ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of this 4th day of August, 2005, by and between IMCOR Pharmaceutical Co., a Nevada corporation located at P.O. Box 2389, La Jolla, CA 92037 (hereinafter known as “Seller”) and NanoScan Imaging, LLC, a Pennsylvania limited liability company located at 2250 Berks Road, Lansdale, PA 19446 (hereinafter known as “Buyer”, and Buyer and Seller are hereinafter each known as a “Party” and together known as the “Parties”).

WITNESSETH:

WHEREAS, Seller has been developing N1177, an iodine-based nanoparticulate contrast agent, and PH-50, the same or a substantially similar compound for a different indication;

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to buy from Seller, all of its assets exclusively related to N1177 and PH-50 and the development thereof (the “Business”), including without limitation intellectual property rights and all related documentation, manuals, notes, agreements and other assets necessary or ancillary to the research and development of N1177 and PH-50 (collectively, the “Assets”), all upon the terms and conditions and subject to the limited exceptions set forth herein;

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants, and agreements of the parties hereinafter set forth, the parties hereto, intending to be legally bound, do hereby agree as follows:

ARTICLE I

PURCHASE AND SALE OF ASSETS

1.1   Purchase and Sale of Assets . Upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase, accept, and acquire from Seller, and Seller agrees to sell, transfer, assign, convey, and deliver to Buyer, at the Closing (as hereinafter defined) in accordance with the terms of the Bill of Sale attached hereto as Exhibit A , and the Assignment and Assumption Agreement attached hereto as Exhibit B , all right, title and interest of Seller in and to the Assets. Without in any way limiting the generality of the foregoing, the Assets shall include all right, title and interest owned or held by Seller in the following:

1.2   Exclusions . The Assets shall not include any other assets of Seller, including without limitation any cash, investment accounts, accounts receivable, prepaid expenses, refunds owed for any early cancellations of insurance policies or benefit plans or any similar cash equivalent assets, stock and minute books and other corporate records, payroll records and tax returns.

ARTICLE II

NO ASSUMPTION OF LIABILITIES

Other than the assumption of any obligations and liabilities accruing after the Closing Date under the License and the other Assigned Contracts, at and after the Closing, Buyer shall assume no liabilities of the Seller.  

ARTICLE III

PRICE AND PAYMENT

3.1   Purchase Price . The aggregate purchase price for the Assets (the “Purchase Price”) shall be One Hundred Seven Thousand Five Hundred Dollars ($107,500).

3.2   Payment . On the Closing Date, Buyer shall pay Seventy One Thousand Five Hundred Dollars ($71,500) of the Purchase Price to Seller by wire transfer to Seller’s bank account pursuant to wire instructions provided by Seller, and Three Thousand Five Hundred Dollars ($3,500) of the Purchase Price by check to H. Donlon Skerrett as a finder’s fee. Buyer will pay the remaining balance of Thirty Two Thousand Five Hundred Dollars ($32,500) of the Purchase Price as follows: (i) Thirty One Thousand Dollars ($31,000) to Seller by wire transfer upon receipt of the Business Records and written verification that the payment referenced in Section 3.3 has been made and accepted by MPI as full and complete recognition and satisfaction of any amounts owing to MPI, and (ii) One Thousand Five Hundred Dollars ($1,500) by check to H. Donlon Skerrett as a finder’s fee upon payment of the amount referenced in (i) above..

3.3   Within 10 days of Closing, Seller will pay Ten Thousand Dollars ($10,000) to MPI as directed by MPI, as full and complete recognition and satisfaction of all of Seller’s prior obligations to MPI.  

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Buyer as follows:

4.1   Organization and Standing of Seller . Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and is qualified to do business as a foreign corporation and is in good standing in the State of California and such other states where the failure to be so qualified and in good standing would affect the ability of Seller to enter into this Agreement, consummate the transactions contemplated thereby, or to operate the business of Seller as it has previously been operated.

4.2   Power and Authority; Validity and Enforceability . Seller has the power and authority to operate its business as it has been and is presently conducted and to execute, deliver, and perform this Agreement and the other agreements and instruments to be executed and delivered by it in connection with the transactions contemplated hereby and thereby, it 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 and thereby. This Agreement is, and the other agreements and instruments to be executed and delivered by Seller in connection with the transactions contemplated hereby shall be, the legal, valid and binding obligations of Seller, enforceable in accordance with their terms.

4.3   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 or thereby, nor the consummation of the transactions contemplated hereby or thereby, will violate or conflict with (1) the Articles of Incorporation or Bylaws of Seller, (2) to the Seller’s knowledge, any federal, state, or local law, regulation, ordinance, governmental restriction, order, judgment, or decree applicable to Seller or the Assets or Business, or (3) any mortgage, indenture, license, instrument, trust, contract, agreement, or other commitment or arrangement to which Seller is a party or by which Seller or any of the Assets is bound.

4.4   Litigation . Except as set forth on Schedule 4.4, there are no pending or threatened actions, suits, written or oral claims, litigation at law or in equity, or any proceedings of any kind, whether before a court, an arbitration or before any commission or administrative or governmental authority or agency against or involving Seller or any of its assets, including the Assets.

4.5   Required Contract Consents . No approval, authorization, consent, permission, or waiver to or from, or notice, filing, or recording to or with, any person is necessary for (1) 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 or thereby by Seller or the consummation by Seller of the transactions contemplated hereby; (2) the transfer and assignment to Buyer at Closing of the Assigned Contracts and other Assets, or (3) the ownership and use of the Assets.

4.6   Asset Encumbrances . There are no liabilities or obligations of Seller with respect to the Business or the Assets of any kind whatsoever, whether or not accrued, contingent or absolute, determined or determinable, and there is no existing condition, situation or set of circumstances, including without limitation any verbal or written agreements or arrangements between Seller and/or one of its creditors, shareholder or any third parties, which could result in such liability or obligation.

4.7   Taxes . There are no liens for taxes other than for current taxes not yet due and payable upon the Assets.

4.8   Title to Tangible Property . Buyer at Closing shall obtain good and marketable title to all of the tangible Assets (i.e., raw material, Technical Documentation, Equipment, and Business Records), free and clear of all title defects, liens, restrictions, claims, charges, security interests, or other encumbrances of any nature whatsoever, including any mortgages leases, chattel mortgages, conditional sales contracts, collateral security arrangements, or other title or interest retention arrangements. To the Seller’s knowledge, all of the tangible Assets are in good operating order, condition, and repair, ordinary wear and tear excepted, and are suitable for use in the ordinary course. Between March 31, 2005 and the Closing Date, to the Seller’s knowledge, there has not been any material adverse degradation to the general condition or value of the Assets, other than in the ordinary course.

4.9   Title to Intellectual Property Rights .

a.   Ownership . Seller is the owner of the Intellectual Property Rights that Buyer shall receive at Closing. Schedule 1.1 sets forth all trademarks and service marks, all trade names, all copyrights, and all filed patent applications and issued patents owned or licensed by Seller and used for the operation of the Business relating to the Assets as heretofore operated.

b.   Absence of Claims . No claims have been asserted by any person or entity for the use of the Intellectual Property Rights, and Seller does not know of any valid basis for any such claim. The use of the Intellectual Property Rights by the Seller does not infringe on or misappropriate the patent, trademark, copyright, trade secret or other intellectual property or ownership rights of any third party.

4.10   Adequacy of Technical Documentation . The Technical Documentation includes all documentation used in the Business as well as any pertinent commentary or explanation that may be necessary to render such materials understandable and usable by trained personnel in the life sciences diagnostic industry.

4.11   Assigned Contracts . The Assigned Contracts listed in Schedule 1.1 constitute the material contracts, agreements, licenses, and other commitments and arrangements necessary or advisable for the conduct of the Business and use of the Assets as previously conducted and used, and an accurate and complete copy of each of the Assigned Contracts has been supplied to Buyer. Each Assigned Contract, including the License: (i) sets forth the entire agreement and understanding between Seller and the other parties thereto; and (ii) is valid, binding and in full force and effect, and there is no event which has occurred or exists, which constitutes or which, with notice, the happening of any event (including the sale of the Assets) and/or the passage of time would constitute a default or breach under any such Assigned Contract by Seller, or, to Seller’s knowledge, any other party thereto, or would cause the acceleration of any obligation of any party thereto or give rise to any right of termination or