exhibit 10. 1 technology assignment agreement this technology assignment agreement ( this “ agreement ” ) is entered as of august 24, 2009, by and between avanyx therapeutics, inc., a delaware corporation ( the “ company ” ), and david platt, an individual ( “ founder ” ). 1. assignment founder hereby assigns, in consideration of the mutual promises and covenants set forth herein, to the company exclusively throughout the world all rights, title and interests ( whether or not now existing ) founder owns in the ( i ) subject matter referred to in exhibit a ( “ technology ” ), ( ii ) all precursors, portions and work in progress with respect thereto and all inventions, works of authorship, mask works, technology, information, know - how, materials and tools relating thereto or to the development, support or maintenance thereof, and ( iii ) all copyrights, patent rights, trade secret rights, trademark rights, mask works rights, sui generis database rights and all other intellectual and industrial property rights of any sort and all business, contract rights, causes of action, and goodwill in, incorporated or embodied in, used to develop, or related to any of the foregoing ( collectively “ intellectual property ” ). 2. consideration 2. 1 the company agrees to issue to founder 8, 000, 000 shares of common stock of the company on the date of this agreement. such shares shall be the only consideration required of the company with respect to the subject matter of this agreement. 2. 2 the assignment and stock issuance hereunder is intended to qualify for tax - free treatment under section 351 of the internal revenue code of 1986, as amended. 3. further assurances ; moral rights ; competition ; marketing 3. 1 founder agrees to assist the company in every proper way to evidence, record and perfect the assignment as provided in section 1 and to apply for and obtain recordation of and from time to time enforce, maintain, and defend the assigned rights. if the company is unable for any reason whatsoever to secure the founder ’ s signature to any document it is entitled to under this section 3. 1, founder hereby irrevocably designates and appoints the company and its duly authorized officers and agents, as his agents and attorneys - in - fact with full power of substitution to act for and on his behalf and instead of founder, to execute and file any such document or documents and to do all other lawfully permitted acts to