ASSET PURCHASE AGREEMENT

Exhibit 10.22

ASSET PURCHASE AGREEMENT

Dated as of December 13, 2005

by and between

TriGenesys, Inc.

and

Human Genome Sciences, Inc.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

TABLE OF CONTENTS

ASSET PURCHASE AGREEMENT

      THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 13, 2005, is by and between TriGenesys, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Buyer”), and Human Genome Sciences, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Seller”).

R E C I T A L S

     1. The Seller’s CoGenesys business unit is in the business of early-stage research and development of novel compounds for treating and diagnosing human disease based on the identification and study of genes described in the License Agreement to be entered into by the parties (the “CoGenesys Business”).

     2. The Seller desires to sell, convey, transfer, assign and deliver to the Buyer, and the Buyer desires to purchase and acquire from the Seller, all of the Seller’s right, title and interest in and to certain assets of the CoGenesys Business, as more particularly set forth herein, together with certain obligations and liabilities relating thereto, free and clear of all Liens, other than Permitted Liens.

     3. In furtherance of the consummation of the transactions contemplated by this Agreement, the parties desire to enter into this Agreement.

     NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties, intending to be legally bound hereby, agree as follows:

ARTICLE I.
DEFINITIONS

      Section 1.01. Definitions .

     Except as otherwise expressly provided in this Agreement, the capitalized terms used in this Agreement shall have the meanings specified in Exhibit A hereto and shall be equally applicable to both the singular and plural forms. Any agreement referred to in Exhibit A shall mean such agreement as amended, supplemented and modified from time to time to the extent permitted by the applicable provisions hereof and thereof.

ARTICLE II.
CONSIDERATION

      Section 2.01. Sale and Delivery of Purchased Assets .

     At the Closing and subject to the terms and conditions of this Agreement, the Seller shall sell, convey, assign, transfer and deliver to the Buyer, free and clear of all Liens other than the Permitted Liens, all of the Seller’s right, title and interest in and to the following assets, rights, claims, properties and interests that the Seller owns relating to or used by the CoGenesys Business or in which the Seller has any right, title or interest relating to or used by the CoGenesys Business, other than the Excluded Assets (collectively, the “Purchased Assets”):

     (a)  Assumed Contracts and Certain Other Rights of the Seller . All rights and interests of the Seller following the Closing in, to and under all contracts, agreements, arrangements, commitments, bids, revenues in excess of billings on uncompleted contracts and any other contract rights of the CoGenesys Business existing on the Closing Date and specified on Schedule 2.01(a) (the “Assumed Contracts”). In addition, with respect to the GE Capital Lease, the parties would enter into an agreement providing for CoGenesys to service this lease through HGS.

     (b)  Equipment . All of the CoGenesys Business’ equipment and other tangible personal property, whether owned or leased, located at 9410 Key West Avenue, Rockville, Maryland, including without limitation the equipment and other tangible personal property specified on Schedule 2.01(b) (the “Equipment”). In addition, the Equipment would also include certain furniture, fixtures and other equipment and tangible personal property located at HGS’ headquarters or in warehouse facilities as may be mutually agreed to by the parties and included on Schedule 2.01(b) .

     (c)  Inventory. All of the CoGenesys Business’ inventory located at 9410 Key West Avenue, Rockville, Maryland, including all finished goods, work-in-progress, raw materials, spare parts and all other materials and supplies to be used or consumed by the CoGenesys Business in the production of finished goods to the extent specified on Schedule 2.01(c) (the “Inventory”). The Inventory will include all inventory or products for the manufacture of bulk drug products related to the CoGenesys Business, wherever located, including reagents, cell banks and related materials.

     (d)  Name . All rights of the Seller to the name “CoGenesys,” together with any derivatives thereof and all logos, designs, phrases and other identifications of or relating to such name and the goodwill associated therewith and all intellectual property rights of the Seller to the Name, including but not limited to any associated trademarks, trade names and service marks, trade dress, logos, internet domain names, and other commercial product or service designations, and all goodwill and similar value associated with any of the foregoing, and all applications, registrations, and renewals in connection therewith (collectively, the “Name”).

     (e)  Records . All books, records and accounts, correspondence, technical, accounting, manufacturing and procedural manuals, mailing lists, studies, reports or summaries relating to the Purchased Assets, and any confidential information which has been reduced to writing relating to or arising out of the CoGenesys Business as it relates to the Purchased Assets (the “Records”). The Records will also include photocopies of all personnel files related to employees or consultants of the CoGenesys Business and electronic copies of all governmental, regulatory, clinical, manufacturing and quality control related SOPs.

     (f)  Permits . All Permits of the CoGenesys Business, including, without limitation, those Permits specified on Schedule 4.05 .

     (g)  Goodwill . All goodwill incident to the CoGenesys Business, including, without limitation, the value of the Name associated with the CoGenesys Business that is included in the Purchased Assets.

     The parties acknowledge and agree that the above referenced Schedules identifying the Purchased Assets may be modified and updated prior to Closing by mutual agreement of the parties and that a final version of all Schedules will be appended to this Agreement as of the Closing.

      Section 2.02. Excluded Assets .

     Notwithstanding anything to the contrary contained in Section 2.01 or elsewhere in this Agreement, the following Assets (collectively, the “Excluded Assets”) shall not be part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets, and shall remain the property of Seller after the Closing:

     (a)  Records . Personnel records of any of the current or former employees of the CoGenesys Business and any books, records and accounts and correspondence that pertain to any other assets and properties of the Seller which are not included in the definition of Purchased Assets (collectively, the “Excluded Records”).

     (b)  Licensed Technology . The intellectual property that is the subject of the License Agreement to be entered into by the parties.

     (c)  Seller’s Other Business . All other assets, rights, claims, properties and interests of the Seller relating to or used in any other business of the Seller other than the Purchased Assets.

      Section 2.03. Liabilities .

     (a) At the Closing, the Buyer will assume Liability for, and complete the obligations arising in the ordinary course under (the “Assumed Liabilities”):

          (i) the Assumed Contracts with respect to all periods at and after the Closing (but shall not assume any Liability arising from the Seller’s performance or non-performance

under any Assumed Contract at any time prior to the Closing, whether asserted before or after the Closing);

          (ii) the vacation, sick leave and other accruals for the Seller’s employees to be hired by the Buyer; provided that the Buyer shall not assume any of the Seller’s employee benefit plans with respect thereto or any obligations thereunder; and

          (iii) all ordinary course accounts payable and trade payables of the CoGenesys Business as of the Closing.

     (b) Except for the Assumed Liabilities, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement to have assumed, any Liability of the Seller whatsoever (the “Excluded Liabilities”).

      Section 2.04. Further Assurances .

     At any time and from time to time after the Closing, at the Buyer’s reasonable request and without further consideration but at no material cost to the Seller, the Seller promptly shall execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation, and take such other reasonable action, as the Buyer may reasonably request to more effectively transfer, convey and assign to the Buyer, and to confirm the Buyer’s title to and interest in, all of the Purchased Assets, to put the Buyer in actual possession and operating control thereof, to assist the Buyer in exercising all rights with respect thereto and to carry out the purposes and intent of this Agreement.

     Section 2.05. Purchase Price .

     (a) The consideration for the Purchased Assets and the License Agreement (the “Purchase Price”) shall be (i) an amount of cash equal to [***]% of the gross proceeds received by the Buyer in the Qualified Financing; provided that such amount shall not be less than $10,000,000 nor greater than $20,000,000 and (ii) the assumption of the Assumed Liabilities. As used in this Agreement, the term “Qualified Financing” shall mean the Buyer’s first round of financing that raises $[***] or more in net proceeds to the Buyer (or such other amount as may be mutually agreed to by the parties as would permit the Buyer to pay its obligations to the Seller under this Agreement and provide sufficient working capital for at least twelve (12) months of operations), including any subsequent closings of such first round of financing.

     (b) If the Seller elects in writing at least thirty (30) Business Days prior to the Closing, the Seller shall receive Buyer’s Equity having a value equal to all or any portion of the Purchase Price and all or any portion of the Operating Expenses. For purposes of this Agreement, “Buyer’s Equity” shall mean the same form of preferred stock, common stock and other equity securities (or securities convertible into or exercisable for such equity securities) issued in the Qualified Financing and shall be valued for this purpose at the valuation used in connection with the Qualified Financing. Nothing in this Agreement shall prevent the Seller from increasing its percentage ownership of the Buyer’s Equity after the Qualified Financing

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

through the purchase of additional Buyer’s Equity in future rounds of financing or through future investments in the Buyer.

      Section 2.06. Allocation of Purchase Price .

     The Buyer and the Seller agree to allocate the Purchase Price (and all other capitalizable costs) among the Purchased Assets for all purposes (including financial, accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit B . The Buyer and the Seller shall file all Tax Returns, reports and other documents, including an asset acquisition statement on Form 8594, required by any competent taxing authority in a timely manner consistent with the allocation set forth on Exhibit B hereto. The parties acknowledge that the Purchase Price subject to allocation will be different for each of the Buyer and the Seller (e.g., due to inclusion of differing amounts of transaction cost).

      Section 2.07. Stock Matters .

     (a) If any Buyer’s Equity is issued to the Seller at Closing, such securities will be issued in a transaction exempt from registration under (a) the Securities Act of 1933, as amended (the “Securities Act”), by reason of Rule 506 promulgated thereunder, and (b) applicable state securities laws. Any Buyer’s Equity issued in connection with the transactions contemplated by this Agreement will be “restricted securities” under the Securities Act and Rule 144 promulgated thereunder and may only be sold or otherwise transferred pursuant to an effective registration statement under the Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

     (b) At the Closing and if the Seller receives any of the Buyer’s Equity, the Seller shall enter into documentation consistent with the documentation entered into by the participants in the Qualified Financing (the “Qualified Financing Documentation”), which shall at a minimum contain the investor protection provisions contained in the term sheet attached hereto as Exhibit C . The Seller shall be afforded the same economic rights and similar monitoring and information rights under the Qualified Financing Documentation as those granted to the participants in the Qualified Financing.

ARTICLE III.
CLOSING

      Section 3.01. Closing .

     Subject to the satisfaction or waiver of all conditions of the parties to consummation of the transactions contemplated hereby, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of the Seller at 14200 Shady Grove Road, Rockville, Maryland 20850 at 10:00 a.m. local time concurrently with the consummation

of the Qualified Financing (unless another location, date or time is otherwise mutually agreed to in writing by the Buyer and the Seller). The date and time of the Closing are herein referred to as the “Closing Date.”

      Section 3.02. Closing Deliveries .

     (a) At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer each of the following:

     (i) the Purchased Assets;

     (ii) a License Agreement by and between the Seller and the Buyer in the form of Exhibit D attached hereto (the “License Agreement”), duly executed by the Seller;

     (iii) a Services Agreement by and between the Seller and the Buyer in the form of Exhibit E attached hereto (the “Services Agreement”), duly executed by the Seller;

     (iv) a Manufacturing Services Agreement by and between the Seller and the Buyer in the form of Exhibit F attached hereto (the “Manufacturing Services Agreement”), duly executed by the Seller;

     (v) a Lease Assignment Agreement by and between the Seller and the Buyer relating to the Seller’s lease (the “Lease”) of the premises located at 9410 Key West Avenue, Rockville, Maryland 20850 (the “Premises”) in the form of Exhibit G attached hereto (the “Lease Assignment Agreement”), duly executed by the Seller;

     (vi) a General Assignment and Bill of Sale in the form of Exhibit H attached hereto (the “Bill of Sale”);

     (vii) an Assignment and Assumption Agreement in the form of Exhibit I attached hereto (the “Assignment and Assumption Agreement”);

     (viii) if applicable, the Qualified Financing Documents, duly executed by the Seller;

     (ix) all Permits to the extent transferable;

     (x) the certificates required by Sections 9.01 and 9.02 ; and

     (xi) such other documents and instruments as may be reasonably required, in the opinion of Buyer’s counsel, to consummate the transactions contemplated hereby.

     (b) At the Closing, the Buyer shall deliver, or cause to be delivered, to the Seller each of the following:

     (i) the Purchase Price, either in cash by wire transfer or in the form of Buyer’s Equity represented by certificates issued in such names and denominations as requested by the Seller at least one Business Day before the Closing, or some combination of both, as the Seller so directs pursuant to Section 2.05 ;

     (ii) the License Agreement, duly executed by the Buyer;

     (iii) the Services Agreement, duly executed by the Buyer;

     (iv) the Manufacturing Services Agreement, duly executed by the Buyer;

     (v) the Lease Assignment Agreement, duly executed by the Buyer;

     (vi) the Operating Expenses, either in cash by wire transfer or in the form of Buyer’s Equity represented by certificates issued in such names and denominations as requested by the Seller at least one Business Day before the Closing, or some combination of both, as the Seller so directs pursuant to Section 2.05 ;

     (vii) the Bill of Sale;

     (viii) the Assignment and Assumption Agreement;

     (ix) if applicable, the Qualified Financing Documents, duly executed by the Buyer;

     (x) the certificates required by Sections 8.01 and 8.02 ; and

     (xi) such other documents and instruments as may be reasonably required, in the opinion of Seller’s counsel, to consummate the transactions contemplated hereby.

ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF THE SELLER

     The Seller hereby represents and warrants to the Buyer that, except as otherwise set forth in the schedules referred to in this Article IV , the following representations and warranties are, as of the date hereof, and will be, as of the Closing Date, true and correct:

      Section 4.01. Organization and Good Standing .

     The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to carry on its business in the places and in the manner as now conducted, to own or hold under lease the properties and assets it now owns or holds under lease, including the Purchased Assets, and to perform all of its

obligations under this Agreement, except where the failure to be so qualified would not have a Material Adverse Effect.

      Section 4.02. Execution and Effect of Agreement .

     The Seller has the corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Seller, and no other corporate action on the part of the Seller (or any other Person) is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and except as limited by the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution by a party with respect to a liability where such indemnification or contribution is contrary to public policy (the “Enforceability Exceptions”).

      Section 4.03. Permits; Compliance with Law .

     (a) To the Seller’s Knowledge, the Seller is in compliance in all material respects with all applicable federal, state, local and foreign laws, rules and regulations applicable to the CoGenesys Business.

     (b) To the Seller’s Knowledge, the Seller holds all required Permits for the operation of the CoGenesys Business. Schedule 4.03 describes all such Permits. To the Seller’s Knowledge, the Permits listed on Schedule 4.03 are valid and in full force and effect, and the Seller has not received any notice that any Governmental Authority intends to cancel, suspend, terminate or not renew any of such Permits. The Seller has conducted and is conducting the CoGenesys Business in substantial compliance with the requirements, standards, criteria and conditions set forth in the Permits listed on Schedule 4.03 . To the Seller’s Knowledge, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or materially adversely affect the rights and benefits afforded to the Seller by, any of the Permits listed on Schedule 4.03 . Except as set forth on Schedule 4.03 , all of the Permits are transferable to the Buyer as contemplated by this Agreement.

      Section 4.04. Lease of Real Property .

     (a) The Lease is in full force and effect. There is no default under the Lease and there are no facts currently existing that could lead to a default under the Lease with the passage of

time. The Seller has good right, title and interest to all tenant improvements located at the Premises. A true, complete and correct copy of the Lease has been furnished to the Buyer.

     (b) No Proceeding is pending or, to the Seller’s Knowledge, threatened for the taking or condemnation of all or any portion of the property demised under the Lease. The Seller owns good and marketable title to the leasehold estate and to the Lease, free and clear of any Liens, except for: (i) real property Taxes, if any, affecting properties of which the premise demised under the Lease forms a part, not yet due and payable; and (ii) the matters and exceptions set forth on Schedule 4.04(b) . There is no unpaid brokerage commission, finder’s fee or a similar payment due from the Seller with regard to the Lease.

     (c) To the Seller’s Knowledge, there are no recorded or unrecorded covenants, deed restrictions, easements, leases, subleases or rights of occupancy or Liens that materially encumber the real property subject to the Lease, or any part thereof, or the Lease.

      Section 4.05. Assumed Contracts .

     To the Seller’s Knowledge, no party to any of the Assumed Contracts is in default thereunder. All Assumed Contracts are in full force and effect and are enforceable against the parties thereto in accordance with their terms, subject to the Enforceability Exceptions. The Seller has not been notified that any party to any Assumed Contract intends to cancel, terminate, not renew or exercise an option under any Assumed Contract, whether in connection with the transactions contemplated hereby or otherwise, and to the Seller’s Knowledge, no such action has been threatened or contemplated.

      Section 4.06. Personal Property .

      Schedule 4.06 lists each item of personal property used by the CoGenesys Business with a fair market value of $25,000 or more. Except as set forth on Schedule 4.06 , (A) all of the Seller’s personal property used by the CoGenesys Business is either owned by the Seller or leased by the Seller pursuant to a lease noted on Schedule 4.06 , (B) to the Seller’s Knowledge, each of the items of personal property of the Seller used by the CoGenesys Business is in good working order and condition, ordinary wear and tear excepted, and (C) all leases and agreements noted on Schedule 4.06 are in full force and effect and to the Seller’s Knowledge, constitute valid and binding agreements of each other party thereto. To the Seller’s Knowledge, the Seller has good and marketable title to all of its respective personal property used by the CoGenesys Business (except for assets disposed of in the ordinary course of business since December 31, 2004 or as set forth on Schedule 4.06 ), free and clear of all Liens, except for Permitted Liens. The Purchased Assets constitute all of the property and assets, tangible and intangible, necessary in the conduct and operation of the CoGenesys Business.

      Section 4.07. No Conflicts .

     Neither the execution or delivery of this Agreement by the Seller nor the consummation by the Seller of the transactions contemplated hereby: (i) will violate in any material respect any

statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or restriction of any Governmental Authority to which the Seller is a party or to which is bound or subject, conflict in any material respect with or result in a material breach of, or give rise to a right of termination of, or accelerate the performance required by, the terms of any of the Assumed Contracts or (ii) constitute a default in any material respect thereunder, or result in the creation of any Lien, except for Permitted Liens, upon any of the Purchased Assets.

      Section 4.08. Litigation .

     There is no Proceeding pending or, to the Seller’s Knowledge threatened, against the Seller that has had or could reasonably be expected to enjoin the consummation of the transactions contemplated hereby.

      Section 4.09. Consents .

     Except for filings pursuant to the HSR Act, if necessary, or as set forth in Schedule 4.09 , no consent, approval, permit, authorization of, declaration to or filing with any Governmental Authority or any Person on the part of the Seller is required in connection with the execution and delivery by such Seller of this Agreement or the consummation of the transactions contemplated hereby.

      Section 4.10. Environmental Matters .

     Except as disclosed in Schedule 4.10 , to the Seller’s knowledge, (a) the CoGenesys Business is now and has at all times been in compliance in all material respects with applicable Environmental Laws, (b) the Seller is not subject to any pending or, to the Seller’s Knowledge, threatened or contemplated Proceeding alleging violation of any Environmental Law with respect to the CoGenesys Business or alleging responsibility for any environmental condition at the real property subject to the Lease (the “Site”), (c) the Seller has not received any written notice that it is potentially responsible for any environmental condition at the Site or potentially liable for any claim arising under Environmental Laws; (d) the Seller has not received a request for information under CERCLA or any state or local counterpart with respect to the CoGenesys Business; (e) the Seller has not disposed of or released Hazardous Materials nor, to the Seller’s Knowledge, are underground or aboveground storage tanks, fuel tanks, asbestos containing materials or polychlorinated biphenyls present on, in, at or under the Site; (f) the Seller has all material permits and approvals required by Environmental Laws to conduct the CoGenesys Business and the Seller has not received any notice that any Governmental Authority intends to cancel, terminate or not renew any such permit or approvals; (g) the transactions contemplated hereby are not subject to any state environmental transfer laws and no governmental approval, clearance or consent is required under any Environmental Law for such consummation or for the Buyer to continue the CoGenesys Business after the Closing.

      Section 4.11. Supplier Relationships .

      Schedule 4.11 contains a complete and accurate list of the CoGenesys Business’ suppliers

(representing in excess of $100,000 of expense per year in 2004). Except as set forth on Schedule 4.11 , the Seller has not received notice that, and to the Seller’s Knowledge the Seller has no reason to believe that, any such supplier plans to discontinue doing business with the Buyer or will not do business on substantially the same terms, conditions and amounts subsequent to the Closing Date as such supplier did with the Seller prior to the Closing Date.

ARTICLE V.
REPRESENTATIONS AND WARRANTIES OF THE BUYER

     The Buyer hereby represents and warrants to the Seller that the following representations and warranties are, as of the date hereof, and will be, as of the Closing Date, true and correct:

      Section 5.01. Organization and Good Standing .

     The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Buyer has full corporate power and authority to own its properties and carry on its business as it is now being conducted.

      Section 5.02. Execution and Effect of Agreement .

     The Buyer has the corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Buyer and the consummation by the Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Buyer, and no other corporate proceeding on the part of the Buyer is necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as limited by the Enforceability Exceptions.

      Section 5.03. No Violation .

     Neither the execution or delivery of this Agreement by the Buyer nor the consummation of the transactions contemplated hereby, will violate any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or restriction of any Governmental Authority, or court to which the Buyer is a party or to which the Buyer is bound or subject, or the provisions of the charter or by-laws of the Buyer.

      Section 5.04. Consents .

     Except for filings pursuant to the HSR Act, if necessary, or as set forth on Schedule 5.04 , no consent, approval, permit, authorization of, declaration to or filing with any Governmental Authority or any other third party on the part of the Buyer is required in connection with the

execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

ARTICLE VI.
PRE-CLOSING COVENANTS

      Section 6.01. HSR Filing and Other Actions .

     (a) At least forty five (45) Business Days prior to Closing, if necessary, the parties shall file with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice Notification and Report Forms relating to the transactions contemplated herein as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of any other applicable jurisdiction, as determined by counsel to the Seller. Each party shall promptly: (i) supply the other with any information required in order to make such filings; and (ii) supply any additional information that may be required by the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice or the competition or merger control authorities of any other jurisdiction, as determined by counsel to the Seller; provided, however, that no party shall be required to agree to any divestiture by itself of any business, assets or property, or the imposition of any limitation on the ability of any party to conduct its business or to own or exercise control over such assets and properties.

     (b) Upon the terms and subject to the conditions contained herein, each of the parties hereto agrees to: (i) cooperate with one another in determining whether any filings are required to be made with, or consents or permits are required to be obtained from, any Governmental Authority in any jurisdiction or any lender, lessor or other third party in connection with the contracts, the proprietary rights and leases, or otherwise, prior to the Closing Date in connection with the consummation of the transactions contemplated hereby and cooperate in making any such filings promptly and in seeking timely to obtain any such consents and permits; (ii) use commercially reasonable efforts to defend all challenges to this Agreement or to consummation of the transactions contemplated hereby and use commercially reasonable efforts to lift or rescind any injunction or restraining order or other court order adversely affecting the ability of the parties to consummate the transactions contemplated hereby; and (iii) use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby.

      Section 6.02. Continuing Access .

     The Buyer shall be afforded reasonable access to the CoGenesys Business and the CoGenesys Business as the Buyer may deem appropriate.

      Section 6.03. Cooperation .

     Between the date of this Agreement and the Closing Date, the Seller will cooperate with the Buyer and its Representatives, including the Buyer’s auditors and counsel, in the preparation of any documents or other materials required in connection with the transactions contemplated by this Agreement.

     Section 6.04. Conduct of Business Pending Closing .

     The parties acknowledge that during the period prior to the Closing, the Buyer may enter into transactions, contracts, licensing arrangements