s22-9214_ex101.htm


    Exhibit
10.1

     

    LIMITED
LIABILITY COMPANY PURCHASE AGREEMENT

    


    This
Interests Purchase Agreement (“Agreement”) is entered into as of May 30, 2009 by
and between Narayan Torke (“Seller”), Hartlab LLC (the “Company”)  and
Adeona Pharmaceuticals, Inc., (“Purchaser”). Purchaser, the Company and Seller
may collectively be referred to as the “Parties.”

    


    WHEREAS, Seller is the record
owner and holder of all of the issued and outstanding membership interests of
Hartlab LLC (the “Company”), an Illinois limited liability company;
and

    


    WHEREAS, the Parties desire to
enter into this Agreement pursuant to which Purchaser will purchase from Seller
all of the outstanding membership interests of the Company.

    


    NOW, THEREFORE, in
consideration for the promises set forth in this Agreement, the Parties agree as
follows:

    


    
      	
              1.  

            	
              PURCHASE AND
      SALE:  Subject to the terms and conditions set forth in
      this Agreement, Purchaser hereby agrees to purchase from Seller, and
      Seller hereby agree to sell, transfer and convey to the Purchaser all of
      the interests of the Company, representing all of the issued and
      outstanding membership interests of the Company (the
      “Interests”).  The transaction shall also include all the sale
      and transfer of the operating assets of the Company listed on Exhibit A,
      an obligation of Seller to pay the remaining $74,000 in lease expenses for
      the clinical equipment over the remaining term of such leases with the
      Buyer to pay in full all other leases, right of Purchaser to make
      employment offers to any or all of the Company’s existing employees after
      closing and all existing contracts that do not have change in control
      provisions, and for those that do, the Parties shall attempt to seek to
      negotiate such change in control authorization to continue such agreements
      in effect.  The Purchaser shall assume the existing real estate
      lease and seek and obtain the landlord’s consent to the change in
      ownership and a full release of Seller.  The Parties shall
      cooperate in good faith in the transfer of the CMS license and Illinois
      Dept. of Public Health license, including a power of attorney in favor of
      the Company following ownership transfer to the Purchaser until such
      licenses are transferred by CMS and
Illinois.

            


    

    


    
      	
              2.  

            	
              PURCHASE
      PRICE:  The purchase price for all of the shares of
      Interests shall be Two Hundred and Eighty Thousand dollars ($280,000) (the
      “Purchase Price”) with Fourteen Thousand dollars ($14,000) to be paid in
      cash to the Seller as a nonrefundable earnest payment creditable against
      the Purchase Price contemporaneous with the execution of this Agreement
      and the remainder of the Purchase Price of Two Hundred and Sixty Six
      Thousand dollars ($266,000) to be paid in cash to the Seller on June 30,
      2009 unless an earlier closing date is agreed to in writing signed by both
      parties (the “Closing”).  Cash payments made by Purchaser shall
      be made by certified checks from Purchaser to Seller upon execution of
      this Agreement by Seller and at the
Closing.

            


    

    


    
      	
              3.  

            	
              CLOSING:  The
      closing contemplated by this Agreement for the transfer of the Interests
      and the payment of the Purchase Prices shall take place at the offices of
      Hartlab LLC on June 30, 2009 at 9:00a.m. CT unless an earlier closing date
      is agreed to in writing signed by both parties (the
      “Closing”).  The certificates representing the Interests shall
      be duly endorsed for transfer or accompanied by an appropriate Interests
      transfer and the charter of Hartlab shall be duly amended to provide for
      Purchaser to become the new owner of all of the outstanding
      Interests.  The Company shall notify the Federal CMS and
      Illinois licensing agency of the transfer and Seller and Company shall
      provide a power or attorney to continue the business of the Company under
      his CLIA license until such license shall have been transferred by
      CMS.  Purchaser’s obligation to close shall be conditioned upon
      the satisfactory completion of Purchaser’s due diligence determined in
      Purchaser’s sole discretion which Seller shall undertake and complete on
      or before the Closing.  Should Purchaser not be satisfied with
      the outcome of its due diligence and elect not to close on June 30, 2009,
      Purchaser shall forfeit the $14,000 nonrefundable earnest payment and the
      Parties shall have no further obligation under this
    Agreement.

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              4.  

            	
              REPRESENTATIONS AND WARRANTIES
      OF SELLER:  Seller hereby warrants and represents
      that:

            


    

    


    
      	
              (a)  

            	
              Restrictions on
      Interests.  The Seller is not a party to any agreements
      that create rights or obligations in the Interests relating to any third
      party including voting or other agreements.  The Seller is the
      lawful owner of the Interests, free and clear of any encumbrances,
      security interests or liens of any kind and has full power and authority
      to sell and transfer the Interests as contemplated in this
      Agreement.  The Interests represents all of the issued and
      outstanding Interests of the
Company.

            


    

    
      	
              (b)  

            	
              Organization and
      Standing.  To the Seller’s knowledge, the Company is duly
      organized, validly existing and in good standing under the laws of the
      State of Illinois and has full
      power and authority to own and operate its property and assets and to
      carry on its business as presently conducted and the one thousands shares
      of Interests represent all of the issued and outstanding Interests of the
      Company.

            


    

    
      	
              (c)  

            	
              Operation of
      Business.  Between the signing of this Agreement and the
      Closing, the Seller shall operate the business of the Company in the
      normal course and at the Closing net working capital and equity reflected
      in the general ledger of accounts as per Quickbooks as of the date hereof
      shall not materially differ.  Until June 30, 2009, Seller,
      Company and their agents, shall not solicit other offers from other
      parties and shall discontinue any and all discussions with other parties
      whom they may be already in discussion
with.

            


    

    
      	
              (d)  

            	
              Narayan Torke
      Consulting.  Following the Closing, Narayan Torke shall
      serve as a consultant on a part-time basis to Seller for a period of up to
      twelve (12) months following the Closing for a monthly consulting fee of
      Four Thousand dollars ($4,000) per month to assist in the transition and
      business of the Company, pursuant to an Independent Contractor Agreement,
      providing for not more than 15 hours per week and permit 100% of
      activities to be conducted by Torke remotely.  For a period of
      two (2) years following the closing Narayan Torke shall not solicit the
      Company’s accounts or employees nor compete with the Company in Illinois
      without the prior written permission of the
  Company.

            


    

    
      	
              (e)  

            	
              General
      Ledger.  At the Closing, the Parties shall agree on a
      general ledger of accounts from inception through December 31, 2008, at
      May 31, 2009 and at the Closing date other than as shall be disclosed in
      such documents or on a List of Exceptions to be provided as an Exhibit at
      such time, the parties will agree that there will be no material
      liabilities, (including Medicare, MediCal or other insurance liabilities),
      liens, tax liabilities, actions, actual, pending or threatened that may
      have a material adverse effect on the business of the Company (the
      “Liabilities”).  For purposes of this Agreement, Liabilities
      will only be considered material if together in the aggregate they exceed
      ten percent (10%) of the Purchase
Price.

            


    

    
      	
              (f)  

            	
              Taxes.  Each
      of the parties shall be responsible for their own taxes with respect to
      the transaction with all income loss, deductions and credits on or prior
      to the Closing date shall be allocated to the Seller, including any gain
      or loss on the sale hereunder.

            


    

    
      	
              (g)  

            	
              Limitation
      on Representations and Warranties.  Seller’s representations and
      warranties shall not exceed $140,000 in the aggregate and shall survive
      the closing for six months (with the exception of the noncompete provision
      which shall survive for it two year
term).

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              5.  

            	
              SEVERABILITY: If any
      part or parts of this Agreement shall be held unenforceable for any
      reason, the remainder of this Agreement shall continue in full force and
      effect. If any provision of this Agreement is deemed invalid or
      unenforceable by any court of competent jurisdiction, and if limiting such
      provision would make the provision valid, then such provision shall be
      deemed to be construed as so
limited.

            


    

    


    
      	
              6.  

            	
              BINDING EFFECT: The
      covenants and conditions contained in this Agreement shall apply to and
      bind the parties and the heirs, legal representatives, successors and
      permitted assigns of the Parties.

            


    

    


    BROKER’S FEES ATTORNEYS
FEES:  The Parties represent that there has been no act in
connection with the transactions contemplated in this Agreement that would give
rise to a valid claim against either party for a broker’s fee, finder’s fee or
other similar payment.  Each party shall be subject to their own
attorneys fees and expenses.

    
      	
              7.  

            	
              ENTIRE AGREEMENT: This
      Agreement constitutes the entire agreement between the Parties and
      supersedes any prior understanding or representation of any kind preceding
      the date of this Agreement. There are no other promises, conditions,
      understandings or other agreements, whether oral or written, relating to
      the subject matter of this Agreement. This Agreement may be modified in
      writing and must be signed by both the Seller and
    Purchaser.

            


    

    


    
      	
              8.  

            	
              GOVERNING LAW: This
      Agreement shall be governed by and construed in accordance with the laws
      of the State of Illinois and DuPage County, Illinois shall be the
      exclusive forum for litigation under this Agreement and both parties
      consent to such jurisdiction

            


    

    


    
      	
              9.  

            	
              NOTICE:  Any
      notice required or otherwise given pursuant to this Agreement shall be in
      writing and mailed certified return receipt requested, postage prepaid, or
      delivered by overnight delivery
service:

            


    

    


    
      	
              (a)  

            	
              If
      to Purchaser:

            


    

    


    Steve H.
Kanzer, CPA, JD

    Chairman
and Chief Executive Officer

    Adeona
Pharmaceuticals, Inc.

    3930
Varsity Drive

    Ann
Arbor, MI  48108

    Fax:
(734) 332-7800

    


    
      	
              (b)  

            	
              If
      to Seller:

            


    

    


    Narayan
Torke

    532
Connecticut Ave.

    Naperville,
IL 60565

    


    
      	
              10.  

            	
              WAIVER: The failure of
      either party to enforce any provisions of this Agreement shall not be
      deemed a waiver or limitation of that party's right to subsequently
      enforce and compel strict compliance with every provision of this
      Agreement.

            


    

    


    
      	
              11.  

            	
              REPRESENTATIONS AND WARRANTIES
      OF PURCHASER.  Purchaser represents and warrants that it
      is validly organized, has authority to enter into this Agreement with
      Seller and until CMS and Illinois licenses have been fully transferred and
      while Seller remains laboratory director, Purchaser will indemnify Seller
      for expenses and costs incurred by Seller in connection with such
      activities.

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


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

     

    
       

      
        	
                 ADEONA PHARMACEUTICALS,
      INC.:  

              	 	 SELLER:
	 	 	 
	 /s/ Steve H.
      Kanzer 	 	 /s/ Narayan
      Torke
	 Steve H.
      Kanzer, CPA, JD    	 	 Narayan
      Torke
	 Chairman and
      CEO	 	 
	 	 	 
	 	 	 HARTLAB LLC
	 	 	 
	 	 	 /s/ Narayan Torke
	 	 	 By: Narayan
      Torke
	 	 	 
	 	 	 Its:
      President