ASSIGNMENT OF PATENTS AND TRADEMARKS

Exhibit 10.6

ASSIGNMENT OF PATENTS AND TRADEMARKS

WHEREAS, QLT USA, Inc., a Delaware corporation, with offices at 2579 Midpoint Drive, Fort Collins, CO 80525 (“ASSIGNOR”), owns certain patent applications and/or registrations, as listed in Exhibit A attached hereto and incorporated herein by this reference (“PATENTS”), and trademarks, including applications and registrations, as listed on Exhibit B attached hereto and incorporated herein by this reference (the “MARKS”); and

WHREAS, Arius Two, Inc., a Delaware corporation, with offices at 2501 Aerial Center parkway, Suite 205, Morrisville, North Carolina 27560 (“ASSIGNEE”), desires to acquire all of the right, title and interest in, to and under the PATENTS and to the MARKS in accordance with the terms of that certain Intellectual Property Assignment Agreement dated August 2, 2006 (the “Transfer Agreement”);

NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration paid by ASSIGNEE to ASSIGNOR, the receipt and sufficiency of which hereby is acknowledged, ASSIGNOR does hereby: (1) sell, assign, transfer and convey unto ASSIGNEE all right, title and interest in and to the PATENTS, including all divisions, continuations, continuations-in-part, reexaminations, substitutions, reissues, extensions and renewals of the applications and registrations for the PATENTS (and the right to apply for any of the foregoing); all rights to causes of action and remedies related thereto (including, without limitation, the right to sue for past, present or future infringement, misappropriation or violation of rights related to the foregoing); and any and all other rights and interests arising out of, in connection with or in relation to the PATENTS, and (2) transfer, convey and assign to ASSIGNEE all right, title and interest throughout the world (excluding the United States of America, its territories and possessions (including the Commonwealth of Puerto Rico)) in and to the MARKS, together with all goodwill associated therewith, effective upon ASSIGNOR’S receipt of all payments due hereunder.

In the event of any conflict or inconsistency between the terms of the Transfer Agreement and the terms hereof, the terms of the Transfer Agreement shall govern.

IN WITNESS WHEREOF, ASSIGNOR has caused this Assignment to be duly executed by an authorized officer on this 2nd day of August, 2006.

EXHIBIT A

COMPANY PATENT RIGHTS

NON-US

SCHEDULE 1.22

COMPANY TRADEMARK RIGHTS

BEMA