ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the “ Agreement ”) is made as of May 1, 2009 (the “Effective Date”), by and between Asempra (Assignment for the Benefit of Creditors), LLC, in its sole and limited capacity as Assignee for the Benefit of Creditors of Asempra Technologies, Inc. (the “ Seller ”), with principal offices located at 1100 La Avenida, Mountain View, CA 94043, and BakBone Software, Inc., a California corporation (the “ Buyer ”), with principal offices located at 9540 Towne Centre Drive, San Diego, CA 92121.

RECITALS

A. By resolution of the board of directors (the “ Board ”) of Asempra Technologies, Inc., a California corporation (the “ Assignor ”), as memorialized in the duly executed minutes, Assignor has transferred ownership of all its right, title and interest in and to tangible and intangible assets (the “ Assets ”) to Seller, and in so doing has also designated Seller to act, pursuant to California law, as the Assignee for the Benefit of Creditors of Assignor. The General Assignment agreement (the “ General Assignment ”) between Assignor and Seller, as assignee, is attached hereto as Exhibit A .

B. Seller and Buyer have identified a subset of the Assets that Buyer desires to purchase from Seller (the “Required Assets” ). The Required Assets are listed in Section 1.2 below. After consummation of the Closing contemplated under this Agreement, Seller will liquidate any remaining Assets that are not Required Assets (the “ Remaining Assets” ), and will undertake the winding down of Assignor, which shall ultimately include, but shall not be limited to, the distribution of net funds, after payment of fees and costs associated with the liquidation and winding down, to Assignor’s creditors, which are generated from the sale of the Assets.

C. Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Required Assets, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the above recitals and the mutual covenants hereinafter set forth, Buyer and Seller hereby agree as follows:

1.1 Agreement to Sell and Purchase Required Assets . Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants set forth in this Agreement, Seller agrees to sell, assign, transfer and convey to Buyer at the Closing (as defined in Section 2.2 below), and Buyer agrees to purchase and acquire from Seller at the Closing, all of Seller’s right, title and interest in and to all of the Required Assets. The Required Assets will be sold, assigned, transferred and conveyed to Buyer (subject to Section 1.3) on the Closing Date “as is” and “where is”, with no representations or warranties other than those specifically set forth below, and subject to any and all pledges, liens, licenses, rights of possession, security interests, restrictions, encumbrances, charges, title retention, conditional sale or other security arrangements of any nature whatsoever (collectively, “Encumbrances” ).

1.2 Required Assets Defined . As used in this Agreement, the term “ Required Assets ” means, collectively, Seller’s right, title and interest in and to (a) all intellectual property rights or interests relating in any way to all or any part of the Asempra BCS product family, including, without limitation, any software, hardware and firmware relating thereto, in object and source code form; all patents, copyrights, trademarks, trade secrets and other applications therefore; all user manuals, reference manuals and other documentation and materials relating to any Required Assets; and any derivative works, foreign language versions, fixes, upgrades, updates, enhancements and new versions thereof; (b) any and all rights, claims and interests relating to the Required Assets, any employee or third party confidentiality nondisclosure, intellectual property or other proprietary rights assignment agreement, or any claims or rights for breach thereof, as the same relate to Required Assets; and (c) those assets listed in Exhibit B attached hereto, provided, however, that the Required Assets shall not, under any circumstances, include Seller’s or Assignor’s (i) cash, (ii) accounts receivable, (iii) claims or preference or fraudulent conveyance recoveries under applicable law, (iv) state or federal tax refunds, (v) insurance refunds or recoveries, (vi) utility or leasehold security deposits, (vii) customer contracts, and (viii) real property leases.

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However, the remaining assets of Seller shall be stripped of all Required Assets, including the removal of all software and documentation from such assets besides Required Assets, with no trace of any Required Assets left behind at Seller. Buyer shall promptly execute and deliver to Seller any and all such further assignments, endorsements and other documents as Seller may reasonably request for the purpose of effectuating the terms and conditions of this Section.

1.3 Asset Transfer; Passage of Title; Delivery .

(a) Title Passage . Except as otherwise provided in this Section, upon the Closing, title to all of the Required Assets shall pass to Buyer; and Seller shall make available to Buyer possession of all of the Required Assets as provided in subsection 1.3(b), and shall further, upon Buyer’s request, execute assignments, conveyances and/or bills of sale reasonably requested to convey to Buyer title to all the Required Assets, subject to the Encumbrances not discharged pursuant to this Agreement, in accordance with Section 1.1 of this Agreement, as well as such other instruments of conveyance as counsel for Buyer may reasonably deem necessary to effect or evidence the transfers contemplated hereby; provided that, as provided in Section 8.1, Buyer’s obligation to close shall be subject to the Buyer’s satisfaction with the elimination of the lien by ATEL Ventures, Inc. (“ ATEL ”) on the Required Assets. The intent of the parties is that the first goal of the use of the Purchase Price is to discharge ATEL’s lien, but that, once Buyer closes, the balance of the Purchase Price can be retained by Seller, except as the parties hereto may otherwise agree in any amendment hereto at or before the closing.

(b) Delivery of Required Assets . On the Closing Date (as defined in Section 2.2), Seller shall make available to Buyer possession of the Required Assets, provided however, that the expenses of retrieving, removing and transferring the Required Assets shall be borne exclusively by Buyer.

(c) Release of Encumbrances . On the Closing Date Seller shall deliver to Buyer in form reasonably satisfactory to Buyer (the “Encumbrance Release Arrangements”) a release of the lien by ATEL on the Required Assets.

(d) Retention of Documents . As Assignee, Seller is responsible for maintaining business records during the assignment process and, among other things, will have to prepare and file final tax returns. To the extent Buyer requires business records of Assignor that Seller requires to administer the assignment estate, Buyer shall, at its own expense, arrange to obtain copies of such records from Seller.

1.4 Release . Seller shall execute and perform the Release in the form of Exhibit E hereto (the “ Release ”).

2.1 Purchase Price . In consideration of the sale, transfer, conveyance and assignment of all the Required Assets to Buyer at the Closing, Buyer shall: (a) pay Three Hundred Fifty Thousand Dollars ($350,000) in cash consideration, which shall be paid to Seller by wire transfer at the Closing less the amount required to discharge or satisfy the claim of ATEL pursuant to its agreement with Seller as set forth on Exhibit D hereto; and (b) cause BakBone Software Incorporated, a Canadian corporation (“ Parent ”) to issue Three Million Eight Hundred Forty-Six Thousand One Hundred Fifty-Four (3,846,154) common shares of Parent (the “ Parent Common Shares ”), which shall be issued to Seller less the amount required to discharge or satisfy the claim of ATEL pursuant to its agreement with Seller as set forth on Exhibit D hereto (collectively, the “ Purchase Price ”). ”

2.2 Closing. The consummation of the purchase and sale of the Required Assets contemplated hereby will take place at a closing to be held at the offices of Morrison & Foerster LLP, 12531 High Bluff Drive, San Diego, California (the “Closing” ), on May 1, 2009 (the “Closing Date” ), or at such other time or date, and at such place, or by such other means of exchanging documents, as may be agreed to by the parties hereto. If the Closing does not occur on or prior to May 1, 2009, or such later date upon which Buyer and Seller may agree in writing, this Agreement shall terminate upon written notice of termination given by either party hereto that is not in default of its obligations hereunder, and thereupon this Agreement shall become null and void and no party hereto will have any further rights or obligations hereunder, except that Sections 6.1 and 7.3 shall survive such termination.

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2.3 Termination of License Agreement. On the Closing Date, Buyer shall pay One Hundred Twenty Five Thousand Dollars ($125,000) to Seller by wire transfer, in full payment of accrued royalties owed by Buyer to Assignor or Seller as of the Closing Date pursuant to that certain Technology Development and License Agreement dated February 8, 2008 by and between Assignor and Buyer (the “ License Agreement ”). Upon receipt of such payment by Seller, the License Agreement shall terminate and shall be of no further force or effect.

3.1 Liabilities and Obligations Not Assumed . Buyer shall not assume or become obligated in any way to pay any liabilities, debts or obligations of Seller or of Assignor whatsoever, including but not limited to any liabilities or obligations now or hereafter arising from Assignor’s business activities that took place prior to the Closing or any liabilities arising out of or connected to the liquidation and winding down of Assignor’s business. All liabilities, debts, and obligations of Seller and of Assignor not expressly assumed by Buyer hereunder are hereinafter referred to as the “ Excluded Liabilities .”

3.2 No Obligations to Third Parties . The execution and delivery of this Agreement shall not be deemed to confer any rights upon any person or entity other than the parties hereto, or make any person or entity a third party beneficiary of this Agreement, or to obligate either party to any person or entity other than the parties to this Agreement.

Buyer hereby represents and warrants to Seller that all the following statements are true, accurate and correct:

4.1 Due Organization . Buyer is a corporation duly organized, validly existing, and in good standing under the laws of California. Buyer has all necessary power and authority to enter into this Agreement and all other documents that Buyer is required to execute and deliver hereunder, and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required therefore.

4.2 Power and Authority; No Default . Buyer has all requisite power and authority to enter into and deliver this Agreement and to perform its obligations hereunder. The signing, delivery and performance by Buyer of this Agreement, and the consummation of all the transactions contemplated hereby, have been duly and validly authorized by Buyer. This Agreement, when signed and delivered by Buyer, will be duly and validly executed and delivered and will be the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to the laws relating to bankruptcy, insolvency and relief of debtors, and rules and laws governing specific performance, injunctions, relief and other equitable remedies.

4.3 Authorization for this Agreement . No authorization, approval, consent of, or filing with any governmental body, department, bureau, agency, public board, authority or other third party is required for the consummation by Buyer of the transactions contemplated by this Agreement.

4.4 Litigation . To the best of Buyer’s knowledge, there is no litigation, suit, action, arbitration, inquiry, investigation or proceeding pending or, to the knowledge of Buyer, threatened, before any court, agency or other governmental body against Buyer (or any corporation or entity affiliated with Buyer) which seeks to enjoin or prohibit or otherwise prevent the transactions contemplated hereby.

4.5 Validity of Parent Common Shares. The Parent Common Shares, when issued, sold and delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, and nonassessable, and will be free of liens, encumbrances or restrictions on transfer, other than encumbrances or restrictions on transfer under this Agreement and under applicable state and

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federal securities laws. The offer, sale and issuance of the Parent Common Shares pursuant to this Agreement are exempt from the registration requirements of applicable state and federal securities laws, and neither Parent nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

4.6 Parent Periodic Reports . Each of Parent’s (a) Form 10-K for the fiscal year ended March 31, 2008 (the “ 10-K ”), (b) Form 10-Q for the quarters ended June 30, 2008, September 30, 2008 and December 31, 2008 (together, the “ 10-Qs ”), (c) Proxy Statement filed with the U.S. Securities and Exchange Commission (“ SEC ”) on February 25, 2009, and (d) Form 8-K filed with the SEC on April 28, 2008 does not contain any untrue statement of a material fact or omit to state a material fact. Parent’s financial statements included in the 10-K and the 10-Qs have been prepared in accordance with U.S. GAAP, are true and correct in all material respects and present fairly the financial condition and operating results of Parent.

4.7 No Conflicts . The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby will not result in (a) a violation or constitute, with or without the passage of time and giving of notice, a default under any provision of Buyer’s constitutive documents, or (b) a breach or violation in any material respect of any material agreement, judgment, order, writ, decree, or (c) the creation of any material lien, charge or encumbrance upon any assets of Buyer, or (d) the suspension, revocation, impairment, forfeiture, or non-renewal of any material permit, license, authorization, or approval applicable to Buyer, its business or operations or any of its assets or properties.

Seller represents and warrants to Buyer that all of the following statements are true, accurate and correct:

5.1 Corporate Organization . Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of California.

5.2 Power and Authority; No Default Upon Transfer . As Assignee, Seller has all requisite power and authority to enter into and deliver this Agreement and to perform its obligations hereunder and under the General Assignment. The signing, delivery and performance by Seller of this Agreement, and the consummation of all the transactions contemplated hereby, have been duly and validly authorized by Seller. To the best of Seller’s knowledge, the General Assignment was duly authorized by Assignor’s Board and is a valid agreement binding on the Assignor and Seller. This Agreement, when signed and delivered by Seller, will be duly and validly executed and delivered and will be the valid and binding obligation of Seller, enforceable against Seller, as Assignee, in accordance with its terms as governed by applicable law, regulations and rules. Neither the signing and delivery of this Agreement by Seller, nor the performance by Seller of its obligations under this Agreement, will (i) violate Seller’s Articles of Incorporation or Bylaws, or (ii) to the best of Seller’s knowledge, violate any law, statute, rule or regulation or order,