Attached files
Exhibit 10.2
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT is made this 15th day of March, 2010, by and
among Freight Management Corporation, a Nevada corporation ("Parent"), Genesis
Biopharma, Inc. ("Buyer"), a Nevada corporation and a wholly owned subsidiary of
Parent; Hamilton Atlantic, a company organized under the laws of the Cayman
Islands ("Seller"); Pro-Fund Administration Ltd., a company organized under the
laws of Cypress; Bristol Investment Fund, Ltd., a company organized under the
laws of the Cayman Islands; Batavia Holdings Limited, a company incorporated in
Hong Kong; and 0796625 B.C. LTD., a company incorporated in Canada (each, a
"Shareholder," and collectively, "Shareholders").
The parties hereto desire to effect the purchase by Buyer of certain of the
assets of Seller relating to the development and commercialization of anti-CD55
antibodies (the "Anti-CD55 Antibody Program"), upon the terms and conditions
hereinafter set forth.
To induce Buyer to enter into and perform this Agreement, Shareholders, who
as the owners of all the outstanding shares of capital stock of Seller will
derive substantial benefit from this Agreement, desire to guarantee and become
liable for the performance of all the obligations of Seller pursuant to this
Agreement.
Concurrent with the closing of the transactions contemplated by this
Agreement, Parent will enter into a Patent and Know How License Agreement with
Cancer Research Technology Limited, a company registered in England and Wales
("CRT"), pursuant to which CRT will license to Buyer certain other intellectual
property related to the development and therapeutic use of anti-CD55 antibodies.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants hereinafter set forth, the parties hereto agree as follows:
1. Sale and Purchase.
(a) Assets and Properties to be Sold and Purchased. At the Closing (as
herein defined), Seller shall sell and Buyer shall purchase, subject to all the
terms and conditions of this Agreement, the following assets and properties of
Seller (collectively, the "Purchased Assets"):
(i) Patents and Patent Applications. All of Seller's patents,
patent rights, patent applications, including reissues, extensions,
substitutions, continuations, divisions, continuation-in-part applications, and
supplementary protection certificates in any part of the world that are based on
the patents and patent applications, relating to the Anti-CD55 Antibody Program,
including, but not limited to, those listed in Schedule "1".
(ii) Confidential Information. All inventions, developments,
improvements, processes, techniques, methods, trade secrets, and confidential
information of any nature whatsoever pertaining to the assets and properties of
Seller to be transferred pursuant to this Agreement whether or not any of the
foregoing are patented or patentable.
(iii) Know-How and Materials. All of Seller's books, records,
correspondence, plans, drawings, designs, laboratory note books, clinical
trials, research results, cell lines, files, and other data with respect to
inventions, laboratory and research results, formulae and inventions pertaining
to the assets and properties of Seller to be transferred pursuant to this
Agreement, including, but not limited to, those listed in Schedule "2".
(b) Assets and Properties Not to Be Purchased and Sold.
Notwithstanding anything to the contrary contained in this Agreement, there is
excluded from the Purchased Assets the following:
(i) All real property of Seller.
(ii) All cash, accounts receivable, debt, and corporate
documents.
2. Liabilities of Seller. Buyer is not assuming any liabilities of Seller.
Buyer shall not be deemed by anything contained herein to have assumed:
(a) Any obligation or liability of Seller to Buyer or any other person
or entity which arises from, or the existence of which constitutes, any breach
of any covenant or agreement, or a misrepresentation of any representation or
warranty, under this Agreement;
(b) Any obligation or liability incurred by Seller on or after the
Closing Date;
(c) Any obligation or liability of Seller incurred in connection with
this Agreement or the transactions contemplated hereby; or
(d) Any obligation or liability of Seller for any federal, state or
local corporate income taxes, property taxes, payroll, withholding and social
security taxes, or other taxes of any kind or description, to which Seller is
subject.
3. Consideration.
(a) Common Stock of Parent. In consideration of and in exchange for
the Purchased Assets, Seller shall be entitled to receive an aggregate of
20,960,016 shares (the "Shares") of the common stock of Parent, par value $0.001
per share (the "Common Stock"), in accordance with subparagraph 3(b) below.
(b) Payment. At the Closing, Parent shall deliver to its transfer
agent an irrevocable letter instructing the transfer agent to issue the Shares
registered in the name of Seller, which Shares shall be delivered to Seller no
later than three (3) business days following its receipt of the instruction
letter.
4. Seller's Representations and Warranties. Except as set forth on the
Disclosure Schedules delivered to Buyer at the Closing (the "Seller's Disclosure
Schedules"), Seller and Shareholders jointly and severally represent and warrant
and agree as follows:
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(a) Corporate Status and Authority. Seller is a company duly
organized, validly existing and in good standing under the laws of the Cayman
Islands, has the requisite corporate power to own, operate and lease the assets
and properties being sold hereunder and to carry on its business as it is now
being conducted and is duly qualified to do business in all jurisdictions in
which the nature of its business requires such qualification. The execution and
delivery of this Agreement, the consummation of the transactions contemplated
hereby and the fulfillment of the terms hereof have been validly authorized by
all necessary corporate action including, but not limited to, shareholder
approval, and this Agreement constitutes the valid and binding obligation of
Seller enforceable in accordance with its terms.
(b) Ownership of Assets and Properties. Seller has good and marketable
title to, is the exclusive legal and equitable owner of, and ahs the
unrestricted power and right to sell, assign, and deliver the Purchased Assets
to Buyer. The Purchased Assets are free and clear of all liens, mortgages,
pledges, security interests, restrictions, prior assignments, encumbrances and
claims of every kind and character. Upon Closing, Buyer will acquire exclusive,
good, and marketable title to the Purchased Assets and no restrictions will
exist on Buyer's right to utilize, exploit, resell or license any of the
Purchased Assets.
(c) Condition of Assets and Properties. All tangible Purchased Assets
are (i) in good operating condition and repair, ordinary wear and tear excepted;
and (ii) suitable and adequate for continued use in the manner in which they are
presently being used.
(d) Compliance with Law and Other Regulations. Seller is in compliance
with all requirements of federal, state and local law, and all requirements of
all governmental bodies and agencies having jurisdiction over it, the conduct of
its business, the use of its assets and properties and all premises occupied by
it. Without limiting the foregoing, Seller has properly filed all reports, paid
all monies and obtained all licenses, permits, certificates and authorizations
needed or required for the conduct of its business and the use of its assets and
properties and the premises occupied by it in connection therewith and is in
compliance in all respects with all conditions, restrictions and provisions of
all of the foregoing. Seller has not received any notice, not heretofore
complied with, from any federal, state or local authority or any insurance or
inspection body that any of its assets, properties, facilities, equipment or
business procedures or practices fails to comply with any applicable law,
ordinance, regulation, building or zoning law, or requirement of any public
authority or body.
(e) Bulk Sales. Seller has complied with all legal requirements
relating to the conveyance of the Purchased Assets, including but not limited to
requirements of any applicable bulk sales laws or notices, so that Buyer shall
have no responsibility to Seller's creditors.
(f) Litigation. There are no suits, actions, claims, arbitrations,
administrative or other proceedings or governmental investigations pending or
threatened against or affecting Seller, its business or the Purchased Assets in
any court or before or by any federal, state, local or other governmental
department or agency, and neither Seller nor its business or the Purchased
Assets are subject to or directly affected by any order, judgment, award, decree
or ruling of any court or governmental agency. In addition to the foregoing,
Seller is not contemplating the institution of any suit, action, claim,
arbitration, administrative or other proceeding.
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(g) Agreement Not in Breach of Other Instruments Affecting Seller. The
execution and delivery of this Agreement, the consummation of the transactions
contemplated hereby, and the fulfillment of the terms hereof, will not violate
any provision of the charter documents or by-laws of Seller, nor will they
result in the breach of any term or provision of, or result in the termination
or modification of, or constitute a default under, or conflict with, or cause
the acceleration of any obligation of Seller under, or permit any party to
modify or terminate, any loan agreement, note, debenture, indenture, mortgage,
deed of trust, lease, contract, agreement or other obligation of any description
to which Seller is a party or by which it is bound, or any judgment, decree,
order, or award of any court, governmental body, or arbitrator or any applicable
law, rule or regulation.
(h) Statements and Other Documents Not Misleading. Neither this
Agreement, including all schedules and exhibits hereto, nor any other document
or instrument furnished or delivered by Seller or Shareholders to Buyer in
connection with the transactions contemplated hereby, contain any untrue
statement of material fact or omit to state a material fact required to be
stated in order to make such statement, document or other instrument not
misleading. In addition to the foregoing, neither Seller nor Shareholders have
failed to inform Buyer as to any material fact relating to Seller's business,
assets, properties, prospects or affairs.
(i) Investment Representations, Warranties and Covenants by Seller.
(i) Seller has been advised and acknowledges that: (A) the Shares
have not been, and when issued, will not be registered under the Securities Act
of 1933, as amended (the "Securities Act"), the securities laws of any state of
the United States or the securities laws of any other jurisdiction; (B) in
issuing and selling the Shares to Seller pursuant hereto, Buyer is relying upon
the "safe harbor" provided by Regulation S and/or on Section 4(2) under the
Securities Act; (C) it is a condition to the availability of the Regulation S
"safe harbor" that the Shares not be offered or sold in the United States or to
a U.S. person until the expiration of a period of one year following the Closing
Date. As used in this Agreement, the term "U.S. person" and "United States"
shall have the same definitions as those provided in Regulation S under the
Securities Act; and (D) notwithstanding the foregoing, prior to the expiration
of one year after the Closing (the "Restricted Period"), the Shares may be
offered and sold by the holder thereof only if either: (I) if the offer or sale
is within the United States or to or for the account of a U.S. person (as such
terms are defined in Regulation S), the securities are offered and sold pursuant
to an effective registration statement or pursuant to Rule 144 under the
Securities Act or pursuant to an exemption from the registration requirements of
the Securities Act; or (II) the offer and sale is outside the United States and
to other than a U.S. person.
(ii) Seller agrees that with respect to the Shares until the
expiration of the Restricted Period: (A) Seller, its agents or its
representatives have not and will not solicit offers to buy, offer for sale or
sell any of the Shares or any beneficial interest therein in the United States
or to or for the account of a U.S. person during the Restricted Period; (B)
notwithstanding the foregoing, prior to the expiration of the Restricted Period,
the Shares may be offered and sold by the holder thereof only if either: (I) if
the offer or sale is within the United States or to or for the account of a U.S.
person, the securities are offered and sold pursuant to an effective
registration statement or pursuant to Rule 144 under the Securities Act or
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pursuant to an exemption from the registration requirements of the Securities
Act; or (II) the offer and sale is outside the United States and to other than a
U.S. person; and (III) Seller shall not engage in hedging transactions with
regard to the Shares unless in compliance with the Securities Act.
(iii) The restrictions herein are binding upon subsequent
transferees of the Shares except for transferees pursuant to an effective
registration statement. Seller agrees that after the Restricted Period, the
Shares may be offered or sold within the United States or to or for the account
of a U.S. person only pursuant to applicable securities laws.
(iv) Seller has not engaged, nor is it aware that any party has
engaged, and Seller will not engage or cause any third party to engage, in any
directed selling efforts (as such term is defined in Regulation S) in the United
States with respect to the Shares.
(v) Seller: (A) is domiciled and has its principal place of
business outside the United States; (B) certifies it is not a U.S. person and is
not acquiring the Shares for the account or benefit of any U.S. person; (C) was
not formed by a U.S. person principally for the purpose of investing in
securities not registered under the Securities Act.; and (D) at the time of the
Closing Date, Seller or persons acting on Seller's behalf in connection
therewith will be located outside the United States. (vi) Seller is not a
"distributor" (as defined in Regulation S) or a "dealer" (as defined in the
Securities Act).
(vii) Seller acknowledges that Buyer shall make a notation in its
stock books regarding the restrictions on transfer described herein shall
transfer such shares on the books of the Buyer only to the extent consistent
therewith.
(viii) Seller understands and agrees that each certificate held
by Seller representing the Shares, or any other securities issued in respect of
the Shares upon any stock split, stock dividend, recapitalization, merger,
consolidation or similar event, shall bear the following legend (in addition to
any legend required under applicable securities laws):
THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED
OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT
TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS
INVOLVING THE SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. THIS
CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS
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TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE,
HYPOTHECATION OR ANY OTHER TRANSFER OF ANY INTEREST IN ANY
OF THE SHARES REPRESENTED BY THIS CERTIFICATE.
(ix) Seller hereby represents that Seller is satisfied as to the
full observance of the laws of the Cayman Islands in connection with offer,
sale, and purchase of the Shares including (A) the legal requirements for the
purchase of Shares, (B) any foreign exchange restrictions applicable to such
purchase, (C) any governmental or other consents that may need to be obtained
and (D) the income tax and other tax consequences, if any, that may be relevant
to the purchase, holding, redemption, sale or transfer of the Shares. Seller's
purchase and payment for, and continued beneficial ownership of, the Shares will
not violate any applicable securities or other laws of the Cayman Islands.
5. Further Representations and Warranties of Shareholders. To induce Buyer
to enter into this Agreement and for the benefit of Buyer, Shareholders further
represent and warrant as follows:
(a) Ownership of Capital Stock of Seller. Shareholders own 179 shares
of Common Stock of Seller, constituting all of the issued and outstanding
capital stock of Seller. Shareholders have good, marketable and unencumbered
title to such stock. No transfer of record ownership of, or beneficial interest
in, any of such stock will be made between the date hereof and the Closing.
(b) Consent to Transaction. Shareholders, constituting all of the
shareholders of Seller, hereby consent to the transactions herein provided for,
and agree that this consent in writing shall be deemed to be the action required
by the charter documents and by-laws of Seller and the applicable laws of the
Cayman Islands. Each Shareholder agrees to vote all of its shares of stock of
Seller in favor of approving any and all other action necessary to be taken by
Seller in order to comply fully with this Agreement, at any and all meetings of
Seller held for any such purpose.
(c) Power of Shareholders to Execute Agreement. Shareholders have full
power and authority to execute, deliver and perform this Agreement, and this
Agreement is the legal and binding obligation of Shareholders and is enforceable
against them in accordance with its terms.
(d) Agreement Not in Breach of Other Instruments Affecting
Shareholders. The execution and delivery of this Agreement, the consummation of
the transactions hereby contemplated, and the fulfillment of the terms hereof,
will not result in the breach of any term or provision of, or constitute a
default under, or conflict with, or cause the acceleration of any obligation
under, any agreement or other instrument of any description to which any
Shareholder is a party or by which any is bound, or any judgment, decree, order,
or award of any court, governmental body, or arbitrator, or any applicable law,
rule or regulation.
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6. Buyer's Representations and Warranties. To induce Seller and
Shareholders to enter into this Agreement, Buyer represents and warrants as
follows:
(a) Corporate Status and Authority. Buyer is, and at the Closing will
be, a corporation duly organized, validly existing and in good standing under
the laws of the State of Nevada. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been validly
authorized by all appropriate corporate action.
(b) Agreement Not in Breach of Other Instruments. The execution and
delivery of this Agreement, the consummation of the transactions contemplated
hereby, and the fulfillment of the terms hereof, will not violate any provision
of the articles of incorporation or by-laws of Buyer nor will they result in the
breach of any term or provision of, or constitute a default under, or conflict
with, or cause the acceleration of any obligation under, any loan agreement,
note, debenture, indenture, mortgage, deed of trust, lease, contract, agreement
or other obligation of any description to which Buyer is a party or by which
either is bound, or any judgment, decree, order, or award of any court,
governmental body or arbitrator, or any applicable law, rule or regulation.
7. Continuation and Survival of Representations and Warranties. Each of the
representations and warranties contained in this Agreement shall be true and
correct on and as of the Closing Date. All such representations and warranties
shall survive the consummation of the transactions contemplated by this
Agreement irrespective of any investigations or inquiries made by any party or
any knowledge which any party may now possess or which may hereafter come to any
party's attention, and each party shall be entitled to rely upon such
representations and warranties irrespective of any investigations, inquiries or
knowledge.
8. Closing. The Closing under this Agreement shall take place at the
offices of Greenberg Traurig, LLP, 3161 Michelson Drive, Suite 1000, Irvine,
California on or before March 31, 2010, or at such other date, time and place as
may be agreed upon by Seller and Buyer, which date is sometimes herein called
the "Closing Date".
(a) Deliveries by Seller.
(i) At the Closing, Seller shall deliver to Buyer such deeds,
bills of sale, instruments of assignment and other instruments and documents as
may be necessary to convey to Buyer title to the Purchased Assets.
(ii) On or prior to the Closing, Seller shall deliver, or cause
the delivery of, the Purchased Assets to Buyer, including, without limitation,
all copies of the patents and patent applications set forth in Section 1(a)(i)
above and related documents and records and all of the tangible materials set
forth in Section 1(a)(ii) above.
All assignments, consents, certificates and other documents delivered by Seller
shall be in form reasonably satisfactory to counsel for Buyer.
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(b) Deliveries by Buyer. At the Closing, Parent shall deliver a copy
of the executed irrevocable letter instructing Parent's transfer agent to
deliver the Shares to Seller and evidence of its delivery of the letter to the
transfer agent.
All certificates and other documents delivered by Buyer shall be in form
reasonably satisfactory to counsel for Seller.
9. Further Assurances. Seller, Shareholders, Parent and Buyer shall execute
and deliver all such other instruments and take all such other action as any
party may reasonably request from time to time, before or after the Closing, in
order to effectuate the transactions provided for herein. The parties shall
cooperate with each other and with their respective counsel and accountants in
connection with any steps to be taken as a part of their respective obligations
under this Agreement.
10. Indemnification.
(a) Indemnity Against Losses from Untruth of Representations or
Warranties or Breach of Agreements or Covenants. In the event that at any time
hereafter it shall appear that any representation or warranty of Seller or
Shareholders contained or referred to in any paragraph of this Agreement or in
any certificate, schedule, exhibit or document delivered pursuant hereto was
incorrect or untrue, or that Seller or Shareholders breached any covenant or
agreement contained in this Agreement, Seller and Shareholders jointly and
severally shall pay Buyer the amount of the loss, expense or damage suffered or
incurred by Buyer, which would not have been suffered or incurred if the facts
set forth in those representations or warranties had been correct or those
covenants and agreements had not been breached.
(b) Indemnity Against Suits and Claims. Without in any way limiting
any of the rights of Buyer, Seller and Shareholders hereby jointly and severally
indemnify and hold harmless Buyer from all liabilities, suits, claims, demands,
damages, fees, costs and expenses (including reasonable attorney's and
accountant's fees) arising out of the incorrectness of any representation or
warranty or the breach of any agreement or covenant of Seller or Shareholders
under this Agreement. Upon written demand by Buyer, Seller and Shareholders
shall defend against any liability, suits, claims and demands which may arise
from the incorrectness of those representations or warranties or the breach of
those covenants and agreements. Seller and Shareholders shall retain counsel
reasonably satisfactory to Buyer and conduct any defense diligently and shall
keep Buyer advised of the status of such defense. If Seller and Shareholders are
called upon to defend, Buyer shall be entitled to participate, through counsel
of their own choice, in any such defense, at Buyer's expense.
11. Brokers and Finders. Each of the parties hereto represents and warrants
to the others that it has not employed or retained any broker or finder in
connection with the transactions contemplated by this Agreement nor has it had
any dealings with any person which may entitle that person to a fee or
commission from any other party hereto. Each of the parties indemnifies and
holds the others harmless from and against any claim, demand or damages
whatsoever by virtue of any arrangement or commitment made by it with or to any
person that may entitle such person to any fee or commission from the other
parties to this Agreement.
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12. Shareholders' Guarantees. Shareholders hereby jointly and severally
unconditionally guarantee to Buyer and become sureties for the performance of
and compliance with all of Seller's agreements, covenants and obligations
hereunder and the truth and correctness of all of Seller's representations and
warranties contained herein. Any claim or right of Buyer for the failure to
perform or comply with any of Seller's agreements, covenants or obligations
hereunder or for the untruth or incorrectness of any of its representations or
warranties contained herein may be directly enforced against any Shareholder
without any notice of any kind and without first making any demand upon or
pursuing any remedy against Seller. Without notice to or consent of any
Shareholder, Buyer may modify or change the terms of this Agreement or any
obligation of Seller, and may grant any extension, renewal or indulgence,
release, compromise or settlement with respect thereto and none of the foregoing
shall in any way affect Shareholders' liability hereunder.
13. General Provisions.
(a) Binding Nature of Agreement; Assignment. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that no party may assign or transfer its or his
rights or obligations under this Agreement without the prior written consent of
the other parties hereto.
(b) Entire Agreement. This Agreement contains the entire agreement and
understanding among the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements, understandings,
inducements and conditions, express or implied, oral or written, of any nature
whatsoever with respect to the subject matter hereof. The express terms hereof
control and supersede any course of performance and/or usage of the trade
inconsistent with any of the terms hereof. This Agreement may not be modified or
amended other than by an agreement in writing.
(c) Governing Law. This Agreement and all questions relating to its
validity, interpretation, performance and enforcement, shall be governed by and
construed, interpreted and enforced in accordance with the laws of the State of
Nevada, notwithstanding any conflict-of-law provisions to the contrary.
(d) Schedules and Exhibits. All Schedules and Exhibits referred to
herein are hereby incorporated by reference into, and made a Part of, this
Agreement.
(e) Indulgences, Not Waivers. Neither the failure nor any delay on the
part of a party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any other right, remedy, power or privilege, nor
shall any waiver of any right, remedy, power or privilege with respect to any
occurrence be construed as a waiver of such right, remedy, power or privilege
with respect to any other occurrence. No waiver shall be effective unless it is
in writing and is signed by the party asserted to have granted such waiver.
(f) Costs and Expenses. Each party hereto shall bear its or his own
costs and expenses (including the fees and disbursements of counsel and
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accountants) incurred in connection with the negotiation and preparation of and
the closing under this Agreement, and all matters incident thereto.
(g) Titles Not to Affect Interpretation. The titles of paragraphs and
subparagraphs contained in this Agreement are for convenience only, and they
neither form a part of this Agreement nor are they to be used in the
construction or interpretation hereof.
(h) Execution in Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument. This Agreement shall become
binding when one or more counterparts hereof, individually or taken together,
shall bear the signatures of all of the parties reflected hereon as the
signatories. Any photographic or xerox copy of this Agreement, with all
signatures reproduced on one or more sets of signature pages, shall be
considered for all purposes as of it were an executed counter part of this
Agreement.
(i) Provisions Separable. The provisions of this Agreement are
independent and separable from each other, and no provision shall be affected or
rendered invalid or unenforceable by virtue of the fact that for any reason and
other or others of them may be invalid or unenforceable in whole or in part.
[Remainder of page intentionally blank.]
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf by their respective officers thereunto duly authorized
all as of the date first written above.
"PARENT"
FREIGHT MANAGEMENT CORP.
By: /s/ Ibrahim Abotaleb
-------------------------------------------
Name: Ibrahim Abotaleb
-----------------------------------------
Title: President and CEO
----------------------------------------
"BUYER"
GENESIS BIOPHARMA, INC.
By: /s/ Robert Brooke
-------------------------------------------
Name: Robert Brooke
-----------------------------------------
Title: President and CEO
----------------------------------------
"SELLER"
HAMILTON ATLANTIC
By: /s/ Amy Wang
-------------------------------------------
Name: Amy Wang
-----------------------------------------
Title: Director
----------------------------------------
"SHAREHOLDERS"
PRO-FUND ADMINISTRATION LTD.
By: /s/ Graham May
-------------------------------------------
Name: Graham May
-----------------------------------------
Title: Secretary
----------------------------------------
BRISTOL INVESTMENT FUND, LTD.
By: /s/ Paul Kessler
-------------------------------------------
Name: Paul Kessler
-----------------------------------------
Title: Director
----------------------------------------
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf by their respective officers thereunto duly authorized
all as of the date first written above.
"SHAREHOLDERS"
BATAVIA HOLDINGS LIMITED
By: /s/ Janny Onggara
-------------------------------------------
Name: Janny Onggara
-----------------------------------------
Title: Director
----------------------------------------
0796625 B.C. LTD.
By: /s/ Shirazali Jumani
-------------------------------------------
Name: Shirazali Jumani
-----------------------------------------
Title: President and Director
----------------------------------------
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SCHEDULE "1"
PATENTS AND PATENT APPLICATIONS
Applicant Priority Date VSL Reference /
Title (VSL/Viragen) and Number Comment
----- ------------- ---------- -------
Interferon-alpha 1 for Hamilton Atlantic GB 0812442.2 VG108
use as an Priority date 7th July 2008
immunological adjuvant
Interferon-alpha 10 Hamilton Atlantic GB 0812046.1 VG107
for use as an Priority date 1st July 2008
immunological
adjuvant
Use of Interferon alpha Viragen Inc. and GB 0619816.2 VG106
14 in the Treatment of Viragen (Scotland) Ltd 6th October 2006 Note: This
Cancer application
terminated on 7
December 2007
Use of Interferon alpha Viragen Inc. and PCT/GB2007/003814 VG106
14 in the Treatment of Viragen (Scotland) Ltd filed 8th October 2007
Cancer
Interferon alpha-14 for Viragen Inc. GB 0619814.7 VG106
use as an immunological 6th October 2006
adjuvant
Composition and Viragen Inc. GB 0507963.7 VG106
Method for treating 20th April 2005 N.B. This
disease application
terminated on 21
April 2006
Composition and Viragen Inc. GB 0522732.7 VG106
Method for treating 7th November 2005 N.B. This
disease application
terminated on 8
November 2006
Composition and Viragen Inc. US 60/741,734 VG106
Method for treating 2nd December 2005
disease
Composition and Viragen Inc. PCT/GB2006/001432 VG106
method for treating Filed 20th April 2006 Filed in EU, AU,
viral infection (WO 2006/11745) IN,CH National
phase
Applicant Priority Date VSL Reference /
Title (VSL/Viragen) and Number Comment
----- ------------- ---------- -------
Multisubtype interferon Viragen Inc. GB 0619815.4
alpha for use as an 6th October 2006
immunological adjuvant
SCHEDULE "2"
KNOW-HOW AND MATERIALS
A. The following books and records:
BOX NUMBER CONTENTS
---------- --------
334314711 Anti CD55 Patent App - Countries A-G
CD55 Correspondence 2004-2005
CD55 Correspondence 2002-2003
Anti CD55 Patent App - Countries H-Z
CD55 Binding
334314712 CRT License Correspondence
CRCT Contract Copies
334314713 IFN Alpha 14
IFN Alpha 14
IFN Alpha 14 Cancer
IFN Alpha 14 Viral 1
IFN Alpha 14 Viral 2
IFN Alpha 14 as Adjuvant
IFN Alpha 1 as an Immunological
Adjuvant VG108 IFN Alpha 10 as an
Immunological Adjuvant VG107
334314715 VG106 Freedom to Op Search Aug/Sep 07
Patent Application WO 01/25438 A2
Patent Application WO 83/04053 US
Patent US6610830 B1 Patent
Application WO 02/36627 A2 Patent
Application WO 2006/079121 A2 Patent
Application WO 2007/000769 A2 Patent
Application WO 2004/031352 A2 Patent
Application WO 2004/022593 A2 Patent
Application WO 2006/020580 A2 Patent
Application WO 2004/046365 A2
334314717 Patent Info IFN A & B
334314718 Specific Binding Members
334314721 Algonomics NV
Lonza Biologics
Southern Research Institute
334314731 Antipoliferation Patent Book 1
General & Daudi Cell Line
WM-266-4 Cell Line
Malme - 3M Cell Line
General & Daudi Cell Line
General & Daudi Cell Line Book 3
Skemel 5 Cell Line
Skemel 28 Cell Line
Skemel 2 Cell Line
Mewo Cell Line
HT-144 Cell Line
WM35 Cell Line
G-361 Cell Line
IFN Alpha Subtypes Book 8
General Purification Book 1
Cell Culture Work Book 1
Chimeric Antibodies Analysis Book 2
General Assay Book
Chimeric Antibody Analysis 1
CD55 Book 1
334314732 CD55 Book 2
MDR Project Book 1
A-375 Cell Line
791T/36 Research Book 2
General Molecular/Cell Culture Work Book 1
791T36 Book 8
791T36 Research Book 10
791T36 Research Book 12
PLD79
791T Research Book 14
General Cell Culture Book 2
VG106 Book 1
VG107/VG108 Book 1
334314736 105AD7 (Onyvax 105)
EN-CD55
Complement
Panorex (Edrecolomab)
Rituximab
334314737 Monoclonal Antibody
Cancer Mabs
Cancer
334314746 Lonza CD55/R24
IFN Subtypes
334314747 VG102
VG106
334314748 Lab Books Dev100 - Interferon Work 3
Dev101 - INF Comparison Book 7 C Haslam
Dev106 - 791T36 6
Dev108 - General Cell Culture 2
Dev124 - 791T Research 7 L Davidson
Dev125 - Interferon Comparison 8
Dev126 - Expression & Production of Human Antibodies
334314749 Lab Books Dev 75 - Recombinant Interferon 2
Dev 76 - Interferon 1
Dev77 - CD55 Antiody & Derivatives 1
Dev78 - 791T36 3
Dev79 - Interferon Comparison 3
Dev83 - Interferon Comparison 6
Dev86 - Interferon Work 2
Dev89 - General Cell Culture 1
Dev90 - Recombinant Interferon 3
Dev93 - Interferon Comparison 4
Dev94 - CD55
Dev95 - CD55 2
Dev96 - Bioassay Cell Lines 1
Dev96a - Interferon Work 1
Dev97 - 791T36 5
334314750 Lab Books Dev48 - Antibody Work
Dev49 - Dev of IFN Elisa Based Assay Bk 1
Dev50 - Molecular Science Bk 2
Dev54 - Mab Purification Bk 6
Dev55 - 791T36 Bk 1
Dev61 - Interferon Research Bk 1
Dev62 - Molecular Science Bk 4
Dev63 - 791T36 Bk 2
Dev66 - Recombinant Interferon Bk 1
Dev67 - Interferon Research Bk 2
Dev72 - Interferon Comparison Bk 5
334314751 Lab Books Dev171 - R24 & 791T36 Antibody 2
Dev173 - 791T36 Research 9 L Davidson
Dev186 - Interferon 7 P Barnard
334314752 Lab Books Dev202 - IFN Alpha Subtypes Purification 2 J Smith
Dev209 - IFN Alpha Subtypes 3
Dev212 - IFN Alpha Subtypes 4
Dev216 - Real Time PCR Book 1 C Haslam
Dev219 - IFN Alpha Subtypes 5 J Smith
Dev223 - IFN Alpha Subtypes 6 J Smith
Dev228 - 791T36 13 L Davidson
Dev231 - IFN Alpha Subtypes 7 J Smith
334314753 Lab Books Dev134 - IFN Alpha 14 5 P Barnard
Dev141 - Alpha 14 1
Dev146 - Anti CD59 - Antibodes 1
Dev153 - Interferon 6 P Barnard
Dev160 - Alpha 14 2 N McLean
Dev161 - R24 & 791T36 Antibody Expression 1 C Haslam
Dev167 - IFN & Subtypes Purification 1 J Smith
334314755 IFN 14/N72D
CD55 General Info
334314764 Spur & CD55 Applications & Claims
334314765 Spur Grant Claims
334314787 VG106 Anti-viral Search Report
Alpha 14 - Folders 1-3
VG106 Intellectual Property File
334314792 CD55
CRCT
General Antibody Gene Stuff CD55
E Coli Recombinants
CD46
Peptech
Dyax
A6 Studies Archive
334314799 VG106
VG106 Aptuit
VG106 Xenograft
VG106 / Multiferon Adjuvants
VG107/8
IFN-X Subtype Exploitation
VG102 IP
VG102 General
VG102 Immunogenicity
CD55 Literature
B. The following cell lines currently preserved in liquid nitrogen and stored
in standard freezers:
(i) Chinese Hamster Ovary (CHO) cell line(s) producing the biological protein
referred to as VG102 in its three variant forms;
(ii) Chinese Hamster Ovary (CHO) cell line producing the biological protein
referred to as VG106;
(iii)Chinese Hamster Ovary (CHO) cell line producing the biological protein
referred to as VG107; and
(iv) Chinese Hamster Ovary (CHO) cell line producing the biological protein
referred to as VG108.
