stockpurchagmnt.htm


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    


    


    


    


    


    STOCK
      PURCHASE AND SALE AGREEMENT

    


    


    


    CONCERNING
      SHARES OF

    


    


    


    CANCER
      THERAPEUTICS, INC.

    a
      Delaware corporation

    


    


    AND

    


    CANCER
      THERAPEUTICS, INC.

    a
      Utah
      corporation

    


    


    


    BETWEEN

    


    


    DR.
      ROBERT OLDHAM

    


    AND

    


    CANCER
      THERAPEUTICS, INC.

    a
      Delaware corporation

    


    


    


    


    July___,
      2007


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    STOCK
      PURCHASE AND SALE AGREEMENT

    


    This
      Stock Purchase and Sale Agreement
      (this “Agreement”) is entered into as of the ___t day of
      July 2007,
      by and between Cancer Therapeutics, Inc., a Delaware corporation (“CTI”), and
      Dr. Robert  Oldham, an individual (“Dr.
      Oldham”).  CTI and Dr. Oldham are referred to collectively herein
      as the “Parties.”

    


    Dr.
      Oldham holds a certain number of
      shares of capital stock of CTI.

    


    This
      Agreement contemplates a
      transaction in which CTI will redeem from Dr. Oldham, and Dr. Oldham will tender
      to CTI, 28,211 shares of common stock of CTI held by Dr. Oldham (“CTI
      Shares”).  In exchange for the CTI Shares, Dr. Oldham
      will accept from CTI, and CTI will transfer to Dr. Oldham, 100 shares of common
      stock of Cancer Therapeutics, Inc, a Utah corporation. (“CTI Utah
      Shares”).

    


    Now,
      therefore, in consideration of the
      premises and the mutual promises herein made, and in consideration of the
      representations, warranties, and covenants herein contained, the Parties agree
      as follows.

    


    1.  Definitions.

    


    “Adverse
      Consequences” means all actions, suits, proceedings, hearings,
      investigations, charges, complaints, claims, demands, injunctions, judgments,
      orders, decrees, damages, dues, penalties, fines, costs, amounts paid in
      settlement, Liabilities, obligations, Taxes, liens, losses, expenses, and fees,
      including court costs and reasonable attorneys’ fees and expenses.

    


    “Closing”
      has the meaning set forth in §2(c) below.

    


    “Confidential
      Information” means any information concerning the transactions referred to
      herein and the businesses and affairs of CTI that is not already generally
      available to the public.

    


    “Liability”
means
      any
      liability or obligation of whatever kind or nature (whether known or unknown,
      whether asserted or unasserted, whether absolute or contingent, whether accrued
      or unaccrued, whether liquidated or unliquidated, and whether due or to become
      due), including any liability for Taxes.

    


    “Lien”
means
      any mortgage,
      pledge, lien, encumbrance, charge, or other security interest.

    


    “Person”
means
      an individual,
      a partnership, a corporation, a limited liability company, an association,
      a
      joint stock company, a trust, a joint venture, an unincorporated organization,
      any other business entity, or a governmental entity (or any department, agency,
      or political subdivision thereof).

    


    “Securities
      Act” means the
      Securities Act of 1933, as amended.

    


    “Tax”
or
“Taxes”
      means any federal, state, local, or foreign income, gross receipts, license,
      excise, severance, stamp, occupation, premium, windfall profits, capital stock,
      franchise, profits, withholding, social security (or similar), unemployment,
      disability, personal property, sales, use, transfer, registration, value added,
      alternative or add-on minimum, estimated, or other tax of any kind whatsoever,
      including any interest, penalty, or addition thereto.

    


    2.   Purchase
      and Sale of Shares.  On and subject to the terms and conditions
      of this Agreement, Dr. Oldham hereby redeems the CTI Shares in exchange for
      the
      CTI Utah Shares, and CTI hereby accepts said redemption from Dr. Oldham and
      in
      exchange delivers to Dr. Oldham the CTI Utah


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    3.  Shares.  Within
      thirty (30) days following the closing of the transactions contemplated herein
      (“Closing”), CTI will deliver to Dr. Oldham a certificate in the name of Robert
      K. Oldham representing the CTI Utah Shares, and Dr. Oldham will deliver to
      CTI
      the redeemed CTI Shares.

    


    4.  Representations
      and Warranties Concerning Transaction.

    


    (a)   Dr.
      Oldham’s Representations and Warranties.  Dr. Oldham represents
      and warrants to CTI that the statements contained in this §3(a) are correct and
      complete as of the date of this Agreement.

    


    (i)  Ownership.  Dr.
      Oldham owns the CTI Shares.

    


    (ii)  Non-contravention.  Neither
      the execution and the delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby, will (A) conflict with, result in a breach
      of,
      constitute a default under, result in the acceleration of , create in any party
      the right to accelerate, terminate, modify, or cancel, or require any notice
      under any agreement, contract, lease, license, instrument, or other arrangement
      to which Dr. Oldham is a party or by which it is bound or to which any of its
      assets is subject, or (B) result in the imposition or creation of a Lien upon
      or
      with respect to the CTI Shares.

    


    (iii)  Brokers’
      Fees.  Dr. Oldham has no Liability or obligation to pay any fees
      or commissions to any broker, finder, or agent with respect to the transactions
      contemplated by this Agreement.

    


    (iv)  Investment.  Dr.
      Oldham (A) understands that the CTI Utah Shares have not been, and will not
      be,
      registered under the Securities Act, or under any state securities laws, and
      are
      being offered and sold in reliance upon federal and state exemptions for
      transactions not involving any public offering, (B) is acquiring the CTI Utah
      Shares solely for his own account for investment purposes, and not with a view
      to the distribution thereof, (C) has received certain information concerning
      CTI
      Utah and has had the opportunity to obtain additional information as desired
      in
      order to evaluate the merits and the risks inherent in holding the CTI Utah
      Shares, (D) is able to bear the economic risk and lack of liquidity inherent
      in
      holding the CTI Utah Shares, and (E) is an Accredited Investor.

    


    (v)  CTI
      Shares.  Dr. Oldham holds of record and owns beneficially the CTI
      Shares free and clear of any restrictions on transfer (other than any
      restrictions under the Securities Act and state securities laws), Taxes, Liens,
      options, warrants, purchase rights, contracts, commitments, equities, claims,
      and demands.  Dr. Oldham is not a party to any option, warrant,
      purchase right, or other contract or commitment that could require Dr. Oldham
      to
      sell, transfer, or otherwise dispose of the CTI Shares (other than this
      Agreement). Dr. Oldham is not a party to any voting trust, proxy, or other
      agreement or understanding with respect to the voting of the CTI
      Shares.

    


    (b)  CTI’s
      Representations and Warranties.  CTI represents and warrants to
      Dr. Oldham that the statements contained in this §3(b) are correct and complete
      as of the date of this Agreement and will be correct and complete as of the
      Closing Date.

    


    (i)  Organization
      of CTI.  CTI is a corporation duly organized, validly existing,
      and in good standing under the laws of the jurisdiction of its
      incorporation.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    (ii)  Authorization
      of Transaction.  CTI has full power and authority (including full
      corporate or other entity power and authority) to execute and deliver this
      Agreement and to perform its obligations hereunder.  This Agreement
      constitutes the valid and legally binding obligation of CTI, enforceable in
      accordance with its terms and conditions.  CTI need not give any
      notice to, make any filing with, or obtain any authorization, consent, or
      approval of any government or governmental agency in order to consummate the
      transactions contemplated by this Agreement.  The execution, delivery,
      and performance of this Agreement and all other agreements contemplated hereby
      have been duly authorized by CTI.

    


    (iii)  Non-contravention.  Neither
      the execution and the delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby, will (A) violate any constitution, statute,
      regulation, rule, injunction, judgment, order, decree, ruling, charge, or other
      restriction of any government, governmental agency, or court to which CTI is
      subject or any provision of its charter, bylaws, or other governing documents
      or
      (B) conflict with, result in a breach of, constitute a default under, result
      in
      the acceleration of, create in any party the right to accelerate, terminate,
      modify, or cancel, or require any notice under any agreement, contract, lease,
      license, instrument, or other arrangement to which CTI is a party or by which
      it
      is bound or to which any of its assets is subject.

    


    (iv)  Brokers’
      Fees.  CTI has no Liability or obligation to pay any fees or
      commissions to any broker, finder, or agent with respect to the transactions
      contemplated by this Agreement for which Dr. Oldham could become liable or
      obligated.

    


    5.  Representations
      and Warranties Concerning CTI.

    


    (a)  Organization,
      Qualification, and Corporate Power.  CTI is duly organized,
      validly existing, and in good standing under the laws of the jurisdiction of
      its
      incorporation.  CTI is duly authorized to conduct business and is in
      good standing under the laws of each jurisdiction where such qualification
      is
      required.  CTI has full corporate power and authority and all
      licenses, permits, and authorizations necessary to carry on the businesses
      in
      which it is engaged and to own and use the properties owned and used by
      it.  CTI is not in default under or in violation of any provision of
      its memorandum and articles.

    


    (b)  Non-contravention.  Neither
      the execution and the delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby, will (i) violate any constitution, statute,
      regulation, rule, injunction, judgment, order, decree, ruling, charge, or other
      restriction of any government, governmental agency, or court to which CTI is
      subject or any provision of its memorandum and articles or (ii) conflict with,
      result in a breach of, constitute a default under, result in the acceleration
      of, create in any party the right to accelerate, terminate, modify, or cancel,
      or require any notice under any agreement, contract, lease, license, instrument,
      or other arrangement to which CTI is a party or by which it is bound or to
      which
      any of its assets is subject (or result in the imposition of any Lien upon
      any
      of its assets).  CTI does not need to give any notice to, make any
      filing with, or obtain any authorization, consent, or approval of any government
      or governmental agency in order for the Parties to consummate the transactions
      contemplated by this Agreement.

    


    (c)  Brokers’
      Fees.  CTI has no Liability or obligation to pay any fees or
      commissions to any broker, finder, or agent with respect to the transactions
      contemplated by this Agreement.

    


    (d)  Title
      to Assets.  CTI has good and marketable title to, or a vlid
      leasehold interest in, the properties and assets used by it in the operation
      of
      its business.

    


    6.  Post-Closing
      Covenants.  The Parties agree as follows with respect to the
      period following the Closing.

    


    (a)  General.  In
      case at any time after the Closing any further action is necessary to carry
      out
      the purposes of this Agreement, each of the Parties will take such further
      action (including the execution and delivery of such further instruments and
      documents) as any other Party reasonably may request, all at the sole cost
      and
      expense of the requesting Party.

    


    (b)  Confidentiality.  The
      Parties will treat and hold as such all of the Confidential Information, refrain
      from using any of the Confidential Information except in connection with this
      Agreement, and deliver promptly to the other party or destroy, at the request
      and option of the other party, all tangible embodiments (and all copies) of
      the
      Confidential Information which are in its possession.

    


    (c)  CTI
      Utah Shares.  The certificate representing the CTI Utah Shares
      shall be imprinted with a legend substantially in the following
      form:

    


    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE
      TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE
      SECURITIES ACT OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE AND
      SATISFACTORY TO THE ISSUER OF THE SECURITIES, SUCH OFFER, SLAE, TRANSFER,
      PLEDGE, OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

    


    Dr.
      Oldham, if desiring to transfer the CTI Utah shares must furnish CTI Utah with
      (i) a written opinion satisfactory to CTI Utah in form and substance from
      counsel satisfactory to CTI Utah by reason of experience to the effect that
      the
      holder may transfer the CTI Utah Shares as desired without registration under
      the Securities Act.

    


    7.  Miscellaneous.

    


    (a)  No
      Third-Party Beneficiaries.  This Agreement shall not confer any
      rights or remedies upon any Person other than the Parties and their respective
      successors and permitted assigns.

    


    (b)  Entire
      Agreement.  This Agreement (including the documents referred to
      herein) constitutes the entire agreement among the Parties and supersedes any
      prior understandings, agreements, or representations by or among the Parties,
      written or oral, to the extent they relate in any way to the subject matter
      hereof.

    


    (c)  Succession
      and Assignment.  This Agreement shall be binding upon and inure
      to the benefit of the Parties named herein and their respective successors
      and
      permitted assigns.  No Party may assign either this Agreement or any
      of its rights, interests, or obligations hereunder without the prior written
      approval of CTI and Dr. Oldham; provided, however, that either Party
      may (i) assign any or all of its rights and interests hereunder to one or more
      of its affiliates.

    


    (d)  Counterparts.  This
      Agreement may be executed in one or more counterparts (including by means of
      facsimile), each of which shall be deemed an original but all of which together
      shall constitute one and the same instrument.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    (e)  Headings.  The
      section headings contained in this Agreement are inserted for convenience only
      and shall not affect in any way the meaning or interpretation of this
      Agreement.

    


    (f)  Notices.  All
      notices, requests, demands, claims, and other communications hereunder will
      be
      in writing.  Any notice, request, demand, claim, or other
      communication hereunder shall be deemed duly given (i) when delivered personally
      to the recipient, (ii) three business day after being sent to the recipient
      by
      reputable overnight courier service (charges prepaid), (iii) one business day
      after being sent to the recipient by facsimile transmission or electronic mail,
      or (iv) seven business days after being mailed to the recipient by certified
      or
      registered mail, return receipt requested and postage prepaid, and addressed
      to
      the intended recipient as set forth below:

    


    
      	
              If
                to Dr. Oldham:

            	
              If
                to CTI:

            
	 	
              10757
                South River Front Parkway, Suite 125

            
	 	
              South
                Jordan, Utah 84095

            
	 	 
	
              Telefax

            	
              Telefax
                +1 801 816 2599

            


    

    


    Any
      Party
      may change the address to which notices, requests, demands, claims, and other
      communications hereunder are to be delivered by giving the other Parties notice
      in the manner herein set forth.

    


    (g)  Governing
      Law.  This Agreement shall be governed by and construed in
      accordance with the domestic laws of the State of Utah without giving effect
      to
      any choice or conflict of law provision or rule.

    


    (h)  Amendments
      and Waivers.  No amendment of any provision of this Agreement
      shall be valid unless the same shall be in writing and signed by CTI and Dr.
      Oldham.  No waiver by any Party of any provision of this Agreement or
      any default, misrepresentation, or breach of warranty or covenant hereunder,
      whether intentional or not, shall be valid unless the same shall be in writing
      and signed by the Party making such waiver nor shall such waiver be deemed
      to
      extend to any prior or subsequent default, misrepresentation, or breach of
      warranty or covenant hereunder or affect in any way any rights arising by virtue
      of any prior or subsequent such default, misrepresentation, or breach of
      warranty or covenant.

    


    (i)  Severability.  Any
      term or provision of this Agreement that is invalid or unenforceable in any
      situation in any jurisdiction shall not affect the validity or enforceability
      of
      the remaining terms and provisions hereof or the validity or enforceability
      of
      the offending term or provision in any other situation or in any other
      jurisdiction.

    


    (j)  Expenses.  Each
      of CTI, Dr. Oldham, and CTI Utah will bear its own costs and expenses (including
      legal fees and expenses) incurred in connection with this Agreement and the
      transactions contemplated hereby.

    


    (k)  Specific
      Performance.  Each Party acknowledges and agrees that the other
      Parties would be damaged irreparably in the event any provision of this
      Agreement is not performed in accordance with its specific terms or otherwise
      is
      breached, so that a Party shall be entitled to injunctive relief to prevent
      breaches of this Agreement and to enforce specifically this Agreement and the
      terms and provisions hereof in addition to any other remedy to which such Party
      may be entitled, at law or in equity.

    


    (l)  Submission
      to Jurisdiction.  Each of the Parties submits to the jurisdiction
      of any state or federal court sitting in Salt Lake County, State of Utah, in
      any
      action or proceeding arising out of


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    or
      relating to this Agreement and agrees that all claims in respect of the action
      or proceeding may be heard and determined in any such court.  Each of
      the Parties waives any defense of inconvenient forum to the maintenance of
      any
      action or proceeding so brought and waives any bond, surety, or other security
      that might be required of any other Party with respect thereto.

    


    *****

        IN
      WITNESS
      WHEREOF, the Parties hereto have executed this Agreement as of the date first
      above written.

    


    Cancer
      Therapeutics,
      Inc.                                                                                     Dr.
      Robert Oldham

    


    


    


    By:
      ____________________________________                                       ___________________________________

    Chene
      Gardner

    Director