CONFIDENTIAL







 


PATENT RIGHTS PURCHASE AND ASSIGNMENT
AGREEMENT


 


This Patent
Rights Purchase and Assignment Agreement (the "Agreement") is entered into as of May 28, 2013 (the “Effective
Date”), by and between Medicsight Inc., a corporation organized under the laws of New York, United States, with principal
place of business at 500 Mamaroneck Avenue, Suite 204, Harrison, NY 10528, United States of America (“Seller”),
and Samsung Electronics Co., Ltd., a Korean corporation, with principal place of business at 129, Samsung-ro (Maetan-dong), Yeongtong-gu,
Suwon-si, Gyeonggi-do, 443-742, Republic of Korea (“Buyer”) (each of Seller and Buyer a “Party”,
collectively, “Parties”).


 


WHEREAS, Seller owns
certain patent applications, patents, and/or related foreign patents and applications;


 


WHEREAS, Buyer desires
to acquire the entire and exclusive right, title, and interest in and to the Assigned Patents and the underlying inventions described
therein, in the United States and throughout the world; and


 


WHEREAS, Seller is
willing to assign to Buyer all right, title, and interest in and to the Assigned Patents, and the underlying inventions described
therein, in the United States and throughout the world.


 


Now
therefore, in consideration of the premises and covenants herein contained, Buyer and Seller agree as follows:


 


 


		Section 1.	Assignment



 





		1.1	Seller hereby assigns, transfers and conveys to Buyer, and Buyer hereby
accepts, all right, title, and interest throughout the world in and to: (a) the issued patents and pending patent applications
identified on Schedule 1 to Exhibit A attached hereto (the "Assigned Patents"),
(b) all issued patents, rights to inventions and pending and future applications for patents under U.S. law or regulation or of
any foreign country with respect to the patentable inventions from which such Assigned Patents arise or relate, including without
limitation utility patents, utility models, design patents, invention certificates, continuations, divisionals, continuations-in-part,
reexaminations, reissues, extensions and renewals, in all countries of the world; (c) all causes of action (whether known or unknown
or whether currently pending, filed or otherwise) and other enforcement rights under or on account of, subcategories (a) and (b),
including, without limitation, all causes of action and other enforcement rights for damages, injunctive relief, and any other
remedies of any kind for past, current and future infringement; and (d) all rights to collect royalties or other payments under
or on account of the Assigned Patents and any of the foregoing subcategories (b) and (c) 
(subcategories (a), (b), (c) and (d), collectively, the “Assigned Patent Rights”), in accordance with the Assignment
attached as Exhibit A hereto (the “Assignment”).



 


		1.2	Seller shall, after payment of the consideration specified in Section 2.1 below, execute, verify,
acknowledge, have authenticated and deliver all such further documents, including instruments of transfer and assignment papers,
that Buyer may reasonably require and deliver to Buyer to implement the assignments in Section 1.1 above and/or the Assignment
as needed to vest title to the Assigned Patent Rights in Buyer. Executed, verified, acknowledged, and authenticated Assignment
shall be delivered within ten (10) days after payment of the consideration. An electronic version shall be sent within three (3)
days after payment of the consideration.



 






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		1.3	Within five (5) days of the Effective Date, Seller shall deliver to Buyer: (a) the complete prosecution
files for the Assigned Patents; (b) the invention disclosures and other documents describing or relating to the invention for the
Assigned Patent Rights; (c) all agreements assigning ownership of the Assigned Patent Rights from the inventors and/or prior owners
to Seller; (d) all licenses and other agreements relating to the Assigned Patent Rights; (e) any other documents relating to the
ownership, preparation, prosecution, maintenance, defense, filing, issuance, registration, assertion, use, or enforcement of the
Assigned Patent Rights; and (f) the docket for the Assigned Patents, including contact information for prosecution counsel and
information relating to deadlines, payments, and filing. To the extent any such documents are kept in electronic form, Seller shall
work with Buyer to deliver the information in a format reasonably acceptable to the Parties. Privileged documents will not be included
but can be inspected at the request of the Buyer in the offices of RGC Jenkins or by electronic access.



 


		1.4	(a)   Seller agrees to cooperate with Buyer, at Buyer's expense (provided such expenses
are reasonable and preapproved in writing by Buyer, such approval not to be unreasonably withheld or delayed) except for the delivery
under Section 1.3, which shall be at Seller’s expense, after the Effective Date to provide all other files and documents
in its possession relating to the Assigned Patent Rights, and to perform such other acts and provide such assistance as Buyer lawfully
and reasonably may request to obtain, maintain, defend, or enforce the Assigned Patent Rights, including letters patent for the
Assigned Patents or inventions disclosed therein in any and all
countries. Further, in the event Buyer subsequently assigns any of the Assigned Patent Rights to any Buyer’s assignees, Seller
agrees to cooperate with such Buyer’s assignee at the Buyer's assignee’s expense after the date of such assignment
to perform such other acts and provide such assistance as the Buyer’s assignee lawfully and reasonably may request to obtain,
maintain, defend, or enforce the Assigned Patent Rights, including letters patent for the Assigned
Patents or inventions disclosed therein in any and all countries.




 


(b)        Seller
will at Buyer's expense (provided such expenses are reasonable and preapproved in writing by Buyer, such approval not to
be unreasonably withheld or delayed), and will cause its employees, consultants,
agents, representatives, and successors to, communicate with Buyer, its successors and assigns, any facts known to it respecting
the Assigned Patent Rights, and testify in any legal proceeding, including reexamination of the Assigned Patents and an infringement
or validity lawsuit related to the Assigned Patent Rights, sign all lawful papers when called upon to do so, execute and deliver
any and all papers that may be necessary or reasonably desirable to perfect title in Buyer, its successors or assigns or to enforce
the Assigned Patent Rights, execute all divisional, continuation, continuation-in-part, and reissue applications, make all rightful
oaths and generally do everything reasonably practicable to aid Buyer, its successors and assigns, to obtain in any country proper
protection and enforcement for the Assigned Patent Rights, it being understood that any expense incident to the preparation, negotiation
and execution of such papers or providing testimony shall be borne by the Buyer, its successors and assigns. 


 


(c)        To the extent any attorney-client
privilege or the attorney work-product doctrine applies to any documents relating to the Assigned Patent Rights that are retained
after Closing of the transactions herein under Seller’s or its representatives’ normal document retention policy, Seller
will ensure that such documents are not disclosed to any third party unless (i) disclosure is ordered by a court of competent jurisdiction,
after all appropriate appeals to prevent disclosure have been exhausted, and (ii) Seller gave Buyer prompt notice upon learning
that any third party sought or intended to seek a court order requiring the disclosure of any such documents.


 


(d)        If
Seller (or its representative) is in receipt of or receives after Closing an office action or other correspondence requiring response
from the patent office regarding any of the Assigned Patent Rights, Seller at Buyer's expense (provided such expenses are
reasonable and preapproved in writing by Buyer, such approval not to be unreasonably withheld or delayed) will
transfer such office action or correspondence to Buyer no later than fifteen (15) days after Closing or after Seller becomes aware
of such office action or correspondence, and reasonably assist Buyer in timely responding to such office action or correspondence.


 






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		Section 2.	Payment and Communication



 





		2.1	As consideration for the assignment of the Assigned Patent Rights, and subject to the conditions
set forth herein below, Buyer shall deliver to Seller (in accordance with
the payment instructions below) payment in the amount equal to One Million Five Hundred Thousand United States Dollars (US$1,500,000)
(the “Purchase Price”), inclusive of any applicable withholding taxes, within thirty (30) days following Buyer’s
receipt of an original, signed invoice from Seller. Seller shall provide such invoice after full execution of this Agreement. The
following are conditions precedent to Buyer’s obligation to pay the Purchase Price: 



 


		(a)	Buyer has received the documents set forth in Section 1.3 and has completed due diligence examination
of the Assigned Patent Rights to its reasonable satisfaction;



		(b)	Buyer is satisfied that none of Assigned Patents has expired, lapsed, been abandoned, or deemed
withdrawn except those that are listed in schedule 2; and



		(c)	Buyer is satisfied that Seller’s
representations and warranties contained in Section 3 are true and correct. 



 


Immediately after Buyer’s
delivery of payment of the Purchase Price to Seller, Seller shall execute and deliver to Buyer the Assignment, which Buyer may
record, at its election, and deliver to Buyer the original ribbon copy or certificate, as applicable, issued by the relevant jurisdiction
for each issued patent within the Assigned Patents. The closing (“Closing”) shall consist of the wiring of the Purchase
Price by Buyer to Seller and the delivery of the Assignment by Seller to Buyer.


 


		2.2	Payments under this Agreement shall be made via wire transfer, without deduction of taxes (other
than withholding taxes) or banking fees of any kind, per wire account information provided by Seller and set forth on the confidential
Exhibit B attached hereto. 



 


		2.3	Seller shall pay all taxes (including, without limitation, sales and value added taxes and withholding
taxes) imposed on Seller by the national government, and any state, local or other political subdivision thereof, of any country
in which Seller is subject to taxation, as the result of Buyer’s furnishing consideration hereunder. With respect to withholding
taxes on the consideration hereunder, Buyer shall withhold the amount of applicable withholding taxes from the Purchase Price and
transmit it to the appropriate tax authority. Buyer shall deliver to Seller a certification or other evidence of such withholding
tax payment after it receives such certification or other evidence from the appropriate tax authority. Such withheld amount shall
be treated for all purposes of this Agreement as having been paid to Seller.



 


		2.4	Notices and other communications relevant
to this Agreement or to any of the Assigned Patent Rights shall be sent by facsimile or by registered or certified mail or by electronic
transmission (e.g., e-mail) with proof or acknowledgment of receipt, to the following address, or to such other address as may
be given by notice hereafter, and shall be effective upon sending, if sent by facsimile or electronic transmission, as proven by
a fax confirmation page or e-mail receipt or acknowledgment, or upon receipt if sent by registered or certified mail, as proven
by a post office delivery receipt: 



 




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	For Seller:	Medicsight Inc.
	 	c/o Robert Ladd, CEO
	 	500 Mamaroneck Avenue, Suite 204
	 	Harrison, NY 10528
	 	United States of America
	 	Email: rladd@mgtci.com
	 	 
	 	 
	With a copy to:	Munich Innovation Group GmbH
	 	c/o Stefan Taing, Senior Partner
	 	von-der-Tann-Strasse 12
	 	80539 Munich
	 	Germany
	 	Fax Number: +49 89 4161 5984
	 	Email: st@munich-innovation.com
	 	 
	 	 
	For Buyer:	Samsung Electronics Co., Ltd.
	 	Attention: Vice President, IP Acquisition and Collaboration
	 	129, Samsung-ro (Maetan-dong)
	 	Yeongtong-gu, Suwon-si
	 	Gyeonggi-do, 443-742
	 	Republic of Korea
	 	Email: 
	 	Phone: 
	 	Fax: 


 


 


 




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		Section 3.	Representations, Warranties and Covenants



 





		3.1	Seller represents and warrants to Buyer that:



 


(a)        Seller
is a company duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation. Seller has
the full power and authority and has obtained all third party consents, approvals, and/or other authorizations required to enter
into this Agreement and to carry out its obligations hereunder, including, without limitation, the assignment of the Assigned Patent
Rights to Purchaser.


 


(b)        Except
as otherwise expressly provided in Exhibit C, Seller represents and warrants to Buyer that Seller owns all right, title,
and interest in and to the Assigned Patent Rights, including, without limitation, all right, title, and interest to sue for infringement
of the Patents. Seller has obtained and properly recorded previously executed assignments for the Assigned Patent Rights as necessary
to fully perfect its rights, interest and title therein in accordance with governing law and regulations in each respective jurisdiction.
The Assigned Patent Rights are free and clear of all liens, claims, mortgages, security interests or other encumbrances, and restrictions.
There are no existing or outstanding licenses, covenants not to sue, or promises or options to grant any license under the Assigned
Patent Rights. There are no existing contracts, options, commitments, or rights with, to, or in any person to acquire any of the
Assigned Patent Rights. There are no actions, suits, investigations, claims, or proceedings threatened, pending, or in progress
relating in any way to the Assigned Patent Rights.


 


(c)        All
maintenance fees, annuities, and the like due or payable on the Assigned Patents for which the deadline (including an initial deadline,
surcharge date or final deadline) for payment occurs on or before the date that is ten (10) calendar days after the Closing have
been timely paid. All fees and expenses relating to the Assigned Patents arising before the Closing (including attorneys’
fees) have been paid or will be paid by Seller. Seller shall continue to prosecute and maintain the Assigned Patents until the
Closing, including responding to any office actions or other correspondence requiring response from the patent office issued before
the Closing.


 


(d)        Neither
the execution and delivery of this Agreement and the Assignment, nor the assignment of the Assigned Patent Rights, will violate
or be in conflict with any provision of any applicable law binding upon or applicable to the Seller or any of the Assigned Patent
Rights; give rise to any right of termination, cancellation, increase in obligations, imposition of fees or penalties under, any
debt, note, bond, indenture, mortgage, lien, lease, license, instrument, contract, commitment or other agreement, or order, arbitration
award, judgment or decree, to which Seller is a party or by which Seller is bound or to which the Assigned Patent Rights are subject;
or result in the creation or imposition of encumbrances upon any of the Assigned Patent Rights.


 


(e)         No
consent, approval, order or authorization of, or registration, declaration or filing with, any governmental or regulatory authority
or third party is required in connection with the execution or delivery of this Agreement or Assignment or the consummation by
Seller of the transactions contemplated hereby (except for third party consents obtained as set forth in subsection (a) and disclosed
to Buyer). At no time during the conception of or reduction to practice of any of the inventions or technology underlying the Assigned
Patent Rights was any inventor, developer, or other contributor thereto operating under any grant from any governmental authority,
or performing research sponsored by any governmental authority or private source or other obligation with any third party.


 


(f)        None
of the Assigned Patent Rights has ever been found invalid or unenforceable for any reason in any administrative, arbitration, judicial
or other proceeding. Seller has not received any notice or information of any kind from any source suggesting that any of the Assigned
Patent Rights may be invalid or unenforceable.


 






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(g)        None
of the Assigned Patent Rights has been or is currently involved in any re-examination, reissue, interference proceeding, or any
similar proceeding, and Seller has not received any notice that such proceedings are pending or threatened.


 


(h)        None
of the Assigned Patent Rights is terminally disclaimed to another patent or patent application that is not an Assigned Patent Right.


 


(i)        All
listed inventors in the Assigned Patents are the only and rightful inventors of the inventions claimed in the Assigned Patents,
including as the term “inventor” is defined and interpreted under United States patent law. No third person or entity
has contributed to or participated in the conception and/or development of the inventions or Assigned Patents on behalf of Seller
or any of its predecessor-in-interest.


 


(j)        Seller
has not filed any lawsuit that claims infringement of any of the Assigned Patent Rights and has not initiated any enforcement action
or other legal proceeding with respect to any of the Assigned Patents.


 


(k)        To
Seller’s best knowledge, no product, composition or process claimed in any of the Assigned Patents or otherwise embodying
or utilizing the Assigned Patents has been found by a court or arbitration to infringe any other person’s intellectual property
rights.


 


(l)        Neither
Seller nor any of the inventors named in the Assigned Patents has engaged in any conduct, or omitted to perform any necessary act,
the result of which would invalidate any of the Assigned Patent Rights or hinder their enforcement as of the state of the law as
of the Closing.


 


(m)        If
“small entity” fees were paid by Seller to the United States Patent and Trademark Office for any Assigned Patents,
such reduced fees were then appropriate because the payor qualified to pay “small entity” fees at the time of such
payment and specifically had not licensed rights in any of the Assigned Patents to an entity that was not a “small entity.”


 


(n)        There
is no other invention and discovery that is owned or controlled by Seller and is necessary to practice the inventions and/or discoveries
described in the Assigned Patent Rights.


 


(o)        Neither
this Agreement nor the Assignment contains any untrue statement of a material fact or omits to state a material fact necessary
to make the statements herein or therein not misleading, in view of the circumstances in which they were made. Seller has provided
Buyer with or informed Buyer of all material information and challenges of which Seller has actual knowledge concerning the title,
validity, patentability, enforceability, and encumbrances of the Assigned Patent Rights.


 


Schedule 2 is excluded from the representations
and warranties above.


 


3.2        Seller agrees to defend, indemnify and hold harmless
Buyer from, against and in respect of any and all losses, suffered or incurred, directly or indirectly by Buyer by reason of, or
resulting from the breach of any representation or warranty contained in this Agreement or from Seller’s failure to perform
any covenant contained in this Agreement or in the Assignment.


 




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3.3        Buyer represents and warrants to
Seller that:


 


		(a)	Buyer is a company duly formed, validly
existing, and in good standing under the laws of the jurisdiction of its formation and that 



 


		(b)	Buyer has all requisite legal right, power,
and authority to execute, deliver, and perform this Agreement.



 


 


		Section 4.	Disclaimers and Limitations



 





		4.1	EXCEPT IN THE EVENT OF BREACH OF ANY OF THE PRIMARY WARRANTIES BY SELLER OR SELLER’S INTENTIONAL
MISREPRESENTATION, SELLER’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE PURCHASE PRICE SET FORTH IN PARAGRAPH
2.1 OF THIS AGREEMENT. BUYER’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE PURCHASE PRICE SET FORTH IN PARAGRAPH
2.1 OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS ON POTENTIAL LIABILITIES SET FORTH IN THIS PARAGRAPH 4.1 WERE
AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.



 


		4.2	EXCEPT IN THE EVENT OF SELLER’S INTENTIONAL MISREPRESENTATION, NEITHER PARTY WILL HAVE ANY
OBLIGATION OR LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND NOTWITHSTANDING ANY FAULT,
NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), REPRESENTATION, STRICT LIABILITY OR PRODUCT LIABILITY), FOR COVER OR FOR ANY INCIDENTAL,
INDIRECT OR CONSEQUENTIAL, MULTIPLIED, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES OR LOSS OF REVENUE, PROFIT, SAVINGS OR BUSINESS
ARISING FROM OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF A PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THESE EXCLUSIONS OF POTENTIAL DAMAGES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION
UNDER THIS AGREEMENT.



 


		4.3	The provisions of this Section 4 shall survive any termination
or expiration of this Agreement.



 


 


		Section 5.	Miscellaneous



 


		5.1	This Agreement shall not be binding upon the Parties until it has been signed herein below and
delivered by or on behalf of each Party. Buyer may assign this Agreement in connection with the assignment of the Assigned Patents
and/or Assigned Patent Rights. This Agreement shall be binding on, and shall inure to the benefit of, the Parties hereto and their
respective successors and assigns. No amendment or modification hereof shall be valid or binding upon the Parties unless made in
writing and signed as aforesaid.



 


		5.2	This Agreement will be interpreted, construed, and enforced in all respects in accordance with
the laws of the State of New York, without reference to its choice of law principles to the contrary. Seller will not commence
or prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement other than in the state or federal
courts located in New York. Seller irrevocably consents to the jurisdiction and venue of the courts identified in the preceding
sentence in connection with any action, suit, proceeding, or claim arising under or by reason of this Agreement.



 


		5.3	The headings of sections are inserted for convenience of reference only and are not intended to
be part of or to affect the meaning or interpretation of this Agreement.



 






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		5.4	Neither Party shall disclose the terms of this Agreement to any third party, without the prior
written consent of the other Party. This obligation is subject to the following exceptions: (a) disclosure is permissible if required
by government or court order, provided that the disclosing Party first gives the other Party prior written notice in order to enable
that Party to seek a protective order (or other equivalent protection) and such permissible disclosure is limited to the terms
legally required to be disclosed; (b) disclosure is permissible if otherwise required by law or any applicable securities exchange
rules or regulations, and such permissible disclosure is limited to the terms legally required to be disclosed; (c) each Party
may disclose this Agreement or its contents to the extent reasonably necessary, on a confidential basis, to its accountants, attorneys,
and financial advisors; (d) Buyer may disclose this Agreement or its contents to any potential licensees or assignees of the Assigned
Patents and/or Assigned Patent Rights, provided that all such potential licensees or assignees agree to the same terms of confidentiality
as set forth in this Section 5.4; (e) Buyer may disclose this Agreement or its contents in order to perfect Buyer’s interest
in the Assigned Patent Rights with any governmental patent office, or to enforce Buyer’s right, title and interest in and
to the Assigned Patent Rights; and (f) the Parties may disclose information related to the tax treatment or tax structure of the
transaction to the extent required by the relevant tax authorities.



 


		5.5	This Agreement, including the exhibits and schedules attached hereto, embodies the entire understanding
of and agreement between the Parties with respect to the Assigned Patent Rights and merges and supersedes all prior agreements,
understandings, negotiations, and discussions between the Parties. Neither Party shall be bound by any condition, definition, warranty,
understanding, or representation with respect to the subject matter hereof other than as expressly provided herein.



 


		5.6	This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature
pages by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by
any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same
effect as physical delivery of the paper document bearing an original signature.




 


		5.7	Nothing contained herein, or done in pursuance of this Agreement, will constitute the Parties entering
into a joint venture, partnership, or franchise or will constitute either Party hereto being the agent for the other Party for
any purpose or in any sense whatsoever.



 


		5.8	Neither Party shall be considered the author of this Agreement for the purpose of interpreting
any provision herein.



 


		5.9	Each Party acknowledges that it has reviewed this Agreement, including Exhibit A attached
hereto, and all related agreements, with its own legal, financial and tax advisors, and has not relied on the other Party or any
of the other Party’s advisors with respect to such matters.



 


		5.10	If any section of this Agreement is found by competent authority to be invalid, illegal or unenforceable
in any respect for any reason, the validity, legality and enforceability of any such section in every other respect and the remainder
of this Agreement shall continue in effect so long as the Agreement still expresses the intent of the Parties.



 


 


 




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IN WITNESS WHEREOF,
the Parties hereto have caused this Agreement to be executed as of the Effective Date. The individuals signing for the Parties
represent and warrant that he or she has authority to sign for and enter into this Agreement on behalf of the respective Parties.


 


 





	
        SELLER:

         

        Medicsight Inc.

         

         

         

        By:________________________________

         

        Name: Robert Ladd

         

        Title: Chief Executive Officer

         

        Date:________June 4, 2013________

         
	
        BUYER:

         

         

         

         

         

        By:_______________________________

         

        Name:___Hosik Jang __________

         

        Title:_____Vice President_______

         

        Date:____May 28, 2013_____________



 


 




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Exhibit
A


 


 


Patent Assignment 


 





 


This patent assignment ("Assignment")
is entered into as of July 3, 2013 by and between Medicsight Inc., a corporation organized under the laws of New York, United States,
with principal place of business at 500 Mamaroneck Avenue, Suite 204, Harrison, NY 10528, United States of America (“Seller”),
Samsung Electronics Co., Ltd., a Korean corporation, with principal place of business at 129, Samsung-ro (Maetan-dong), Yeongtong-gu,
Suwon-si, Gyeonggi-do, 443-742, Republic of Korea (“Buyer”).


 


For good and valuable consideration, the
receipt of which is hereby acknowledged, Seller hereby irrevocably assigns to Buyer:


 


(1)        the entire right,
title, and interest, everywhere in the world, to


 


(a)        the issued patents
and pending patent applications set forth on Schedule 1, including all rights pursuant to 35 U.S.C. § 154,


 


(b)        any patent applications
and/or patents that may give priority to or claim priority of the items in (a) (including but not limited to continuations, divisions,
substitutes, reissues, reexaminations, or extensions thereof, together with all priority rights and foreign counterpart applications
under any existing or future international patent conventions, agreements, or treaties),


 


(c)         any patent
that may be granted on any patent application in (a) or (b), and


 


(d)        any other rights
in the inventions described in any of (a), (b) or (c) including rights to future patent applications and all rights of cooperation
assigned or granted by a third party;


 


(all of the foregoing in (1), collectively,
the "Assigned Patents");


 


(2)        the right to
sue third parties for infringement (including but not limited to past, present and future infringement, damages and injunctive
relief) of any of the Assigned Patents based on activities occurring prior to the execution date hereof or hereafter; and


 


 


(3)        any past, current
or future right to receive royalties based on any of the foregoing in (1) or (2); and


 


 





The terms and conditions of this Assignment
will inure to the benefit of Buyer, its successors, assigns, and other legal representatives and will be binding upon Seller, its
successors, assigns, and other legal representatives. Seller, for itself and its heirs, assigns, and legal representatives, hereby
further covenants to and with Buyer, its assigns, successors, and legal representatives to fully cooperate therewith in perfecting
this Assignment in the United States and in any and all foreign jurisdictions, said cooperation extending to the Assigned Patents,
and including the execution of additional assignments or other formal documents as may be required in connection therewith.


 


Seller hereby authorizes the respective patent office or governmental
agency in each jurisdiction to issue any and all patents, certificates of invention, utility models or other governmental grants
or issuances that may be granted upon any of the Assigned Patents in the name of Buyer, as the assignee to the entire interest
therein.




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        Seller:

         

        

        Medicsight Inc.

         

         

        By:________________________________

         

        Name:__Robert Ladd

         

        Title: Chief Executive Officer

         

        Date:_July 3, 2013

	 


 


 


 


ATTESTATION OF SIGNATURE PURSUANT
TO 28 U.S.C.  § 1746


 


The undersigned witnessed
the signature of _________________ to the above Patent Assignment on behalf of __________ and makes the following statements:


 


1.        I am over the age
of 18 and competent to testify as to the facts in this Attestation if called upon to do so.


 


2.        ________________ is
personally known to me (or proved to me on the basis of satisfactory evidence) and appeared before me on _________ __, 2013 to
execute the above Patent Assignment on behalf of ______________________.


 


3.        ________________ executed
the above Patent Assignment on behalf of ______________.


 


I declare under penalty
of perjury under the laws of the United States of America that the statements made above in this Attestation are true and correct.


 


EXECUTED on ___________________
___, 2013


 


________________________________________


 


Print Name:  _____________________________


 




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SCHEDULE 1


 


PATENTS AND PATENT
APPLICATIONS


 


 


	Family	Jurisdiction	Legal Status	Filing Date & Application Number	Publication Date & Publication Number	Granted Date & Granted Number	Title
	1	WO	-	13.05.2005 , WOGB2005001839	27.04.2006 , WO2005114566A3	 	NODULE BOUNDARY DETECTION
	1	US	Granted alive	17.06.2004 , US10868890	24.11.2005 , US2005259855A1	11.08.2009 , US7574031B2	NODULE BOUNDARY DETECTION
	1	JP	Granted alive	13.05.2005 , JP2007517399	27.12.2007 , JP2007537812A	24.10.2012 , JP5058791B2	NODULE BOUNDARY DETECTION
	1	WO	-	13.05.2005 , WOGB2005001837	01.12.2005 , WO2005112769A1	 	NODULE DETECTION
	2	US	Granted alive	17.06.2004 , US10868892	24.11.2005 , US2005259856A1	02.12.2008 , US7460701B2	NODULE DETECTION
	2	GB	Granted alive	20.05.2004 , GB0411284	23.11.2005 , GB2414295A	20.05.2009 , GB2414295B	NODULE DETECTION
	2	GB	Granted alive	20.05.2004 , GB0819225	28.01.2009 , GB2451367A	27.05.2009 , GB2451367B	NODULE DETECTION
	3	US	Granted alive	08.09.2004 , US10935159	29.12.2005 , US2005286750A1	13.04.2010 , US7697742B2	
         

        LESION BOUNDARY DETECTION

	3	GB	Granted alive	23.06.2004 , GB0916662	30.12.2009 , GB2461199A	28.04.2010 , GB2461199B	Lesion extent determination in a CT scan image
	3	GB	Granted alive	23.06.2004 , GB0414081	28.12.2005 , GB2415563A	25.11.2009 , GB2415563B	
         

        LESION BOUNDARY DETECTION




 






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	Family	Jurisdiction	Legal Status	Filing Date & Application Number	Publication Date & Publication Number	Granted Date & Granted Number	Title
	3	WO	-	13.05.2005 , WOGB2005/001841	05.01.2006 , WO2006000738A1	 	LESION BOUNDARY DETECTION
	3	JP	Granted alive	13.05.2005 , JP2007517400	07.02.2008 , JP2008503294A	24.10.2012 , JP5055115B2	LESION BOUNDARY DETECTION
	4	JP	Applied alive	24.02.2010 , JP2010039009	24.09.2010 , JP2010207572A	 	COMPUTER-AIDED DETECTION OF LESION
	4	GB	Applied alive	27.02.2009 , GB0903484	01.09.2010 , GB2468164A	 	Characterising of image geometry using derivatives
	4	US	Applied alive	26.02.2010 , US12714233	02.09.2010 , US2010220913A1	 	System and Method for Detection of Lesions in Three-Dimensional Digital Medical Image
	5	WO	-	02.07.2009 , WOGB2009/001660	07.01.2010 , WO2010001127A1	 	MEDICAL IMAGE SEGMENTATION
	5	US	Applied alive	02.07.2009 , US13002490	01.12.2011 , US2011293157A1	 	MEDICAL IMAGE SEGMENTATION
	5	EP	Applied alive	02.07.2009 , EP09772807	06.04.2011 , EP2304648A1	 	MEDICAL IMAGE SEGMENTATION
	5	GB	Applied alive	03.07.2008 , GB0812206	06.01.2010 , GB2461558A	 	Image Segmentation
	6	US	Granted alive	02.03.2011 , US13039172	08.09.2011 , US2011216951A1	
        19.02.2013,

        US 8379950B2
	Medical Image Processing
	6	JP	Applied alive	03.03.2011 , JP2011046663	15.09.2011 , JP2011177517A	 	IMAGE PROCESSING METHOD AND APPARATUS, COMPUTER READABLE MEDIUM AND COMPUTER PROGRAM



 


 


 



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    	CONFIDENTIAL



    

 





 


	Family	Jurisdiction	Legal Status	Filing Date & Application Number	Publication Date & Publication Number	Granted Date & Granted Number	Title
	6	GB	Applied alive	03.03.2010 , GB1003564	07.09.2011 , GB2478329A	 	Medical Image Processing using Bayes Law to Combine Probability Distributions.
	7	US	Granted alive	07.12.2005 , US11295435	20.04.2006 , US2006083417A1	25.12.2007 , US7313261B2	User interface for computed tomography (CT) scan analysis
	7	US	Granted alive	02.11.2004 , US10978369	16.03.2006 , US2006056673A1	12.12.2006 , US7149334B2	USER INTERFACE FOR COMPUTED TOMOGRAPHY (CT) SCAN ANALYSIS
	7	GB	Granted alive	10.09.2004 , GB0420147	15.03.2006 , GB2418094A	12.05.2010 , GB2418094B	User interface for CT scan analysis
	7	WO	-	27.07.2005 , WOGB2005/002953	16.03.2006 , WO2006027536A1	 	USER INTERFACE FOR CT SCAN ANALYSIS
	8	WO	-	28.11.2005 , WOGB2005/004547	01.06.2006 , WO2006056798A1	 	DIGITAL MEDICAL IMAGE ANALYSIS
	8	US	Granted alive	27.05.2005 , US11138956	01.06.2006 , US2006115135A1	07.11.2006 , US7133546B2	DIGITAL MEDICAL IMAGE ANALYSIS
	8	GB	Granted alive	29.11.2004 , GB0426177	31.05.2006 , GB2420641A	04.06.2008 , GB2420641B	Digital Medical Image Analysis
	1	EP	Applied withdrawn	13.05.2005 , EP07020666	06.02.2008 , EP1883047A3	 	NODULE BOUNDARY DETECTION
	1	EP	Applied withdrawn	13.05.2005 , EP05742115	31.01.2007 , EP1747532A2	 	NODULE BOUNDARY DETECTION



 






    	Patent Rights Purchase and Assignment Agreement Medicsight Inc - Buyer	Page 14 of 24



    	CONFIDENTIAL



    

 





	Family	Jurisdiction	Legal Status	Filing Date & Application Number	Publication Date & Publication Number	Granted Date & Granted Number	Title
	1	CN	Applied ceased	13.05.2005 , CNA2005800208155	18.07.2007 , CN101002228A	 	NODULE BOUNDARY DETECTION
	1	AU	Applied ceased	13.05.2005 , AU2005246522	01.12.2005 , AU2005246522A1	 	NODULE BOUNDARY DETECTION
	1	CA	Applied ceased	13.05.2005 , CA002567187	01.12.2005 , CA2567187A1	 	NODULE BOUNDARY DETECTION
	1	GB	Applied withdrawn	18.05.2004 , GB0411064	23.11.2005 , GB2414357A	 	NODULE BOUNDARY DETECTION
	1	KR	Applied withdrawn	18.12.2006 , KR1020067026671	27.08.2007 , KR20070085120A	 	NODULE BOUNDARY DETECTION
	2	US	Applied ceased	29.10.2008 , US12260651	14.05.2009 , US2009123049A1	 	NODULE DETECTION
	2	EP	Applied withdrawn	13.05.2005 , EP05746470	28.02.2007 , EP1755457A1	 	NODULE DETECTION
	2	CN	Applied ceased	13.05.2005 , CNA2005800208210	18.07.2007 , CN101001572A	 	NODULE DETECTION
	2	JP	Applied ceased	13.05.2005 , JP2007517398	27.12.2007 , JP2007537811A	 	NODULE DETECTION
	2	AU	Applied ceased	13.05.2005 , AU2005244641	01.12.2005 , AU2005244641A1	 	NODULE DETECTION
	2	CA	Applied withdrawn	13.05.2005 , CA002567184	01.12.2005 , CA2567184A1	 	NODULE DETECTION



 


 


 



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    	CONFIDENTIAL



    




 





	Family	Jurisdiction	Legal Status	Filing Date & Application Number	Publication Date & Publication Number	Granted Date & Granted Number	Title
	2	KR	Applied withdrawn	19.12.2006 , KR1020067026790	24.08.2007 , KR20070083388A	 	NODULE DETECTION
	3	CN	Applied withdrawn	13.05.2005 , CNA200580021312X	08.08.2007 , CN101014977A	 	
         

        LESION BOUNDARY DETECTION

	3	AU	Applied ceased	13.05.2005 , AU2005256785	05.01.2006 , AU2005256785A1	 	
         

        LESION BOUNDARY DETECTION

	3	CA	Applied ceased	13.05.2005 , CA002571720	05.01.2006 , CA2571720A1	 	LESION BOUNDARY DETECTION
	3	KR	Applied withdrawn	23.01.2007 , KR1020077001635	24.08.2007 , KR20070083467A	 	LESION BOUNDARY DETECTION
	3	EP	Applied withdrawn	13.05.2005 , EP05804912	11.04.2007 , EP1771822A1	 	LESION BOUNDARY DETECTION
	4	EP	Applied withdrawn	19.02.2010 , EP10154156	01.09.2010 , EP2224401A1	 	COMPUTER-AIDED DETECTION OF LESION
	5	JP	Applied withdrawn	02.07.2009 , JP2011515602	13.10.2011 , JP2011526508A	 	MEDICAL IMAGE SEGMENTATION
	6	EP	Applied withdrawn	11.02.2011 , EP11154237	12.10.2011 , EP2372645A3	EP	Medical image processing
	7	EP	Applied withdrawn	24.03.2005 , EP05251836	15.03.2006 , EP1635295A1	 	User interface for CT scan analysis
	7	CN	Applied withdrawn	27.07.2005 , CNA2005800302392	30.01.2008 , CN101116109A	 	User interface for computed tomography (CT) scan analysis



 


 



    	Patent Rights Purchase and Assignment Agreement Medicsight Inc - Buyer	Page 16 of 24



    	CONFIDENTIAL



    




 





	Family	Jurisdiction	Legal Status	Filing Date & Application Number	Publication Date & Publication Number	Granted Date & Granted Number	Title
	7	JP	Applied ceased	27.07.2005 , JP2007530755	24.04.2008 , JP2008512161A	 	User interface for CT scan analysis
	7	AU	Applied ceased	27.07.2005 , AU2005281551	16.03.2006 , AU2005281551A1	 	User interface for CT scan analysis
	7	CA	Applied ceased	27.07.2005 , CA002579858	16.03.2006 , CA2579858A1	 	USER INTERFACE FOR CT SCAN ANALYSIS
	7	KR	Applied withdrawn	10.04.2007 , KR1020077008158	24.08.2007 , KR20070083645A	 	USER INTERFACE FOR CT SCAN ANALYSIS
	8	US	Applied withdrawn	13.06.2006 , US11451632	28.12.2006 , US2006291708A1	 	Digital medical image analysis
	8	EP	Applied withdrawn	31.03.2005 , EP05252010	31.05.2006 , EP1662415A1	 	Digital medical image analysis
	8	CN	Applied withdrawn	28.11.2005 , CNA2005800409934	05.12.2007 , CN101084501A	 	Digital medical image analysis
	8	JP	Applied ceased	28.11.2005 , JP2007542119	26.06.2008 , JP2008521468A	 	Digital medical image analysis
	9	EP	Expired	2007.03.07	2007.09.12	EP1833021A1	Digital medical image processing
	9	GB	Expired	2006.03.09	2007.09.12	GB2435976A	Digital medical image processing for CAD detection of abnormalities
	9	JP	Expired	2007.03.08	2007.11.08	JP2007289665A	DIGITAL MEDICAL IMAGE PROCESSING



 


 



    	Patent Rights Purchase and Assignment Agreement Medicsight Inc - Buyer	Page 17 of 24



    	CONFIDENTIAL



    




 








	Family	Jurisdiction	Legal Status	Filing Date & Application Number	Publication Date & Publication Number	Granted Date & Granted Number	Title
	9	US	Abandoned	2007.03.09	2007.09.13	US2007211929A1	Digital medical image processing
	10	GB	Expired	2004.07.15	2006.01.18	GB2416223A	Quantification of coronary artery calcification
	10	US	Abandoned	2004.10.22	2006.01.19	US2006013460A1	Quantification of coronary artery calcification
	10	WO	Expired	2004.10.22	2006.01.26	WO2006008431A1	Quantification of coronary artery calcification


 


 


 


 




    	Patent Rights Purchase and Assignment Agreement Medicsight Inc - Buyer	Page 18 of 24



    	CONFIDENTIAL



    

SCHEDULE 2


 


EXPIRED PATENTS
AND PATENT APPLICATIONS


 


 


	Family	Jurisdiction	Legal Status	Filing Date & Application Number	Publication Date & Publication Number	Granted Date & Granted Number	Title
	1	EP	Applied withdrawn	13.05.2005 , EP07020666	06.02.2008 , EP1883047A3	 	NODULE BOUNDARY DETECTION
	1	EP	Applied withdrawn	13.05.2005 , EP05742115	31.01.2007 , EP1747532A2	 	NODULE BOUNDARY DETECTION
	1	CN	Applied ceased	13.05.2005 , CNA2005800208155	18.07.2007 , CN101002228A	 	NODULE BOUNDARY DETECTION
	1	AU	Applied ceased	13.05.2005 , AU2005246522	01.12.2005 , AU2005246522A1	 	NODULE BOUNDARY DETECTION
	1	CA	Applied ceased	13.05.2005 , CA002567187	01.12.2005 , CA2567187A1	 	NODULE BOUNDARY DETECTION
	1	GB	Applied withdrawn	18.05.2004 , GB0411064	23.11.2005 , GB2414357A	 	NODULE BOUNDARY DETECTION
	1	KR	Applied withdrawn	18.12.2006 , KR1020067026671	27.08.2007 , KR20070085120A	 	NODULE BOUNDARY DETECTION
	2	US	Applied ceased	29.10.2008 , US12260651	14.05.2009 , US2009123049A1	 	NODULE DETECTION
	2	EP	Applied withdrawn	13.05.2005 , EP05746470	28.02.2007 , EP1755457A1	 	NODULE DETECTION
	2	CN	Applied ceased	13.05.2005 , CNA2005800208210	18.07.2007 , CN101001572A	 	NODULE DETECTION



 


 


 



    	Patent Rights Purchase and Assignment Agreement Medicsight Inc - Buyer	Page 19 of 24



    	CONFIDENTIAL



    




 


 





	Family	Jurisdiction	Legal Status	Filing Date & Application Number	Publication Date & Publication Number	Granted Date & Granted Number	Title
	2	JP	Applied ceased	13.05.2005 , JP2007517398	27.12.2007 , JP2007537811A	 	NODULE DETECTION
	2	AU	Applied ceased	13.05.2005 , AU2005244641	01.12.2005 , AU2005244641A1	 	NODULE DETECTION
	2	CA	Applied withdrawn	13.05.2005 , CA002567184	01.12.2005 , CA2567184A1	 	NODULE DETECTION
	2	KR	Applied withdrawn	19.12.2006 , KR1020067026790	24.08.2007 , KR20070083388A	 	NODULE DETECTION
	3	CN	Applied withdrawn	13.05.2005 , CNA200580021312X	08.08.2007 , CN101014977A	 	
         

        LESION BOUNDARY DETECTION

	3	AU	Applied ceased	13.05.2005 , AU2005256785	05.01.2006 , AU2005256785A1	 	
         

        LESION BOUNDARY DETECTION

	3	CA	Applied ceased	13.05.2005 , CA002571720	05.01.2006 , CA2571720A1	 	LESION BOUNDARY DETECTION
	3	KR	Applied withdrawn	23.01.2007 , KR1020077001635	24.08.2007 , KR20070083467A	 	LESION BOUNDARY DETECTION
	3	EP	Applied withdrawn	13.05.2005 , EP05804912	11.04.2007 , EP1771822A1	 	LESION BOUNDARY DETECTION
	4	EP	Applied withdrawn	19.02.2010 , EP10154156	01.09.2010 , EP2224401A1	 	COMPUTER-AIDED DETECTION OF LESION
	5	JP	Applied withdrawn	02.07.2009 , JP2011515602	13.10.2011 , JP2011526508A	 	MEDICAL IMAGE SEGMENTATION



 


 






    	Patent Rights Purchase and Assignment Agreement Medicsight Inc - Buyer	Page 20 of 24



    	CONFIDENTIAL



    

 





	Family	Jurisdiction	Legal Status	Filing Date & Application Number	Publication Date & Publication Number	Granted Date & Granted Number	Title
	6	EP	Applied withdrawn	11.02.2011 , EP11154237	12.10.2011 , EP2372645A3	EP	Medical image processing
	7	EP	Applied withdrawn	24.03.2005 , EP05251836	15.03.2006 , EP1635295A1	 	User interface for CT scan analysis
	7	CN	Applied withdrawn	27.07.2005 , CNA2005800302392	30.01.2008 , CN101116109A	 	User interface for computed tomography (CT) scan analysis
	7	JP	Applied ceased	27.07.2005 , JP2007530755	24.04.2008 , JP2008512161A	 	User interface for CT scan analysis
	7	AU	Applied ceased	27.07.2005 , AU2005281551	16.03.2006 , AU2005281551A1	 	User interface for CT scan analysis
	7	CA	Applied ceased	27.07.2005 , CA002579858	16.03.2006 , CA2579858A1	 	USER INTERFACE FOR CT SCAN ANALYSIS
	7	KR	Applied withdrawn	10.04.2007 , KR1020077008158	24.08.2007 , KR20070083645A	 	USER INTERFACE FOR CT SCAN ANALYSIS
	8	US	Applied withdrawn	13.06.2006 , US11451632	28.12.2006 , US2006291708A1	 	Digital medical image analysis
	8	EP	Applied withdrawn	31.03.2005 , EP05252010	31.05.2006 , EP1662415A1	 	Digital medical image analysis
	8	CN	Applied withdrawn	28.11.2005 , CNA2005800409934	05.12.2007 , CN101084501A	 	Digital medical image analysis
	8	JP	Applied ceased	28.11.2005 , JP2007542119	26.06.2008 , JP2008521468A	 	Digital medical image analysis



 


 



    	Patent Rights Purchase and Assignment Agreement Medicsight Inc - Buyer	Page 21 of 24



    	CONFIDENTIAL



    




 





	Family	Jurisdiction	Legal Status	Filing Date & Application Number	Publication Date & Publication Number	Granted Date & Granted Number	Title
	9	EP	Expired	2007.03.07	2007.09.12	EP1833021A1	Digital medical image processing
	9	GB	Expired	2006.03.09	2007.09.12	GB2435976A	Digital medical image processing for CAD detection of abnormalities
	9	JP	Expired	2007.03.08	2007.11.08	JP2007289665A	DIGITAL MEDICAL IMAGE PROCESSING
	9	US	Abandoned	2007.03.09	2007.09.13	US2007211929A1	Digital medical image processing
	10	GB	Expired	2004.07.15	2006.01.18	GB2416223A	Quantification of coronary artery calcification
	10	US	Abandoned	2004.10.22	2006.01.19	US2006013460A1	Quantification of coronary artery calcification
	10	WO	Expired	2004.10.22	2006.01.26	WO2006008431A1	Quantification of coronary artery calcification


 


 


 


 


 


 


 


 


 




    	Patent Rights Purchase and Assignment Agreement Medicsight Inc - Buyer	Page 22 of 24



    	CONFIDENTIAL



    

EXHIBIT
B 


 


 


CONFIDENTIAL – Wire Information


 


 





 


 


 




    	Patent Rights Purchase and Assignment Agreement Medicsight Inc - Buyer	Page 23 of 24



    	CONFIDENTIAL



    

EXHIBIT
C


 


Exceptions to Seller’s Representations
and Warranties in Section 3.1(b) 


 


 


None.




 


 


 


 


 


 






    	Patent Rights Purchase and Assignment Agreement Medicsight Inc - Buyer	Page 24 of 24