10-K










EXHIBIT 10.12  



INTELLECTUAL
PROPERTY ASSIGNMENT AGREEMENT and SERVICES 
AGREEMENT TERMINATION  



THIS INTELLECTUAL PROPERTY ASSIGNMENT
AGREEMENT and SERVICES AGREEMENT TERMINATION (this “Agreement”) is
entered on March 29 2009, with an effect as of January 1, 2009 (this
“Effective Date”) by and between Acro Inc., a Nevada corporation
(“Acro”) and a wholly owned subsidiary of Acro, Acrosec Ltd., a company
organized under the laws of Israel (“Acrosec”). 



R E C I T A L S:  



	 	A.	Acro
is the owner of, and has the full legal right to develop and commercially
          exploit, certain IP (as hereinafter defined); 






	 	B.	Whereas,
on March 7, 2007, Acro and Acrosec entered into a services agreement           pursuant
to which Acrosec provided certain research and development,           manufacturing, and
management services to Acro (the “Services           Agreement”); 






	 	C.	Whereas
not much activity of a research and development to the Company’s           main
current products is expected; 






	 	D.	Whereas
Acro and Acrosec wish that the whole business activity shall be           conducted by
Acrosec and Acro will remain a holding company; 






	 	E.	Whereas
Acro and Acrosec wish to terminate the Services Agreement and the           services
provided thereunder; and 






	 	F.	Whereas
Acro wishes to transfer the IP to Acrosec pursuant to the terms provided           herein
and according to a value to be determined by an independent third-party
          appraiser. 






Accordingly, in consideration of the
premises and the mutual covenants contained in this Agreement, the parties agree as
follows: 



1. DEFINITIONS  



The following terms used in this
Agreement shall have the meaning indicated below:  




        “Patents” means
all patents and patent applications derived from, or in any way related to, claiming or
arising out of the Technology, including all divisions, continuations,
continuations-in-part, confirmations, registrations, reissues, renewals and extensions
thereof, that are filed or issued in any country of the world, owned by, licensed to or
to-be owned by Acro.  













        “Technology” means
all know how, intellectual property, inventions (whether or not patentable), discoveries,
processes, machines, manufactures, compositions of matter, improvements, techniques,
methods, ideas, concepts, procedures, formulas, designs, technical data, product
development data, software code, technology, secret processes, trade secrets, and any
other rights or interests thereon, including latter improvements thereon, relating to a
method of detecting a peroxide-based explosive in a sample suspected of consisting of or
comprising such explosive, which method comprises dissolving said sample in a suitable
organic solvent, contacting the solution with an aqueous solution of a strong acid
capable of decomposing said explosive to release hydrogen peroxide, and contacting the
resulting mixture with a peroxidase enzyme.  




        “IP” means
Patents and Technology.  




2.  IP SALE  



Subject to the terms of this
Agreement, Acro hereby irrevocably and unconditionally assigns, sells, transfers, conveys
and delivers to Acrosec, its successors and assigns, as of the Effective Date, in
perpetuity, the entire right, title and interest in and to the IP and all
intellectual property rights and other rights and privileges therein and relating
thereto, including, but not limited to, (i) the right to transfer and/or assign and the
right to recover and take all proceedings as may be necessary for the recovery of damages
or otherwise in respect of past, present and future infringement of the IP; and
(ii) any rights and obligations under the Cooperation and Licensing Agreement between Acro
and the Life Science Research Israel Ltd., dated October 28, 2007 (the
“Assignment”). 



3. IP
VALUE  



The Assignment shall be pursuant to
the value of the IP as will be determined by an independent third-party appraiser selected
by the parties. 



4. SERVICES
AGREEMENT TERMINATION  



4.1     As of
January 1, 2009 (the “Termination Date”), the Services Agreement shall
be deemed to have terminated and all the provisions of the Services Agreement shall, on
the Termination Date, have no force and effect and shall not survive the termination of
the Services Agreement, so that each of Acro and Acrosec shall be released and discharged
from all liabilities and obligations under the Agreement from the Termination Date.  



5.           MISCELLANEOUS  



5.1     Governing
Law. This Agreement shall be governed by and interpreted in accordance with the laws
of the State of Israel without reference to principles and laws relating to the conflict
of laws.  



5.2     Notices.
Any notice, consent or approval permitted or required under this Agreement shall be in
writing sent by facsimile, overnight courier or registered mail, and shall be addressed
to the addresses specified above or to any other address of which either party shall
advise the other in writing. Notices sent by facsimile shall be deemed to have been
received in the country of the recipient one business day after being transmitted.  



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5.3     Entire
Agreement. This Agreement sets forth the entire agreement and understanding between
the parties and supersedes all previous agreements, representations and understandings,
whether written or oral, between the parties with respect to the subject matter hereof.  



5.4     Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their successors and permitted assigns.  



IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and delivered on and as of
the date hereof. 



	Acro Inc.



By: /s/ Gadi Aner
——————————————

Gadi Aner
Chief Executive Officer and Chairman		







	

And by: /s/ Dan Elnathan
——————————————

Dan Elnathan
Director		






	Acrosec Ltd.



By: /s/ Gadi Aner
——————————————

Gadi Aner
Chief Executive Officer and Chairman		






	

And by: /s/ Dan Elnathan
——————————————

Dan Elnathan
Director		






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