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Exhibit 2.2
SALE, ASSIGNMENT, ASSUMPTION
AND INDEMNIFICATION AGREEMENT
This Sale, Assignment, Assumption
and Indemnification Agreement (the " Agreement "), dated as
of the 25 th day of
January, 2007, by and between GLOBEPAN RESOURCES, INC, a Delaware
corporation (the " Seller "), and RUSSELL FIELD (the "
Buyer ") on the other hand:
W I T N E
S S E T H :
WHEREAS, Seller owns the rights to
certain mineral claims located in Yellowknife, Northwest
Territories, Canada (the " Mineral Claim ") and certain
other assets (the " Other Assets ") listed on
Schedule A attached hereto, and has certain liabilities
and obligations, including, without limitation, those identified on
Schedule B attached hereto (the " Identified
Liabilities ");
WHEREAS, subject to the terms and
conditions set forth in this Agreement, Seller desires to assign
the Mineral Claim and sell the Other Assets to Buyer and Buyer
wishes to obtain the Mineral Claim and purchase the Other Assets
from Seller;
WHEREAS, subject to the terms and
conditions set forth in this Agreement, Buyer has agreed to assume
all of Seller’s liabilities as of the date hereof, including,
without limitation, the Identified Liabilities, as partial
consideration for the purchase and assignment described above;
WHEREAS, Seller, INS Acquisition,
Inc., Seller’s wholly-owned subsidiary (" Acquisition
Corp. "), and Intellect Neurosciences, Inc., a Delaware
corporation (" Intellect "), intend to enter into an
agreement and plan of merger, substantially in the form attached
hereto as Schedule C , to be dated of even date
herewith (the " Merger Agreement "), pursuant to which
Seller shall acquire Intellect through the merger of Acquisition
Corp. with and into Intellect, with Intellect surviving the merger
as a wholly-owned subsidiary of Seller (the " Merger ");
WHEREAS, the execution and
performance of this Agreement is a condition precedent to the
Merger; and
WHEREAS, since Seller’s
incorporation, Buyer has served Seller as Seller’s president,
chief executive officer, principal financial officer, secretary,
treasurer and sole employee, and as Seller’s sole director,
Buyer has knowledge of all of Seller’s business, and, in
connection with the Merger, Buyer shall resign from the board of
directors of Seller and from all of his corporate offices with
Seller; and
WHEREAS, Buyer owns a significant
interest in Seller, which interest is held by Seller in escrow for
Buyer’s account; and
WHEREAS, in partial consideration
of Seller’s assignment of the Mineral Claim and sale of the
Other Assets to Buyer, Buyer has agreed to transfer all of such
interest to Seller for cancellation;
NOW, THEREFORE, in consideration
of the foregoing premises and the mutual covenants set forth
herein, the parties hereto hereby agree as follows:
1. Sale, Assignment and
Assumption .
(a) In
consideration of the payment of $10, the receipt of which is hereby
acknowledged, Buyer’s assumption of the Liabilities (as
defined below), and Buyer’s agreement to concurrently
transfer Buyer’s entire interest in Seller to Seller for
cancellation in accordance with the terms of this Agreement and
certain escrow arrangements between Buyer and Seller, Seller hereby
assigns the Mineral Claim to Buyer and sells, assigns, warrants,
conveys and transfers all of the Other Assets to Buyer.
(b) In
partial consideration of the Mineral Claim and the Other Assets,
Buyer hereby assumes (i) all of the Liabilities (as defined
below) of Seller as of the date hereof and (ii) the due and
prompt performance of all terms and conditions to be performed by
Seller under any contracts, agreements or arrangements included in
the Liabilities (as defined below).
(c) For
the purposes of this agreement, the term " Liabilities "
shall mean (i) the Identified Liabilities and (ii) any
other liabilities of Seller as of the date hereof, including,
without limitation, any liability, debt, obligation, deficiency,
tax, penalty, fine, claim, cause of action or other loss, damage,
cost or expense of any kind or nature whatsoever, whether asserted
or unasserted, absolute or contingent, accrued or unaccrued,
liquidated or unliquidated, and whether due or to become due and
regardless of when asserted.
2. Representations,
Warranties, Covenants and Agreements of Buyer .
(a) Buyer represents that the
Identified Liabilities listed on Schedule B attached
hereto are the only Liabilities of Seller outstanding on the date
hereof and th
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