PATENT RIGHTS AND RELATED ASSETS PURCHASE AGREEMENT

Exhibit 10.6

PATENT RIGHTS AND RELATED ASSETS PURCHASE AGREEMENT

THIS PATENT RIGHTS AND RELATED ASSETS PURCHASE AGREEMENT (this “Agreement”), dated as of January 25th, 2007, is by and between VIA PHARMACEUTICALS, INC., a Delaware corporation having an address of 750 Battery St., Suite 330, San Francisco, California 94111 (the “Acquirer”), and NEURO3D, S.A., a French corporation having an address of 130 rue de la Mer Rouge, F-68200, Mulhouse, France (the “Company”). The Acquirer and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Certain other terms are used herein as defined below in Section 1 or elsewhere in this Agreement.

Recitals

WHEREAS, the Company desires to provide for the sale of patent rights and related assets related to the Company’s small molecule phosphodiesterase program to the Acquirer, and the Acquirer desires to acquire such patent rights and related assets from the Company, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and of the representations, warranties, covenants and agreements herein contained, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:

“Acquired Assets” means all of the Company’s right, title, and interest in and to all assets used or held for use in connection with the Company’s phosphodiesterase program, consisting of the following assets: (a) all patents, patent applications and patent registrations (including, without limitation, the Patents), Improvements, modifications, Know-How, trade secrets, developments, inventions (whether patentable or not), invention disclosures, technology, technical data, specifications, drawings, designs, regulatory filings/approvals/concurrences, notebooks, manufacturing data and technology, analytical and process techniques, research and development data and reports, methods, protocols, clinical and safety data in both paper and electronic formats, statistical programs, preclinical data, analytical data, batch records, standard operating procedures, analytical standards, metabolites, serum samples, tissue samples, API, compound stocks, compound databases and other materials and compositions related therewith or useful for the manufacture, use, sale or registration of assets related thereto, and any goodwill associated with any of the foregoing as listed on Annex I; (b) the Company’s compounds as listed in Annex 1; (c) the Compound Libraries; (d) quantities of materials and reagents that are being, or have been, used in assays in connection with the foregoing, including genetic constructs, monoclonal antibodies, cell lines, purified proteins, ready assays and expression vectors; . For the purpose of clarification, Acquired Assets shall not include Company’s physical facilities, retention of Company employees or any sales and marketing distribution system.

“Acquirer” is defined above in the preamble.

“Action” is defined in Section 8.5.

“Affiliates” means, with respect to a particular party, persons or entities controlling, controlled by or under common control with that party, as well as any officers, directors and majority-owned entities of that party and of its other Affiliates. As used in this definition, the term “control” means either (i) the possession, directly or indirectly, of the power to direct or to cause the direction of the management of the affairs of a Person or the conduct of the business of a Person, or (ii) the holding of a direct or indirect equity or voting interest of fifty percent (50%) or more in the Person.

“Agreement” means this Agreement and the annexes and exhibits hereto.

“Bill of Sale” means a Bill of Sale and Assignment conveying the Acquired Assets to the Acquirer (or its nominee) free and clear of any Encumbrances of any nature whatsoever, in the form and substance set forth as Exhibit A .

“Charter Documents” means an entity’s certificate or articles of incorporation, certificate defining the rights and preferences of securities, articles of organization, general or limited partnership agreement, certificate of limited partnership, joint venture agreement or similar document governing the entity.

“Claim Notice” is defined in Section 8.3.

“Claim Response” is defined in Section 8.3.

“Closing” is defined in Section 3.1.

“Closing Date” is defined in Section 3.1.

“Company” is defined above in the preamble.

“Compound Libraries” shall mean the Company’s libraries of small molecule compounds, which consist of both the phosphodiesterase small molecule inhibitor library of approximately 2,450 compounds.

“Confidential Information” is defined in Section 9.

“Consents” means any consent, waiver, approval, order or authorization of, or registration, declaration or filing with or notice to, any Governmental Authority or other Person.

“Contract” means any written or oral contract, agreement, lease, instrument or other commitment that is binding on any Person or its property under applicable Law.

“Court Order” means any judgment, decree, injunction, order or ruling of any federal, state, local or foreign court or governmental or regulatory body or authority that is binding on any person or its property under applicable Law.

“Co-owners” means Fondation Transplant (former FORENAP), the Université Louis Pasteur (ULP) and the Centre National de la Recherche Scientifique, (CNRS) who co-owned certain Patents”.

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“Co-ownership agreements” means the following agreements: a) agreement between the ULP, the CNRS and the Company dated 29 ^th  December 2006 under which the Company has rights to enter into this Asset Purchase Agreement and is committed to share the Purchase Price with ULP and CNRS; and b) agreement between Fondation Transplant (former FORENAP) and Company under which the Company has rights to enter into this Asset Purchase Agreement.

“Co-owned Patents” means the Patents co-owned by the Company and CNRS and/or ULP and/or Fondation Transplant (former FORENAP) described in Appendix II.

“Damages” is defined in Section 8.1.

“Default” means (a) a breach, default or violation, (b) the occurrence of an event that with or without the passage of time or the giving of notice, or both, would constitute a breach, default or violation or (c) with respect to any Contract, the occurrence of an event that with or without the passage of time or the giving of notice, or both, would give rise to a right of termination, renegotiation or acceleration or a right to receive damages or a payment of penalties.

“Encumbrances” means any lien, mortgage, security interest, pledge, restriction on transferability, defect of title or other claim, charge or encumbrance of any nature whatsoever on any property or property interest.

“Expiration Date” is defined in Section 8.4.

“Governmental Authority” shall mean any: (a) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi governmental authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative, organization, unit, body or entity and any court or other tribunal); (d) multi national organization or body; or (e) individual, entity or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power of any nature.

“Governmental Permit” means any governmental permit, license, registration, certificate of occupancy, approval or other authorization.

“Improvements” shall mean an improvement, the practice of which literally or equivalently infringes the exclusive rights of the Acquired Assets.

“IND” shall mean an Investigational New Drug Application filed with the United States Food and Drug Administration, or the equivalent application or filing filed with any equivalent agency or governmental authority outside the United States (including any supra-national agency such as in the European Union) necessary to commence human clinical trials in such jurisdiction.

“IND-Enabling Studies” shall mean the first safety study, pharmacology study or pharmacokinetic study conducted in animals according to the Good Laboratory Practices required by regulatory Authorities for pharmaceutical products. For the avoidance of doubt, IND-Enabling Studies are those that are required by regulation to be a component of an IND submission to a regulatory authority and shall not include pilot or similar studies that may be conducted by Acquirer in accordance with Good Laboratory Practices.

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“Indemnified Party” is defined in Sections 8.1 and 8.2.

“Indemnitor” is defined in Section 8.3.

“Information” shall mean all tangible and intangible (a) techniques, technology, practices, trade secrets, inventions (whether patentable or not), methods, knowledge, know-how, skill, experience, test data and results (including pharmacological, toxicological and clinical test data and results), analytical and quality control data, results or descriptions, software and algorithms and (b) compounds, compositions of matter, cells, cell lines, assays, animal models and physical, biological or chemical material.

“Inventions” means disclosures, notes, concepts, or Improvements that are protectable as a trade secret or by the exclusive rights under all United States and foreign patents that have issued or may issue in the future (including utility, utility model and design patents, supplementary protection certificates, certificates of invention and the like), all patent applications (including applications for utility, utility model and design patents, supplementary protection certificates, certificates of invention and the like), and all divisionals, continuations, continuations-in-part, reissues, reexaminations, renewals, extensions or additions to any such patents and patent applications, heretofore or hereafter filed or having legal force in any country of the world, and all inventions and Improvements disclosed therein.

“Know-How” shall mean all Information that has not been published or made publicly available relating to the Acquired Assets that is necessary to discover, make, use, and sell small molecule drugs, or that relates to the Compound Libraries, that is not included in the Patents and that the Company uses or holds for use in connection with its phosphodiesterase program.

“Knowledge” shall mean, with respect to a particular fact or matter, that the applicable party is actually aware of that fact or matter, or that such party could be expected to discover or otherwise become aware of that fact or matter in reasonable conduct of its business; provided that a party shall be deemed to have knowledge of (i) any matters set forth in written correspondence or notices addressed to such party and (ii) any matters contained in the files of such party.

“Law” means any statute, law, ordinance, regulation, order or rule of any federal, state, local, foreign or other governmental agency or body or of any other type of regulatory body, including those covering environmental, energy, safety, health, transportation, bribery, record keeping, zoning, antidiscrimination, antitrust, wage and hour, and price and wage control matters.

“Liability” means any direct or indirect liability, indebtedness, obligation, claim, loss, damage, deficiency, guaranty or endorsement of or by any person, absolute or contingent, accrued or unaccrued, due or to become due, liquidated or unliquidated.

“Liquidated Claim Notice” is defined in Section 8.3.

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“Litigation” means any lawsuit, action, arbitration, administrative or other proceeding, criminal prosecution or governmental investigation or inquiry.

“Out-Licenses” means licenses (including standard form licenses), sublicenses, agreements, contracts, waivers, distributor agreements, reseller agreements, covenants not to sue, rights to receive royalties or any other consideration, permissions or other arrangements (whether written or oral) under which the Company has granted to any third party the right to use or otherwise exploit the Acquired Assets.

“Party” is defined above in the preamble.

“Patents” means (a) the patents and patent applications listed on Annex II attached hereto, (b) any patents issuing on such patent applications, (c) any continuations, continuations-in-part, divisionals, renewals, extensions, term restorations, reexaminations, and reissues claiming priority to any of the foregoing patents, (d) any and all foreign patent applications and any patents issuing thereon that are counterparts of patents or patent applications in the foregoing clauses (a) through (c).

“Person” means any natural person, corporation, limited liability company, partnership, proprietorship, association, trust or other legal entity.

“Prime Rate” is defined in Section 8.3(b).

“Purchase Price” is defined in Section 2.2.

“Response Period” is defined in Section 8.3.

“Restricted Party” is defined in Section 9.1.

“Retained Liabilities” shall mean all Liabilities of the Company, including, without limitation, Liabilities of the Company: (a) that constitute trade payables; (b) arising under or relating to any Contract; (c) relating to any litigation pending on the date hereof, or instituted hereafter, based in whole or in part on events or conditions occurring or existing in connection with, or arising out of, or otherwise relating to, the Company or the ownership, possession, use, operation, sale or other disposition at or prior to the Closing of any of the Acquired Assets (or any other rights, properties or assets owned or used by or associated with the Company at any time at or prior to the Closing); (d) for Taxes, including, without limitation, Taxes arising in connection with the consummation of the transactions contemplated hereby (including any Taxes arising because the Company is transferring the Acquired Assets); (e) for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby; and (f) under this Agreement (or under any agreement between the Company on the one hand and the Acquirer on the other hand entered into on or after the date of this Agreement).

“Taxes” means all taxes, duties, charges, fees, levies or other assessments imposed by any French taxing authority (i.e. whether federal, state, local, municipal or foreign) including, without limitation, all net income, gross income, gross receipts, value-added, excise, withholding, social security, personal property, real estate, sales and use, ad valorem, license, lease, service, severance, stamp, transfer, payroll, employment, unemployment, disability,

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severance, customs, duties, alternative, windfall profits, add-on minimum, estimated and franchise taxes or other similar governmental charge or imposition (including any interest, penalties or additions attributable to or imposed on or with respect to any such Tax).

“Tax Return” means any French and local governmental tax return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Transaction Documents” means this Agreement, the Bill of Sale, and each of the other documents contemplated by this Agreement.

“Transactions” means the transactions contemplated by the Transaction Documents.

“Unliquidated Claim” is defined in Section 8.3.

2.1 Acquired Assets; No Assumption of Liabilities

(a) Purchase of Acquired Assets . On and subject to the terms and conditions of this Agreement, the Acquirer agrees to purchase from the Company, and the Company agrees to sell to the Acquirer, all of the Acquired Assets for the Purchase Price specified below in Section 2.2.

(b) No Assumption of Liabilities . The Acquirer will not assume or have any responsibility with respect to any Liability of the Company.

2.2 Purchase Price . The aggregate purchase price payable by the Acquirer for the Acquired Assets (the “Purchase Price”) shall be $2,600,000 in U.S. currency. US$1,600,000 of the Purchase Price paid by the Acquirer is in consideration for the Co-owned Patents. The Purchase Price shall be paid by the Acquirer to the Company in two installments as set forth in Sections 2.2(a) and 2.2(b).

(a) The first installment of the Purchase Price shall be paid at the Closing. The aggregate amount of the first installment of the Purchase Price shall be $1,600,000 in U.S. currency.

(b) The second installment of the Purchase Price shall be paid at the earlier of (i) the initiation by the Acquirer of IND-enabling studies for a Neuro3D Compound; and (ii) the first anniversary of the Closing Date. The aggregate amount of the second installment of the Purchase Price shall be $1,000,000 in U.S. currency.

3.1 Closing . The closing of the sale of the Acquired Assets to the Acquirer (the “Closing”) shall take place at such time and place as determined by the Parties (the “Closing Date”), which shall in no event be more than ten (10) days from the date hereof.

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3.2 Deliveries . At the Closing,

(a) the Acquirer shall pay by wire transfer or certified or bank checks of immediately available funds the first installment of the Purchase Price as contemplated by Section 2.2(a);

(b) the Company will execute and deliver to the Acquirer the Bill of Sale and such other instruments of sale, transfer, conveyance or assignment (including intellectual property transfer documents) as the Acquirer or its counsel may request; and

(c) During thirty days following the Closing Date, the Acquirer shall check the completeness of the Acquired Assets. Any claim or request concerning completeness of the Acquired Assets shall not be made later than thirty days following the Closing Date.

The Company represents and warrants, to and for the benefit of the Acquirer, as follows:

4.1 Organization . The Company is a corporation duly organized, validly existing and in good standing under the Laws of France and is qualified to do business as a foreign corporation in any jurisdiction where it is required to be so qualified.

4.2 Authorization . The Company has the absolute and unrestricted right, power and authority to enter into and to perform its obligations under each of the Transaction Documents to which it is or may become a party; and the execution, delivery and performance by the Company of each such Transaction Document have been duly authorized by all necessary action on the part of the Company and its stockholders, board of directors and/or other governing body. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Upon the execution of each of the other Transaction Documents, each of such other Transaction Documents will constitute the legal, valid and binding obligation of the Company, and will be enforceable against the Company in accordance with its terms.

4.3 Consents and Approvals . Neither the execution and delivery by the Company of the Transaction Documents to which it is a Party, nor the performance of the Transactions to be performed by such Party, will require any Consent, constitute a Default or cause any payment obligation (other than a payment obligation arising pursuant to a court-ordered decree of divorce or an agreement or instrument entered into or given in connection with a divorce proceeding or similar matter) to arise under (a) any Law or Court Order to which the Company is subject, (b) the Charter Documents or bylaws of the Company or (c) any Contract, Government Permit or other document to which the Company is a party or by which the properties or other assets of the Company may be subject.

4.4 Title to Acquired Assets . The Company has good and marketable title to all of the Acquired Assets, free from any Encumbrances. The use of the Acquired Assets is not subject to any Encumbrances, and such use does not encroach on the property or rights of anyone else.

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4.5 Certain Personal Property . All tangible personal property listed on Annex I (a) is in operating condition, reasonable wear and tear excepted, (b) is usable in the ordinary course of the Company’s business, and (c) conforms with any applicable Laws relating to its construction, use and operation.

4.6 Legal Proceedings and Compliance with Law . There is no Litigation that is pending or, to the Knowledge of the Company, threatened against the Company that relates to or might affect the Acquired Assets or that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. There has been no Default by the Company under any Laws applicable to the Company that relates to or might affect the Acquired Assets or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. There is no Court Order to which the Company, or any of the Acquired Assets, is subject.

4.7 Intellectual Property .

(a) Rights to the Intellectual Property Assets . The Acquired Assets include all of the intellectual property used or held for use by the Company in the exploitation, application or enforcement of the phosphodiesterase technology. The Company has not granted any Out-Licenses, whether or not currently exercisable.

(b) Quality of the Intellectual Property Assets . All of the Acquired Assets consisting of patents are in full force and effect and have not been declared invalid or unenforceable by any court of competent jurisdiction, and all of the Acquired Assets consisting of patent applications are pending with the applicable Governmental Authority (collectively, the “Registered Proprietary Assets”) and no such applications have been abandoned, allowed to lapse, or rejected. Except as disclosed on Schedule 4.7, none of the Registered Proprietary Assets is subject to any Taxes, maintenance fees, responses to official actions or other actions falling due within 60 days of the date hereof. All of the Acquired Assets are and at all times have been in compliance with all Laws, and all filings, payments and other actions required to be made or taken to maintain such Acquired Assets in full force and effect have been made by the applicable deadline. The Inventions were not published, patented, offered for sale, or in public use anywhere in the world prior to the filing date of the respective applications maturing into the respective Acquired Assets.

(c) Non-Infringement by the Company . The Company’s ownership and/or use of the Acquired Assets, including the products, systems, and methods disclosed or claimed in the Acquired Assets, do not, to the Knowledge of the Company, infringe upon, conflict with or otherwise violate any rights of any third party. The Company has not received notice of and there are no claims that the ownership and/or use of the Acquired Assets infringe upon, conflict with, misappropriate or otherwise violate any rights of any third party, including without limitation any lawsuits, demand letters, offers of license, interferences, oppositions, reissue proceedings, reexaminations, challenges to inventorship, cancellations or other contested proceedings, nor is there, to the Knowledge of the Company, any valid basis for the same.

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(d) Non-Infringement by Third Parties . To the Knowledge of the Company, no third party is engaging in conduct that infringes upon, conflicts with, dilutes, misappropriates or otherwise violates the Company’s rights in the Acquired Assets.

(e) No Limitation on Enforceability . The Company has not entered into any agreements or licenses or created any security interests, leases, equities, claims, options, restrictions, rights of first refusal, title retention agreements, covenants not to compete or other exceptions to title (whether written or oral) which affect the Acquired Assets. The Company has not granted any licenses, immunities, covenants not to sue or other rights (whether written or oral) with respect to the Acquired Assets which would provide a third party with a defense to patent or other intellectual property infringement or misappropriation proceedings, whether in the United States or in any other country. To the Knowledge of the Company there is no information that could reasonably form a basis for invalidating or rendering unenforceable any of the Acquired Assets, and no interference, opposition, reissue, reexamination or other proceeding of any nature is or has been pending or, to the Knowledge of the Company, threatened, in which the scope, validity or enforceability of any Acquired Asset is being, has been or could reasonably be expected to be contested or challenged.

(f) Protection of the Assets .

(i) All commercially reasonable measures have been taken to maintain the confidentiality of all non-public Acquired Assets and all other information the value of which to the Company is contingent upon maintenance of the confidentiality thereof. Without limiting the generality of the foregoing, each current and former employee, officer, director and stockholder of the Company, and each former and current consultant and each other independent contractor to the Company who has had access to proprietary information with respect to and/or in use by any the Company, has entered into an agreement suitable to vest all ownership rights to any of the Acquired Assets conceived, created, made, or reduced to practice by such person, alone or in cooperation with others, in the Company and has entered into an agreement for maintaining the confidential information of the Company. All of the foregoing agreements are in full force and effect in accordance with their respective terms.

(ii) There is to the Knowledge of the Company no unauthorized use, infringement or misappropriation of the Acquired Assets by any current or former employee, officer, director or stockholder, nor by any current or former consultant or independent contractor to the Company.

4.8 Finder’s Fees . No Person retained by the Company is or will be entitled to any commission or finder’s or similar fee in connection with the Transactions.

4.9 Accuracy of Information . No representation or warranty by the Company in any Transaction Document, and no information contained herein or therein or in any document delivered pursuant hereto or thereto, including the Schedules hereto, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements contained herein or therein not misleading.

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4.10 LIMITATION . THE FOREGOING REPRESENTATIONS AND WARRANTIES ARE GIVEN AND ACCEPTED IN SUBSTITUTION FOR ANY REPRESENTATION OR WARRANTY WHICH HAVE BEEN MADE BY THE COMPANY (OR THE STAFF OR AGENTS OF THE COMPANY) PRIOR TO THE SIGNING OF THIS AGREEMENT. EXCEPT FOR THE FOREGOING REPRESENTATIONS AND WARRANTIES AND EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS:

(A) A WARRANTY OR REPRESENTATION BY THE COMPANY AS TO THE VALIDITY AND SCOPE OF ANY ACQUIRED ASSETS CONSISTING OF PATENTS;

(B) A WARRANTY OR REPRESENTATION BY THE COMPANY THAT ANYTHING MADE, USED, SOLD, OFFERED FOR SALE, OR IMPORTED UNDER THE PATENTS INCLUDED IN THE ACQUIRED ASSETS IS OR WILL BE FREE FROM INFRINGEMENT OF PATENTS OF THIRD PARTIES;

(C) AN OBLIGATION ON THE PART OF COMPANY TO BRING OR PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENTS OF ANY OF THE PATENTS INCLUDED IN THE ACQUIRED ASSETS; OR

(D) A WARRANTY OR REPRESENTATION THAT THE ACQUIRED ASSETS CONSISTING OF PRODUCT DATA ARE FIT FOR A PARTICULAR PURPOSE.

The Acquirer represents and warrants, to and for the benefit of the Company, as follows:

5.1 Organization . The Acquirer is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation.

5.2 Authorization . The Acquirer has the absolute and unrestricted right, power and authority to enter into and to perform its obligations under each of the Transaction Documents to which it is or may become a party; and the execution, delivery and performance by the Acquirer of each such Transaction Document have been duly authorized by all necessary corporate action on the part of the Acquirer. This Agreement constitutes the legal, valid and binding obligation of the Acquirer, enforceable against the Acquirer in accordance with its terms. Upon the execution of each of the other Transaction Documents, each of such other Transaction Documents will constitute the legal, valid and binding obligation of the Acquirer, and will be enforceable against the Acquirer in accordance with its terms.

5.3 Consents and Approvals . Neither the execution and delivery by the Acquirer of the Transaction Documents to which it is a Party, nor the performance of the Transactions by the Acquirer, will require any Consent, or constitute a Default or cause any payment obligation to arise under (a) any Law or Court Order to which the Acquirer is subject, (b) the Charter Documents or bylaws of the Acquirer or (c) any Contract, Governmental Permit or other document to which the Acquirer is a party or by which the properties or other assets of the Acquirer may be subject.

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5.4 Legal Proceedings . There is no Litigation that is pending or, to the knowledge of the Acquirer, threatened against the Acquirer that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. There has been no Default by the Acquirer under any Laws applicable to the Acquirer that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. There is no Court Order to which the Acquirer is subject that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions.

5.5 Finder’s Fees . No Person retained by the Acquirer is or will be entitled to any commission or finder’s or similar fee in connection with the Transactions.

6.1 Tax Obligations . The Company shall timely pay to the French authorities all transfer, documentary, sales, use, stamp, registration, recording and other Taxes and fees arising from or relating to the Transactions, and the Company shall, at its own expense, file to the French authorities all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration, and other Taxes and fees. If required by applicable Law, the Acquirer and the Company will join in the execution of any such Tax Returns and other documentation.

7.1 Further Assurances; Enforcement; Power of Attorney

(a) The Acquirer hereby acknowledges that the Company is discontinuing active operations. However, Company will cooperate with Acquirer in the provision of financial information regarding its past activities if Acquirer is obligated to do so by law or regulation. During the period of continued operation of the Company (but in no event less than three months following the date hereof), and solely to extent possible thereafter:

(i) The Company agrees that, from time to time, at the Acquirer’s request and without further consideration, the Company will execute and deliver such additional instruments of transfer and take such other actions as the Acquirer may require to more effectively transfer ownership of the Acquired Assets to the Acquirer, including but not limited to patent assignments or other transfer instruments with applicable Governmental Authorities. In addition, the Company shall cooperate with the Acquirer with respect to facilitating communication and interaction with any inventor of any patent (other than inventors of the Co-owned Patents which are in the employ of any Co-owner) or patent application included in the Acquired Assets that is reasonable and necessary for the Acquirer to (i) perfect or maintain its ownership rights in such patent or patent applications.

(ii) The Company will execute all documents for the registration of the Patents in any and all countries, as the Acquirer may desire.

(iii) If any Registered Proprietary Asset is infringed by a third party in any country, the Company, upon first having knowledge of such infringement, or knowledge of a reasonable probability of such infringement, shall promptly notify the Acquirer in writing. The notice shall set forth the known facts of such infringement in reasonable detail and provide any other evidence of such infringement available to the Company.

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(b) In the event the Acquirer is unable, after reasonable effort, to secure the Company’s signature on any document or documents needed to apply for or prosecute any patent, or other right or protection relating to the Acquired Assets under the Agreement, the Company hereby appoints the Acquirer, its successors and assigns, as the Company’s true and lawful attorney, with full power of substitution, in the Company’s name but on behalf and for the benefit of the Acquirer, its successors and assigns to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, or similar protections thereon with the same legal force and effect as if executed by the Company. The Company hereby declares that the foregoing powers are coupled with an interest and are and shall be irrevocable by the Company or by its dissolution or in any manner or for any reason whatsoever.

8.1 By the Company . From and after the Closing Date, to the extent provided in this Section 8, the Company shall, indemnify and hold harmless the Acquirer, and its successors and assigns, and its officers and directors (each, an “Indemnified Party”) from and against any Liabilities, claims, demands, judgments, losses, costs, damages or expenses wh