ASSIGNMENT AGREEMENT

EXHIBIT 10.1

EXECUTION COPY

ASSIGNMENT AGREEMENT

This Assignment Agreement (“Agreement”) is between the University of Utah Research Foundation, having a place of business at 615 Arapeen Dr., Suite 310, Salt Lake City, UT 84108 (hereinafter referred to as “Foundation”), and BioRestorative Therapies, Inc., a Nevada corporation having its principal place of business at 555 Heritage Drive, Jupiter, FL 33458 (hereinafter referred to as “BRT”).

1. Recitals

1.1.        Whereas, Foundation owns all right, title and interest in and to the Patents (as defined below), which Patents were created at The University of Utah (“University”).

1.2.        Whereas, BRT desires to acquire and Foundation is willing to assign to BRT all of Foundation’s right, title, and interest in and to the Patents and any inventions disclosed and claimed therein.

1.3.        Whereas, Foundation has determined that such assignment, use, development and commercialization of the Patents is in the public’s best interest and is consistent with Foundation’s educational and research missions and goals.

1.4          Whereas, Foundation has provided to BRT copies of the provisional application with respect to the Patents and the assignment from the inventors thereof to Foundation, in each case as filed with the United States Patent and Trademark Office .

NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the parties agree as follows:

2. Definitions

University of Utah

Technology Commercialization Office

University of Utah

Technology Commercialization Office

3. Assignment

4. Payments and Fees

In consideration for the assignment of the Patents by Foundation to BRT, BRT agrees that:

University of Utah

Technology Commercialization Office

BRT understands that it will, at its discretion, be responsible for all Patent costs incurred from the Effective Date.

Each payment will reference U-5283.

5. Reports

Upon the execution of a License Agreement, Sublicense Agreement or first Sale, BRT will, within thirty (30) days after the calendar year in which Patent Revenue first occurs, and within thirty (30) days of each July 1 and January 1 thereafter, deliver to Foundation a true and accurate written Revenue Report, giving the particulars of the business conducted with the Patents during the preceding six (6) calendar months as are pertinent to calculating payments hereunder. The Revenue Report will be in the form set forth in Exhibit “C” (Form of Revenue Report). BRT will deliver Revenue Reports to Foundation during the Royalty Term.

Reports will be sent to:

University of Utah Research Foundation

Technology Commercialization Office

Re: U-5283.

615 Arapeen Dr., Suite 310

Salt Lake City, UT 84108

6. Payment, Records, and Audits

All dollar amounts referred to in this Agreement are expressed in United States dollars without deduction of exchange, collection, wiring fees, bank fees, taxes, assessments, fees, or any other charges. Each payment will reference U-5283. All payments to Foundation will be made in United States dollars by wire transfer or check payable to the University of Utah Research Foundation and sent to:

Technology Commercialization Office

Attn: Accounts Receivable

The University of Utah

615 Arapeen Dr. #310

Salt Lake City, UT 84108

In the event that payments or other fees are not received by Foundation when due hereunder, and such failure continues unremedied for a period of fifteen (15) days following receipt of written notice thereof from Foundation, BRT shall pay to Foundation interest charges at the rate of twelve percent (12%) per annum on the total unpaid payments or fees due for the reporting period.

University of Utah

Technology Commercialization Office

BRT will maintain, and cause its Licensees and Affiliates to maintain, complete, true and accurate books and records that may be necessary for the purpose of showing the amounts payable to Foundation hereunder. The records supporting each Revenue Report will be maintained for three (3) years after the submission of each report under Section 5.1.

Said books and records, and the supporting data, shall be open at all reasonable times for five (5) years following the end of the calendar year to which they pertain, to inspection by Foundation or its agents, upon reasonable prior notice to BRT, for the purpose of verifying BRT’s Revenue Reports and payments or compliance in other respects with this Agreement. Such access will be available to Foundation during normal business hours upon not less than ten (10) days written notice to BRT, not more than once each calendar year during the Royalty Term, and once during the year immediately following the expiration of the Royalty Term. The results of such inspection shall be made available to BRT promptly. In the event such inspection demonstrates a greater than ten percent (10%) discrepancy in reporting to Foundation’s detriment, BRT agrees to pay the full reasonable cost of such inspection. Any information or data obtained by Foundation or its agents shall be kept strictly confidential and shall not be used for any purpose other than to determine the amount of royalties payable to Foundation hereunder.

7. Infringement and Litigation

8. Warranty and Indemnification

University of Utah

Technology Commercialization Office

University of Utah

Technology Commercialization Office

9. Publicity

10. Miscellaneous

[Remainder of page intentionally left blank. Signature page follows.]

University of Utah

Technology Commercialization Office

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement.

University of Utah

Technology Commercialization Office

EXHIBIT A

ASSIGNMENT

Whereas, University of Utah Research Foundation, a corporation of the State of Utah, having a place of business at 615 Arapeen Dr., Suite 310, Salt Lake City, UT 84108 is the owner of the entire right, title and interest in and to application for United States Letters Patent entitled Methods of Derivation & Isolation of Human Brown Fat Cell Lines, filed in the United States Patent and Trademark Office as Serial No. 61/632,122 on January 18, 2012 and to application for United States Letters Patent entitled Methods of Derivation & Isolation of Human Brown Fat Cell Lines, filed in the United States Patent and Trademark Office as Serial No. 61/632,516 on January 25, 2012 which applications are incorporated herein by this reference; and the invention therein described; and

Whereas, BioRestorative Therapies, Inc., a corporation of the State of Nevada, having a place of business at 555 Heritage Drive, Suite 130, Jupiter, Florida 33458 (“BRT”) is desirous of acquiring the entire right, title and interest in and to the said inventions within the United States of America and its territorial possessions and within the countries foreign to the United States and any United States or foreign Letters Patent that may be granted therefor; and in and to said applications;

Now, Therefore, in consideration of the sum of One Dollar ($1.00) paid by BRT to the University of Utah Research Foundation and other good and valuable consideration, the receipt of which is hereby acknowledged, the University of Utah Research Foundation has sold, assigned and transferred and by these presents does hereby sell, assign and transfer unto the said BRT the entire right, title and interest in and to the said inventions within the United States of America and its territorial possessions and within all countries foreign to the United States and in and to any United States or foreign Letters Patent that may be granted therefor and in and to the said applications and in and to any and all divisions, reissues, continuations, continuations in part, and extensions thereof and in and to any Letters Patent that may be granted thereon, all said rights to be held and enjoyed by BRT for its own use and enjoyment, and the use and enjoyment of its successors and assigns, to the full end of the term or terms for which said Letters Patent may be granted as fully and entirely as the same would have been held and enjoyed by the University of Utah Research Foundation if this assignment, transfer and sale had not been made.

The University of Utah Research Foundation hereby authorizes and requests the United States Commissioner of Patents and Trademarks and all authorized officials of foreign patent offices to issue the said Letters Patent, when granted, to said BRT as the Inventor(s) of its entire right, title and interest in and to the same, for the sole use and enjoyment of said BRT, its successors and assigns.

University of Utah

Technology Commercialization Office

In Testimony Whereof, the University of Utah Research Foundation has caused the hand of its proper representative to be subscribed hereto this ________day of _____________________ , 2012.

STATE OF UTAH                                         )

: ss.

COUNTY OF SALT LAKE                          )

On _____________________________________________________ , 2012, before me personally appeared ________________., ________________ of said University of Utah Research Foundation known to me to be the person described and who signed the foregoing Assignment in my presence and acknowledged under oath before me that he has read the same and knows the contents thereof and that the same is true of his own knowledge excepting as to matters therein alleged upon information and belief and as to those matters he believes them to be true, and that he executed the same as his free act and deed and for the purposes set forth therein.

University of Utah

Technology Commercialization Office

EXHIBIT B: PATENTS

University of Utah

Technology Commercialization Office

EXHIBIT C: FORM OF REVENUE REPORT

(BRT) 

(BRT)

If license covers several major product lines, please prepare a separate report for each line. Then combine all product lines into a summary report.

Litigation                or                      Infringement:                                 Please                          provide                             details

University of Utah

Technology Commercialization Office