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ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

ASSET PURCHASE AGREEMENT | Document Parties: INFRABLUE (US) INC. | INFRABLUE (US) INC | NEXTGEN BIOSCIENCE INC | OXON LIFE SCIENCE LIMITED You are currently viewing:
This Asset Purchase Agreement involves

INFRABLUE (US) INC. | INFRABLUE (US) INC | NEXTGEN BIOSCIENCE INC | OXON LIFE SCIENCE LIMITED

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Title: ASSET PURCHASE AGREEMENT
Governing Law: Nevada     Date: 10/17/2007

ASSET PURCHASE AGREEMENT, Parties: infrablue (us) inc. , infrablue (us) inc , nextgen bioscience inc , oxon life science limited
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ASSET PURCHASE AGREEMENT

THIS AGREEMENT effective as of October 12, 2007.

BETWEEN:

OXON LIFE SCIENCE LIMITED. , a company incorporated pursuant to the laws of Nevis, BritishWest Indies and having an address at Donegan, Zetlands, Nevis, St Kitts & Nevis, West Indies

(the “ Seller ”)

AND:

INFRABLUE (US) INC., a company incorporated pursuant to the laws of the State of Nevada and having a business address at Suite 3.19, 130 Shaftesbury Avenue, London, England W1D 5EV

(the “ Buyer ”)

AND:

NEXTGEN BIOSCIENCE INC., a company incorporated pursuant to the laws of the State of Nevada and having a business address at Suite 3.19, 130 Shaftesbury Avenue, London, England W1D 5EV

(“ Holdco ”)

WHEREAS:

A.                             The Seller is the owner of certain assets and undertakings relating to the development of therapies for the treatment of certain types of cancer;

B.                             The Buyer and Holdco desire to purchase from the Seller and the Seller desires to sell and assign to the Buyer and Holdco certain intellectual property assets of the Seller in exchange for shares of the Buyer on the terms and subject to the conditions of this Agreement; and

C.                             In contemplation of the execution of this Agreement, the Seller has filed patent applications relating to the intellectual property assets contemplated hereby with the European Patent Office in the name of Holdco.

NOW THEREFORE , in consideration of the mutual promises of the parties hereto, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and between the parties hereto as follows:


ARTICLE 1

DEFINITIONS AND INTERPRETATION

Definitions

1.1                              In this Agreement, including the recitals and schedules, the following words and phrases have the following meanings:

(a)           “ Affiliate ” in respect of a Person, means any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, such first Person where “control” means, with respect to the relationship between or among two or more Persons, the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person;

(b)           “ Assets ” means all property and assets set forth in Schedule A hereto, which property and assets include, without limitation, the Contracts, the Intellectual Property and the Permits and Licenses;

(c)           “ Business Day ” means any day other than a Saturday, Sunday or public holiday in London, England;

(d)           “ Closing ” means the completion of the purchase and sale of the Assets on the terms and subject to the conditions contained in this Agreement by the Buyer and the Seller respectively;

(e)           “ Closing Date ” means the 12 th day of November, 2007, or such other day as agreed to in writing between the Parties on which the Closing is to occur;

(f)           “ Consents and Approvals ” means all necessary consents and approvals required to be obtained in connection with the execution and delivery by the Seller of this Agreement and the consummation of the transactions described herein, as listed in the Disclosure Schedule;

(g)           “Contracts” means all agreements and contracts to which the Seller is party that relate to the ownership or use of the Assets by the Seller, including without limitation those contracts and agreements set forth in Schedule A;

(h)           “ Disclosure Schedule ” means the disclosure schedule attached as Schedule B hereto. The Disclosure Schedule will be arranged in sections corresponding to the numbered and lettered sections contained in this Agreement and the disclosure in any section qualifies other sections in this Agreement only to the extent that such disclosure specifically references the fact that it also qualifies or applies to such other specified sections;

(i)           “ Encumbrance ” means any lien, claim, charge, pledge, hypothecation, security interest, mortgage, title retention agreement, option, assignment, license or other encumbrance or adverse claim of any nature or kind whatsoever;

(j)           “ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended;


(k)           “ Intellectual Property ” means all rights in and to patents and patent applications, registered or unregistered trademarks, service marks, and trademark or service mark registrations and applications, trade names, logos, designs, Internet domain names, slogans and general intangibles of like nature, together with all goodwill relating to the foregoing, copyrights, copyright registrations, renewals and applications, Software, licenses, agreements and all other proprietary rights, which relate to the Assets;

(l)           “Name Change” means the name change of the Buyer to “NextGen Bioscience Inc.”;

(m)           “ Party ” means each party to this Agreement individually and “ Parties ” mean each Party collectively;

(n)           “Permits and Licenses” means all rights of the Seller with respect to permits, approvals, orders, authorizations, consents, licenses, certificates and all pending applications therefor, which have been issued or granted to, or are owned or used by, the Seller in connection with the ownership or use of the Assets;

(o)           “Person” is to be broadly interpreted and includes an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or association, or a Governmental Entity;

(p)           “Purchase Price” means the Shares of the Buyer to be issued to the Seller at Closing in consideration for the purchase of the Assets;

(q)           “ Purchaser’s Solicitors ” means Lang Michener LLP;

(r)           “Schedule 14F-1 Information Statement” means an information statement to prepared by the Buyer in accordance with Rule 14f(1) of the Exchange Act in connection with the change in the majority of the Buyer’s board of directors contemplated by this Agreement;

(s)           “ SEC ” means the United States Securities and Exchange Commission; (t) “ Securities Act ” means the United States Securities Act of 1933, as amended; (u) “Shares” means 3,500,000 shares of the Buyer’s Common Stock;

(v)           “Stock Split” a forward split of the Buyer’s outstanding common stock on a four new shares for one old shares basis, which forward split will include a corresponding increase to the authorized capital of the Buyer, each in accordance with Section 78.207 of Chapter 78 of the Nevada Revised Statutes.

Schedules

1.2                               The following schedules are attached to, form part of, and are hereby incorporated by reference into this Agreement:

Schedule A – Description of Assets

Schedule B – Disclosure Schedule

Schedule C – Assignment of Intellectual Property


ARTICLE 2

SALE AND TRANSFER OF ASSETS; CLOSING

2.1                               Sale of Assets. Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, covenants and agreements contained herein, at the Closing, the Seller shall sell, convey, assign and transfer the Assets to the Buyer and Holdco, and the Buyer and Holdco shall purchase the Assets from the Seller.

2.2                               Consideration. In consideration of the sale, transfer and assignment to the Buyer of the Assets, at the Closing, the Buyer shall issue and deliver to the Seller the Shares, which Shares shall be subject to any increase or decrease in the Buyer’s share capital prior to Closing as a result of any subdivision or consolidation of the Buyer’s share capital, including pursuant to the Stock Split.

2.3                               The Closing. The Closing shall take place on the Closing Date at the offices of the Buyer or such other place as the parties may agree in writing.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE SELLER

To induce the Buyer to execute, deliver and perform this Agreement, and in acknowledgement of the Buyer’s reliance on the following representations and warranties (in addition to any other representations and warranties included in this Agreement), the Seller represents and warrants to the Buyer as follows as of the date hereof and as of the Closing Date:

3.1                               Organization. The Seller is a corporation duly organized, validly existing and in good standing under the applicable laws of Nevis, West Indies with the power and authority to conduct its business as it is now being conducted and to own its assets.

3.2                               Power and Authority. The Seller has the power and authority to execute, deliver, and carry out its obligations under the Agreement and any other agreements and instruments to be executed and delivered by it in connection with the transactions contemplated hereby, and the Seller has taken all necessary action to authorize the execution and delivery of this Agreement and such other agreements and instruments and the consummation of the transactions contemplated hereby, including but not limited to the receipt of all necessary regulatory approvals. This Agreement is, and the other agreements and instruments to be executed and delivered by the Seller in connection with the transactions contemplated hereby, when such other agreements and instruments are executed and delivered, shall be the valid and legally binding obligations of the Seller enforceable against the Seller in accordance with their respective terms.

3.3                               Title to Assets. The Seller is the owner of all of the Assets free and clear of any and all Encumbrances. Without limiting the generality of the foregoing, neither the Seller’s Affiliates, consultants or clients, nor any employees of the Seller, own or possess any of the Assets (including, without limitation, any Intellectual Property) or any legal or beneficial interest in the Assets.

3.4                               No Rights to Purchase Assets. There is no agreement, contract, option, commitment or other right in favour of, or held by, any person for the purchase of the Assets or any interest therein from the Seller.


3.5                               No Conflict. Neither the execution and delivery of this Agreement and the other agreements and instruments to be executed and delivered in connection with the transactions contemplated hereby, nor the consummation of the transactions contemplated hereby, will violate or conflict with:

(a)           any law, regulation, ordinance, governmental restriction, order, judgment or decree applicable to the Seller;

(b)           any provision of any charter, bylaw or other governing or organizational instrument of the Seller; or

(c)           any mortgage, indenture, license, instrument, trust, contract, agreement, or other commitment or arrangement to which the Seller is a party or by which the Seller is bound.

3.6                               Litigation. There are no actions, suits, claims, applications, complaints or investigations, directive, or notice of defect or non-compliance in any court or before any arbitrator or before or by any regulatory body, board, tribunal, administrative licensing or regulatory agency, body or office, or governmental department or governmental or non-governmental body issued or pending or, to the Seller’s knowledge, threatened by or against the Seller, or related to its business, the Assets or affecting the business or the operations of the business or the transactions contemplated by this Agreement and to the Seller’s knowledge there is not factual or legal basis which could give rise to any such actions, suit, proceeding, claim, application, complaint, investigation, directive or notice of defect or non-compliance.

3.7                               Material Contracts . With respect to Contracts the Seller warrants and represents that there are no Contracts in existence.

3.8                               Required Consents. No permit, approval, authorization, consent, permission, or waiver to or from any person, or notice, filing, or recording to or with, any person is necessary for:

(a)           the execution and delivery by the Seller of this Agreement and the other agreements and instruments to be executed and delivered by the Seller in connection with the transactions contemplated hereby, or the consummation by the Seller of the transactions contemplated hereby; or

(b)           the transfer to and ownership and use of the Assets by the Buyer.

3.9                               Intellectual Property.

(a)           The Seller owns or has the valid right to use all of its Intellectual Property.

(b)           The Intellectual Property owned or used by the Seller is free and clear of all liens, charges, Encumbrances or other restrictions on transfer. The Seller is registered with all applicable governmental agencies as the sole owner of record for each application and registration listed on Schedule A. The Seller is the registered owner of such Internet domain names listed on Schedule A and where applicable has a currently valid registration of such domain names.

(c)           The Seller owns no trademarks or software related to the Assets in any form. The patent registrations listed in Schedule A are valid and subsisting, in full force and effect, and have not been cancelled, expired, or abandoned. There is no pending or threatened opposition, interference or cancellation proceeding before any court or registration authority in any


jurisdiction against such registrations or against any of the Intellectual Property licensed to the Seller pursuant to the License Agreements (as defined in the next paragraph).

(d)           Schedule A attached hereto sets forth a complete and accurate list of all agreements pertaining to the use of, or granting any right to use or practice any rights under, the Intellectual Property, whether the Seller is the licensee, licensor or user thereunder and whether written, oral, express or implied, and any written settlements or consents relating to any Intellectual Property and covenants not to sue (collectively, the “License Agreements”), indicating for each the title, the parties, date executed, and the Intellectual Property covered thereby. Except as set forth in Schedule B, there are no settlements, consents, judgments, or orders or other agreements which restrict any of the Seller’s rights to use any of the Intellectual Property or permit third parties to use any Intellectual Property which would otherwise infringe any of the Seller’s Intellectual Property.

(e)           To the best of the Seller’s knowledge, no third party is misappropriating, infringing, diluting, or violating any of the Intellectual Property owned by, assigned or licensed to the Seller, and no such claims are pending against a third party by the Seller.

3.10                               Investor Representations. The Seller acknowledges and agrees that the Shares will be offered and sold to the Seller without being registered under the Securities Act and will be issued to the Seller in accordance with Rule 903 of Regulation S of the Securities Act in an “ offshore transaction ” within the meaning of Regulation S based on the representations and warranties of the Seller in this Agreement. As such, the Seller further acknowledges and agrees that all Shares will, upon issuance, be “ restricted securities ” within the meaning of the Securities Act.

3.11                               Agreement Regarding Resale. The Seller agrees to resell the Shares only in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration pursuant to the Securities Act, and otherwise in accordance with all applicable state securities laws and the laws of any other jurisdiction. The Seller agrees that the Buyer may require the opinion of legal counsel reasonably acceptable to the Buyer in the event of any offer, sale, pledge or transfer of any of the Shares by the Seller pursuant to an exemption from registration under the Securities Act.

3.12                               Prohibition Against Hedging Transactions. The Seller agrees not to engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act.

3.13                               Right of Company to Refuse Transfer. The Seller agrees that the Buyer will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, pursuant to an available exemption from registration, or otherwise pursuant to this Agreement.

3.14                               No Obligation to Register. The Seller acknowledges that the Buyer has not agreed and has no obligation to register the resale of the Shares under the Securities Act.

3.15                               Share Certificates. The Seller acknowledges and agrees that any and all certificates representing the Shares will be endorsed with the following legend pursuant to Regulation S of the Securities Act or such similar legend as deemed advisable by legal counsel for the Buyer to ensure compliance with Regulation S of the Securities Act and to reflect the status of the Shares as restricted securities:


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER THE STATE SECURITIES LAWS OF ANY OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATIONS UNDER THE U.S. SECURITIES ACT, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULES 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF (C) OR (D) THE SELLER HAS FURNISHED TO THE CORPORATION AN OPINION TO SUCH EFFECT FROM COUNSEL, OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION PRIOR TO SUCH OFFER, SALE OR TRANSFER.”

3.16                               Issuance of Shares. The Seller further represents and warrants to the Buyer as follows, and acknowledges that the Buyer is relying upon such covenants, representations and warranties in connection with the issue of the Shares to the Seller:

(a)           the Seller is not a “ U.S. Person ” as defined in Regulation S of the Securities Act and is not acquiring the Shares for the account or benefit of a U.S. Person;

(b)           the Seller was not in the United States at the time the offer to purchase the Shares was received or this Agreement was executed;

(c)           The Seller has not purchased the Shares as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television or other form of telecommunications, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

(d)           the Seller has such knowledge, sophistication and experience in business and financial matters such that it is capable of evaluating the merits and risks of the investment in the Shares. The Seller has evaluated the merits and risks of an investment in the Shares. The Seller can bear the economic risk of this investment, and is able to afford a complete loss of this investment;

(e)           the Seller acknowledges that the Buyer is in the early stages of development of its business and the Buyer’s success is subject to a number of significant risks, including the risk that the Buyer will not be able to finance its plan of operations. The Seller further acknowledges that (i) the Buyer has limited cash and working capital, (ii) the Buyer will have to raise additional capital in order to finance its plan of operations which capital may be raised by the issue of additional shares of its common stock which will result in dilution to the Seller, and (iii) the Buyer has no arrangements for any financing in place and there is no assurance that any financing will be completed;


(f)           the Shares will be acquired by the Seller for investment for the Seller's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Seller has no present intention of selling, granting any participation in, or otherwise distributing the same in the United States or to any U.S. Person. The Seller does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares;

(g)           the Seller has been afforded access to information about the Buyer and the Buyer’s financial condition, results of operations, business, properties, management and prospects sufficient for it to evaluate an investment in the Shares. The Seller further represents that it has had an opportunity to ask questions and receive answers from representatives of the Buyer regarding the terms and conditions of the offerings completed by the Buyer and the business, properties, prospects and financial condition of the Buyer, each as is necessary to evaluate the merits and risks of investing in the Shares. The Seller believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Seller has had full opportunity to discuss this information with the Seller’s legal and financial advisers prior to execution of this Agreement;

(h)           the Seller acknowledges that the Buyer will rely on these representations in completing the issuance of the Shares to the Seller;

(i)           the Seller acknowledges that the offering of the Shares by the Buyer has not been reviewed by the United States Securities and Exchange Commission or any state securities regulatory authority;

(j)           this Agreement has been duly authorized, validly executed and delivered by the Seller; and

(k)           the Seller has satisfied itself as to the full observance of the laws of its jurisdiction in connection with the purchase of the Shares and the execution of this Agreement, including (i) the legal requirements within its jurisdiction of incorporation or residence of the Seller for the purchase of the Shares; (ii) any local or foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtained; (iv) the income tax and other tax consequences, if any, that may be relevant to an investment in the Shares; and (v) any restrictions on transfer applicable to any disposition of the Shares imposed by the jurisdiction in which the Seller is incorporated or resident.

3.17                               Disclosure. No representation, warranty, or statement made by the Seller in this Agreement or in any document or certificate furnished or to be furnished to the Buyer pursuant to this Agreement contains or will contain any untrue statement or omits or will omit to state any fact necessary to make the statements contained herein or therein not misleading. The Seller has disclosed to the Buyer all facts known or reasonably available to the Seller that are material to the use of the Assets.

3.18                               Truth at Closing. All of the representations, warranties and agreements made by the Seller contained in this Agreement shall be true and correct and in full force and effect as of the date hereof and as of the Closing Date.


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