implantable_8k-ex1004.htm


    Exhibit 10.4

     

    



    ASSIGNMENT OF
PATENT

    


    THIS ASSIGNMENT OF PATENT (the “Assignment”) is made,
executed and delivered as of this 28th day of
July, 2008, by and among Implantable Vision, Inc., a Utah corporation (“Assignor”), and BT
Acquisitions, Inc., a Colorado corporation (“Assignee”).

    


    W I T N E S S E T H

    


    WHEREAS, Assignor is the sole
owner of the entire right, title and interest in and to the inventions,
applications for Letters Patent, and Letters Patent listed on Exhibit A attached
hereto in all countries throughout the world; and

    


    WHEREAS, Assignee is desirous
of securing Assignor’s entire right, title and interest in and to the
inventions, applications for Letters Patent and Letters Patent listed on Exhibit A attached
hereto, as well as any applications for Letters Patent that may lawfully be
filed for such inventions in all countries throughout the world, and any Letters
Patent issuing from such applications.

    


    NOW, THEREFORE, be it known
that for good and valuable consideration, hereby acknowledged to have been
received by Assignor, the parties hereby agree that Assignor has sold, assigned,
transferred, and set over, and does hereby sell, assign, transfer, and set over
unto Assignee, its lawful successors and assigns, Assignor’s entire right,
title, and interest in and to the inventions listed on Exhibit A, together
with any patent application which has been or may hereafter be filed thereon,
and/or issued patent and all divisions, continuations, continuations-in-part,
substitutes and renewals thereof, and all Letters Patent of the United States
which may be granted thereon, and all extensions, renewals, reissues and
re-examinations thereof, and all choses in action which may be based thereon,
and all rights to claim and contest priority on the basis of any such
application, and all applications for Letters Patent which have been or may
hereafter be filed for these inventions in any foreign country and all Letters
Patent which have been or may hereafter be granted on these inventions in any
foreign country, and all extensions, renewals, reissues and re-examinations
thereof; and Assignor hereby authorizes and requests the Commissioner of Patents
of the United States and any official of any foreign country whose duty it is to
issue patents on applications as described above, to issue all Letters Patent
for these inventions to Assignee, its successors and assigns, and/or to assign
already issued Letters Patent to Assignee in accordance with the terms of this
Assignment;

    


    AND, Assignor HEREBY covenants
that Assignor has the full right to convey the interest assigned by this
Assignment, has not conveyed any interest or right in or to the inventions,
applications for Letters Patent and Letters Patent to any third party, and
Assignor has not executed and will not execute any Agreement in conflict with
this Assignment;

    


    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    AND, Assignor HEREBY further
covenants and agrees that Assignor will, without further consideration,
communicate with Assignee, its successors and assigns, any facts known to
Assignor respecting these inventions, and testify in any legal proceeding, sign
all lawful papers when called upon to do so, execute and deliver any and all
papers that may be necessary or desirable to perfect the title to these
inventions, applications for Letters Patent and Letters Patent in said Assignee,
its successors and assigns, execute all divisional, continuation, and reissue
applications, make all rightful oaths and generally do everything possible to
aid Assignee, its successors, and assigns, to obtain and enforce proper patent
protection for these inventions, applications for Letters Patent and Letters
Patent in the United States and any foreign country, it being understood that
any expense incident to the execution of such papers shall be borne by Assignee,
its successors and assigns.

    


    [remainder
of page intentionally left blank; signature page follows]

     

     

     

     

     

     

     

     

     

     

     

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    


    IN TESTIMONY WHEREOF, an
authorized representative of Assignor and Assignee have each hereunto set their
hands this 28th day of
July, 2008.

    


    


    
      	 
      	
              IMPLANTABLE
      VISION, INC.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:
      /s/ Bryan
      Bulloch                           
      

            
	 
      	
              Name:
      Bryan Bulloch

            
	 
      	
              Title:
      President and Chief Financial Officer

            
	 
      	 
      
	 
      	 
      
	 
      	
              BT
      ACQUISITIONS, INC.

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              By: /s/ George
      Rozakis                           
      

            
	 
      	
              Name:    George
      Rozakis

            
	 
      	
              Title:    President

            


    

    


     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    


    ACKNOWLEDGEMENT
BY NOTARY PUBLIC:

    


    STATE OF
TEXAS       
                     )

    )           ss.:

    COUNTY
OF                                         )

    


    On the 29th day of July, in the year
2008 before me, the undersigned, personally appeared Bryan Duvall Bulloch,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual (s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person(s) upon behalf of which the individual(s) acted,
executed the instrument.

    


    


     

    
       

      
        	 	
                /s/
      T. Sharp            

                Notary
      Public

                My
      Commission Expires:

              


      

       

    

     

    SEAL

    T. Sharp

    Notary
Public

    State of
Texas

    Comm Exp.
10-05-2011


    


    


    
      STATE OF
NEW
YORK                     )

      )           ss.:

      COUNTY
OF                                         )



    On the 29 day of July, in the year 2008
before me, the undersigned, personally appeared George W. Rozakis, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual (s) whose name(s) is (are) subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person(s) upon behalf of which the individual(s) acted,
executed the instrument.

    


     

     

    
      	 	
              /s/
      Sandy A. Tollett        

              Notary
      Public

              My
      Commission Expires:

            


    

    


    SEAL

    Sandy A.
Tollett, Notary

    State of
Ohio

    My Commission
Expires: 3/30/10


    


    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    
      EXHIBIT
A

      


      List of
Inventions

      


      INVENTIONS

      


      Title                                           Inventor(s)

      


      


      PATENT
APPLICATIONS

      


      
        	
                Title

              	
                Filing
      Date

              	
                Japanese Application
      No.

              
	 
      	 
      	 
      
	 
      	 
      	
                2001-51980

              
	 
      	 
      	
                10-519657

              
	 
      	 
      	
                2002-508351

              
	 
      	 
      	
                2001-548033

              
	 
      	 
      	 
      
	 
      	 
      	
                United States
      Application No.

              
	
                Posterior
      Chamber Phakic Intraocular Lens

              	
                11/12/2006

              	
                10/988,157

              
	
                Posterior
      Chamber Phakic Intraocular Lens

              	
                12/11/2006

              	
                11/637,475

              
	
                Multifocal
      Phakic Intraocular Lens

              	
                7/27/2007

              	
                11/829615

              
	
                Posterior
      Chamber Phakic Intraocular Lens

              	
                9/19/2007

              	
                11/857,476

              
	
                Posterior
      Chamber Phakic Intraocular Lens

              	
                10/19/2007

              	
                11/875,402

              


      

      


      


      PATENTS

      


      
        	
                Title

              	
                Issue
      Date

              	
                Serial
      No.

              
	 
      	 
      	 
      
	
                Floating
      phakic refractive lens design for preserving eye dynamics

              	 
      	
                US
      6706066

              
	
                Self-centering
      phakic intraocular lens

              	 
      	
                US
      6015435

              
	
                Self-centering
      phakic intraocular lens

              	 
      	
                US
      6428574

              
	
                Anatomically
      compatible posterior chamber phakic refractive lenses

              	 
      	
                US
      6506212

              
	
                Methods
      of surface treatment for enhancing the performance of a floating phakic
      refractive lens design

              	 
      	
                US
      6638307

              
	 
      	 
      	 
      


      

      


    

     

     

    5