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 2. 1 “ affiliate ” means any entity that controls, is controlled by, or is under common control with brt, directly or indirectly. for purposes of this definition, “ control ” and its various inflected forms means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by contract or otherwise. 2. 1 “ affiliate ” means any entity that controls, is controlled by, or is under common control with brt, directly or indirectly. for purposes of this definition, “ control ” and its various inflected forms means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by contract or otherwise. 2. 1 “ affiliate ” means any entity that controls, is controlled by, or is under