This Assignment Agreement (this “Agreement”) is made as of December 18, 2003, by and between Dr. Amir Pelleg
(“Pelleg”) of 24 Dartmouth Lane, Haverford, PA 19041-1020 and Duska Scientific Co., a Delaware corporation (“Duska”) having
an office at Two Bala Plaza, Suite 300, Bala Cynwyd. PA 19004.
A. Pelleg is a scientist who is doing research in the field of P2 purinergic receptors.
B. Pelleg, together with Dr. Peter Barnes (“Barnes”) and Dr. Sergei Kharitonov (“Dr. Kharitonov”) are listed as the
inventors of an invention (the “Pelleg Invention”) relating to the pharmacologic modulation of P2 purinergic receptors located
on nerve terminals known as the pulmonary rapidly adapting receptors for therapeutic, diagnostic and prognostic purposes
covered by a United States Provisional Patent Application No. 60/47,771 dated June 16, 2003, titled “Methods of Modulating
Cough in Humans and Animals” (the “Patent Application”).
C. Duska and Pelleg believe that the Pelleg Invention can potentially be commercialized as new products such as the one
they have named Aspirex ™ and which is more fully described in Exhibit A hereto.
D. Duska is an early-stage company that desires to obtain an assignment from Pelleg of all of his rights, title and interest in
and to the Pelleg Invention.
E. Pelleg is desirous of assigning of all of his rights, title and interest in and to the Pelleg Invention to Duska.
NOW, THEREFORE, in consideration of the promises and covenants contained in this Agreement and intending to be
legally bound, the parties agree as follows:
ASSIGNMENT AND LICENSE GRANT
1.1 Assignment . Pelleg hereby assigns, transfers and conveys to Duska, and its successors and assigns, all of his right,
title and interest in and to the Pelleg Invention and any related intellectual property owned by him, including without limitation,
the Patent Application and any other related patents and patent app