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ASSET PURCHASE AGREEMENT
THIS
ASSET PURCHASE AGREEMENT (this “
Agreement ”),
is made and entered into this 31
st day
of May, 2007, by and between Quest Group International, Inc., a
Nevada corporation (“
Seller ”),
and Quest Group, LLC, a Utah limited liability company
(“
Buyer ”).
WITNESSETH:
WHEREAS,
Seller is in the business of selling nutritional products to
independent distributors and customers (the “
Nutritional Business ”)
and until the acquisition of the New Business as defined below is
engaged in other business activities;
WHEREAS,
Seller desires to dispose of the Nutritional Business, and has
acquired effective May 16, 2007 a new business line as a
pharmaceutical company with a focus on nuclear receptor target
therapeutics (the “
New Business ”
);
WHEREAS,
the sole officer and director of Seller as of the date of this
Agreement has previously approved the transaction contemplated
by this Agreement;
WHEREAS,
Mathew Evans has resigned as sole officer on May 31,
2007;
WHEREAS,
Mathew Evans has resigned as the sole director and new
directors have been appointed, effective upon the expiration
of the 10-day waiting period (the “
Effective Date ”)
in accordance with the Schedule 14F-1 filed by Seller on June 1,
2007;
WHEREAS,
Seller and Buyer believe that the terms of the transaction
contemplated hereunder are fair to the stockholders of Seller
in view of the fact that the management team related to the
Nutritional Business has resigned; and
WHEREAS,
Seller desires to sell to Buyer, and Buyer desires to buy from
Seller, the assets of Seller relating to the Nutritional
Business.
NOW, THEREFORE, in consideration of the mutual promises and
agreements set forth herein, the parties hereby agree as
follows:
Section 1
PURCHASE AND SALE OF ASSETS
1.1.
Purchase and Sale of Assets. Buyer
hereby purchases, accepts, and acquires from Seller, and Seller
hereby sells, transfers, assigns, conveys, and delivers to Buyer
all right, title, and interest of Seller in and to all of the
rights and assets, real, personal, and mixed, tangible or
intangible, owned or held by Seller that are used in the
Nutritional Business (the “
Assets ”).
The Assets include, but are not limited to:
a.
Inventories. All
inventories of (1) nutritional products; (2) distributor kits; and
(3) packaging materials used in the Nutritional
Business.
b.
Technical Documentation. All
technical and descriptive materials relating to the Nutritional
Business.
c.
Computer Equipment and Software. All
equipment, devices (including data processing hardware and related
telecommunications equipment, media, and tools), customer lists
(electronic or hard copy), and custom software used in the
Nutritional Business, including Seller's rights under all related
warranties.
d.
Office Furniture. All
office furniture and fixtures of the Seller relating to the
Nutritional Business.
e.
Leases. The
entire leasehold or rental interest arising under leases of real
property, equipment, and office furnishings and fixtures which are
located in Orem, Utah.
f.
Authorizations. All
governmental approvals, authorizations, certifications, consents,
variances, permissions, licenses, and permits to or from, or
filings, notices, or recordings to or with, federal, state, and
local governmental authorities that relate to the Nutritional
Business.
g.
Intellectual Property. All
patents, trademarks, service marks, trade names, and copyrights
(including registrations, licenses, and applications pertaining
thereto), and all other intellectual property rights, trade
secrets, and other proprietary information, processes, and formulae
owed by Seller and that relate to the Nutritional
Business.
h.
Claims. All
claims Seller may have against any person relating to or arising
from the Nutritional Business.
i.
Accounts Receivable. Accounts
receivable relating directly to the Nutritional
Business.
The
Assets shall not include funds held in the Company’s
bank account(s) and any assets that do not directly relate to
the Nutritional Business.
1.2
No Warranty .
The Assets are being sold hereunder “AS IS”, in their
present condition as of the date of this Agreement without any
warranty of any kind by Seller. Buyer acknowledges that it has
inspected the Assets and is satisfied with their present
condition.
Section 2.
ASSUMPTION OF LIABILITIES
2.1.
Enumeration of Assumed Liabilities. Buyer
shall assume and pay or perform all outstanding liabilities and
obligations of Seller as of May 31, 2007 and all other liabilities
and obligations that relate directly to the Nutritional Business
(the “
Assumed Liabilities ”),
including, but not limited to, the following:
a.
The
accrued trade payables of Seller arising out of the
Nutritional Business.
b.
All
payment and performance obligations arising out of or relating
to the Nutritional Business.
c.
All
other obligations and liabilities of the Seller relating to
the Nutritional Business.
d.
Any
liability or obligation for product liability or warranty
claims or damage claims arising out of defects in or failures
of any product, program, or material of Seller relating to the
Nutritional Business.
2.2.
Payment of Assumed Liabilities by Seller.
Subject
to the foregoing Section 2.1, Seller shall use its outstanding cash
balance as of May 15, 2007 (“
Cash Balance ”)
and all proceeds related to the Nutritional Business received
through May 31, 2007 (“
NB Proceeds ”)
to pay and reduce the Assumed Liabilities. It is understood and
agreed that Craig Davis has been managing the Nutritional Business
and that he will continue to manage the Nutritional Business
through May 31, 2007 and that he will be authorized to collect
receivables and pay liabilities of the Nutritional Business in a
manner that is consistent with the terms of this
Agreement.
Section 3.
PURCHASE PRICE
3.1.
Purchase Price. The
aggregate purchase price for the Assets (the “
Purchase Price ”)
shall be an amount of cash, or such other valuable consideration as
agreed upon by Buyer and Seller, equal to the net book value of the
Assets as of the date of this Agreement. The Purchase Price shall
be paid by Buyer to Seller on or before Friday, June 29,
2007.
Section 4.
INDEMNITY
4.1.
Indemnification by Seller. Seller
shall indemnify, defend, and hold harmless Buyer and its respective
successors and assigns and the directors, officers, employees, and
agents of each (collectively, the “
Buyer Group ”)
from and against any and all demands, claims, actions, or causes of
action, assessments, losses, damages, liabilities, costs, and
expenses, including reasonable fees and expenses of counsel, other
expenses of investigation, han
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