Assignment and Assumption of Intellectual Property Agreement between Michael Bowen and Advanced Materials Group, Inc.

Summary

This agreement, dated August 22, 2005, is between Michael Bowen and Advanced Materials Group, Inc. Michael Bowen transfers all his rights and interests in certain intellectual property assets, as listed in the agreement, to Advanced Materials Group. The company agrees to assume all related duties and obligations, including any unpaid royalties. The agreement is accepted "as is," with no warranties from Bowen regarding the intellectual property. The agreement is governed by Texas law.

EX-10.3 4 amg_8k-ex1003.txt ASSIGNMENT & ASSUMPTION OF INTELLECTUAL PROPERTY Exhibit 10.3 ASSIGNMENT AND ASSUMPTION OF INTELLECTUAL PROPERTY -------------------------------------------------- This Assignment and Assumption of Intellectual Property Agreement ("Agreement") is made and entered into as of August 22, 2005 (the "Execution Date") by and between Michael Bowen ("Assignor"), and Advanced Materials Group, Inc., a Nevada corporation ("Assignee"). WHEREAS, Assignor is the owner, licensee, or otherwise has an interest in, the intellectual property assets and intellectual property rights relating thereto, described on Schedule A attached hereto (collectively, the "IP Assets"); WHEREAS, Assignor is desirous of assigning and transferring his rights to the IP Assets to Assignee, and Assignee is desirous of acquiring such rights of Assignor in, to and under said IP Assets; and WHEREAS, Assignor is a party to that certain Employment Agreement by and between the Assignor and Assignee (the "Employment Agreement"). NOW, THEREFORE, the parties agree as follows: 1. For good and valuable consideration, receipt of which is hereby acknowledged, Assignor hereby sells, assigns and transfers to Assignee on and as of the date on which the Release Agreement becomes effective under the terms thereof (the "Effective Date") its entire right, title and interest in and to the IP Assets, the same to be held and enjoyed by Assignee for its own use and enjoyment, to the end of the term or terms for which said intellectual property rights are or may be granted, renewed or reissued, as fully and entirely as the same would have been held and enjoyed by Assignor, if this assignment had not been made. 2. Assignee hereby aggress to assume all of the duties and obligations of Assignor related to the IP Assets, to discharge such duties and obligations from the Effective Date forward, including, without limitation, those duties and obligations, (which include any and all accrued and unpaid minimum royalty payments, whether or not due on or before the Effective Date) under the agreements set forth on Schedule B (the "IP Agreements"). 3. Assignee further agrees to indemnify and hold Assignor harmless from and against any claims arising out of Assignor's violation of or failure to assume and discharge its duties and obligations with respect to the IP Assets and the IP Agreements, as provided for in paragraph 2 above. 4. ASSIGNOR MAKES NO WARRANTY OR GUARANTEE THAT THE IP ASSETS ARE NOT NOW INVOLVED OR WILL NOT IN THE FUTURE BE INVOLVED IN ANY INTERFERENCE, REISSUE, REEXAMINATION OR OPPOSITION PROCEEDING; DOES NOT NOW INTERFERE OR WILL NOT IN THE FUTURE INTERFERE WITH A PATENT OR PATENT APPLICATION OF ANY THIRD PARTY; OR IS NOT NOW, OR WILL NOT IN THE FUTURE BE, INFRINGED, CHALLENGED OR THREATENED. ASSIGNOR HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. 5. ASSIGNEE AGREES TO ACCEPT THIS ASSIGNMENT "AS IS" WITH ALL FAULTS, EXCEPTIONS AND RISKS ASSOCIATED THEREWITH. 6. Assignor assigns no rights to Assignee other than those transferred hereunder, and Assignor retains any and all right, title and interest to any patents, copyrights or intellectual property of any kind not expressly conveyed herein. 7. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas, without regard to the principles of conflicts of laws. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the parties have executed this Agreement as of the Execution Date. ASSIGNOR: ASSIGNEE MICHAEL BOWEN ADVANCED MATERIALS GROUP, INC. /s Michael Bowen By: /s William G. Mortensen - ----------------------------------- ----------------------------- Michael Bowen Name: William G. Mortensen Title: CFO SCHEDULE A ---------- THE IP ASSETS Description of Product Federal/State IP Registration Info. - ---------------------- ----------------------------------- UnderBare Adhesive Panty 1) US Patent Application 10/267,325, filed 10-8-02 by Inventor Connors, and licensed to Delk Holdings, Inc. 2) US Patent No. 6,681,407, issued January 27, 2004 to Inventor Martz and Licensed to PCI originally, then to Delk Holdings, Inc. on February 4, 2005. 3) Sales and Manufacturing Agreement between PCI and Delk Holdings, Inc. establishing a joint venture between the two Inventors. Ice Pack (SINGLE USE ICE PACK) US Provisional Patent Application Serial No. 60/602,591 filed August 18, 2004 by Inventor Bowen. Owned by Delk Holdings. Tube Holder (ADHESIVE) US Provisional Patent Application Serial No. 60/602,403 Filed August 18, 2004 by Inventor Bowen. Owned by Delk Holdings. Tube Holder (VELCRO) US Patent Application Serial No. 10/701,589 Filed November 5, 2003 by Inventor Bowen, from a Provisional patent application filed in 2002. Owned by Delk Holdings. Suction Mat US Patent Application 60/603,740 filed 08-23-2004 by Inventor Bowen. Tool Holder US Patent Application Serial No. 60/623,924, filed November 1, 2004, by Inventor Bowen Bohmfalk Surgical Mask Patent Numbers 5,694,972 and 6,237,596* Yavitz "Breate Right" Surgical Mask Patent Number 5,803,075* Yavitz "Dot Your Eyes" Contact Applicator Patent Numbers 5,538,301 and 5,732,990* Yavitz Surgeon's Cuff Patent Number 5,572,743* *The Company acknowledges that the license agreements between these patent holders and Delk Holdings has lapsed as of the Execution Date, and therefore Delk Holdings has no interests or rights in these patents and products notwithstanding their inclusion on this exhibit. SCHEDULE B ---------- IP AGREEMENTS