Schedule "B" attached hereto will have the meanings set forth
    therein.







2 

	2. 	
      Assignment and Waiver of Moral Rights

	 	 	 	 
		(a) 	
      The Assignor assigns absolutely and irrevocably to the
      Assignee, its successors and assigns, the Assignor's entire right, title,
      and interest throughout the world in the Transferred Intellectual
      Property.

	 	 	 	 
		(b) 	
      The Assignor, for itself, its officers, directors,
      shareholders, consultants, employees and agents and all others involved in
      the creation of the Transferred Intellectual Property, hereby irrevocably
      and in perpetuity waives, in favour of the Assignee and its successors and
      assigns, all moral rights in and to the Transferred Intellectual Property,
      including, without limitation: (i) the right to restrain or claim damages
      for any distortion, mutilation or other modification of the Transferred
      Intellectual Property or any part thereof whatsoever; (ii) the right to be
      associated with the Transferred Intellectual Property; and (iii) the right
      to restrain use or reproduction of the Transferred Intellectual Property
      in any context and in connection with any product or service. This waiver
      will be binding upon the heirs, executors, administrators, assigns and
      personal representatives of the Assignor, its officers, directors,
      shareholders, consultants, employees and agents and all others involved in
      the creation of the Transferred Intellectual Property.

	 	 	 	 
	3. 	
      Further Assurances

	 	 	 	 
		(a) 	
      After Closing, as and so often as the Assignee may
      require, the Assignor will, at the expense of the Assignee, execute and
      deliver to the Assignee, all such further documents, do or cause to be
      done all such further acts and things, and give all such further
      assurances as in the opinion of the Assignee or its counsel are necessary
      or advisable to give full effect to the provisions and intent of this
      Agreement.

	 	 	 	 
		(b) 	
      Without limiting the foregoing, the Assignor will, at
      Assignee’s expense:

	 	 	 	 
			(i) 	
      execute and deliver to the Assignee all documents that
      may be necessary or desirable to perfect the Assignee's claim to the
      Transferred Intellectual Property, including executing and delivering
      additional applications and assignments;

	 	 	 	 
			(ii) 	
      execute and deliver to the Assignee all documents that
      may be necessary or desirable in connection with any interference,
      conflict or opposition proceeding relating to the Transferred Intellectual
      Property and co-operate with the Assignee in every way possible in
      obtaining evidence and going forward with such interference, conflict or
      opposition proceeding;

	 	 	 	 
			(iii) 	
      testify in any legal proceeding relating to the
      Transferred Intellectual Property; and

	 	 	 	 
			(iv) 	
      generally do everything possible to aid the Assignee, its
      successors and assigns, to obtain and enforce its right, title and
      interest in the Transferred Intellectual
Property.







3 

	 	(c) 	
      The Assignor authorizes and requests that any and all
      intellectual property offices issue to the Assignee any and all letters
      patent, grants of rights, certificates of registration or the like
      pertaining to the Transferred Intellectual
Property.




	4. 	
      Representations and Warranties

	 	 	 
		(a) 	
      The Assignor represents and warrants that it has the full
      authority to assign the Transferred Intellectual Property free and clear
      of any material charges, encumbrances, liens or claims and that it has not
      executed and will not execute any conflicting agreement.

	 	 	 
		(b) 	
      The Assignor represents and warrants that it has the full
      authority to waive all moral rights in the Transferred Intellectual
      Property on behalf of itself, its officers, directors, shareholders,
      consultants, employees and agents, and all others involved in the creation
      of the Transferred Intellectual Property.

	 	 	 
	5. 	
      Assets at Risk

	 	 	 
		(a) 	
      The Transferred Intellectual Property will be at the risk
      of the Assignor up to the Closing.

	 	 	 
	6. 	
      Non-Disclosure

	 	 	 
		(a) 	
      The Assignor, for itself, its officers, directors,
      shareholders, consultants, employees and agents agrees that, except with
      the Assignee’s express prior written consent, they each will not
      disseminate, disclose or use, or knowingly allow, permit or cause others
      to disseminate, disclose or use any of the Transferred Intellectual
      Property.

	 	 	 
	7. 	
      Damages Inadequate

	 	 	 
		(a) 	
      The Assignor acknowledges that damages at law may be an
      inadequate remedy for a breach or threatened breach of this Agreement and
      hereby agrees that, in the event of a breach or threatened breach of any
      provision hereof, the Assignee’s rights and Assignor’s obligations
      hereunder will be enforceable by specific performance, injunction, or
      other equitable remedy.

	 	 	 
	8. 	
      Assignment of Agreement

	 	 	 
		(a) 	
      This Agreement and the rights, duties, and obligations of
      the Assignor hereunder will not be assigned without the prior written and
      unfettered consent of the Assignee.

	 	 	 
	9. 	
      Time of the Essence

	 	 	 
		(a) 	
      Time is of the essence of this
  Agreement.







4 

	10. 	
      Laws and Courts

	 	 	 
		(a) 	
      This Agreement will be governed and interpreted in
      accordance with the laws of the State of New York. All disputes arising
      under this Agreement will be referred to the courts of the State of New
      York which will have jurisdiction, but not exclusive jurisdiction, and
      each party hereto irrevocably submits to the non- exclusive jurisdiction
      of such courts.

	 	 	 
	11.	Execution


		(a) 
	
      The parties hereby adopt the mark as a seal and its placement next to a signature
        of a party is conclusive evidence that such party is bound by the terms
        of this Agreement without any further consideration. 

	 	  	
       

		(b) 	
      This Agreement may be executed in several counterparts,
      each of which will be deemed to be an original and all of which will
      together constitute one and the same instrument. 



IN TESTIMONY WHEREOF, we have hereunto set our hands.






 




5 


  	AGREED TO BY
        THE ASSIGNOR: 	  
	
 INDIGOLEAF ASSOCIATES LTD.                                                                                       
        

        (Name of Assignee) 	
 British Virgin Islands                                                  
        

        (Jurisdiction of Incorporation) 
	 
 /s/ Elisha Orr

        (Authorized Signatory)                                                 

                                                                                                                              
                               
        
 Elisha Orr 

        (Printed Name) 
 
 First Director 

        (Title) 
 
	
 
 
 
 15 April, 2008 

        (Date) 
 
 
 

	c/o Quijano & Associates (BVI) Limited,
        P.O. Box 3159, Road Town, Tortola, BVI 

        (Address of Assignor) 

	WITNESS: 
 

        On this 15 day of April, 2008, before me personally appeared 
 

        Dr. ELISHA ORR, an authorized signatory of the Assignor 
 

        who executed the foregoing instrument as the Assignor. 
 
 Dr.
        Raphael Yahel 

        (Name of Witness)
 
 
 /s/ Raphael Yahel 

        (Signature of Witness) 
 
 
 Burla 50 Tel Aviv 69364, Israel
        

        (Address of Witness) 	
 
 
 
 
 
 
 
 
 
 
 









6 


  	ACCEPTED BY THE
        ASSIGNEE: 	  
	MABCURE INC.                                                                                                          
        

        (Name of Assignee) 	Nevada, USA                                                           
        

        (Jurisdiction of Incorporation) 
	/s/ Yapp Moi Lee 

        (Authorized Signatory)                                          

                                                                                                                              
              

        Yapp Moi Lee 

        (Printed Name) 
 
 President 

        (Title) 
	
 
 
 April 15, 2008 

        (Date) 
 
 

	
 3702 South Virginia Street, Suite G12 – 401,
        Reno, Nevada 89502-6030, USA 

        (Address of Assignee) 
 

	WITNESS: 
 

        On this 15th day of April, 2008, before me personally appeared 
 

        Yapp Moi Lee, an authorized signatory of the Assignee 
 

        who executed the foregoing instrument as the Assignee. 
 
 Pua
        Soo Siang 

        (Name of Witness) 
 
 

        /s/ Pua Soo Siang 

        (Signature of Witness) 
 
 
 3702 South Virginia Street, #C-12
        – 401, Reno, NV 89502 

        (Address of Witness) 	
 
 
 
 
 
 
 
 
 
 
 









SCHEDULE "A" 

Specifically Scheduled Intellectual Property


The Transferred Intellectual Property will include: 

	1. 	
      All laboratory records associated with the generation of
      monoclonal antibodies, from any person or persons, including, but not
      limited to, laboratory notebooks, supporting materials, all experiments
      including protocols and testing results, and all other scientific and
      related notes and records.

	 	 	 
	2. 	
      All laboratory records as described in Item 1. above,
      data, descriptions and materials, whether in written, audio, audio visual,
      CD, or any other medium relating to the generation of monoclonal
      antibodies.

	 	 	 
	3. 	
      All developed or otherwise derived antibodies, all
      relevant know how to create such antibodies, any hybridomas, any other
      derivations, in whatever format, relating to the generation of monoclonal
      antibodies.

	 	 	 
	4. 	
      All storage and related equipment owned containing any
      items described in Item (3) above.

	 	 	 
	5. 	
      A record, in whatever form, listing or describing, in
      detail, approximately 5,000 "hybridoma libraries", which produce
      antibodies to any and all cancers, or other disease states, human or
      animal, including but not limited to, melanoma, ovarian carcinoma and
      prostate carcinoma.

	 	 	 
	6. 	
      Specific developments, documented or otherwise,
      pertaining to "cancer-specific Mabs" including:

	 	 	 
		(a) 	
      A hybridoma (Mel 260) producing specific anti-melanoma
      antibody that is universal to all melanomas tested to date.

	 	 	 
		(b) 	
      Two screened hybridomas producing antibodies specific to
      prostate carcinoma.

	 	 	 
		(c) 	
      Two screened hybridomas producing antibodies specific to
      ovarian carcinomas.

	 	 	 
	7. 	
      Any and all test data, results, clinical outcomes,
      in-vitro or otherwise, resulting from data or results obtained in Item 6.
      above, or any other results obtained from the generation of monoclonal
      antibodies. This, to specifically include results obtained from the use of
      the antibodies described above for screening (OVCA) and histopathology of
      clinical specimens (skin and ocular melanoma).







SCHEDULE "B" 

Definitions

	1. 	
      "Closing" means the closing of the purchase
      and sale contemplated by the Letter Agreement.

	 	 	 	 
	2. 	
      "Intellectual Property" means

	 	 	 	 
		(a) 	
      all computation and processing means,
including:

	 	 	 	 
			(i) 	
      all software programs (including source code, object code
      and all related applications and data files), whether now owned, licensed
      or leased, designed for use on computers and electronic data processing
      hardware;

	 	 	 	 
			(ii) 	
      all firmware associated therewith;

	 	 	 	 
			(iii) 	
      all documentation (including flow charts, logic diagrams,
      manuals, guides and specifications) with respect to such software and
      firmware described in the preceding clauses 2(a)(i) through 2(a)(ii);
      and

	 	 	 	 
			(iv) 	
      all rights with respect to all of the foregoing,
      including, without limitation, any and all copyrights, licenses, options,
      warranties, service contracts, program services, test rights, maintenance
      rights, support rights, improvement rights, renewal rights and
      indemnifications and any substitutions, replacements, additions or model
      conversions of any of the foregoing;

	 	 	 	 
		(b) 	
      all copyrights and all mask works, whether statutory or
      common law, registered or unregistered, now or hereafter in force
      throughout the world including, without limitation, all right, title and
      interest in and to all copyrights and mask works registered in the United
      States Copyright Office or anywhere else in the world, and all
      applications for registration thereof, whether pending or in preparation,
      all copyright and mask work licenses, the right to sue for past, present
      and future infringements of any thereof, all rights corresponding thereto
      throughout the world, all extensions and renewals of any thereof and all
      proceeds of the foregoing, including licenses, royalties, income,
      payments, claims, damages and proceeds of suit;

	 	 	 	 
		(c) 	
      all patent rights, including:

	 	 	 	 
			(i) 	
      all letters patent and applications for letters patent
      throughout the world, including all patent applications in preparation for
      filing anywhere in the world;

	 	 	 	 
			(ii) 	
      all patent licenses;







- 2 - 

	 	(iii) 	
      all priority claims, reissues, divisions, continuations,
      continuations-in-part, extensions, renewals and re-examinations of any of
      the items described in clauses 2(c)(i) and 2(c)(ii);

	 	 	 
	 	(iv) 	
      all proceeds of, and rights associated with, the
      foregoing (including license royalties and proceeds of infringement
      suits), the right to sue third parties for past, present or future
      infringements of any patent or patent application, and for breach or
      enforcement of any patent license, and all rights corresponding thereto
      throughout the world;




	 	(d) 	
      all trademark rights, including:

	 	 	 	 
	 		(i) 	
      all trademarks, trade names, corporate names, company
      names, business names, fictitious business names, trade styles, service
      marks, certification marks, collective marks, logos, other source of
      business identifiers, prints and labels on which any of the foregoing have
      appeared or appear, designs and general intangibles of a like nature (all
      of the foregoing items in this clause 2(d)(i) being collectively called a
      "Trademark") now existing anywhere in the world, whether currently in use
      or not; all common law rights thereto, all registrations and recordings
      thereof and all applications in connection therewith, whether pending or
      in preparation for filing, including registrations, recordings and
      applications in the United States Patent and Trademark Office or in any
      office or agency of the United States of America or any State thereof or
      any foreign country;

	 	 	 	 
	 		(ii) 	
      all Trademark licenses;

	 	 	 	 
	 		(iii) 	
      all priority claims, reissues, extensions or renewals of
      any of the items described in clauses 2(d)(i) and 2(d)(ii);

	 	 	 	 
	 		(iv) 	
      all of the goodwill of the business connected with the
      use of, and symbolized by the items described in, clauses 2(d)(i) through
      2(d)(iii); and

	 	 	 	 
	 		(v) 	
      all proceeds of, and rights associated with, the
      foregoing, including any claim against third parties for past, present or
      future infringement or dilution of any Trademark, Trademark registration
      or Trademark license, or for any injury to the goodwill associated with
      the use of any such Trademark or for breach or enforcement of any
      Trademark license; and

	 	 	 	 
	 	(e) 	
      all common law and statutory trade secrets and all other
      confidential or proprietary or useful information and all know-how
      obtained by or used in or contemplated at any time for use in the
      generation of monoclonal antibodies business of the Assignor (all of the
      foregoing being collectively called a "Trade Secret"), whether or not such
      Trade Secret has been reduced to a writing or other tangible form,
      including all documents and things embodying, incorporating or referring
      in any way to such Trade Secret, all Trade Secret licenses, and including
      the right to sue for and to enjoin and to collect damages for the actual
      or







- 3 - 

	 		
      threatened misappropriation of any Trade Secret and for
      the breach or enforcement of any such Trade Secret license; and

	 	 	 
	 	(f) 	
      all books, records, ledger cards, files, correspondence,
      computer programs, tapes, disks and related data processing software,
      samples, libraries, specimens, assays, antibodies and storage media or
      equipment that evidence or contain information relating to any of the
      above or are otherwise necessary in the realization
  thereupon.




	3. 	
      "Transferred Intellectual Property" means
      all of the Assignor’s Intellectual Property for the rapid and efficient
      generation of monoclonal antibodies against desired antigens as described
      in Schedule "A" attached hereto.