Exhibit 10.4.2


    
      

      

    

    

      Exhibit
        10.4.2

      


      


      ASSET
        PLEDGE STATEMENT

      


      


      THIS
        ASSET PLEDGE STATEMENT (the “Statement”) is made as of November 29, 2006, by
        GENE PHARMACEUTICALS, LLC., a Nevada Limited-Liability Company (“Gene”).


      


      NOW,
        THEREFORE, in consideration of the foregoing premises, terms, covenants,
        and
        conditions hereinafter set forth, Gene states as follows: Gene
        hereby grants Cobalis the right to assign the intellectual property as described
        in Attachment “A” to Cornell Capital Partners, LP of San Diego,
        CA:

       

      A.     Gene
        is a
        pharmaceutical company engaged in the business of researching, developing,
        manufacturing and marketing a dietary supplement product for the treatment
        of
        the symptoms of allergic diseases such as allergic rhinitis (aka hay fever)
        and
        atopic asthma (the “Business”).

      


      B.     Gene
        has
        owned certain intellectual property, including issued US and pending US and
        Patent Cooperation Treaty (PCT) patents, acquired or used in connection with
        the
        Business, as listed in Attachment “A”.

      


      C.     Gene
        has
        transferred to Cobalis Corp. (formerly known as BioGentec Incorporated),
        substantially all of the intellectual property and/or assets, including those
        patents described in Attachment “A”. The transference of which was documented
        and memorialized, in an Asset Purchase Agreement dated Nov. 22, 2000 between
        Gene Pharmaceuticals, LLC (formerly known as Allergy Limited, LLC); in a
        Memorandum of Agreement dated Dec. 19, 2002 between Gene and BioGentec
        Incorporated; and in a Memorandum of Understanding dated Feb. 20, 2004 said
        three documents are hereby incorporated herein by reference.

      


      C.
        1.    The
        Asset Purchase Agreement
        dated Nov. 22, 2000 between Gene Pharmaceuticals, LLC included the following:
        Purchased Assets: Cobalis (“Buyer”) hereby agrees to purchase from Gene
        (“Seller”), and Seller hereby agrees to sell, transfer and assign to Buyer, free
        and clear of any and all liens, security interests, encumbrances, pledges,
        leases, equities, claims, charges, restrictions, conditions, conditional
        sale
        contracts, mortgages, and any other adverse interests of any kind whatsoever
        (other than those securing any Assumed Obligations), certain assets of the
        Seller, in which Seller has right, title and interest, used in connection
        with
        the Business (collectively referred to herein as the “Purchased Assets”). The
        Purchased Assets shall include, but shall not be limited to, the
        following:

      


      (a)     Tangible
        personal property including but not limited to all directories, publications,
        lists, products, marketing and promotional materials, files, books, compilations
        of names, equipment, tools, machines, machine and electric parts, and supplies
        that are used and have been acquired or developed in connection with the
        Business, wherever located, owned or used by Seller, including Seller’s rights
        therein, all of which are identified on Schedule 1.1(a) attached hereto and
        shall be delivered by or on behalf of Seller to Buyer at or prior to the
        Closing
        (collectively, the “Tangible Assets”);

       

      (b)     All
        rights in and to any requirements, processes, formulations, methods, technology,
        know-how, formulae, trade secrets, trade dress, designs, inventions and other
        proprietary rights and all documentation embodying, representing or otherwise
        describing any of the foregoing, owned or held by Seller in connection with
        the
        Business all of which are set forth in Schedule 1.1(b)) and referred to herein
        as "Intangible Property Rights"; All patents, copyrights, trade names,
        trademarks, including the ability to trademark, and service marks of Seller
        including, but not limited to, the ability to trademark the name of the dietary
        product, “Immun-Eeze,” the Business name, Allergy Limited, and the Business
        Website, www.allergylimited.com used in the Business, all of which are set
        forth
        in Schedule 1.1(b), and all applications therefore, and all documentation
        embodying, representing, or otherwise describing any of the
        forgoing.

       

      
        
           

        

        
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      C.
        2.  
The Memorandum
        of Agreement dated Dec. 19, 2002 between Gene and BioGentec Incorporated
        included the following sections:

       

      III
        C. No
        party may assign this Agreement or their rights thereunder, nor delegate
        their
        respective duties hereunder, without the written consent of the other party.
        

      


      II
        A. The
        Purchase price shall be the sum of all amounts previously paid by Buyer to
        Seller, under the previously executed Asset Purchase Agreement, plus the
        sum of
        Four Million Dollars represented by the issuance from Buyer to Seller of
        Two
        Million fully paid and non-assessable shares of common stock in BioGentec,
        Incorporated as of the date of this Agreement at $2.00 per share plus a royalty
        calculated as one and one half percent (1.5%) of the Gross Sales of the Product
        (as defined in the previously executed Asset Purchase Agreement).

      


      C.
        3.    The
        Memorandum of Understanding dated Feb. 20, 2004 included the following: The
        royalty of 1.5% as described in the Memorandum of Agreement dated Dec. 19,
        2002
        shall be amended to include a survivability clause in the case of BioGentec
        (i.e. Cobalis) being acquired. The same amendment will include a Royalty
        Buy-Out
        formula that can be exercised by a potential suitor. 

      


      In
        light
        of the abovementioned Agreements and Understanding, all parties understand
        and
        agree that each of the aspects of the abovementioned Agreements and
        Understanding between Gene and Cobalis, for example, the Option Purchase
        Agreements for Armstrong and the Employment Agreement for Armstrong will
        survive
        or otherwise remain intact and this Statement in no way confers any right
        to
        assign the intellectual property as described in Attachment “A” to a third
        party, which includes but is not limited to, a large pharmaceutical company
        which is in a position to market the allergy treatment, PreHistin. 

      


      Additionally,
        it is noted that fees are periodically due to the US Patent and Trademark
        Office
        (USPTO) and to foreign patent offices to keep issued patents current so as
        not
        to have the patents described in Attachment “A” deemed abandoned or otherwise
        invalid due to non-payment and that the ongoing prosecution of pending patents
        will require additional expenses and patent attorney work. 

      


      In
        the
        event some or all of the patents described in Attachment “A” are released back
        to Cobalis from Cornell, Cobalis understands and agrees that the right for
        Cobalis to assign those patents to some other party will revert back to being
        governed by the current abovementioned Agreements and
        Understanding.

      


      By
        vertue
        of executing a Convertible Debenture agreement with Cornell in which the
        patents
        described in Attachment “A” are involved, Cobalis agrees to the the terms of
        this Statement.

       

       

      The
        above
        is signed and agreed to on November 30, 2006 in Irvine, CA by:

       

      Ernest
        T.
        Armstrong as Managing Member, Gene Pharmaceuticals, LLC

      

        
          
            
            

          

          
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      ATTACHMENT
        “A”

      


       

      US
        Patent
        #6,255,294 "Cyanocobalamin Treatment in Allergic Disease"

       

      US
        Patent
        #5,135,918 "Method for Decreasing Reaginic Antibody Levels"

       

      European
        Union Patent # EP1128835 

       

      Australian
        Patent #771728 

       

      Japanese
        Patent Pending P2002-533399A 

       

      Canadian
        Patent Pending 2,358,054 

       

      Mexican
        Patent Pending 2001-006297 

       

       

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