ASSET PURCHASE AGREEMENT
THIS AGREEMENT made the 10th day of
April, 2007.
AMONG:
BIOXEN LTD.
, of Nautilus House, La Cour des
Casernes,
JE1 3NH, Channel Islands
(the
“Vendor”)
OF THE FIRST PART
AND:
CYPLASIN BIOMEDICAL
LTD. , of Unit 131,
Advanced Technology Center, 9650 20th Avenue, Edmonton,
Alberta
(the
“Purchaser”)
OF THE SECOND PART
WHEREAS:
A. The
Vendor owns certain intellectual property (the “Intellectual
Property”) as described in Schedule “A” attached
hereto; and
B. The
Vendor has agreed to sell and the Purchaser has agreed to purchase
the Intellectual Property as described herein.
In consideration of the premises and
the mutual covenants and agreements herein contained the parties
hereto covenant and agree each with the other as
follows:
Subject to the terms and conditions
set forth in this Agreement, at the Closing (hereinafter defined)
the Vendor shall sell and the Purchaser shall purchase all rights,
title and interest to the Intellectual Property.
The purchase price for the
Intellectual Property shall be US$100 (the “Purchase
Price”).
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3.
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PAYMENT OF THE PURCHASE PRICE
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The Purchaser Price shall be paid to
the Vendor at the Closing.
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4.
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REPRESENTATIONS BY THE VENDOR
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4.1
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The Vendor represents and warrants
to the Purchaser that:
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(a)
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the Vendor is a corporation duly
organized, existing and in good standing under the laws of the
Channel Islands and has power, authority and capacity to enter into
this Agreement and to carry out the transactions contemplated
hereby, all of which will have been duly and validly authorized by
all necessary corporate proceedings;
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(b)
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the Vendor has good and marketable
title to the Intellectual Property free and clear of all liens,
mortgages, encumbrances, equities or claims of every kind and
nature whatsoever;
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(c)
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the Vendor has no indebtedness to
any person, firm or corporation which might by operation of law or
otherwise now or hereafter constitute a lien, charge or encumbrance
upon any of the Intellectual Property; and
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(i)
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no actions, suits or proceedings
before any court pending or threatened by or against or affecting
the Vendor, and
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(ii)
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no proceedings by or before any
governmental commission, department, board, authority or other
administrative agency or by or before any administrative officer
pending or threatened against the Vendor.
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5.
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REPRESENTATIONS OF THE PURCHASER
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5.1
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The Purchaser represents and
warrants to the Vendor that:
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(a)
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the Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of
the State of Nevada and has the power, authority and capacity to
enter into this Agreement and to carry out the transactions
contemplated hereby all of which have been duly and validly
authorized by all necessary corporate proceedings; and
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(b)
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neither the execution of this
Agreement nor its performance by the Purchaser will result in the
breach of any term or provision of, or constitute a default under
any indenture, mortgage, deed of trust or other agreement to which
either of them is a party or will result in the breach of any law
or regulation of the federal or state governments or any regulatory
body thereof.
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6.
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PRE-CLOSING RESTRICTIONS
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(a)
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Between the date of this Agreement
and the Closing the Vendor shall not in regards to the Intellectual
Property:
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(i)
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make any contract for any
acquisition of any assets or enter into any contract except in the
ordinary course of business or make any capital expenditures;
or
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(ii)
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sell or dispose of any property or
assets comprising the Intellectual Property except in the ordinary
course of business.
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(b)
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Between the date of this Agreement
and the Closing the Vendor shall:
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(i)
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manage the Intellectual Property
only in the ordinary course, keep the Intellectual Property in good
standing and endeavour to preserve the organization of the
Intellectual Property intact;
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(ii)
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maintain insurance coverage of the
scope and in the amounts presently held.
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(c)
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That from the date of this Agreement
up to the Closing, the Purchaser and its authorized representatives
will be afforded full access during normal business hours to all
properties, books, contracts, commitments, records regarding the
Intellectual Property and will be furnished with such copies
(certified if requested) thereof and other information as the
Purcha
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