Unassociated Document


    
      Exhibit
10.1



    PATENT PURCHASE
AGREEMENT

    


    


    This Patent Purchase Agreement
("Patent Purchase Agreement"), made and entered into this 19th day of January,
2011 (the “Effective Date”), is by and between Protect Pharmaceutical
Corporation, a corporation organized and existing under and by virtue of the
laws of the State of Nevada, having an office and place of
business at 116 Village Boulevard, Suite 200, Princeton, NJ 08540 ("Seller");
and Grünenthal GmbH, a company organized under the laws of Germany, having
offices at Zieglerstraße 6, 52078
Aachen/Germany (“Buyer”).  Seller and Buyer are also referred to
individually as a “Party” and collectively as the “Parties."

    


    WITNESSETH

    


    WHEREAS, Seller has declared
that it is the owner of all rights, title and interest in and to the inventions
(the “Inventions”) as described and claimed in all of Seller’s patents and
patent applications (collectively “the Patents”) listed on Exhibit
I and including without limitation, all extensions, continuations,
provisionals, derivatives and related applications thereof whether or not such
applications are listed on the attached Exhibit
I to this Patent Purchase Agreement; and

    


    WHEREAS, Seller wishes to
sell, transfer, assign and set over unto Buyer, and Buyer wishes to purchase,
accept and assume, all rights, title and interest in and to the Inventions and
Patents as specified in this Agreement.

    


    NOW, THEREFORE, in
consideration of the mutual covenants and agreements of the Parties contained
herein, and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed as
follows:

    


    
      	
              1.

            	
              Purchase
      and Sale of Patents.  Seller hereby sells to Buyer, and
      Buyer hereby purchases from Seller, all right, title and interest in and
      to the Inventions and the Patents, and Seller and Buyer hereby agree to
      execute the form of Patent Assignment Agreement (the “Patent Assignment”)
      attached as Exhibit
      II hereto, the terms of such Patent Assignment being fully
      incorporated herein.  All of the rights, privileges, including
      the benefit of any attorney client privilege or attorney work product
      privilege, title and interest in and to the Inventions and Patents being
      sold, transferred, assigned and set over to Buyer hereunder include
      without limitation all income, royalties, damages, right to sue, right to
      enforce and any and all payments now or hereafter due or payable with
      respect thereto, and the right to bring any claim, sue, counterclaim, and
      recover for the past, present and future infringement of the rights
      assigned hereunder.

            


    

    


    
      
        	
                2.

              	
                Purchase
      Price of Inventions and Patents.  The purchase price for
      the Inventions and Patents shall
be:

              


      



    
      	
              a.  

            	
              Cash Payment:
      Buyer shall pay to Seller

            


    

    
      	
              (i)  

            	
              One
      Million Four Hundred Fifty Thousand U.S. Dollars ($1,450,000) in cash to
      be paid on the Closing (as defined
below).

            


    

    
      	
              (ii)  

            	
              One
      Hundred Fifty Thousand U.S. Dollars ($ 150,000) in cash to be paid after
      transfer of all documents and data that relate to the
    Patent.

            


    

    


    
      	
              b.  

            	
              Payment
      Procedures: All payments made by Buyer pursuant to this Agreement
      shall be made by wire transfer to that account specified by Seller at such
      times and in accordance with the provisions of Section 2(b) (and until
      another account is designated in writing to Buyer by Seller, to the
      account identified in Exhibit
      III).  Simultaneous
      with any wire transfer pursuant to Section 2(b), Buyer will include a
      report detailing the payment amount and will provide such supporting
      documentation as may reasonably be requested by Seller (subject to
      appropriate and customary confidentiality obligations as may be required
      in order to disclose such documentation to
  Seller).

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              No
      Assumption of Liabilities.  It is expressly understood
      and agreed that Buyer shall not be liable for and hereby disclaims any
      assumption of any of the obligations, third party claims or liabilities of
      Seller and/or its affiliates and/or of any third party of any kind or
      nature whatsoever arising from or in connection with any circumstances,
      causes of action, breach, violation, default or failure to perform with
      respect to the Inventions and Patents prior to the Closing (“Retained
      Liabilities”) and Seller hereby agrees to defend, indemnify and hold Buyer
      and its affiliates, officers, directors, shareholders and employees (the
      “Indemnified Parties”) harmless from, against and in respect of any and
      all losses, liabilities, damages, claims or expenses (including, without
      limitation, attorneys' fees) suffered or incurred, directly or indirectly
      in connection with a Retained Liability and any obligation arising out of
      or relating to Seller’s ownership or actions (or lack
      thereof)  relating to the Patents in accordance with the
      indemnification procedures outlined in Section
  6.

            


    

     

    
      
        	
                4.

              	
                Taxes;
      Brokers.  Seller
      shall pay any taxes that are legally imposed on Seller arising out of the
      transfer of the Inventions and Patents.  Seller is not liable
      for any taxes, if any, that are legally imposed on Buyer arising out of
      the transfer of the Inventions and Patents.  Seller is
      responsible for any fees (including legal and broker fees) incurred by
      Seller and Buyer is responsible for any fees (including legal and broker
      fees) incurred by Buyer.

              


      

       

    

    
      	
              5.

            	
              Representations
      and Warranties of Seller.  Seller represents and warrants
      to Buyer as follows:

            


    

    
       

      
        	
                 
      

              	
                5.1

              	
                Corporate
      Organization.  Seller
      is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Nevada, USA with full power and authority
      to own and operate its properties and assets and carry on its business as
      currently conducted.

              


      

      


      
        	
                 
      

              	
                5.2

              	
                Authorization.  Seller
      has full power and authority to enter into this Agreement and the Patent
      Assignment and to carry out the transactions contemplated hereby and
      thereby.  The execution and delivery of this Agreement and the
      Patent Assignment and the consummation of the transactions contemplated
      hereby and thereby have been duly authorized by the Board of Directors and
      all other necessary corporate actions on the part of Seller, including the
      shareholders, to the extent required.  This Agreement and the
      Patent Assignment have been duly executed and delivered by the Seller, and
      constitute legal, valid and binding obligations of Seller, enforceable in
      accordance with their terms.

              


      

      


      
        	
                 
      

              	
                5.3

              	
                Non-Contravention.  Neither
      the execution and delivery of this Agreement and the Patent Assignment,
      nor the assignment of the Inventions and the Patents contemplated hereby
      and thereby will violate, or be in conflict with the Articles of
      Incorporation of the Seller or any provision of any applicable law binding
      upon or applicable to the Seller, or any of the Inventions or Patents,
      give rise to any right of termination, cancellation, increase in
      obligations, imposition of fees or penalties under, any debt, note, bond,
      indenture, mortgage, lien, lease, license, instrument, contract,
      commitment or other agreement, or order, arbitration award, judgment or
      decree, to which Seller is a party or by which it is bound or to which the
      Inventions or Patents are subject, or result in the creation or imposition
      of any mortgage, lien, charge, pledge, security interest, other
      encumbrance or third party right (“Encumbrances”) upon any of the
      Inventions or Patents.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                5.4

              	
                Approvals.  No
      consent, approval, order or authorization of, or registration, declaration
      or filing with, any governmental or regulatory authority or third party is
      required in connection with the execution or delivery of this Agreement or
      the Patent Assignment or the consummation of the transactions contemplated
      hereby and thereby, except for recordation of suitable patent assignment
      documents in the U.S. Patent & Trademark Office (the “PTO”) and
      comparable foreign patent offices (the “Required
    Approvals”).

              


      

      


      
        	
                 
      

              	
                5.5

              	
                Ownership
      of the Patents.  The
      Seller owns all right, title and interest, and has good and marketable
      title, in and to the
      Inventions and Patents free and clear of all
      Encumbrances.  Seller is not obligated or under any liability
      whatsoever to make any payments by way of royalties, fees or otherwise to
      any owner or licensee of, or other claimant with respect to the use of the
      subject matter disclosed and claimed in the Inventions or the Patents or
      in connection with the licensing of the Inventions and/or Patents to third
      parties.

              


      

      


      
        	
                 
      

              	
                5.6

              	
                Pre-Existing
      Licenses under the Patents.  The
      Seller, or any predecessor-in-interest to the Inventions and Patents, has
      not granted any licenses or any other rights under the Inventions or
      Patents.

              


      

      


      
        	
                 
      

              	
                5.7

              	
                Litigation.  There
      are no (i) actions, suits, claims, hearings, arbitrations,
      proceedings (public or private) or governmental investigations against or
      affecting the Seller, pending or threatened, against or by the Seller
      (collectively, “Proceedings”), nor any Proceedings or investigations or
      reviews by any governmental authority against or affecting the Seller,
      pending or threatened against or by the Seller, relating to the Inventions
      or Patents or which seek to enjoin or rescind the transactions
      contemplated by this Agreement or the Patent Assignment; or
      (ii) existing orders, judgments or decrees of any governmental
      authority naming the Seller as an affected party in connection with
      Inventions and/or the Patents.

              


      

      


      
        	
                 
      

              	
                5.8

              	
                Patent
      Maintenance.  All
      annuity and maintenance fees that are necessary in order to keep the
      Patents in force as of the Effective Date have been paid by Seller, and no
      payment of annuities or fees, or papers to be filed in patent offices, are
      required to be made within the three-month period after the Effective
      Date.

              


      

    

     

     

    
      	
              6.

            	
              Indemnification;
      Set-Off.

            


    

    


    
      
        	
                 
      

              	
                6.1.

              	
                Without
      derogating from the provisions of Section 3 above, Seller agrees to
      defend, indemnify and hold the Indemnified Parties harmless from, against
      and in respect of any and all losses, liabilities, damages, claims or
      expenses (including, without limitation, attorneys' fees) suffered or
      incurred, directly or indirectly by the Indemnified Parties by reason of,
      or resulting from the breach of any representation or warranty contained
      in Section 6 of this Agreement or from the failure to perform any covenant
      contained in this Agreement or in the Patent
  Assignment.

              


      

      


      
        	
                 
      

              	
                6.2.

              	
                Whenever
      any claim arises for indemnification under this Agreement or an event
      which may result in a claim for such indemnification has occurred, the
      Indemnified Party will promptly notify the Seller of the claim and, when
      known, the facts constituting the basis for such claim.  The
      Seller shall have the obligation to dispute and defend all such third
      party claims and thereafter so defend and pay any adverse final judgment
      or award or settlement amount in regard thereto. Such defense shall be
      controlled by the Seller, and the cost of such defense shall be borne by
      the Seller, provided that the Indemnified Parties shall have the right to
      participate in such defense at their own expense, unless the Indemnified
      Parties require their own attorney due to a conflict of interests, in
      which case, the expense thereof will be borne by the Seller. The
      Indemnified Parties shall cooperate in all reasonable respects in the
      investigation, trial and defense of any such claim at the cost of the
      Seller. If the Seller fails to take action within thirty (30) days of
      notice, then the Indemnified Parties shall have the right to pay,
      compromise or defend any third party claim, such costs to be borne by the
      Seller. The Indemnified Protected shall also have the right and upon
      delivery of ten (10) days advance written notice to such effect to the
      Seller, exercisable in good faith, to take such action as may be
      reasonably necessary to avoid a default prior to the assumption of the
      defense of the third party claim by the Seller, and any expenses incurred
      by the Indemnified Parties so acting shall be paid by the Seller. The
      Seller will not settle or compromise any third party claim without the
      prior written consent of the Indemnified
  Parties.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        
          	
                   
      

                	
                  6.3.

                	
                  Without
      derogating from any other right and/or remedy available to the Buyer
      hereunder or under applicable law, the Buyer shall be entitled to set-off
      against any amounts otherwise payable by the Buyer to the Seller under
      this Agreement any amounts to which Buyer is entitled based on a claim for
      indemnification by the Buyer under this Agreement or the Patent
      Assignment. Neither the exercise of, nor the failure to exercise, such
      right of set-off will constitute an election of remedies or limit the
      Buyer in any manner in the enforcement of any other remedies that may be
      available to it.

                
	 	 	 
	 	6.4. 	Covenants of the Seller


        

      

                

    

    
      
        
          	
                   

                	
                  6.4.1.

                	
                  The
      Seller agrees that during the period from the Effective Date through the
      Closing, the Seller, will not directly, through any agent or otherwise,
      solicit, accept, initiate or encourage (by providing confidential
      information or otherwise) submission of proposals or offers from any
      person or entity or negotiate or suggest negotiations at any future time
      with or to any other person any transaction related to or which may
      affect, the Inventions or the Patents.

                
	 	 	 
	 	
                  6.4.2.

                	
                  
                    The
      Seller agrees that during the period from the Effective Date through the
      Closing, the Seller shall operate its business in the ordinary course
      consistent with past practices. The Seller agrees to pay all indebtedness
      when due, to use reasonable efforts to pay or perform other obligations
      when due and agree to preserve the Seller’s assets and technology and
      preserve the relationships of the Seller with suppliers, investigators,
      distributors, licensors, licensees, and others having business dealings
      with them, all with the goal of preserving unimpaired the goodwill and
      ongoing businesses of the Seller relating to the Inventions and the
      Patents.

                  

                
	 	 	 
	
                   
      

                	
                  6.4.3.

                	
                  Without
      limiting the generality of the foregoing, except (i) as expressly
      contemplated herein or (ii) with the prior written consent of the
      Buyer, the Seller shall not:(A) sell, license or transfer to any person or
      entity any rights to the Inventions or the Patents enter into any
      agreement or undertake any new obligation with respect to any of the same,
      with any person or entity; (B) incur any indebtedness or guarantee any
      indebtedness for borrowed money or issue or sell any debt securities or
      guarantee any debt securities or other obligations of others or create an
      Encumbrance over the Inventions or the Patents; or (C) enter into any
      transaction for a merger of the Seller or the sale of all or substantially
      all of the shares of the Seller, which may affect, directly or indirectly,
      the Inventions or the
Patents.

                


        

      

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        
          	
                   
      

                	
                  6.4.4.

                	
                  Following
      the Closing, and for a period of three (3) months, the Seller undertakes
      not to (i)  apply for or consent to the appointment of any
      liquidator, receiver, trustee or administrator for all or a substantial
      part of its business, properties, assets or revenues; (ii) institute (by
      petition, application, answer, consent or otherwise) any bankruptcy,
      arrangement, readjustment of debt, dissolution, liquidation or similar
      executory or judicial proceeding; or (iii)  call a creditors'
      meeting for the purpose of entering into an arrangement with
      them.  In addition, the Seller shall take promptly, at its
      expense, all measures as are required for preventing, discharging,
      terminating, removing or achieving a stay of any of the aforesaid or
      similar events initiated by third parties.

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  6.4.5

                	
                  Seller
      agrees that it will not assert any of its patents or patent applications
      against the practice of the inventions and patents assigned by this
      Agreement.

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  6.4.6

                	
                  Seller
      covenants that to the best of it's knowledge the duty of disclosure has
      been complied with and the best mode has been disclosed in the pending
      patent applications. Seller agrees to cooperate with Buyer at Buyer's
      expense as set forth in Section 11.3 in the prosecution of the patent
      applications should that cooperation be desireable or
      necessary.

                
	 	 	 


        

      

      
        	
                 
      

              	
                6.4.7

              	
                Seller
      represents that it has secured the inventor's cooperation in fulfilling
      the representations and obligations of Section
  6.4.6.

              


      

       

    

    
      	
              7.

            	
              Representations
      and Warranties of Buyer.  Buyer represents and warrants
      to Seller as follows:

            


    

     

    
      
        	
                 
      

              	
                7.1

              	
                Corporate
      Organization.  Buyer is a corporation duly organized,
      validly existing and in good standing under the laws of Germany, with full
      power and authority to own and operate its properties and assets and carry
      on its business as currently
conducted.

              


      

      


      
        	
                 
      

              	
                7.2

              	
                Authorization.  Buyer
      has full power and authority to enter into this Agreement and to carry out
      the transactions contemplated hereby.  The execution and
      delivery of this Agreement and the consummation of the transactions
      contemplated hereby have been duly authorized by all necessary corporate
      actions on the part of Buyer.  This Agreement and the Patent
      Assignment have been duly executed and delivered by the Buyer, and
      constitute legal, valid and binding obligations of Buyer, enforceable in
      accordance with their terms.

              


      

       

    

    
      	
              8. 

            	
              Closing and Due
      Diligence Period.

            


    

     

    
      
        	
                 
      

              	
                8.1

              	
                Closing.  The
      Closing (the “Closing”) of the purchase and sale of the Patents shall take
      place on or before

              	
                .

              


      

      


      
        	
                 
      

              	
                8.2

              	
                Documents.  During
      the period prior to the Closing, the Seller will provide to Buyer complete
      copies of the patent prosecution files provided by prosecution counsel and
      any other documents (electronic or otherwise) in Seller's custody or
      control relating to the Inventions and the
  Patents.

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                8.3

              	
                Deliveries.  At
      the Closing, the Seller shall deliver to the Buyer the
      following:

              


      

    

     

    
      
        	
                 
      

              	
                8.3.1.

              	
                duly
      executed copies of the Patent Assignment, duly executed by the
      Sellers;

              


      

      


      
        	
                 
      

              	
                8.3.2.

              	
                such
      other duly executed agreements, deeds, certificates or other instruments
      of conveyance, transfer and assignment as shall be necessary, in the
      reasonable opinion of the Buyer, to vest in the Buyer good, valid and
      marketable title to the Inventions and the
  Patents.

              


      

      


      
        	
                 
      

              	
                8.4

              	
                Pre-Closing
      Transfer.  At least five (5) business days prior to the
      Closing (or immediately thereafter upon learning of the existence of any
      such files or documents that have not been transferred to Buyer subsequent
      to the transfer contemplated under this Section 8.4), Seller shall, and
      shall cause its patent counsel to deliver to Buyer (or to Buyer’s counsel
      as may be directed by Buyer) copies of all patents and patent
      applications, and PTO correspondence in Seller’s or Seller’s counsel’s
      possession related to the Patents and any other documents (electronic or
      otherwise) in Seller's custody or control relating to the Patents. Seller
      represents to Buyer that as of the date five business days prior to the
      Closing Date, Seller has conducted a thorough and diligent search through
      its counsel for all such documents, and that as of the Closing, no other
      such documents remain in the custody or control of Seller. Seller further
      agrees that upon the Effective Date all rights and privileges (including
      with respect to any attorney client privileges, attorney work product or
      any other professional privileges or rights) held by Seller or any third
      party, that arise from or relate to the Patents, Inventions or any other
      intellectual property transferred under this Agreement, shall be
      transferred from Seller to Buyer, including, without limitation, all
      documents and data that relate to
Tapentadol.

              


      

      


      
        	
                9.

              	
                Miscellaneous.  All
      notices and other communications hereunder shall be in writing and shall
      be deemed given if delivered (a) personally,  (b) by facsimile
      transmission, (c) by overnight courier or (d) by registered
      or certified mail (return receipt requested) to the parties at the
      following addresses (or at such other address for a Party as shall be
      specified by like notice);

              


      

      


      
        
          
            	
                    If to the Buyer at:

                    Grünenthal
      GmbH, Zieglerstraße 6

                    52078
      Aachen/Germany

                  	
                    If to Seller at:

                    Protect
      Pharmaceutical Corporation,

                    116
      Village Boulevard, Suite 200,

                    Princeton,
      NJ 08540

                     

                  


          

        

      

      


      Notice shall be deemed received in the
case of (a) personal delivery, upon delivery, (b) international courier
(signature required), two business days following shipment and (c) international
registered or certified mail, seven business days following post
date.  Either Party may change the notice address by providing notice
containing the changed notice information to the other Party.

      


      
        	
                10.

              	
                Infringement.
      In the event that Seller or Buyer is named as a defendant in any patent
      infringement lawsuit brought as a result of Buyer’s efforts to market a
      product during the commercialization of the Patents, Seller shall fully
      cooperate with Buyer in the handling of all such claims or lawsuits,
      assist in production and location of evidence and provide other assistance
      as requested by Buyer, including assistance with discovery, depositions
      and expert testimony. Buyer shall have the obligation to undertake the
      control and defense of such Infringement Action, including the
      satisfaction of resulting legal fees and expenses, whether such action was
      brought against Seller or Buyer. Buyer shall be responsible for the
      coordination and payment of legal activities and shall promptly reimburse
      all costs incurred by the Seller. Buyer shall be solely responsible for,
      and hereby agrees to indemnify and hold harmless Seller and its affiliates
      against, damages, claims, penalties, all legal fees and related expenses
      incurred by the Buyer in the satisfaction of its
    obligations.

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                11.

              	
                General
      Provisions. The Agreement is governed by the following general
      provisions;

              


      

      


      
        	
                 
      

              	
                11.1

              	
                Entire
      Agreement.  This Agreement (including the Exhibits) and
      the Patent Assignment constitute the entire agreement of the parties and
      supersedes all other prior or contemporaneous agreements and
      understandings, both written and oral, among or between the parties with
      respect to the subject matter
hereof.

              


      

      


      
        
          	
                   
      

                	
                  11.2

                	
                  No
      Third Party Beneficiaries.  This Agreement is for the
      exclusive benefit of the parties and is not intended to confer upon any
      other person any rights or remedies hereunder.

                
	 	 	 
	 	11.3.
      
	Expenses. If the
      Buyer requires the assistance of Seller for prosecuting, exploiting,
      defending or enforcing the rights of the Patents, Buyer is responsible for
      reimbursing all the pass-through costs and pay at the rate of $ 250 per
      man hour of Seller’s employee time spent in providing such assistance.
      Except as otherwise expressly provided herein, all parties will be
      responsible for their own costs and expenses, including counsel fees,
      incurred in connection with this
Agreement.


        

      

       


      
        	
                 
      

              	
                11.4

              	
                Assignment.  The
      Parties may assign this agreement including all the rights and obligations
      hereunder upon the provision of written notice to the other
      Party.  It is hereby clarified that a “change in control”
      transaction of the Parties shall not be deemed to be an assignment of this
      Agreement by the Party.

              


      

      


      
        	
                 
      

              	
                11.5

              	
                Governing
      Law; Forum.  This Agreement will be governed by and
      construed in accordance with the laws of the United States and the State
      of New Jersey without regard to principles of conflicts of
      law.  Each party hereby agrees to jurisdiction and venue in the
      courts of the State of New Jersey or the Federal courts sitting therein
      for all disputes and litigation arising under or relating to this
      Agreement.

              


      

      


      
        	
                 
      

              	
                11.6

              	
                Counterparts.  This
      Agreement may be executed in two or more counterparts, each of which shall
      be deemed an original, but all of which together shall constitute one and
      the same agreement.

              


      

      


      
        	
                 
      

              	
                11.7

              	
                Headings.  The
      headings of the articles and sections of this Agreement are inserted for
      convenience only and shall not constitute a part
  hereof.

              


      

      


      
        	
                 
      

              	
                11.8

              	
                Confidentiality.  The
      contents of this Agreement, including its terms and conditions, are
      considered confidential.  Neither Party shall disclose the terms
      of the Agreement to an unaffiliated third party without the prior written
      approval of the other Party, except to legal, financial, accounting or
      other similar advisors who agree to maintain the terms of this Agreement
      confidential, or except for any requisite filings to be made with the
      Securities and Exchange Commission.  In the event an
      unaffiliated third party seeks to discover the terms of this Agreement
      through a court order, the Party to whom the request for the terms has
      been made shall provide reasonable notice of the request to the other
      Party to this Agreement and shall use its reasonable efforts to prevent at
      least the disclosure of the terms of the Agreement.  Neither
      Party will originate any publicity, news release, or other announcement,
      written or oral, whether to the public press, to stockholders, or
      otherwise, relating to this Agreement, to any amendment hereto or to
      performance hereunder or the existence of an arrangement between the
      parties without the prior written approval of the other
    Party.

              


      

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                11.9.

              	
                Independent
      Contractors. The relationship of Seller and Buyer established by
      this Agreement is that of independent contractors, and nothing contained
      in this Agreement shall be construed (i) to give either party the power to
      direct or control the day-to-day activities of the other, or (ii) to
      constitute the parties as partners, participants in a joint venture,
      co-owners or otherwise as participants in a joint or common
      undertaking.

              


      

      


      
        	
                 
      

              	
                11.10.

              	
                Further
      Assurances.  Seller agrees, at its sole expense, to
      execute such further documents and do any and all such reasonable things
      as may be necessary to implement and carry out the terms, conditions and
      intent of this Agreement within a commercially reasonable timeframe upon
      the request of Buyer.

              


      

      


      
        	
                 
      

              	
                11.11.

              	
                Interpretation.
      The parties agree that this Agreement shall be fairly interpreted in
      accordance with its terms without any strict construction in favor of or
      against either party and that ambiguities shall not be interpreted against
      the drafting party.

              


      

      


      
        	
                 
      

              	
                11.12.

              	
                Severability.
      If for any reason a court of competent jurisdiction finds any provision of
      this Agreement, or portion thereof, to be unenforceable, that provision of
      the Agreement will be enforced to the maximum extent permissible so as to
      affect the intent of the parties, and the remainder of this Agreement will
      continue in full force and effect.

              


      

      


      
        	
                 
      

              	
                11.13.

              	
                Disclaimers.
      This Agreement does not confer by implication, estoppel, laches or by any
      other means any license or any right other than those expressly granted
      herein.

              


      

      


      
        	
                 
      

              	
                11.14.

              	
                Injunctive
      Relief. The parties agree that a material default of the provisions
      of this Agreement by a party hereto could cause irreparable injury to the
      other party for which monetary damages would not be an adequate remedy and
      such other party shall be entitled to seek equitable relief, including
      injunctive relief and specific performance, in addition to any remedies it
      may have hereunder or at law.

              


      

      


      
        	
                 
      

              	
                11.15.

              	
                Counterparts.
      This Agreement may be executed in two or more counterparts, each of which
      shall be an original and all of which shall constitute together the same
      document.  It is further agreed that the delivery by facsimile,
      e-mail or other recognized electronic medium of an executed counterpart of
      this Agreement will be deemed to be an original and will have the full
      force and effect of an original executed
copy.

              


      

      


      IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the day and
year first above written.

      


      
        
          
            
              
                
                  
                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                            GRUNENTHAL
      GmbH.

                          	 
      	 
      	 
      	
                            PROTECT
      PHARMACEUTICAL CORP.

                          
	 
      	 
      	 
      	 
      	 
      
	
                            By:

                          	 
      	/s/
      Prof. Dr. E. - P. Pâques	 
      	 
      	
                             By:

                          	 
      	/s/
      Ramesh Sesha
	 	 	 	 	 	 	 	 
	
                            Name:

                          	 
      	Prof.
      Dr. E. - P. Pâques	 
      	 
      	
                            Name:

                          	 
      	
                             Ramesh
      Sesha

                          
	 	 	 	 	 	 	 	 
	
                            Title:

                          	 
      	 
      	 
      	 
      	
                            Title:

                          	 
      	
                            Chief
      Operating Officer

                          
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	By:	 	/s/
      Ralf Radermacher	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name:	 	Ralf
      Radermacher	 	 	 	 	 	 


                  

                

              

            

          

        

      

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
I

      


      PATENT
APPLICATIONS

      


      1.           Tapentadol
Compositions - PCT/US08/084423, filed 21-November-2008, (Publication No. WO
09/067703 A1)

       

      Nationalized applications based on
PCT/US08/084423

       

      
        
          
            
              
                	 
      	
                        Country

                      	
                        Application
      No.

                      
	
                        1A

                      	
                        Australia

                      	
                        2008328548

                      
	
                        1B

                      	
                        Brazil

                      	
                        PI
      0819451-3

                      
	
                        1C

                      	
                        Canada

                      	
                        2,706,596

                      
	
                        1D

                      	
                        China

                      	
                        200880122483.5

                      
	
                        1E

                      	
                        Europe

                      	
                        8852685

                      
	
                        1F

                      	
                        Hong
      Kong

                      	
                        N/A

                      
	
                        1G

                      	
                        Israel

                      	
                        205915

                      
	
                        1H

                      	
                        India

                      	
                        1082/MUMNP/2010

                      
	
                        1I

                      	
                        Japan

                      	
                        510142069

                      
	
                        1J

                      	
                        Mexico

                      	
                        MX/a/2010/005680

                      
	
                        1K

                      	
                        New
      Zealand

                      	
                        586361

                      
	
                        1L

                      	
                        Russia

                      	
                        2010123346

                      
	
                        1M

                      	
                        Singapore

                      	
                        201003593-9

                      
	
                        1N

                      	
                        South
      Korea

                      	
                        10-2010-7013789

                      
	
                        1O

                      	
                        South
      Africa

                      	
                        2010/03716

                      
	
                        1P

                      	
                        United
      States

                      	
                        12/786,382

                      


              

            

          

        

      

      


      2.           Novel
and Potent Tapentadol Dosage Forms - PCT/US09/005866, filed 29-October-2009,
(Publication No. WO 10/096045 A2)

       

       

       

       

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
II

      


      PATENT ASSIGNMENT
AGREEMENT

      


      THIS
PATENT ASSIGNMENT AGREEMENT (the “Agreement”), is made and entered into this
19th
day of January, 2011 (the “Effective Date”), by and between Protect
Pharmaceutical Corporation, a corporation organized and existing under and by
virtue of the laws of the State of Nevada, having an office and place of
business at 116 Village Boulevard, Suite 200, Princeton, NJ 08540, USA
("Assignor"); and Grünenthal
GmbH, a company organized under the laws of Germany, having offices at
Zieglerstraße 6, 52078 Aachen/Germany (“Assignee”) (each a “Party” and
collectively the “Parties”).

      


      WHEREAS,
Assignor is the owner of all rights, title and interest in and to the inventions
(the “Inventions”) as described and claimed in the United States and foreign
patents and patent application as listed on Schedule A hereto (collectively the
“Patents”);

      


      WHEREAS,
Assignor and Assignee have agreed by a Patent Purchase Agreement (the “Purchase
Agreement”) dated 19th day of January, 2011, by and between Assignor and
Assignee, the terms of which are incorporated herein by reference, that Assignor
shall sell, transfer, assign and set over unto Assignee and Assignee shall
accept, all rights, title and interest in and to the Patents as specified in
this Agreement;

      


      NOW,
THEREFORE, in consideration of the mutual covenants and agreements of the
Parties and pursuant to the Purchase Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed as follows:

      


      I.    ASSIGNMENT

      


      
        	
                1.  

              	
                Assignor
      hereby sells, transfers, assigns and sets over to Assignee all rights,
      title and interest (for all countries) in and to the Patents, and all the
      rights and privileges under any letters patent that may be granted under
      any continuations, divisions, reissues, reexaminations, renewals and
      extensions therefore and thereon and all continuations, divisions,
      reissues, reexaminations, renewals and extensions thereof; and all
      applications for industrial property protection, including without
      limitation, all applications for patents, utility models, copyright, and
      designs which may hereafter be filed for said Inventions and Patents in
      any country or countries, together with the right to file such
      applications and the right to claim for the same the priority rights
      derived from the Patents under the patent laws of the United States, the
      International Convention for the Protection of Industrial Property, or any
      other international agreement or the domestic laws of the country in which
      any such application is filed, as may be applicable; and all applications
      for industrial property protection, including, without limitation, all
      applications for patents, utility models, copyrights and designs which may
      hereafter be filed for said Inventions or Patents in any country or
      countries, together with the right to file such applications; and all
      forms of industrial property protection, including, without limitation,
      patents, utility models, inventors’ certificates, copyrights and designs
      which may be granted for said Patent in any country or countries and all
      extensions, renewals and reissues
thereof.

              


      

      


      
        	
                2.  

              	
                Assignor
      hereby authorizes and requests the Commissioner of Patents and Trademarks
      of the United States and any official of any country or countries foreign
      to the United States, whose duty is to issue patents or other evidence or
      forms of industrial property on applications as aforesaid, to issue the
      same to Assignee, it successors, assigns and legal representatives, or to
      such nominees as it may designate.

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
 

      
        	
                3.  

              	
                Assignor
      agrees that, whenever reasonably requested by Assignee and at Assignee’s
      expense, Assignor will execute all papers, take all rightful oaths, and do
      all acts which may be reasonably necessary for securing and maintaining
      patents for the Inventions in any country and for vesting title thereto in
      Assignee, its successors, assigns and legal representatives or
      nominees.

              


      

      


      
        	
                4.  

              	
                Assignor
      authorizes and empowers Assignee, its successors, assigns and legal
      representatives or nominees, to invoke and claim for any application for
      patent or other form of protection for the Inventions, the benefit of the
      right of priority provided by the International Convention for the
      Protection of Industrial Property, as amended, or by any convention which
      may henceforth be substituted for it, or any other international agreement
      or the domestic laws of the country in which any such application is
      filed, as may be applicable, and to invoke and claim such right of
      priority without further written or oral authorization from
      Assignor.

              


      

      


      
        	
                5.  

              	
                Assignor
      hereby consents that a copy of this Agreement shall be deemed a full legal
      and formal equivalent of any assignment, consent to file or like document
      that may be required in any country for any purpose and more particularly
      in proof of the right of Assignee or nominee to claim the aforesaid
      benefit of the right of priority provided by the International Convention
      for the Protection of Industrial Property, as amended, or by any
      convention which may henceforth be substituted for
  it.

              


      

      


      
        	
                6.  

              	
                All
      of the rights, title and interest in and to the Patents sold, transferred,
      assigned and set over to Assignee hereunder include all income, royalties,
      damages and payments now or hereafter due or payable with respect thereto,
      and all causes of action (whether in law or equity) and the right to sue,
      counterclaim, and recover for the past, present and future infringement of
      the rights assigned or to be assigned
hereunder.

              


      

      


      
        
          
            
              
                
                  
                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                            ASSIGNEEE:

                            GRUNENTHAL
      GmbH.

                          	 
      	 
      	 
      	
                            ASSIGNOR:

                            PROTECT
      PHARMACEUTICAL CORP.

                          
	 
      	 
      	 
      	 
      	 
      
	
                            By:

                          	 
      	
                            /S/
      Prof. Dr. E. –P. Paques

                          	 
      	 
      	 
      	
                            By:

                          	 
      	
                            /S/
      Ramesha Sesha

                          
	 	 	 	 	 	 	 	 	 
	
                            Name:

                          	 
      	
                             Prof.
      Dr. E. –P. Paques

                          	 
      	 
      	 
      	
                            Name:

                          	 
      	
                             Ramesha
      Sesha

                          
	 	 	 	 	 	 	 	 	 
	
                            Title:

                          	 
      	
                            Member
      of the Executive Board of Grüenthal
      Group

                            President and Chief Alliance Officer

                            Grüenthal
      Innovation

                          	 
      	 
      	 
      	
                            Title:

                          	 
      	
                            Chief
      Operating Officer

                          
	
                            By:

                          	 
      	
                             /S/
      Ralf Radermacher

                            Ralf
      Radermacher

                          	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 	 	 	 	 
	Title:	 	
                            Vice
      President

                            Corporate Development and Licensing

                          	 	 	 	 	 	 


                  

                

              

            

          

        

      

      
 

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
A

      


      PATENT
APPLICATIONS

      


      1.           Tapentadol
Compositions - PCT/US08/084423, filed 21-November-2008, (Publication No. WO
09/067703 A1)

      Nationalized applications based on
PCT/US08/084423

      
        
          
            
              	 
      	
                      Country

                    	
                      Application
      No.

                    
	
                      1A

                    	
                      Australia

                    	
                      2008328548

                    
	
                      1B

                    	
                      Brazil

                    	
                      PI
      0819451-3

                    
	
                      1C

                    	
                      Canada

                    	
                      2,706,596

                    
	
                      1D

                    	
                      China

                    	
                      200880122483.5

                    
	
                      1E

                    	
                      Europe

                    	
                      8852685

                    
	
                      1F

                    	
                      Hong
      Kong

                    	
                      N/A

                    
	
                      1G

                    	
                      Israel

                    	
                      205915

                    
	
                      1H

                    	
                      India

                    	
                      1082/MUMNP/2010

                    
	
                      1I

                    	
                      Japan

                    	
                      510142069

                    
	
                      1J

                    	
                      Mexico

                    	
                      MX/a/2010/005680

                    
	
                      1K

                    	
                      New
      Zealand

                    	
                      586361

                    
	
                      1L

                    	
                      Russia

                    	
                      2010123346

                    
	
                      1M

                    	
                      Singapore

                    	
                      201003593-9

                    
	
                      1N

                    	
                      South
      Korea

                    	
                      10-2010-7013789

                    
	
                      1O

                    	
                      South
      Africa

                    	
                      2010/03716

                    
	
                      1P

                    	
                      United
      States

                    	
                      12/786,382

                    


            

          

        

      

      


      2.           Novel
and Potent Tapentadol Dosage Forms - PCT/US09/005866, filed 29-October-2009,
(Publication No. WO 10/096045 A2)

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      EXHIBIT
III

      SELLER
WIRE INSTRUCTIONS

      


      Protect
Pharmaceutical Corp., Checking Account No. XXXXXXX, ABA No. XXXXXXX, Bank
:XXXXXXXXX , Address: XXXXXXXXXXXXXXXXXX, USA

      


      
 

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          13