frm8k-ex1001_ohrpi.htm


    
      	
               

            


    

    EXHIBIT
10.1

     

    ASSET
PURCHASE AGREEMENT

     

    dated
August 21, 2009

     

    between

     

    OHR
PHARMACEUTICAL, INC.

     

    and

     

    GENAERA
LIQUIDATING TRUST

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              ASSET
      PURCHASE AGREEMENT

            


    

     

    Table
of Contents

                                                                                                                                              Page

     

    


    
      	
               
      

            	
              ARTICLE
      I  CERTAIN DEFINITIONS; CONSTRUCTION                                                                                                2

            


    

     

    
      	
               
      

            	
              1.1  

            	
              Certain
      Definitions. 

            	
               2

            


    

     

    
      	
               
      

            	
              ARTICLE
      II  PURCHASE AND SALE OF
      ASSETS                                                                                                                                                                                                                                                                                               
      6

            


    

     

    
      	
               
      

            	
              2.1  

            	
              Purchase and Sale of
      Assets                                                                                                                                                                                                                                                                                                                                             
      6

            	
               

            


    

     

    
      	
               
      

            	
              2.2  

            	
              Excluded
      Assets                                                                                                                                                                                                                                                                                                                                                                  
      6

            	
               

            


    

     

    
      	
               
      

            	
              2.3  

            	
              Retained
      Liabilities                                                                                                                                                                                                                                                                                                                                                              
      7

            	
               

            


    

     

    
      	
               
      

            	
              2.4  

            	
              Purchase
      Price                                                                                                                                   7

            	
               

            


    

     

    
      	
               
      

            	
              2.5  

            	
              Third Party
      Consents                                                                                                                       7

            	
               

            


    

     

    
      	
               
      

            	
              2.6  

            	
              Certain Rights of
      Seller                                                                                                                     
        8

            	
               

            


    

     

    
      	
               
      

            	
              ARTICLE
      III  THE CLOSING                                                                                                                        
  8

            


    

     

    
      	
               
      

            	
              3.1  

            	
              Closing                                                                                                                                 8

            	
               

            


    

     

    
      	
               
      

            	
              3.2  

            	
              Delivery of Items by
      the Seller 

            	
              8   
      

            


    

     

    
      	
               
      

            	
              3.3  

            	
              Delivery of Items by
      the Purchaser     

            	
              9    
      

            


    

     

    
      	
               
      

            	
              3.4  

            	
              As Is, Where
      Is       

            	
              9 
      

            


    

     

    
      	
               
      

            	
              ARTICLE
      IV  REPRESENTATIONS AND WARRANTIES OF THE SELLER                                                                                        
      9

            


    

     

    
      	
               
      

            	
              4.1  

            	
              Organization,
      Qualification and Power     
    

            	
              9     
      

            


    

     

    
      	
               
      

            	
              4.2  

            	
              Trust
      Documents   

            	
              9 

            


    

     

    
      	
               
      

            	
              4.3  

            	
              Authorization        
      

            	
              9 
      

            


    

     

    
      	
               
      

            	
              4.4  

            	
              Noncontravention;
      Governmental Approvals. 

            	
              10    
      

            


    

     

    
      	
               
      

            	
              4.5  

            	
              Brokers’
      Fees                  
      

            	
              10

            


    

     

    
      	
               
      

            	
              4.6  

            	
              Litigation                         
      

            	
              10

            


    

     

    
      	
               
      

            	
              4.7  

            	
              Intellectual
      Property       

            	
              10

            


    

     

    
      	
               
      

            	
              4.8  

            	
              Tangible Personal
      Property; the
      Assets           
      

            	
              11    
      

            


    

     

    
      	
               
      

            	
              ARTICLE
      V  REPRESENTATIONS AND WARRANTIES OF THE
      PURCHASER                                                                                                                                                                                                                                       
      11

            


    

     

    
      	
               
      

            	
              5.1  

            	
              Organization                    
      

            	
              11

            


    

     

    
      	
               
      

            	
              5.2  

            	
              Authorization                  
      

            	
              11

            


    

     

    
      	
               
      

            	
              5.3  

            	
              Noncontravention;
      Governmental
      Approvals.            
      

            	
              11     
      

            


    

     

    
      	
               
      

            	
              5.4  

            	
              Brokers’
      Fees                  
      

            	
              12

            


    

     

    
      	
               
      

            	
              ARTICLE
      VI  COVENANTS                                                                                                                                                                                                                                                                                                                                   
      12

            


    

     

    
      	
               
      

            	
              6.1  

            	
              Notices and
      Consents    

            	
              12

            


    

     

    
      	
               
      

            	
              6.2  

            	
              Full
      Access                     
      

            	
              12

            


    

     

    
      	
               
      

            	
              6.3  

            	
              Tax
      Matters.                    
      

            	
              12

            


    

     

    
      	
               
      

            	
              6.4  

            	
              Confidentiality                
      

            	
              13

            


    

     

    
      	
               
      

            	
              6.5  

            	
              Further
      Assurances       
    

            	
              13

            


    

     

    
      	
               
      

            	
              ARTICLE
      VII  INDEMNIFICATION                                                                                                                                                                                                                                                                                                                     
      14

            


    

     

    
      	
               
      

            	
              7.1  

            	
              Indemnification
      Obligations.   

            	
              14 
      

            


    

     

    
      	
               
      

            	
              7.2  

            	
              Method of Asserting
      Claims  

            	
              14 
      

            


    

     

    
      	
               
      

            	
              7.3  

            	
              Further Items Relating
      to Indemnification 

            	
              15   
      

            


    

     

    
      	
               
      

            	
              ARTICLE
      VIII  MISCELLANEOUS                                                                                                                                                                                                                                                                                                                       
      15

            


    

     

    
      	
               
      

            	
              8.1  

            	
              Survival      
                           
      

            	
              15

            


    

     

    
      	
               
      

            	
              8.2  

            	
              Press Releases and
      Public Announcement       
      

            	
              15    
      

            


    

     

    
      	
               
      

            	
              8.3  

            	
              No Third-Party
      Beneficiaries   

            	
              16 
      

            


    

     

    
      	
               
      

            	
              8.4  

            	
              Entire
      Agreement           
      

            	
              16

            


    

     

    
      	
               
      

            	
              8.5  

            	
              Succession and
      Assignment 

            	
              16 
      

            


    

     

    
      	
               
      

            	
              8.6  

            	
              Drafting                           
      

            	
              16

            


    

     

    
      	
               
      

            	
              8.7  

            	
              Notices                            
      

            	
              16

            


    

     

    
      	
               
      

            	
              8.8  

            	
              Governing
      Law               
      

            	
              17

            


    

     

    
      	
               
      

            	
              8.9  

            	
              CONSENT TO
      JURISDICTION AND SERVICE OF PROCESS   
    

            	
              17       
      

            


    

     

    
      	
               
      

            	
              8.10  

            	
              WAIVER OF JURY
      TRIAL      

            	
              18 
      

            


    

     

    
      	
               
      

            	
              8.11  

            	
              Amendments and
      Waivers      

            	
              18 
      

            


    

     

    
      	
               
      

            	
              8.12  

            	
              Severability                     
      

            	
              18

            


    

     

    
      	
               
      

            	
              8.13  

            	
              Expenses                         
      

            	
              18

            


    

     

    
      	
               
      

            	
              8.14  

            	
              Exhibits and
      Schedules 

            	
              18

            


    

     

    
      	
               
      

            	
              8.15  

            	
              Specific
      Performance      

            	
              19

            


    

     

    
      	
               
      

            	
              8.16  

            	
              No Successor
      Liability   

            	
              19

            


    

     

    
      	
               
      

            	
              8.17  

            	
              Headings                         
      

            	
              19

            


    

     

    
      	
               
      

            	
              8.18  

            	
              Counterparts                   
      

            	
              19

            


    

     

    


    


    



    
      
          i
& ii

      

      
         


        
          

        

      

      
         


      

    


    


    EXHIBITS

    


    Exhibit
A                                           Form
of Bill of Sale and General Assignment

    


    Exhibit
B                                           Form
of Patent Assignment

    


    Exhibit
C                                           Form
of Trademark Assignment

    


    Schedule
2.1(a)                                Intellectual
Property relating to Squalamine and all related analog compounds and
Trudosquemine and all related analog compounds

    


    Schedule
2.1(b)                                Seller’s
tangible assets relating to Squalamine and all related analog compounds and
Trudosquemine and all related analog compounds

    


    Schedule
4.6                                     Description
of Squalamine Royalties

    



    
      
         


      

      
         
iii

        
          

        

      

      
         


      

    


    ASSET
PURCHASE AGREEMENT

     

    This
ASSET PURCHASE AGREEMENT is dated August 21, 2009 (this “Agreement”)
between  OHR PHARMACEUTICAL, INC., a Delaware corporation (formerly
known as BBM Holdings, Inc.) located at 1245 Brickyard Road, #590, Salt Lake
City, Utah 84106 (the “Purchaser”), and GENAERA LIQUIDATING TRUST, a Delaware
trust located at Argyce LLC, Trustee for the Genaera Liquidating Trust, 610
Second Street Pike, Southampton, PA 18966 (the “Seller”)

    


     

    PREAMBLE

     

    WHEREAS,
the Seller is a liquidating trust formed pursuant to the Delaware General
Corporation Law (the “DGCL”) to dispose of all of the assets of Genaera
Corporation, a Delaware corporation dissolved pursuant to Section 274 of the
DGCL ( the  “Predecessor”), a biopharmaceutical company formed to
develop medicines to address substantial unmet medical needs in major
pharmaceutical markets (the “Business”) and to
wind up its affairs, pay or adequately provide for the payment of all of its
liabilities and distribute to or for the benefit of its stockholders all of the
Predecessor’s assets, including interests in any liquidating trust established
in connection with the complete liquidation of the Predecessor;

     

    WHEREAS,
the parties executed a Term Sheet dated July 8, 2009, pursuant to which
Purchaser has been provided access to information available from Seller and
third parties holding Assets on behalf of Seller as well as personnel formerly
employed by Predecessor and the parties now desire to close the transaction
contemplated in the Term Sheet on the terms and conditions set forth
herein;

     

    WHEREAS,
Section 7.2(c) of the Liquidating Trust Agreement provides: “As far as
reasonably practicable, the Trustee shall cause any written instrument creating
an obligation of the Trust Assets to include a reference to [the Liquidating
Trust] Agreement and to provide that neither the Beneficiaries, the Trustee nor
its agents shall be liable thereunder, and that the other parties to such
instrument shall look solely to the Trust Assets for the payment of any claim
[under such instrument] or the performance thereof; provided that the omission
of such provision from any such instrument shall not render the Beneficiaries,
the Trustee or its agents liable, nor shall the Trustee be liable to anyone for
such omission.”;

    


    WHEREAS,
the Purchaser paid $50,000 (the “Downpayment”) to
Seller on July 8, 2009; and

    WHEREAS,
the Purchaser desires to purchase from the Seller and the Seller desires to sell
to the Purchaser certain of the assets, and underlying intellectual property in
connection with the Business, which assets are further described
herein.

     

    NOW,
THEREFORE, in consideration of the representations, warranties and covenants
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     


    
      
        
          --

        

         


      

      
        1

        
          

        

      

      
         


      

    


    


     

     

    ARTICLE
I

     

     

    CERTAIN
DEFINITIONS; CONSTRUCTION

     

     

    1.1   Certain
Definitions.

     

     

    (a) The
following terms, when used in this Agreement, shall have the respective meanings
ascribed to them below:

     

    “Action” means any
litigation, claim, action, suit, inquiry, hearing, investigation or other
proceeding.

     

    “Affiliate” means,
with respect to any Person, any other Person that, directly or indirectly,
through one or more intermediaries, Controls, is Controlled by or is under
common Control with, such Person.  For purposes of this definition,
“Control”
(including, with correlative meanings, the terms “Controlled by” and “under
common Control with”) means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ownership of stock, as trustee or executor, by Contract or
credit arrangement or otherwise.  Without limitation on the foregoing,
Genaera Corporation shall be deemed an Affiliate of the Seller.

     

    “Agreement” has the
meaning set forth in the preamble hereto.

     

    “Ancillary Agreements”
means, collectively, the Bill of Sale and General Assignment, the Trademark
Assignment and the Patent Assignment.

     

    “Assets” has the
meaning set forth in Section 2.1.

     

    “Bills of Sale” has
the meaning set forth in Section 3.2(c).

     

    “Business” has the
meaning set forth in the preamble hereto.

     

    “Business Day” means
any day other than Saturday, Sunday or any day on which banks in New York,
New York are required or authorized to be closed.

     

    “China License Rights”
- shall mean (i) such of the Assets as include the right to manufacture,
compound, deliver, license, use, sell or otherwise deal in Squalamine and
related analog compounds and Trodusquemine and related analog compounds,
and precursors of any of the foregoing, solely within China (and not for export
from China or import into China) and (ii) the right of Seller to approve or
disapprove of any transaction involving or affecting any of such
Assets.

     

    “Claim Notice” means
written notification pursuant to Section 7.2(a) of a Third-Party Claim as to
which indemnity pursuant to Section 7.1 is sought by an Indemnified
Party.

     

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    “Closing” has the
meaning set forth in Section 3.1.

     

    “Closing Date” has the
meaning set forth in Section 3.1.

     

    “Code” means the
Internal Revenue Code of 1986, as amended, and the rules and regulations
promulgated thereunder.

     

    “DGCL” has the meaning
set forth in the preamble hereto.

     

     “Excluded Assets” has
the meaning set forth in Section 2.2.

     

    “GAAP” means United
States generally accepted accounting principles as in effect from time to time,
consistently applied throughout the specified period and all prior comparable
periods.

     

    “Governmental Entity”
means any government or political subdivision thereof, whether foreign or
domestic, federal, state, provincial, county, local, municipal or regional, or
any other governmental entity, any agency, authority, department, division or
instrumentality of any such government, political subdivision or other
governmental entity, any court, arbitral tribunal or arbitrator, and any
nongovernmental regulating body to the extent that the rules, regulations or
orders of such body have the force of Law.

     

    “Indemnified Party”
means any Person claiming indemnification under any provision of Article
VII.

     

    “Indemnifying Party”
means any Person against whom a claim for indemnification is being asserted
under any provision of Article VII.

     

    “Intellectual
Property” means such of the Assets as includes:  all
(i) discoveries and inventions (whether patentable or unpatentable and
whether or not reduced to practice), patents, patent applications (either filed
or in preparation for filing) and statutory invention registrations, including
reissues, divisions, continuations, continuations in part, extensions and
reexaminations thereof, all rights therein provided by international treaties or
conventions, and all improvements thereto, (ii) trademarks, service marks,
trade dress, logos, trade names, corporate names, and other source identifiers
(whether or not registered) including all common law rights, and registrations
and applications for registration (either filed or in preparation for filing)
thereof, all rights therein provided by international treaties or conventions,
and all reissues, extensions and renewals of any of the foregoing,
(iii) copyrightable works, copyrights (whether or not registered) and
registrations and applications for registration thereof (either filed or in
preparation for filing), all rights therein provided by international treaties
or conventions, and all extensions and renewals of any of the foregoing,
(iv) confidential and proprietary information, trade secrets, know-how
(whether patentable or unpatentable and whether or not reduced to practice),
processes and techniques, and research and development information, ideas,
technical data, designs, drawings and specifications and associated goodwill,
remedies against infringements thereof and rights of protection of an interest
therein under the Laws of all applicable jurisdictions, and (viii) copies and
tangible embodiments of any item described in the foregoing.

     

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    “Knowledge”, “Known” and words of
similar import mean the actual knowledge of the Trustee.

     

    “Laws” means all laws,
statutes, rules, regulations, ordinances and other pronouncements having the
effect of law of the United States, any domestic or foreign state, county, city
or other political subdivision or of any Governmental Entity.

     

    “Liability” means all
indebtedness, obligations and other liabilities of a Person, whether absolute,
accrued, contingent, fixed or otherwise, and whether due or to become
due.

     

    “Lien” means any
mortgage, pledge, assessment, security interest, lease, lien, adverse claim,
levy, charge or other encumbrance of any kind, whether voluntary or involuntary
(including any conditional sale Contract, title retention Contract or Contract
committing to grant any of the foregoing).  For the avoidance of
doubt, the China License Rights shall not be considered a “Lien” under this
Agreement.

     

    “Liquidating Trust
Agreement” means the Agreement and Declaration of Trust dated as of June
12, 2009, by and among the Predecessor and Argyce LLC, a Delaware limited
liability company, as Trustee.

    


    “Loss” means any and
all damages, fines, fees, penalties, deficiencies, losses and expenses
(including all interest, court costs, fees and expenses of attorneys,
accountants and other experts or other expenses of litigation or other
proceedings or of any claim, default or assessment or pursuit of rights to
indemnification).

     

    “Material Adverse
Effect” means any material adverse effect on the condition (financial or
otherwise), operations, business, prospects, assets or results of operations of
the Business.

     

     “Order” means any
writ, judgment, decree, injunction or similar order of any Governmental Entity
(in each case whether preliminary or final).

     

    “Patent Assignment”
has the meaning set forth in Section 3.2(d).

     

     “Person” means any
individual, general or limited partnership, limited liability company,
corporation, association, joint stock company, trust, estate, joint venture,
unincorporated organization, Governmental Entity or any other entity of any
kind.

     

    “Predecessor” has the
meaning set forth in the preamble hereto.

     

    “Purchase Price” has
the meaning set forth in Section 2.4.

     

    “Purchaser” has the
meaning set forth in the preamble hereto.

     

    “Recipients” has the
meaning set forth in Section 6.4.

     

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    “Representatives”
means, with respect to any Person, the directors, officers, partners, employees,
counsel, accountants and other authorized representatives of such
Person.

     

    “Resolution Period”
means the period ending thirty days following receipt by an Indemnified Party of
a Dispute Notice.

     

    “Retained Liabilities”
has the meaning set forth in Section 2.3.

     

    “Seller” has the
meaning set forth in the preamble hereto.

     

    “Seller” has the
meaning set forth in the preamble hereto.

     

    “Tax Returns” means
all returns and reports (including elections, claims, declarations, disclosures,
schedules, estimates, computations and information returns) required to be
supplied to a Taxing Authority in any jurisdiction relating to
Taxes.

     

    “Taxes” means all
United States federal, state, local and foreign income, profits, franchise,
gross receipts, environmental, customs duty, capital stock, severance, stamp,
payroll, sales, employment, unemployment, disability, use, property,
withholding, excise, production, value added, occupancy and other taxes, duties
or assessments of any nature whatsoever together with all interest, penalties,
fines and additions to tax imposed with respect to such amounts and any interest
in respect of such penalties and additions to tax.

     

    “Taxing Authority”
means any governmental agency, board, bureau, body, department or authority of
any United States federal, state or local jurisdiction or any foreign
jurisdiction, having or purporting to exercise jurisdiction with respect to any
Tax.

     

    “Third-Party Claim”
has the meaning set forth in Section 7.2(a).

     

    “Trademark Assignment”
has the meaning set forth in Section 3.2(e).

     

     “Transfer Taxes” means
sales, use, value added, excise, registration, documentary, stamp, transfer,
real property transfer, recording, gains, stock transfer and other similar Taxes
and fees.

     

    “Trust” has the
meaning set forth in the preamble hereto.

     

    “Trustee” means Argyce
LLC, a Delaware limited liability company, as trustee of the Trust under the
Liquidating Trust Agreement, and any successor trustee thereunder.

    


     

    (b) Construction.  For
purposes of this Agreement, except as otherwise expressly provided herein or
unless the context otherwise requires:  (i) words using the
singular or plural number also include the plural or singular number,
respectively, and the use of any gender herein shall be deemed to include the
other genders; (ii) references herein to “Articles,” “Sections,”
“subsections” and other subdivisions, and to Exhibits, Schedules, Annexes and
other attachments, without reference to a document are to the specified
Articles, Sections, subsections and other subdivisions of, and Exhibits,
Schedules, Annexes and other attachments to, this Agreement; (iii) a
reference to a subsection without further reference to a Section is a
reference to such subsection as contained in the same Section in which the
reference appears, and this rule shall also apply to other subdivisions within a
Section or subsection; (iv) the words “herein,” “hereof,” “hereunder,”
“hereby” and other words of similar import refer to this Agreement as a whole
and not to any particular provision; (v) the words “include,” “includes”
and “including” are deemed to be followed by the phrase “without limitation”;
and (vi) all accounting terms used and not expressly defined herein have the
respective meanings given to them under GAAP.

     

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    (c) Preamble. The
Preamble set forth above is part of this Agreement.

     

     

    ARTICLE
II

     

     

    PURCHASE
AND SALE OF ASSETS

     

     

    2.1   Purchase and Sale of
Assets.  Upon the terms and conditions set forth in this
Agreement, and in consideration of the payment by the Purchaser of the Purchase
Price, the Seller shall sell, convey, transfer, assign, grant and deliver to the
Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller,
at the Closing, all right, title and interest in and to the following assets and
properties of every kind, nature, character and description (whether tangible or
intangible, whether absolute, accrued, contingent, fixed or otherwise and
wherever situated), including the goodwill related thereto (collectively, the
“Assets”), free
and clear of all Liens:

     

     

    (a) the
Seller’s Intellectual Property relating to Squalamine and all related analog
compounds and Trudosquemine and all related analog compounds including those set
forth on Schedule
2.1(a)

     

     

    (b) the
Seller’s tangible assets relating to Squalamine and all related analog compounds
and Trudosquemine and all related analog compounds, including those set forth on
Schedule 2.1(b);

     

     

    (c)    the Seller’s
records of the development of Squalamine and related analog compounds and
Trodusquemine and related analog compounds including lab notebooks, FDA filings
and correspondence, research reports, research and clinical data, manufacturing
and production records, and patent correspondence.

     

     

    2.2   Excluded
Assets.  Notwithstanding anything in this Agreement to the
contrary, all tangible and intangible property not described in Section 2.1
(the “Excluded
Assets”) shall be excluded from, and shall not constitute,
Assets.  Without limiting the generality of the immediately preceding
sentence, the Excluded Assets include the following: 

     

     

    (a) all
intellectual property and tangible assets of the Seller relating to the IL-9
development program with Medimmune;

     

     

    (b) all
intellectual property and tangible assets of the Seller relating to the
pexiganan development program;

     

     

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    (c) all
intellectual property and tangible assets of the Seller relating to the
talniflumate (“Lomucin”) development program;

     

     

    (d)  the
inventory of Squalamine previously sold to Georgetown University  as
per the Bill of Sale  signed by the Predecssoron June 5,
2009;

     

     

    (e) cash,
commercial paper, certificates of deposit, bank deposits, treasury bills and
other cash equivalents;

     

     

    (f) all
insurance policies relating to the operation of the Business;

     

     

    (g) all of
the Seller’s right, title and interest in and to Tax credits and prepaid
Taxes;

     

     

    (h) all
assets owned or held by any employee benefit plan;

     

     

    (i) all
receivables;

     

     

    (j) all real
property owned or leased by the Seller;

     

     

    (k) the
organizational books and records of the Seller;

     

     

    (l) all of
the Seller’s right, title and interest in and to this Agreement;

     

     

    (m) the China
License Rights; and

     

     

    (n) all
claims or causes of action, except those directly related to the
Assets.

     

     

    2.3   Retained
Liabilities.  The Purchaser assumes no Liabilities relating to
the Business, the Assets or the Seller.  All such Liabilities
(collectively, the “Retained
Liabilities”), are, and shall at all times remain, the Liabilities of the
Seller. 

     

     

    2.4   Purchase
Price.  The Purchaser shall pay to the Seller the aggregate
amount of $200,000 (the “Purchase Price”), of
which $50,000 was previously paid as the Downpayment and the balance of $150,000
shall be paid at the Closing by wire transfer of immediately available funds.
The Seller and the Purchaser shall each report federal, state, local and other
Tax consequences of the purchase and sale contemplated hereby (including the
filing of Internal Revenue Service Form 8594).

     

     

    2.5   Third Party
Consents.  To the extent that any of the Assets is not
assignable without the consent, waiver or approval of another Person and such
consent, waiver or approval has not been obtained before or at the Closing, this
Agreement shall not constitute an assignment or an attempted assignment of such
Asset by the Seller or an assumption or an attempted assumption of such Asset by
the Purchaser.  The Seller shall use its commercially reasonable
efforts to obtain such consents, waivers and approvals as soon as practicable
following the date hereof and the Purchaser shall cooperate with and assist the
Seller to this end; provided, however, that the
Seller shall take no action to seek such consent, waiver or approval without
prior consultation with or approval by the Purchaser and no party shall be
required to pay any sums in connection therewith.  If any such
consent, waiver or approval shall not be obtained before or at the Closing, then
until such consent, waiver or approval is obtained, the Seller shall cooperate
with the Purchaser in any reasonable arrangement designed to provide the
Purchaser with the benefits intended to be assigned to the Purchaser with
respect to the underlying Asset.

     

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    2.6   Certain Rights of
Seller.  Seller retains all right, title and interest in and to
the China License Rights provided however that Seller shall not license or
otherwise transfer China License Rights unless it has first conferred with
Purchaser as to the terms and conditions of said license and transfer and
obtained Purchaser’s prior written consent. In the event that Seller or
Purchaser, or any of their affiliates, receive or become aware of a bona fide
offer to purchase or license those Assets subject to the China License Rights,
Seller shall consider in good faith terms by which such purchase or license can
be consummated. Seller now expects to approve, subject to Purchaser’s right to
review and consent or reject, a transaction that provides for payments to Seller
in respect of the Assets subject to the China License Rights consisting of (i) a
lump sum amount  on the date of the purchase or license transaction of
which 40% will be paid to Purchaser; plus (ii) additional lump sum amounts, of
which 50% will be payable to Purchaser; plus (iii) royalty payments, not less
than 50% of which shall be payable to Purchaser.  The China License
Rights shall be transferred to and revert to Purchaser at such time, if any, as
Seller as a trust entity ceases to exist and no successor entity exists to
receive payments in respect of the China License Rights.

     

     

    ARTICLE
III                                


     

     

    THE
CLOSING

     

     

    3.1   Closing.  The
closing of the transactions contemplated hereby (the “Closing”) shall take
place at the offices of Hahn & Hessen LLP, 488 Madison Avenue, New York, New
York commencing at 10:00 a.m. E.S.T., on the date hereof (the
“Closing
Date”).

     

     

    3.2   Delivery of Items by the
Seller.  The Seller and the Predecessor shall deliver to the
Purchaser at the Closing the items listed below:

     

     

    (a) a
certificate, duly executed by the Trustee, certifying the Liquidating Trust
Agreement;

     

     

    (b) [intentionally
omitted];

     

     

    (c) a Bill of
Sale (the “Bills of
Sale”), duly executed by the Seller, in the forms attached hereto as
Exhibit A;

     

     

    (d) a Patent
Assignment (the “Patent Assignment”),
duly executed by the Seller, in the form attached hereto as Exhibit B;
and

     

     

    (e) a
Trademark Assignment (the “Trademark
Assignment”), duly executed by the Seller, in the form attached hereto as
Exhibit C.

     

     

    3.3   Delivery of Items by the
Purchaser.  The Purchaser shall deliver to the Seller at the
Closing the items listed below:

     

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    (a) the
Patent Assignment, duly executed by the Purchaser;

     

     

    (b) the
Trademark Assignment, duly executed by the Purchaser; and

     

     

    (c) a wire
transfer of immediately available funds to an account designated by the Seller
on the Closing Date, constituting the payment of the Purchase Price pursuant to
Section 2.4.

     

     

    3.4   As Is, Where
Is.  The sale and delivery of the Assets by Seller hereunder is
made on an “as is, where is” basis.

     

     

    ARTICLE
IV

     

     

    REPRESENTATIONS
AND WARRANTIES OF THE SELLER

     

    The
Seller represents and warrants to the Purchaser that the statements contained in
this Article IV are true and correct as of the date hereof and will be true
and correct as of the Closing Date.

     

     

    4.1   Organization, Qualification
and Power.  On June 4, 2009, the Predecessor’s stockholders
approved a plan of complete liquidation and dissolution of the Predecessor (the
“Plan”) including creation of the Trust pursuant to Section 275 of the
DGCL.  Pursuant to the Plan, the Predecessor filed Articles of
Dissolution, effective as of June 12, 2009, with the Delaware Secretary of
State. The Plan provides, among other things, that the Board will cause the
Predecessor to dispose of all of the assets of the Predecessor wind up its
affairs, pay or adequately provide for the payment of all of its liabilities and
distribute to or for the benefit of its stockholders all of the Predecessor’s
assets, including interests in any liquidating trust established in connection
with the complete liquidation of the Predecessor. The Trust is a “successor
entity,” as defined in Section 280(e) of the DGCL, of
the  Predecessor.

     

     

    4.2   Trust
Documents.  The Seller has heretofore furnished to the
Purchaser complete and correct copies of the Liquidating Trust Agreement, which
constitute its governing instrument.  Such governing instrument is in
full force and effect.  The Seller is not in violation of any of the
provisions of its governing instrument.

     

     

    4.3   Authorization.  The
Seller has full power and authority to execute and deliver this Agreement and
the Ancillary Agreements and to perform the Seller’s obligations hereunder and
thereunder and to consummate the transactions contemplated hereby and
thereby.  The execution, delivery and performance by the Seller of
this Agreement and the Ancillary Agreements to which it is a party and the
consummation of the transactions contemplated hereby and thereby have been duly
authorized by the Seller, and no other action is required on the part of the
Seller in connection with the execution, delivery or performance of this
Agreement and the Ancillary Agreements.  This Agreement and the
Ancillary Agreements to have been duly executed and delivered by the Seller and,
assuming the due authorization, execution and delivery hereof and thereof by the
Purchaser and the enforceability against the Purchaser, constitute the valid and
legally binding obligations of the Seller enforceable in accordance with their
respective terms.

     

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    4.4   Noncontravention;
Governmental Approvals.

     

     

    (a) Neither
the execution, delivery or performance of this Agreement or the Ancillary
Agreements nor the consummation of the transactions contemplated hereby or
thereby will, with or without the giving of notice or the lapse of time or both,
(i) violate any provision of the governing instruments of the Seller,
(ii) violate any Law or Order or other restriction of any Governmental
Entity to which the Seller or the Assets may be subject or (iii) conflict
with, result in a breach of, constitute a default under, result in the
acceleration of any right or obligation under, create in any party the right to
accelerate, terminate, modify, cancel or require any notice under or result in
the creation of a Lien on any of the Assets under, any contract or permit to
which the Seller is a party or by which such Person is bound or to which such
Person or any of such Person’s properties or assets is subject.

     

     

    (b) The
execution and delivery by the Seller of this Agreement and the Ancillary
Agreements to which the Seller is a party do not, and the performance by the
Seller of this Agreement and the Ancillary Agreements to which the Seller is a
party and the consummation by the Seller of the transactions contemplated hereby
and thereby will not, require any consent, approval, authorization or permit of,
or filing with or notification to, any Governmental Entity.

     

     

    4.5   Brokers’
Fees.  No agent, broker, finder, investment banker, financial
advisor or other Person will be entitled to any fee, commission or other
compensation in connection with any of the transactions contemplated by this
Agreement on the basis of any act or statement made or alleged to have been made
by the Seller, any of its Affiliates, or any investment banker, financial
advisor, attorney, accountant or other Person retained by or acting for or on
behalf of the Seller or any such Affiliate.

     

     

    4.6   Litigation.  There
is no pending or, to the Knowledge of the Seller, threatened Action against or
affecting the Business or any of the Assets before any Governmental
Entity.  None of the Seller nor any of the Assets is subject to any
Order restraining, enjoining or otherwise prohibiting or making illegal any
action by the Seller, this Agreement or any of the transactions contemplated
hereby.

     

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    4.7   Intellectual
Property.  The Seller is the sole and exclusive owner of, and
has good and marketable title, free and clear of all Liens, to, all right, title
and interest in and to the Intellectual Property owned by the Seller, and has a
valid right to use all of the Intellectual Property owned by third parties and
used or held for use by the Seller in connection with the
Business.  Such Intellectual Property is not subject to any
outstanding Orders.  Immediately following the Closing, all
Intellectual Property constituting part of the Assets will be owned or available
for use by the Purchaser on terms and conditions substantially identical to the
terms and conditions pertaining to the Seller immediately prior to the
Closing.  The Seller has taken reasonable measures to maintain in
confidence the trade secrets and confidential information that it owns or uses
or holds for use in connection with the Business.  The Seller and
Predecessor  make no representation or warranty concerning the
merchantibility, adequacy for purposes of conducting the Business, completeness
or fitness of the Intellectual Property.

     

     

    4.8   Tangible Personal Property;
the Assets.  Except as set forth on Schedule 4.7, the
Seller has good and marketable title to all of the Assets, free and clear of all
Liens.

     

     

    ARTICLE
V

     

     

    REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER

     

    The
Purchaser represents and warrants to the Seller that the statements contained in
this Article V are true and correct as of the date hereof and will be true
and correct as of the Closing Date.

     

     

    5.1   Organization.  The
Purchaser is a corporation duly organized, validly existing, and in good
standing under the Laws of its jurisdiction of incorporation.  The
Purchaser is duly authorized to conduct business and is in good standing under
the laws of each jurisdiction where such qualification is required, except where
the failure to be so qualified, individually or in the aggregate, could not
reasonably be expected to have a material adverse effect on the
Purchaser.  The Purchaser has full corporate power and authority to
carry on the businesses in which it is engaged and to own and use the properties
owned and used by it.  The Purchaser has heretofore delivered to
Seller complete and correct copies of its Certificate of Incorporation and
bylaws and resolutions authorizing the execution and deliver of and performance
under this Agreement, including all amendments thereto, which constitute all of
its governing instruments.  Such governing instruments are in full
force and effect.  The Purchaser is not in violation of any of the
provisions of its governing instruments.

     

     

    5.2   Authorization.  The
Purchaser has full corporate power and authority to execute and deliver this
Agreement and the Ancillary Agreements to which it is a party and to perform its
obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby.  The execution, delivery and
performance by the Purchaser of this Agreement and the Ancillary Agreements to
which it is a party and the consummation of the transactions contemplated hereby
and thereby have been duly authorized by all requisite corporate
action.  This Agreement and the Ancillary Agreements to which the
Purchaser is a party have been duly executed and delivered by the Purchaser and,
assuming the due authorization, execution and delivery hereof and thereof by the
Seller, constitute the valid and legally binding obligations of the Purchaser
enforceable in accordance with their respective terms.

     

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    5.3   Noncontravention;
Governmental Approvals.

     

     

    (a) Neither
the execution, delivery or performance of this Agreement or the Ancillary
Agreements nor the consummation of the transactions contemplated hereby or
thereby will, with or without the giving of notice or the lapse of time or both,
(i) violate any provision of the certificate of incorporation or bylaws of
the Purchaser or (ii) violate any Law or Order or other restriction of any
Governmental Entity to which the Purchaser may be subject.

     

     

    (b) The
execution and delivery by the Purchaser of this Agreement and the Ancillary
Agreements to which it is a party do not, and the performance by the Purchaser
of this Agreement and the Ancillary Agreements to which it is a party and the
consummation by the Purchaser of the transactions contemplated hereby and
thereby will not, require any consent, approval, authorization or permit of, or
filing with or notification to, any Governmental Entity.

     

     

    5.4   Brokers’
Fees.  No agent, broker, finder, investment banker, financial
advisor or other Person will be entitled to any fee, commission or other
compensation in connection with any of the transactions contemplated by this
Agreement on the basis of any act or statement made by the Purchaser, any of its
Affiliates, or any investment banker, financial advisor, attorney, accountant or
other Person retained by or acting for or on behalf of the Purchaser or any such
Affiliate.

     

     

    ARTICLE
VI

     

     

    COVENANTS

     

     

    6.1   Notices and
Consents.  The Seller will (a) give any notices to any
Person in connection with the transactions contemplated hereby that the
Purchaser reasonably may request, and (b) use its commercially reasonable
efforts to obtain all consents to the performance by the Seller of its
obligations under this Agreement or to the consummation of the transactions
contemplated hereby as are required under any contract to which either Seller is
a party to the extent such contract relates to the Business or the
Assets.  Each such consent shall:  (i) be in form and
substance reasonably satisfactory to the Purchaser; (ii) not be subject to
the satisfaction of any condition that has not been satisfied or waived; and
(iii) be in full force and effect.

     

     

    6.2   Full
Access.  The Seller will
permit the Purchaser, any of its Affiliates and any of their respective
Representatives to  have full access at all times, in a manner so as
not to interfere unreasonably with the normal business operations of the Seller,
to all premises, properties, personnel, books, records, contracts and documents
of or pertaining to the Seller. Notwithstanding the foregoing, the delivery of
the tangible items included in the Assets and the access to the “premises,
properties, personnel, books, records, contracts and documents of or pertaining
to the Seller” is necessarily limited by the fact that Seller is a liquidating
trust with no physical office, employees or business operations and the delivery
of the tangible assets included in the Assets will be made available, as
applicable, at the offices of the Trust at 610 Second Street Pike, Southampton,
PA 18966 or 5110 Campus Drive, Plymouth Meeting, PA 19462 or at the third party
facilities identified to Purchaser prior to the Closing.  Seller will
provide written instructions to all third parties holding Assets stating that
the Assets in said third party’s possession are to be released to Purchaser in
accordance with Purchaser’s instructions and delivered to Purchaser at
Purchaser’s expense.  Purchaser will take delivery of all Assets
promptly and hold Seller harmless from any expense incurred for storage,
handling or shipping incurred after the Closing.  Storage costs prior
to Closing shall remain Seller’s liability.

     

     

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    6.3   Tax
Matters.

     

     

    (a) Cooperation.  The
Seller shall, and shall cause its Affiliates to, provide the Purchaser with such
cooperation, assistance and information as it may reasonably request in respect
of Taxes relating to the Assets, the preparation of any Tax Return, including
Tax Returns relating to Transfer Taxes, amended Tax Returns or claim for refund
in respect of the Assets, or the participation in or conduct of any audit or
other examination by any Taxing Authority or judicial or administrative
proceeding relating to liability for Taxes relating to the
Assets.  Such cooperation and information shall include
(i) providing copies of all relevant portions of relevant Tax Returns,
together with relevant accompanying schedules and relevant work papers, relevant
documents relating to rulings or other determinations by Taxing Authorities and
relevant records concerning the ownership and Tax basis of property, which the
Seller may possess or control, and (ii) making employees or agents
available on a mutually convenient basis to provide explanations of any
documents or information provided.  For a period that is equal to the
longer of (x) six years and (y) the expiration of all relevant
statutes of limitation, but in no event longer than required under the
Liquidating Trust Agreement, the Seller shall retain all relevant tax documents,
including prior years’ Tax Returns, supporting work schedules and other records
or information that may be relevant to such Tax Returns and shall not destroy or
otherwise dispose of any such records without the prior written consent of the
Purchaser.

     

     

    (b) Transfer
Taxes.  All applicable Transfer Taxes imposed in connection
with this Agreement and the transactions contemplated hereby shall be borne
equally by the Seller, on the one hand, and the Purchaser, on the other
hand.  The Seller and the Purchaser shall file all necessary
documentation and Tax Returns with respect to such Transfer Taxes.

     

     

    (c) Applicable Asset
Acquisition.  The Seller acknowledges and agrees that the
purchase of the Assets hereunder is an “applicable asset acquisition” within the
meaning of section 1060(c) of the Code.

     

     

    6.4   Confidentiality.  Following
the Closing Date, the parties shall, and shall cause their respective Affiliates
and their respective officers, partners, employees and advisors (collectively,
the “Recipients”) to, keep
confidential any information relating to the Assets or the Business, except for
any such information that (a) is available to the public on the Closing
Date, (b) thereafter becomes available to the public other than as a result
of an unauthorized disclosure by the other party  or any of its
Recipients (c) is or becomes available to the non-disclosing party or any
of its Recipients on a non-confidential basis from a source that to such
Person’s knowledge, is not prohibited from disclosing such information to such
Person by a legal, contractual or fiduciary obligation to any other Person or
Seller is required to disclose under the terms of the Liquidating Trust
Agreement.  Should a party or any of its Recipient be required to
disclose any such information in response to an Order or as otherwise required
by Law or administrative process, such Person shall inform the other party in
writing of such request or obligation as soon as possible after the such Person
is informed of it and, if possible, before any information is disclosed, so that
a protective order or other appropriate remedy may be obtained by the
Purchaser.  If such Person is obligated to make such disclosure, it
shall only make such disclosure to the extent to which it is so obligated, but
not further or otherwise.

     

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    6.5   Further
Assurances.  At any time and from time to time after the
Closing, at the Purchaser’s request and without further consideration, the
Seller shall execute and deliver to the Purchaser such other instruments of
sale, transfer, conveyance, assignment and confirmation, provide such materials
and information and take such other actions as the Purchaser may reasonably deem
necessary or desirable in order more effectively to transfer, convey and assign
to the Purchaser, and to confirm the Purchaser’ title to, all of the Assets,
and, to the full extent permitted by Law, to put the Purchaser in actual
possession and operating control of the Assets and to assist the Purchaser in
exercising all rights with respect thereto, and otherwise to cause the Seller to
fulfill their obligations under this Agreement and the Ancillary
Agreements.

     

     

    


     

     

    ARTICLE
VII

     

     

    INDEMNIFICATION

     

     

    7.1   Indemnification
Obligations.

     

     

    (a) Indemnification by the
Seller.  Subject to Sections 7.3 and 8.1, following the
Closing the Seller shall indemnify, defend and hold harmless the Purchaser and
its officers, directors, shareholders, employees, agents and Affiliates against
any and all Losses suffered, incurred or sustained by any of them or to which
any of them becomes subject, resulting from, arising out of or relating to
(i) any misrepresentation or breach of representation or warranty on the
part of the Seller contained in this Agreement, (ii) any non-fulfillment of
or failure to perform any covenant or agreement on the part of the Seller
contained in this Agreement, and (iii) the Retained Liabilities.

     

     

    (b) Indemnification by the
Purchaser.  Subject to Sections 7.3 and 8.1, following the
Closing the Purchaser shall indemnify, defend and hold harmless the Seller and
its officers, employees, agents and Affiliates against any and all Losses
suffered, incurred or sustained by any of them or to which any of them becomes
subject, resulting from, arising out of or relating to (i) any
misrepresentation or breach of representation or warranty on the part of the
Purchaser contained in this Agreement, (ii) any non-fulfillment of or
failure to perform any covenant or agreement on the part of the Purchaser
contained in this Agreement, and (iii) Purchaser’s ownership, use and
exploitation of the Assets after the Closing including but not limited to
conduct of human and animal trials of drug candidates.

     

     

    7.2   Method of Asserting
Claims.  Claims for indemnification by an Indemnified Party
under Section 7.1 will be asserted and resolved as follows:

     

     

    (a) Third-Party
Claims.  In the event that any claim or demand in respect of
which an Indemnified Party might seek indemnification under Section 7.1 is
asserted against or sought to be collected from such Indemnified Party by a
Person other than the Seller or the Purchaser or any of their respective
Affiliates (a “Third-Party Claim”),
the Indemnified Party shall deliver a Claim Notice with reasonable promptness to
the Indemnifying Party. Thereafter, the parties will undertake in good faith to
establish procedures to resolve the underlying claim.

     

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    (b) Non-Third Party
Claims.  In the event any Indemnified Party should have a claim
under Section 7.1 against any Indemnifying Party that does not involve a
Third-Party Claim, the Indemnified Party shall deliver an Indemnity Notice with
reasonable promptness to the Indemnifying Party.  Thereafter, the
parties will undertake in good faith to establish procedures to resolve the
underlying claim.

     

     

    7.3   Further Items Relating to
Indemnification.  Notwithstanding the foregoing, the right of
any Indemnified Party to indemnification under this Article VII shall be subject
to the following terms:

     

    


     

    (a) NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, THE OBLIGATION OF THE TRUST AND THE TRUSTEE AS
TO INDEMNIFICATION AND OTHER CLAIMS IS SUBJECT TO THE LIMITATION IN THIS SECTION
7.3(a). Neither the beneficiaries, the Trustee nor its agents shall be liable
under this Agreement, and all parties to this Agreement shall look solely to the
Trust assets for the payment of any claim under this Agreement or the
performance thereof.

     

     

    (b)  For
purposes of determining the amount of a Loss under this Article VII only, all
qualifications as to materiality or Material Adverse Effect contained in any
representation or warranty shall be disregarded.

     

     

    (c) Any
indemnity payment made under this Agreement following the Closing shall be
treated by the parties hereto as a purchase price adjustment, and the parties
agree to report such payments consistent therewith.

     

     

    (d) Nothing
in this Article VII shall require the Trust to remain in existence after the
Closing Date.

     

     

    ARTICLE
VIII

     

     

    MISCELLANEOUS

     

     

    8.1   Survival.  Other
than the Purchaser’s obligations under Subsection 7.1 (b.)(iii) survival of
which shall not be limited, the representations and warranties of the parties
contained in this Agreement and the Ancillary Agreements and any certificate or
other document provided hereunder or thereunder shall survive in full force and
effect until the date which is ninety (90) days following the Closing Date;
provided, however, that any
representation or warranty that would otherwise terminate in accordance with
this sentence will continue to survive if a Claim Notice or Indemnity Notice (as
applicable) shall have been timely given under Article VII on or prior to
such termination date, until the related claim for indemnification has been
satisfied or otherwise resolved as provided in Article VII, but only with
respect to matters described in such Claim Notice or Indemnity Notice. Nothing
in this Section 8.1 shall require the Trust to remain in existence after the
Closing Date.

     

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    8.2   Press Releases and Public
Announcement.  Neither the Purchaser nor the Seller shall issue
any press release or make any announcement relating to this Agreement or the
Ancillary Agreements or the transactions contemplated hereby or thereby without
the prior review and written approval of the Seller, in the case of the
Purchaser, or the Purchaser, in the case of the Seller; provided, however, that if such
release or announcement is required by Law, by the Liquidating Trust Agreement
or stock exchange or self-regulatory organization regulation or rule in order to
discharge the disclosure obligations of the Purchaser or Seller (including
without limitation the Purchaser’s obligation to describe and file this
Agreement with the Securities and Exchange Commission) and it is unable after
good faith efforts to obtain timely the approval of the Seller or the Purchaser,
as the case may be, then it may make or issue the obligatory filing, release or
announcement and promptly furnish the Seller or the Purchaser, as the case may
be, with a copy thereof.

     

     

    8.3   No Third-Party
Beneficiaries.  The terms and provisions of this Agreement are
intended solely for the benefit of the parties hereto and their respective
successors and permitted assigns, and it is not the intention of the parties to
confer third-party beneficiary rights, and this Agreement does not confer any
such rights, upon any other Person, except for any Person entitled to indemnity
hereunder.

     

     

    8.4   Entire
Agreement.  This Agreement (including the Exhibits and the
Schedules hereto) and the Ancillary Agreements constitute the entire agreement
between the parties hereto and thereto with respect to the subject matter hereof
and thereof and supersede any prior understandings, agreements or
representations by or between the parties hereto, written or oral, with respect
to such subject matter.

     

     

    8.5   Succession and
Assignment.  Subject to the next sentence, 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 hereto may
assign this Agreement or any of its rights, interests or obligations hereunder
without the prior written approval of the Seller, in the case of Purchaser, or
the Purchaser, in the case of the Seller, except that the Purchaser may assign
this Agreement or any of its rights, interests or obligations hereunder to any
Affiliate of the Purchaser.

     

     

    8.6   Drafting.  The
parties have participated jointly in the negotiation and drafting of this
Agreement and, in the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties
and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any of the provisions of this
Agreement.

     

     

    8.7   Notices.  All
notices, requests and other communications hereunder must be in writing and will
be deemed to have been duly given only if (a) delivered personally against
written receipt, (b) sent by facsimile transmission, (c) mailed by
registered or certified mail, postage prepaid, return receipt requested, or
(d) mailed by reputable international overnight courier, fee prepaid, to
the parties hereto at the following addresses or facsimile numbers:

     

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    If to the
Sellers, to:

     

    Argyce
LLC

    Trustee
for the Genaera Liquidating Trust

     John
A. Skolas, President

    610
Second Street Pike

    Southampton,
PA 18966

    Facsimile:  267-988
4082

    


    and a
copy, which shall not constitute legal notice, to:

    


    Laberee
Law PC

    Peter W.
Laberee

    1371
Stokes Road

    Unit
B

    Medford,
NJ  08055

    Facsimile:
609-654-0303

    


    If to the
Purchaser, to:

     

    Ohr
Pharmaceutical, Inc.

    1245
Brickyard Road, Suite 590

    Salt Lake
City, Utah, 84106

    Facsimile:                                801-433-2222

    Attention:                                Andrew
Limpert

     

    with a
copy, which shall not constitute legal notice, to:

     

    Hahn & Hessen
LLP

    488
Madison Avenue

    New York,
NY  10022

    Facsimile:                                212-478-7400

    Attention:                                James
Kardon

     

    All such
notices, requests and other communications will be deemed given, (w) if
delivered personally as provided in this Section 8.7, upon delivery, (x) if
delivered by facsimile transmission as provided in this Section 8.7, upon
confirmed receipt, (y) if delivered by mail as provided in this Section 8.7,
upon the earlier of the fifth Business Day following mailing and receipt, and
(z) if delivered by overnight courier as provided in this Section 8.7, upon the
earlier of the second Business Day following the date sent by such overnight
courier and receipt (in each case regardless of whether such notice, request or
other communication is received by any other Person to whom a copy of such
notice is to be delivered pursuant to this Section 8.7).  Any party
hereto may change the address to which notices, requests and other
communications hereunder are to be delivered by giving the other parties hereto
notice in the manner set forth herein.

     

     

    8.8   Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to any
choice of law or conflict of law provision or rule that would cause the
application of the Laws of any jurisdiction other than the State of
Delaware.

     

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    8.9   CONSENT TO JURISDICTION AND
SERVICE OF PROCESS.  EACH OF THE PARTIES HERETO CONSENTS TO THE
EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF
DELAWARE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS
AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY MAY BE LITIGATED IN SUCH COURTS.  EACH OF THE PARTIES HERETO
ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS RESPECTIVE PROPERTIES, GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY
DEFENSE OF FORUM NON CONVENIENS, AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY.  EACH OF THE PARTIES HERETO FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN
ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT THE ADDRESS SPECIFIED IN THIS
AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE 15 CALENDAR DAYS AFTER SUCH
MAILING.  NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE
ABILITY OF EITHER PARTY HERETO TO SERVE ANY SUCH LEGAL PROCESS, SUMMONS, NOTICES
AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

     

     

    8.10   WAIVER OF JURY
TRIAL.  EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO.

     

     

    8.11   Amendments and
Waivers.  No amendment of any provision of this Agreement shall
be valid unless such amendment is in writing and signed by the Purchaser and the
Seller.  No waiver by any party hereto of any default,
misrepresentation or breach of warranty or covenant hereunder, whether
intentional or not, shall 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
occurrence.  No waiver shall be valid unless such waiver is in writing
and signed by the party against whom such waiver is sought to be
enforced.

     

     

    8.12   Severability.  If
any provision of this Agreement is held to be illegal, invalid or unenforceable
under any present or future Law, and if the rights or obligations of any party
hereto under this Agreement will not be materially and adversely affected
thereby, (a) such provision will be fully severable, (b) this Agreement will be
construed and enforced as if such provision had never comprised a part hereof,
(c) the remaining provisions of this Agreement will remain in full force and
effect and will not be affected by such provision or its severance herefrom and
(d) in lieu of such  provision, there will be added automatically as a
part of this Agreement a legal, valid and enforceable provision as similar in
terms to such provision as may be possible.

     

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    8.13   Expenses.  Each
of the parties hereto will bear its own costs and expenses (including legal fees
and expenses) incurred in connection with this Agreement and the Ancillary
Agreements and the transactions contemplated hereby and thereby, whether or not
the transactions contemplated hereby and thereby are consummated.

     

     

    8.14   Exhibits and
Schedules.  The Exhibits and Schedules identified in this
Agreement are incorporated herein by reference and made a part
hereof.  No information contained in any particular Schedule shall be
deemed to be contained in any other Schedule unless expressly included therein
(by cross-reference or otherwise).

     

     

    8.15   Specific
Performance.  The parties hereto agree that irreparable damage
would occur in the event that any provision of this Agreement was not performed
in accordance with the terms hereof and that the parties shall be entitled to
specific performance of the terms hereof in addition to any other remedy
available to them at law or equity.

     

     

    8.16   No Successor
Liability.  The Purchaser shall not be considered a successor
to the Seller, any of its Affiliates or any of their respective predecessors by
reason of any theory of Laws or equity.

     

     

    8.17   Headings.  The
descriptive headings contained in this Agreement are included for convenience of
reference only and shall not affect in any way the meaning or interpretation of
this Agreement.

     

     

    8.18   Counterparts.  This
Agreement may be executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.

     

    


    [Signature
page follows.]

     


    
      
        
          --

        

         


      

      
        19

        
          

        

      

      
         


      

    


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

     

    GENAERA
LIQUIDATING TRUST

    


    By:      Argyce
LLC, Trustee

    


    By:                                                                

    Name:John
Skolas

    Title:President
CEO

    


    


    


    


    OHR
PHARMACEUTICAL INC.

    


    


    By:                                                                        

    
      	
               
      

            	
              Name:

            	
              Andrew
      Limpert

            


    

    
      	
               
      

            	
              Title:

            	
              President
      and CEO

            


    

    


    


    


    


    Signature Page
to Asset Purchase Agreement

     

    20