**EXHIBIT10.48B**

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**ASSETPURCHASE AGREEMENT**

between:

**SHAMAN PHARMACEUTICALS, INC.,**A Delaware corporation;

and

**METABOLEX, INC.**,A Delaware corporation

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Datedas of March 16, 2001

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**ASSETPURCHASE AGREEMENT**

**             THIS ASSETPURCHASE AGREEMENT** is entered into as ofMarch 16, 2001, by and between **SHAMAN PHARMACEUTICALS, INC.,**a Delaware corporation (the “Seller”) and **METABOLEX, INC.,** aDelaware corporation (the “Purchaser”). Certain capitalized terms used in this Agreement are defined in *Exhibit A*.

**RECITALS**

**             A.**         The Seller wishes to provide for thesale of certain assets of the Seller to the Purchaser on the terms set forth inthis Agreement.

**AGREEMENT**

             The parties to this Agreement,intending to be legally bound, agree as follows:

**1.          SALE OF ASSETS; RELATED TRANSACTIONS**

**             1.1        Sale of Assets.**  The Sellershall cause to be sold, assigned, transferred, conveyed and delivered to thePurchaser, at the Closing (as defined below), good and valid title to theAssets (as defined below), free of any Encumbrances, on the terms and subjectto the conditions set forth in this Agreement. For purposes of this Agreement, “Assets” shall mean:

**             (a)        **a hard and/or electronic copy of all data,information and records relating to Seller’s Diabetes Program that is containedin Seller’s 4D Database;

**             (b)        **all of Seller’s laboratory notebooks and recordsrelating to Seller’s Diabetes Program and all intellectual property therein,including, without limitation, copyrights, know-how and trade secrets;

**             (c)        **Seller’s entire inventory of all materials fromplants and all plants related to the Diabetes Program including, but notlimited to the items listed on Exhibit B attached hereto; and

**             (d)        **a license to all data, information and recordsdescribed in Section 1.1 (a) above, as set forth in Section 8.4 below.

**             1.2        Purchase Price.**  Asconsideration for the sale of the Assets to the Purchaser, the Purchaser agreesto pay to the Seller and aggregate of Two Hundred Thousand Dollars ($200,000),payable as follows:

**             (a)        **On the date that Seller files a motion with theBankruptcy Court for approval of the Transactions, Purchaser shall transfer viawire to the account of Seller the sum of Ten Thousand Dollars ($10,000.00) incash as good faith money for the Transactions (the “Initial Payment”).

**             (b)        **at the Closing, the Purchaser shall pay to theSeller, in cash via check or wire transfer, One Hundred Ninety Thousand Dollars($190,000.00).
**             1.3        Liabilities.**  At theClosing, the Purchaser shall assume no Liability of the Seller.

**             1.4        Sales Taxes.**  The Sellershall bear and pay, and shall reimburse the Purchaser and the Purchaser’saffiliates for, any sales taxes, use taxes, transfer taxes, documentarycharges, recording fees or similar taxes, charges, fees or expenses that maybecome payable in connection with the sale of the Assets to the Purchaser or inconnection with any of the other Transactions.

**             1.5        Closing.**

**             (a)        **The closing of the sale of the Assets to thePurchaser (the “Closing”) shall take place at 10:00 a.m. on the later of (i)March 27, 2001 or (ii) the eleventhcalendar day following entry by the Bankruptcy Court of a proper final,non-appealable order approving the Transactions (including, for this purpose,an order complying with 11 U.S.C. § 363(m)), which order is not stayed withinten (10) days of entry thereof, in a form satisfactory to the Purchaser (the“Approval Order”); or (iii) on such date as the Purchaser may designate in awritten notice delivered to the Seller; *provided,however,* that if any condition set forth in Section 5 has notbeen satisfied as of the date designated by the Purchaser, then the Purchasermay, at its election, unilaterally postpone the Scheduled Closing Time by up tothirty (30) days.  For purposes of thisAgreement, “Scheduled Closing Time” shall mean the time and date as of whichthe Closing is required to take place pursuant to this Section 1.5(a); and“Closing Date” shall mean the time and date as of which the Closing actuallytakes place.

**             (b)        **At the Closing:

**             (i)        **the Seller shall execute and deliver to thePurchaser such bills of sale, endorsements, assignments and other documents asmay (in the reasonable judgment of the Purchaser or its counsel) be necessaryor appropriate to assign, convey, transfer and deliver to the Purchaser goodand valid title to the Assets free of any Encumbrances;

**             (ii)       **the Purchaser shall pay to the Seller One Hundred Ninety Thousand Dollars($190,000.00) in cash as contemplated by Section 1.2(b);
**             (iii)      **the Seller shall execute and deliver to the Purchaser a certificate (the“Closing Certificate”) setting forth the representations and warranties of theSeller that (A) each of the representations and warranties made by theSeller in this Agreement was accurate in all respects as of the date of thisAgreement, (B) except as expressly set forth in the Closing Certificate,each of the representations and warranties made by the Seller in this Agreementis accurate in all respects as of the Closing Date as if made on the ClosingDate, (C) each of the covenants and obligations that the Seller is requiredto have complied with or performed pursuant to this Agreement at or prior tothe Closing has been duly complied with and performed in all respects, and(D) except as expressly set forth in the Closing Certificate, each of theconditions set forth in Sections 5.3 and 5.4 has been satisfied in allrespects; and

**             (iv)       **the Seller shall execute and deliver to the Purchaser an Amendment to theLicense and Sale Agreement , as described in the Letter Agreement (the“Amendment”).

**2.          REPRESENTATIONS AND WARRANTIES OF THE SELLER.**

             The Seller represents and warrants,to and for the benefit of the Indemnitees, as follows:

**             2.1        Due Organization.**  The Selleris a corporation duly organized, validly existing and in good standing underthe laws of the State of Delaware.  TheSeller is not required to be qualified, authorized, registered or licensed todo business as a foreign corporation in any jurisdiction other than thejurisdictions listed in Part 2.1 of the Disclosure Schedule.  The Seller is in good standing as a foreigncorporation in each of the jurisdictions listed in Part 2.1 of the DisclosureSchedule.
**             2.2        Assets.**

**             (a)        **Part 2.2(a)(i) of the Disclosure Schedule setsforth, with respect to each Asset owned by the Seller and registered with anyGovernmental Body or for which an application has been filed with anyGovernmental Body, (i) a brief description of such Asset, and (ii) the names ofthe jurisdictions covered by the applicable registration or application.  Part 2.2(a)(ii) of the Disclosure Scheduleidentifies and provides a brief description of each Asset.  Part 2.2(a)(iii) of the Disclosure Scheduleidentifies and provides a brief description of, and identifies any ongoingroyalty or payment obligations with respect to, each Asset that is licensed orotherwise made available to the Seller by any Person, and identifies theContract under which such Asset is being licensed or otherwise made availableto the Seller.  The Seller has good andvalid title to all of the Assets, free and clear of all Encumbrances.  The Seller has a valid right to use, licenseand otherwise exploit all Assets. Except as set forth in Part 2.2(a)(iii) of the Disclosure Schedule, theSeller has not developed jointly with any other Person any Asset with respectto which such other Person has any rights. Except as set forth in Part 2.2(a)(iv) of the Disclosure Schedule, thereis no Contract pursuant to which any Person has any right (whether or notcurrently exercisable) to use, license or otherwise exploit any Asset.

**             (b)        **The Seller has taken reasonable measures andprecautions to protect and maintain the confidentiality, secrecy and value ofall Assets.  Without limiting thegenerality of the foregoing, except as set forth in Part 2.2(b) of theDisclosure Schedule, (i) each current or former employee of the Seller who isor was involved in, or who has contributed to, the creation or development ofany Asset has executed and delivered to the Seller an agreement (containing noexceptions to or exclusions from the scope of its coverage) that assignsownership of any intellectual property related to such creation or developmentto the Seller, and (ii) each current and former consultant and independentcontractor to the Seller who is or was involved in, or who has contributed to,the creation or development of any Asset has executed and delivered to theSeller an agreement (containing no exceptions to or exclusions from the scopeof its coverage) that assigns ownership of any intellectual property related tosuch creation or development to the Seller. No current or former employee, officer, director, stockholder,consultant or independent contractor has any right, claim or interest in orwith respect to any Asset.

**             (c)        **To the best of the knowledge of the Seller, none ofthe Assets infringes, misappropriates or conflicts with any Proprietary Assetowned or used by any other Person and the Seller has never received any noticeor other communication (in writing or otherwise) of any such actual, alleged,possible or potential infringement, misappropriation or unlawful orunauthorized use.  To the best of theknowledge of the Seller no other Person is infringing, misappropriating ormaking any unlawful or unauthorized use of, and no Proprietary Asset owned orused by any other Person infringes or conflicts with, any of the Assets.

**             (d)        **The Seller has not (i) licensed any of the Assets toany Person on an exclusive basis, or (ii) entered into any covenant not tocompete or Contract limiting or purporting to limit the ability of the Sellerto exploit fully any of the Assets.
**             2.3        Compliance with Legal Requirements.**  Except asset forth in Part 2.3 of the Disclosure Schedule: (a) the Seller is infull compliance with each Legal Requirement that is applicable to it or to theownership or use of any of the Assets; (b) the Seller has at all times been infull compliance with each Legal Requirement that is or was applicable to it orto the ownership or use of any of  theAssets; (c) no event has occurred, and no condition or circumstance exists,that might (with or without notice or lapse of time) constitute or resultdirectly or indirectly in a violation by the Seller of, or a failure on thepart of the Seller to comply with, any such Legal Requirement; and (d) theSeller has not received, at any time, any notice or other communication (inwriting or otherwise) from any Governmental Body or any other Person regarding(i) any actual, alleged, possible or potential violation of, or failure tocomply with, any such Legal Requirement, or (ii) any actual, alleged, possibleor potential obligation on the part of the Seller to undertake, or to bear allor any portion of the cost of, any cleanup or any remedial, corrective orresponse action of any nature.  TheSeller has delivered to the Purchaser an accurate and complete copy of eachreport, study, survey or other document to which the Seller has access thataddresses or otherwise relates to the compliance of the Seller with, or theapplicability to the Seller of, any such Legal Requirement. To the best of theknowledge of the Seller, no Governmental Body has proposed or is consideringany Legal Requirement that, if adopted or otherwise put into effect,(i) may have an adverse effect on the Assets or on the ability of theSeller to comply with or perform any covenant or obligation under any of theTransactional Agreements, or (ii) may have the effect of preventing,delaying, making illegal or otherwise interfering with any of the Transactions.

**             2.4        Governmental Authorizations.** Part 2.4 of the Disclosure Schedule identifies each GovernmentalAuthorization held by the Seller that is necessary for the use of theAssets.  The Seller has delivered to thePurchaser accurate and complete copies of all of the Governmental Authorizationsidentified in Part 2.4 of the Disclosure Schedule, including all renewalsthereof and all amendments thereto. Each Governmental Authorization identified or required to be identifiedin Part 2.4 of the Disclosure Schedule is valid and in full force andeffect.  Except as set forth inPart 2.4 of the Disclosure Schedule: (i) the Seller is and has at alltimes been in full compliance with all of the terms and requirements of eachsuch Governmental Authorization identified or required to be identified inPart 2.4 of the Disclosure Schedule; (ii) no event has occurred, and nocondition or circumstance exists, that might (with or without notice or lapseof time) (A) constitute or result directly or indirectly in a violation ofor a failure to comply with any term or requirement of any such GovernmentalAuthorization identified or required to be identified in Part 2.4 of theDisclosure Schedule, or (B) result directly or indirectly in therevocation, withdrawal, suspension, cancellation, termination or modificationof any such Governmental Authorization identified or required to be identifiedin Part 2.4 of the Disclosure Schedule; (iii) the Seller has neverreceived any notice or other communication (in writing or otherwise) from anyGovernmental Body or any other Person regarding (A) any actual, alleged,possible or potential violation of or failure to comply with any term orrequirement of any such Governmental Authorization, or (B) any actual,proposed, possible or potential revocation, withdrawal, suspension,cancellation, termination or modification of any such GovernmentalAuthorization; and (iv) all applications required to have been filed for therenewal of the Governmental Authorizations required to be identified inPart 2.4 of the Disclosure Schedule have been duly filed on a timely basiswith the appropriate Governmental Bodies, and each other notice or filingrequired to have been given or made with respect to such GovernmentalAuthorizations has been duly given or made on a timely basis with theappropriate Governmental Body.  TheGovernmental Authorizations identified in Part 2.4 of the DisclosureSchedule constitute all of the Governmental Authorizations necessary topermit the Seller to own and use the Assets in the manner in which they arecurrently owned and used and in the manner in which they are proposed to beowned and used.
**             2.5        Proceedings; Orders.**  Except forcurrent proceedings before the Bankruptcy Court, there is no pendingProceeding, and no Person has threatened to commence any Proceeding: (i) thatinvolves the Seller or that otherwise relates to or might  affect any of the Assets (whether or not theSeller is named as a party thereto); or (ii) that challenges, or that may havethe effect of preventing, delaying, making illegal or otherwise interferingwith, any of the Transactions.  Exceptfor current proceedings before the Bankruptcy Court, no event has occurred, andno claim, dispute or other condition or circumstance exists, that mightdirectly or indirectly give rise to or serve as a basis for the commencement ofany such Proceeding. Except as set forth in Part 2.5 of the DisclosureSchedule, no Proceeding has ever been commenced by or against the Seller. TheSeller has delivered to the Purchaser accurate and complete copies of allpleadings, correspondence and other written materials (to which the Seller hasaccess) that relate to the Proceedings identified in Part 2.5 of theDisclosure Schedule. There is no Order to which the Seller, or any of theAssets, is subject; and no other Related Party is subject to any Order that relatesto the Seller’s business or to any of the Assets.  There is no proposed Order that, if issued or otherwise put intoeffect, (i) may have an adverse effect on the ability of the Seller tocomply with or perform any covenant or obligation under any of theTransactional Agreements, or (ii) may have the effect of preventing,delaying, making illegal or otherwise interfering with any of the Transactions.

**             2.6        Authority; Binding Nature OfAgreements.**  Subject to the Approval Order,the Seller has the absolute and unrestricted right, power and authority toenter into and to perform its obligations under each of the TransactionalAgreements to which it is or may become a party; and the execution, deliveryand performance by the Seller of the Transactional Agreements to which it is ormay become a party have been duly authorized by all necessary action on thepart of the Seller and its stockholders, board of directors and officers.  This Agreement constitutes the legal, validand binding obligation of the Seller, enforceable against the Seller inaccordance with its terms.  Upon theexecution of each of the other Transactional Agreements at the Closing, each ofsuch other Transactional Agreements to which the Seller is a party willconstitute the legal, valid and binding obligation of the Seller and will beenforceable against the Seller in accordance with its terms.

**             2.7        Non-Contravention; Consents.** Subject tothe Approval Order, neither the execution and delivery of any of theTransactional Agreements, nor the consummation or performance of any of theTransactions, will directly or indirectly (with or without notice or lapse oftime):

**             (a)        **contravene, conflict with or result in a violationof, or give any Governmental Body or other Person the right to challenge any ofthe Transactions or to exercise any remedy or obtain any relief under, anyLegal Requirement or any Order to which any of the Seller, or any of theAssets, is subject;

**             (b)        **cause the Purchaser or any affiliate of thePurchaser to become subject to, or to become liable for the payment of, anyTax;

**             (c)        **cause any of the Assets to be reassessed or revaluedby any taxing authority or other Governmental Body;

**             (d)        **contravene, conflict with or result in a violationof any of the terms or requirements of, or give any Governmental Body the rightto revoke, withdraw, suspend, cancel, terminate or modify, any GovernmentalAuthorization that is to be included in the Assets or is held by the Seller orany employee of the Seller; or

**             (e)        **result in the imposition or creation of anyEncumbrance upon or with respect to any of the Assets.
Exceptfor the requirements of the Bankruptcy Court in connection with the ApprovalOrder, the Seller is not, nor will be required to make any filing with or giveany notice to, or to obtain any Consent from, any Person in connection with theexecution and delivery of any of the Transactional Agreements or theconsummation or performance of any of the Transactions.

**             2.8        Brokers.**  The Seller has not agreed orbecome obligated to pay, or has not taken any action that might result in anyPerson claiming to be entitled to receive, any brokerage commission, finder’sfee or similar commission or fee in connection with any of the Transactions.

**             2.9        Full Disclosure.**  None of theTransactional Agreements contains or will contain any untrue statement of fact;and none of the Transactional Agreements omits or will omit to state any factnecessary to make any of the representations, warranties or other statements orinformation contained therein not misleading. All of the information set forth in the Disclosure Schedule, and allother information regarding the Seller and the Assets that has been furnishedto the Purchaser or any of the Purchaser’s Representatives by the Seller or byany Representative of the Seller, is accurate and complete in all respects.

**3.          REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.**

             The Purchaser represents andwarrants, to and for the benefit of the Seller, as follows:

**             3.1        Authority; Binding Nature OfAgreements.**  The Purchaser has the absoluteand unrestricted right, power and authority to enter into and to perform itsobligations under each of the Transactional Agreements to which it is or maybecome a party; and the execution, delivery and performance by the Purchaser ofthe Transactional Agreements to which it is or may become a party have beenduly authorized by all necessary action on the part of the Seller and itsstockholders, board of directors and officers. This Agreement constitutes the legal, valid and binding obligation ofthe Purchaser, enforceable against the Purchaser in accordance with itsterms.  Upon the execution of each ofthe other Transactional Agreements at the Closing, each of such otherTransactional Agreements to which the Purchaser is a party will constitute thelegal, valid and binding obligation of the Purchaser and will be enforceableagainst the Purchaser in accordance with its terms.
**4.          PRE-CLOSINGCOVENANTS OF THE SELLER.**

**             4.1        Access And Investigation.**  The Sellershall ensure that, at all times during the Pre-Closing Period: (a) the Sellerand its Representatives provide the Purchaser and its Representatives withreasonable access to the Seller’s Representatives, personnel and assets and toall existing books, records, Tax Returns, work papers and other documents andinformation relating to the Assets; (b) the Seller and its Representativesprovide the Purchaser and its Representatives with such copies of existingbooks, records, Tax Returns, work papers and other documents and information relatingto the Assets as the Purchaser may request in good faith; and (c) the Sellerand its Representatives compile and provide the Purchaser and itsRepresentatives with such additional financial, operating and other data andinformation relating to the Assets as the Purchaser may request in good faith.

**             4.2        Filings and Consents.**  The Sellershall ensure that: (a) all filings, notices and Consents required to be made,given and obtained in order to consummate the Transactions are made, given andobtained on a timely basis; and (c) during the Pre–Closing Period, theSeller and its Representatives cooperate with the Purchaser and with thePurchaser’s Representatives, and prepare and make available such documents andtake such other actions as the Purchaser may request in good faith, inconnection with any filing, notice or Consent that the Purchaser is required orelects to make, give or obtain.

**             4.3        Notification; Updates toDisclosure Schedule**.  During thePre-Closing Period, the Seller shall promptly notify the Purchaser in writingof: (a) the discovery by the Seller of any event, condition, fact orcircumstance that occurred or existed on or prior to the date of this Agreementand that caused or constitutes a Breach of any representation or warranty madeby the Seller in this Agreement; (b) any event, condition, fact or circumstancethat occurs, arises or exists after the date of this Agreement and that wouldcause or constitute a Breach of any representation or warranty made by theSeller in this Agreement if (i) such representation or warranty had beenmade as of the time of the occurrence, existence or discovery of such event,condition, fact or circumstance, or (ii) such event, condition, fact orcircumstance had occurred, arisen or existed on or prior to the date of thisAgreement; (c) any Breach of any covenant or obligation of the Seller; and (d)any event, condition, fact or circumstance that may make the timelysatisfaction of any of the conditions set forth in Section 5 impossible orunlikely.  If any event, condition, factor circumstance that is required to be disclosed pursuant to this Section 4.3requires any change in the Disclosure Schedule, or if any such event,condition, fact or circumstance would require such a change assuming theDisclosure Schedule were dated as of the date of the occurrence, existence ordiscovery of such event, condition, fact or circumstance, then the Seller shallpromptly deliver to the Purchaser an update to the Disclosure Schedulespecifying such change.  No such updateshall be deemed to supplement or amend the Disclosure Schedule for the purposeof (i) determining the accuracy of any representation or warranty made bythe Seller in this Agreement or in the Closing Certificate, or(ii) determining whether any of the conditions set forth in Section 5has been satisfied.

**             4.4        No Negotiation.**  Except asrequired by the Bankruptcy Court in connection with the Approval Order, theSeller shall ensure that, during the Pre-Closing Period, neither the Seller,nor any Representative of the Seller, directly or indirectly:  (a) solicits or encourages theinitiation of any inquiry, proposal or offer from any Person (other than thePurchaser) relating to any Acquisition Transaction; (b) participates inany discussions or negotiations with, or provides any non-public informationto, any Person (other than the Purchaser) relating to any proposed  Acquisition Transaction; or(c) considers the merits of any unsolicited inquiry, proposal or offerfrom any Person (other than the Purchaser) relating to any AcquisitionTransaction.

**             4.5        Best Efforts.** During thePre-Closing Period, the Seller shall use its Best Efforts to cause theconditions set forth in Section 5 to be satisfied on a timely basis.

**             4.6        Confidentiality.**  The Sellershall ensure that after the date of this Agreement, Seller maintains theconfidentiality of all data, information and records referred to in Section1.1(a) and makes no disclosure of any nature of such data, information orrecords to any Person.  Notwithstandingthe foregoing, Seller may use the data, information and records referred to inSection 1.1(a) solely in connection with uses for Dietary Supplements (as suchterm is used in the License and Sale Agreement).
**             4.7        Acceptance of Overbid; Right toRespond**

**             (a)        **Until the earlier of March 9, 2001, or any earlierdate on which Purchaser advises Seller in writing that Purchaser is terminatingall negotiations regarding the Transactions, Seller shall not, unless otherwiseinstructed by the Bankruptcy Court: (i) consider any offer from any third partyfor a transaction similar to the Transactions for less than $220,000; (ii)consider any offer from any third party involving the a transaction similar tothe Amendment for less than $220,000; or (iii) consider any offer from anythird party involving the sale of the Assets for less than $220,000.

**             (b)        **If Seller receives any offer from any third partyinvolving either or both of the Amendment and the sale of the Assets that meetsthe criteria set forth in Section 4.7(a), Seller shall promptly notify thePurchaser and describe the terms of such offer to Purchaser and Purchaser shallhave the right to make a counteroffer that exceeds the first such third partyoffer by at least ten percent (10%).  Inthe event there are any offers subsequent to the Purchaser’s counteroffer (a“Subsequent Offer”), Purchaser shall have the right to make a counteroffer thatexceeds such Subsequent offer by any amount. Seller, unless legally precluded by the Bankruptcy Court, shall withinten (10) business days, or if legally precluded as promptly thereafter aspossible, accept the most recent counteroffer made by Purchaser. Such accepted counteroffer shall otherwise be subject to the terms andconditions of the Letter Agreement.

**             (c)        **If Seller accepts any offer from any third partyinvolving either or both of (i) the assignment of rights under the License andSale Agreement, or (ii) the sale of the Assets that meets the criteria setforth in Section 4.7(a), and Purchaser does not make a counteroffer, Sellerwill reimburse Purchaser for its expenses incurred in good faith in negotiatingfor and pursuing this Letter Agreement and the Transactions, including withoutlimitation reasonable attorneys’ and advisers’ fees, up to an amount not toexceed Twenty Thousand Dollars ($20,000).

**             4.8        Protection of Assets.**  As soon aspossible following the date of this Agreement, Seller shall segregate theAssets and maintain the Assets in a secure location until the Closing.  Seller shall not distribute, copy or otherwisereproduce the Assets in any way prior to the Closing.

**5.          CONDITIONS PRECEDENT TO THE PURCHASER’S OBLIGATION TO CLOSE.**

             The Purchaser’s obligation topurchase the Assets and to take the other actions required to be taken by thePurchaser at the Closing is subject to the satisfaction, at or prior to theClosing, of each of the following conditions (any of which may be waived by thePurchaser, in whole or in part, in writing):

**             5.1        Accuracy Of Representations.**  Allof therepresentations and warranties made by the Seller in this Agreement (consideredcollectively), and each of said representations and warranties (consideredindividually), shall have been accurate in all material respects as of the dateof this Agreement, and shall be accurate in all material respects as of theScheduled Closing Time as if made at the Scheduled Closing Time, without givingeffect to any update to the Disclosure Schedule.
**             5.2        Performance Of Obligations**

**             (a)        **Each of the documents referred to in Sections1.5(b)(i), 1.5(b)(iii) and 1.5(b)(iv) shall have been executed by each of theparties thereto and delivered to the Purchaser.

**             (b)        **All of the covenants and obligations that  the Seller is required tocomply with or toperform at or prior to the Closing (considered collectively), and each of saidcovenants and obligations (considered individually), shall have been dulycomplied with and performed in all material respects.

**             5.3        Consents.**  Each of the Consents identifiedin Part 2.7 of the Disclosure Schedule shall have been obtained and shallbe in full force and effect.

**             5.4        Additional Documents.**  Purchasershall have received such other documents as the Purchaser may request in goodfaith for the purpose of (i) evidencing the accuracy of any representationor warranty made by the Seller, (ii) evidencing the compliance by theSeller with, or the performance by the Seller of, any covenant or obligationset forth in this Agreement, (iii) evidencing the satisfaction of anycondition set forth in this Section 5, or (iv) otherwise facilitatingthe consummation or performance of any of the Transactions.

**             5.5        No Proceedings.**  Since thedate of this Agreement, there shall not have been commenced or threatenedagainst the Purchaser, or against any Person affiliated with the Purchaser, anyProceeding (a) involving any material challenge to, or seeking materialdamages or other material relief in connection with, any of the Transactions,or (b) that may have the effect of preventing, delaying, making illegal orotherwise interfering with any of the Transactions.

**             5.6        No Prohibition.**  Neither theconsummation nor the performance of any the Transactions will, directly orindirectly (with or without notice or lapse of time), contravene or conflictwith or result in a violation of, or cause the Purchaser or any Personaffiliated with the Purchaser to suffer any adverse consequence under, anyapplicable Legal Requirement or Order.

**             5.7        Approval Order.**  The Sellerwill have received the Approval Order.

**             5.8        No Encumbrances.**  The Sellershall provide evidence that is reasonably satisfactory to the Purchaser, thatany Encumbrance related to the Assets has been released or terminated and is ofno further force or effect.
**6.          TERMINATION**

**             6.1        Termination Events.**  ThisAgreement may be terminated prior to the Closing:

**             (a)        **by the Purchaser for any or no reason prior to theentry by the Bankruptcy Court of the Approval Order;

**             (b)        **by the Purchaser at or after the Scheduled ClosingTime if any condition set forth in Section 5 has not been satisfied by theScheduled Closing Time; or

**             (c)        **by the Purchaser if the Closing has not taken placeon or before April 26, 2001 (other than as a result of any failure on the partof the Purchaser to comply with or perform its covenants and obligations underthis Agreement).

**             6.2        Termination Procedures.**  If thePurchaser wishes to terminate this Agreement pursuant to Section 6.1, thePurchaser shall deliver to the Seller a written notice stating that thePurchaser is terminating this Agreement and setting forth a brief descriptionof the basis on which the Purchaser is terminating this Agreement.

**             6.3        Effect Of Termination.**  If thisAgreement is terminated pursuant to Section 6.1, all further obligationsof the parties under this Agreement shall terminate; *provided,**however,*that:  (a) no party shall be relieved ofany obligation or other Liability arising from any Breach by such party of anyprovision of this Agreement; (b) the parties shall, in all events, remain boundby and continue to be subject to the provisions set forth in Section 9;and (c) the Seller shall, in all events, remain bound by and continue to besubject to Section 4.6.

**             6.4        Nonexclusivity Of TerminationRights.**  The termination rights providedin Section 6.1 shall not be deemed to be exclusive.  Accordingly, the exercise by any party ofits right to terminate this Agreement pursuant to Section 6.1 shall not bedeemed to be an election of remedies and shall not be deemed to prejudice, orto constitute or operate as a waiver of, any other right or remedy that suchparty may be entitled to exercise (whether under this Agreement, under anyother contract, under any statute, rule or other Legal Requirement, at commonlaw, in equity or otherwise).

**             6.5        Payment upon Termination.**  If (i) onor before March 16, 2001, the Bankruptcy Court does not issue the ApprovalOrder, (ii) Seller at any time prior to March 9, 2001 fails to perform underthat certain Letter Agreement by and between the Seller and the Purchaser datedFebruary 13, 2001 (the “Letter Agreement”), or (iii) Seller accepts athird-party offer pursuant to Section 4.7 hereof, the Initial Payment will bereturned to Purchaser immediately, and in any event within three (3) businessdays upon Purchaser’s request.  If Purchaserterminates the Letter Agreement or this Agreement for any reason other than(i), (ii) or (iii) herein, the Seller shall retain the Initial Payment  as good faith money.
**7.          INDEMNIFICATION, ETC**

**             7.1        Survival Of Representations AndCovenants.**

**             (a)        **The representations, warranties, covenants andobligations of each party to this Agreement shall survive (withoutlimitation):  (i) the Closing and thesale of the Assets to the Purchaser; (ii) any sale or other disposition of anyor all of the Assets by the Purchaser; and (iii) the death or dissolution ofany party to this Agreement.  For thepurposes of this Section 7, all of said representations, warranties, covenantsand obligations shall remain in full force and effect and shall survive for one(1) year from the Closing.

**             (b)        **The representations, warranties, covenants andobligations of the Seller, and the rights and remedies that may be exercised bythe Indemnitees, shall not be limited or otherwise affected by or as a resultof any information furnished to, or any investigation made by or any knowledgeof, any of the Indemnitees or any of their Representatives.

**             (c)        **For purposes of this Agreement, each statement orother item of information set forth in the Disclosure Schedule or in any updateto the Disclosure Schedule shall be deemed to be a representation and warrantymade by the Seller in this Agreement.

**             7.2        Indemnification By The Seller.**

**             (a)        **The Seller shall hold harmless and indemnify each ofthe Indemnitees from and against, and shall compensate and reimburse each ofthe Indemnitees for, any Damages that are directly or indirectly suffered orincurred by any of the Indemnitees or to which any of the Indemnitees mayotherwise become subject at any time (regardless of whether or not such Damagesrelate to any third–party claim) and that arise directly or indirectlyfrom or as a direct or indirect result of, or are directly or indirectlyconnected with:

**             (i)        **any Breach of any of the representations orwarranties made by the Seller in this Agreement (without giving effect to anyupdate to the Disclosure Schedule) or in the Closing Certificate or any of theother Transactional Agreements;

**             (ii)       **any Breach of any representation, warranty, statement, information orprovision contained in the Disclosure Schedule or in any other documentdelivered or otherwise made available to the Purchaser or any of itsRepresentatives by or on behalf the Seller or any Representative of the Seller;

**             (iii)      **any Breach of any covenant or obligation of the Seller contained in anyof the Transactional Agreements;

**             (iv)       **any Liability of the Seller or of any Related Party;

**             (v)        **any Liability to which the Purchaser or any of theother Indemnitees may become subject and that arises directly or indirectlyfrom or relates directly or indirectly to (A) any product produced or soldor any services performed by or on behalf of the Seller,  or (B)  any failure to comply with anybulk transfer law or similar Legal Requirement in connection with any of theTransactions;

**             (vi)       **any Proceeding relating directly or indirectly to any Breach, allegedBreach, Liability or matter of the type referred to in clause “(i),” “(ii),”“(iii),” “(iv),” or “(v)” above (including any Proceeding commenced by anyIndemnitee for the purpose of enforcing any of its rights under thisSection 7).
**             (b)        **Subject to Section 7.2(c), the Seller shall notbe required to make any indemnification payment pursuant to Section 7.2(a)(i)for any Breach of the representations and warranties made by them in thisAgreement or in the Closing Certificate until such time as the total amount ofall Damages (including the Damages arising from such Breach and all otherDamages arising from any other Breaches of any representations or warranties)that have been directly or indirectly suffered or incurred by any one or moreof the Indemnitees, or to which any one or more of the Indemnitees has or haveotherwise become subject, exceeds $10,000. (If the total amount of such Damages exceeds the $10,000, theIndemnitees shall be entitled to be indemnified against and compensated and reimbursedfor the entire amount of such Damages, and not merely the portion of suchDamages exceeding $10,000.)

**             (c)        **The limitation on the indemnification obligationsof  the Seller that is set forth inSection 7.2(b) shall not apply to any Breach arising directly orindirectly from any circumstance of which the Seller had knowledge on or priorto the Closing Date.

**             (d)        **The maximum liability of the Seller pursuant to thisSection 7.2 shall be set at Two Hundred Thousand Dollars ($200,000.00).

**             7.3        Nonexclusivity OfIndemnification Remedies.**  Theindemnification remedies and other remedies provided in this Section 7shall not be deemed to be exclusive. Accordingly, the exercise by any Person of any of its rights under thisSection 7 shall not be deemed to be an election of remedies and shall notbe deemed to prejudice, or to constitute or operate as a waiver of, any otherright or remedy that such Person may be entitled to exercise (whether underthis Agreement, under any other Contract, under any statute, rule or otherLegal Requirement, at common law, in equity or otherwise).

**             7.4        Defense Of Third Party Claims.** In theevent of the assertion or commencement by any Person of any claim or Proceeding(whether against the Purchaser, against any other Indemnitee or against anyother Person) with respect to which the Seller may become obligated toindemnify, hold harmless, compensate or reimburse any Indemnitee pursuant tothis Section 7, the Purchaser shall have the right, at its election, todesignate the Seller  to assume thedefense of such claim or Proceeding at the sole expense of the Seller.  If the Purchaser so elects to designate theSeller to assume the defense of any such claim or Proceeding:

**             (a)        **The Seller shall proceed to defend such claim orProceeding in a diligent manner with counsel satisfactory to the Purchaser;

**             (b)        **the Purchaser shall make available to the Seller anynon-privileged documents and materials in the possession of the Purchaser thatmay be necessary to the defense of such claim or Proceeding;

**             (c)        **the Seller shall keep the Purchaser informed of allmaterial developments and events relating to such claim or Proceeding;

**             (d)        **the Purchaser shall have the right to participate inthe defense of such claim or Proceeding;

**             (e)        **the Seller shall not settle, adjust or compromisesuch claim or Proceeding without the prior written consent of the Purchaser;and

**             (f)        **the Purchaser may at any time (notwithstanding theprior designation of the Seller to assume the defense of such claim orProceeding) assume the defense of such claim or Proceeding.

Ifthe Purchaser does not elect to designate the Seller to assume the defense ofany such claim or Proceeding (or if, after initially designating the Seller toassume such defense, the Purchaser elects to assume such defense), thePurchaser may proceed with the defense of such claim or Proceeding on itsown.  If the Purchaser so proceeds withthe defense of any such claim or Proceeding on its own:

**             (i)        **all expenses relating to the defense of such claimor Proceeding (whether or not incurred by the Purchaser) shall be borne andpaid exclusively by  the Seller;

**             (ii)       **the Seller shall make available to the Purchaser any documents andmaterials in the possession or control of the Seller that may be necessary tothe defense of such claim or Proceeding;

**             (iii)      **the Purchaser shall keep the Seller informed of all material developmentsand events relating to such claim or Proceeding; and

**             (iv)       **the Purchaser shall have the right to settle, adjust or compromise suchclaim or Proceeding with the consent of the Seller; *provided, however,* that the Seller shall not unreasonablywithhold such consent.

**             7.5        Exercise Of Remedies ByIndemnitees Other Than Purchaser.**  NoIndemnitee (other than the Purchaser or any successor thereto or assignthereof) shall be permitted to assert any indemnification claim or exercise anyother remedy under this Agreement unless the Purchaser (or any successorthereto or assign thereof) shall have consented to the assertion of suchindemnification claim or the exercise of such other remedy.
**8.          CERTAIN POST-CLOSING COVENANTS.**

**             8.1        Further Actions.**  From andafter the Closing Date,  the Sellershall cooperate with the Purchaser and the Purchaser’s affiliates andRepresentatives, and shall execute and deliver such documents and take suchother actions as the Purchaser may reasonably request, for the purpose ofevidencing the Transactions and putting the Purchaser in possession, controland perfection of title to such Assets. Seller hereby irrevocably nominates, constitutes and appoints thePurchaser as the true and lawful attorney-in-fact of the Seller (with fullpower of substitution) effective as of the Closing Date, and hereby authorizesthe Purchaser, in the name of and on behalf of the Seller, to execute, deliver,acknowledge, certify, file and record any document, to institute and prosecuteany Proceeding and to take any other action (on or at any time after theClosing Date) that the Purchaser may deem appropriate for the purpose of(i) collecting, asserting, enforcing or perfecting any claim, right orinterest of any kind that is included in or relates to any of the Assets,(ii) defending or compromising any claim or Proceeding relating to any ofthe Assets, or (iii) otherwise carrying out or facilitating any of theTransactions.  The power of attorneyreferred to in the preceding sentence is and shall be coupled with an interestand shall be irrevocable, and shall survive the dissolution or insolvency ofthe Seller.

**             8.2        Publicity.**  The Sellershall ensure that, on and at all times after the Closing Date: (a) no pressrelease or other publicity concerning any of the Transactions is issued orotherwise disseminated by or on behalf of the Seller without the Purchaser’sprior written consent; (b) other than as Seller reasonably deems necessary inconnection with its bankruptcy proceedings or disclosure obligations to theSecurities and Exchange Commission, the Seller continue to keep the terms ofthis Agreement and the other Transactional Agreements strictly confidential;and (c) other than as Seller deems reasonably necessary in connection with itsbankruptcy proceedings or disclosure obligations to the Securities and ExchangeCommission, the Seller keep strictly confidential, and the Seller shall not useor disclose to any other Person, any non–public document or otherinformation that relates directly or indirectly to the business of the Seller,the Purchaser or any affiliate of the Purchaser.

**             8.3        Confidentiality.**  Except asrequired by law, the Seller shall ensure that after the Seller transfers theAssets to the Purchaser, Seller maintains the confidentiality of all data,information and records referred to in Section 1.1(a) and makes no disclosureof any nature of such data, information or records to any Person.  Notwithstanding the foregoing, Seller mayuse the data, information and records referred to in Section 1.1(a) solely inconnection with uses for Dietary Supplements (as such term is used in theLicense and Sale Agreement).

**             8.4        License.**  Effective immediately andautomatically upon the Closing of the Transactions, Seller grants to Purchaserthe worldwide, royalty-free, fully paid, exclusive, perpetual, irrevocable,fully sublicensable license under all copyrights and other rights in the data,information and records referred to in Section 1.1(a) to reproduce, distribute,perform, prepare derivative works of and use the same for all purposes otherthan uses for Dietary Supplements (as such term is used in the License and SaleAgreement), except as permitted by the License and Sale Agreement and asprovided for in Section 1.4 of the Amendment.
**9.          MISCELLANEOUS PROVISIONS.**

**             9.1        Further Assurances.**  Each partyhereto shall execute and/or cause to be delivered to each other party heretosuch instruments and other documents, and shall take such other actions, assuch other party may reasonably request (prior to, at or after the Closing) forthe purpose of carrying out or evidencing any of the Transactions.

**             9.2        Fees and Expenses.**  Each partyshall pay all costs and expenses that it incurs with respect to thenegotiation, execution, delivery and performance of the TransactionalAgreements.

**             9.3        Attorneys’ Fees.**  If anylegal action or other legal proceeding relating to any of the TransactionalAgreements or the enforcement of any provision of any of the TransactionalAgreements is brought against any party to this Agreement, the prevailing partyshall be entitled to recover reasonable attorneys’ fees, costs anddisbursements (in addition to any other relief to which the prevailing partymay be entitled).

**             9.4        Notices.**  Any notice or othercommunication required or permitted to be delivered to any party under thisAgreement shall be in writing and shall be deemed properly delivered, given andreceived when delivered (by hand, by registered mail, by courier or expressdelivery service or by facsimile) to the address or facsimile telephone numberset forth beneath the name of such party below (or to such other address orfacsimile telephone number as such party shall have specified in a writtennotice given to the other parties hereto):
if to the Seller:  Shaman  Pharmaceuticals, Inc. 213 East Grand Avenue South San Francisco,  CA  94080 Attn: Lisa Conte Facsimile: (650)  873-8367  with notice to:  Farella Braun &  Martell LLP Russ Building, 30th  Floor 235 Montgomery Street San Francisco, CA  94104 Attn: Dean Gloster Facsimile: (415)  954-4480    if to the Purchaser:  Metabolex, Inc. 3876 Bay Center Place Hayward, CA  94545 Attn:  President Facsimile: (510)  293-9090  with notice to:  Cooley Godward LLP Five Palo Alto Square 3000 El Camino Real Palo Alto, CA  94306 Attn: Barclay Kamb Facsimile: (650)  849-7400
 

**             9.5        Time Of The Essence.**  Time is ofthe essence of this Agreement.

**             9.6        Headings.**  The underlined headingscontained in this Agreement are for convenience of reference only, shall not bedeemed to be a part of this Agreement and shall not be referred to inconnection with the construction or interpretation of this Agreement.

**             9.7        Counterparts.**  ThisAgreement may be executed in several counterparts, each of which shallconstitute an original and all of which, when taken together, shall constituteone agreement.

**             9.8        Governing Law; Venue.**

**             (a)        **This Agreement shall be construed in accordancewith, and governed in all respects by, the internal laws of the State ofCalifornia (without giving effect to principles of conflicts of laws) and,prior to confirmation of Seller’s plan of reorganization, all disputes with respectto this Agreement will be resolved by the Bankruptcy Court.

**             (b)        **Any legal action or other legal proceeding relatingto this Agreement or the enforcement of any provision of this Agreement may bebrought or otherwise commenced in any state or federal court located in theCounty of Santa Clara, California.  Eachparty to this Agreement:

**             (i)        **expressly and irrevocably consents and submits tothe jurisdiction of each state and federal court located in the County of SantaClara, California (and each appellate court located in the State of California)in connection with any such legal proceeding;

**             (ii)       **agrees that each state and federal court located in the County of SantaClara, California shall be deemed to be a convenient forum; and

**             (iii)      **agrees not to assert (by way of motion, as a defense or otherwise), inany such legal proceeding commenced in any state or federal court located inthe County of Santa Clara, California, any claim that such party is not subjectpersonally to the jurisdiction of such court, that such legal proceeding hasbeen brought in an inconvenient forum, that the venue of such proceeding isimproper or that this Agreement or the subject matter of this Agreement may notbe enforced in or by such court.
**             (c)        **The Seller agrees that, if any Proceeding iscommenced against any Indemnitee by any Person in or before any court or othertribunal anywhere in the world, then such Indemnitee may proceed against theSeller in or before such court or other tribunal with respect to any indemnificationclaim or other claim arising directly or indirectly from or relating directlyor indirectly to such Proceeding or any of the matters alleged therein or anyof the circumstances giving rise thereto.

**             (d)        **Nothing in this Section 9.8 shall be deemed to limitor otherwise affect the right of any Indemnitee to commence any legalproceeding against the Seller in any forum or jurisdiction.

**             9.9        Successors And Assigns; PartiesIn Interest.**

**             (a)        **This Agreement shall be binding upon:  the Seller and its successorsand assigns(if any); and the Purchaser and its successors and assigns (if any).  This Agreement shall inure to the benefitof:  the Seller; the Purchaser; theother Indemnitees (subject to Section 7.5); and the respective successorsand assigns (if any) of the foregoing.

**             (b)        **The Purchaser may freely assign any or all of itsrights under this Agreement (including its indemnification rights underSection 7), in whole or in part, to any other Person without obtaining theconsent or approval of any other Person. The Seller shall not be permitted to assign any of his or its rights ordelegate any of his or its obligations under this Agreement without thePurchaser’s prior written consent.

**             (c)        **Except for the provisions of Section 7 hereof,none of the provisions of this Agreement is intended to provide any rights orremedies to any Person other than the parties to this Agreement and theirrespective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of theSeller shall have any rights under this Agreement or under any of the otherTransactional Agreements, and (ii) no creditor of the Seller shall have anyrights under this Agreement or any of the other Transactional Agreements.

**             9.10     RemediesCumulative; Specific Performance.**  The rightsand remedies of the parties hereto shall be cumulative (and notalternative).  The Seller agrees that:(a) in the event of any Breach or threatened Breach by the Seller of anycovenant, obligation or other provision set forth in this Agreement, thePurchaser shall be entitled (in addition to any other remedy that may beavailable to it) to (i) a decree or order of specific performance ormandamus to enforce the observance and performance of such covenant, obligationor other provision, and (ii) an injunction restraining such Breach orthreatened Breach; and (b) neither the Purchaser nor any other Indemnitee shallbe required to provide any bond or other security in connection with any suchdecree, order or injunction or in connection with any related action orProceeding.
**             9.11     Waiver.**

**             (a)        **No failure on the part of any Person to exercise anypower, right, privilege or remedy under this Agreement, and no delay on thepart of any Person in exercising any power, right, privilege or remedy underthis Agreement, shall operate as a waiver of such power, right, privilege orremedy; and no single or partial exercise of any such power, right, privilegeor remedy shall preclude any other or further exercise thereof or of any otherpower, right, privilege or remedy.

**             (b)        **No Person shall be deemed to have waived any claimarising out of this Agreement, or any power, right, privilege or remedy underthis Agreement, unless the waiver of such claim, power, right, privilege orremedy is expressly set forth in a written instrument duly executed anddelivered on behalf of such Person; and any such waiver shall not be applicableor have any effect except in the specific instance in which it is given.

**             9.12     Amendments.**  ThisAgreement may not be amended, modified, altered or supplemented other than bymeans of a written instrument duly executed and delivered on behalf of thePurchaser and the Seller.

**             9.13     Severability.**  In theevent that any provision of this Agreement, or the application of any such provisionto any Person or set of circumstances, shall be determined to be invalid,unlawful, void or unenforceable to any extent, the remainder of this Agreement,and the application of such provision to Persons or circumstances other thanthose as to which it is determined to be invalid, unlawful, void orunenforceable, shall not be impaired or otherwise affected and shall continueto be valid and enforceable to the fullest extent permitted by law.

**             9.14     Entire Agreement.**  TheTransactional Agreements set forth the entire understanding of the partiesrelating to the subject matter thereof and supersede all prior agreements andunderstandings among or between any of the parties relating to the subjectmatter thereof.

**             9.15     Knowledge.**  Forpurposes of this Agreement, a Person shall be deemed to have “knowledge” of aparticular fact or other matter if any Representative of such Person hasknowledge of such fact or other matter.

**             9.16     Survival Of Covenants.** Notwithstanding anything to the contrary herein, the covenants andobligations of each party to this Agreement shall survive (withoutlimitation):  (i) the Closing and thesale of the Assets to the Purchaser; (ii) any sale or other disposition of anyor all of the Assets by the Purchaser; and (iii) the death or dissolution ofany party to this Agreement.  All ofsaid covenants and obligations shall remain in full force and effect and shallsurvive for one year following the Closing.
**             9.17     Construction.**

**             (a)        **For purposes of this Agreement, whenever the contextrequires:  the singular number shallinclude the plural, and vice versa; the masculine gender shall include thefeminine and neuter genders; the feminine gender shall include the masculineand neuter genders; and the neuter gender shall include the masculine andfeminine genders.

**             (b)        **The parties hereto agree that any rule ofconstruction to the effect that ambiguities are to be resolved against thedrafting party shall not be applied in the construction or interpretation ofthis Agreement.

**             (c)        **As used in this Agreement, the words “include” and“including,” and variations thereof, shall not be deemed to be terms oflimitation, but rather shall be deemed to be followed by the words “withoutlimitation.”

**             (d)        **Except as otherwise indicated, all references in thisAgreement to “Sections” and “Exhibits” are intended to refer to Sections ofthis Agreement and Exhibits to this Agreement.
             The parties to this Agreement havecaused this Agreement to be executed and delivered as of March 16, 2001
**SHAMAN PHARMACUETICALS, INC.**  A Delaware corporation By:   /s/ Steven KingSteven King, Chief  Operating Officer **METABOLEX, INC.**,  A Delaware corporation By:   /s/ Thomas GlazeThomas GlazePresident and Chief  Executive Officer
**EXHIBIT A**

**CERTAINDEFINITIONS**

             For purposes of the Agreement(including this Exhibit A):

**             Acquisition Transaction.**  “Acquisition Transaction” shall mean anytransaction involving the sale or other disposition of all or any portion ofthe Assets.

**             Agreement.**  “Agreement” shall mean the Asset PurchaseAgreement to which this Exhibit A is attached (including the DisclosureSchedule), as it may be amended from time to time.

**             Bankruptcy Court. **“BankruptcyCourt”  shall mean the U.S. BankruptcyCourt, Northern District of California.

**             Best Efforts.**  “Best Efforts” shall mean the efforts that aprudent Person desiring to achieve a particular result would use in order toensure that such result is achieved as expeditiously as possible.

**             Breach.**  There shall be deemed to be a “Breach” of arepresentation, warranty, covenant, obligation or other provision if there isor has been (a) any inaccuracy in or breach (including any inadvertent orinnocent breach) of, or any failure (including any inadvertent failure) tocomply with or perform, such representation, warranty, covenant, obligation orother provision, or (b) any claim (by any Person) or other circumstancethat is inconsistent with such representation, warranty, covenant, obligationor other provision; and the term “Breach” shall be deemed to refer to any suchinaccuracy, breach, failure, claim or circumstance.

**             Consent.**  “Consent” shall mean any approval, consent,ratification, permission, waiver or authorization (including any GovernmentalAuthorization).

**             Contract.**  “Contract” shall mean any written, oral,implied or other agreement, contract, understanding, arrangement, instrument,note, guaranty, indemnity, representation, warranty, deed, assignment, power ofattorney, certificate, purchase order, work order, insurance policy, benefit plan,commitment, covenant, assurance or undertaking of any nature.

**             Damages.**  “Damages” shall include any loss, damage,injury, decline in value, lost opportunity, Liability, claim, demand,settlement, judgment, award, fine, penalty, Tax, fee (including any legal fee,expert fee, accounting fee or advisory fee), charge, cost (including any costof investigation) or expense of any nature.

**             DiabetesProgram.**  “Diabetes Program” shall mean means Seller’sprogram for the development of compounds and extracts isolated or prepared fromonly such plant materials as are listed on *Exhibit B*, as pharmaceuticals ornutritionals for prevention, treatment of, or use in connection with humandiseases in the Metabolic Disease Field.

**             Disclosure Schedule.**  “Disclosure Schedule” shall mean theschedule (dated as of the date of the Agreement) delivered to the Purchaser onbehalf of the Seller, a copy of which is attached to the Agreement andincorporated in the Agreement by reference.
**             Encumbrance.**  “Encumbrance” shall mean any lien, pledge,hypothecation, charge, mortgage, security interest, encumbrance, equity, trust,equitable interest, claim, preference, right of possession, lease, tenancy,license, encroachment, covenant, infringement, interference, Order, proxy,option, right of first refusal, preemptive right, community property interest,legend, defect, impediment, exception, reservation, limitation, impairment,imperfection of title, condition or restriction of any nature (including anyrestriction on the transfer of any asset, any restriction on the receipt of anyincome derived from any asset, any restriction on the use of any asset and anyrestriction on the possession, exercise or transfer of any other attribute ofownership of any asset).

**             Entity.**  “Entity” shall mean any corporation(including any non–profit corporation), general partnership, limitedpartnership, limited liability partnership, joint venture, estate, trust,cooperative, foundation, society, political party, union, company (includingany limited liability company or joint stock company), firm or otherenterprise, association, organization or entity.

**             Governmental Authorization.**  “Governmental Authorization” shall mean any:(a) permit, license, certificate, franchise, concession, approval, consent,ratification, permission, clearance, confirmation, endorsement, waiver,certification, designation, rating, registration, qualification orauthorization issued, granted, given or otherwise made available by or underthe authority of any Governmental Body or pursuant to any Legal Requirement; or(b) right under any Contract with any Governmental Body.

**             Governmental Body.**  “Governmental Body” shall mean any: (a)nation, principality, state, commonwealth, province, territory, county,municipality, district or other jurisdiction of any nature; (b) federal, state,local, municipal, foreign or other government; (c) governmental or quasi–governmentalauthority of any nature (including any governmental division, subdivision,department, agency, bureau, branch, office, commission, council, board,instrumentality, officer, official, representative, organization, unit, body orEntity and any court or other tribunal); (d) multi–national organizationor body; or (e) individual, Entity or body exercising, or entitled to exercise,any executive, legislative, judicial, administrative, regulatory, police,military or taxing authority or power of any nature.

**             Indemnitees.**  “Indemnitees” shall mean the followingPersons: (a) the Purchaser; (b) the Purchaser’s current and future affiliates;(c) the respective Representatives of the Persons referred to in clauses “(a)”and “(b)” above; and (d) the respective successors and assigns of the Personsreferred to in clauses “(a)”, “(b)” and “(c)” above.

**             Legal Requirement.**  “Legal Requirement” shall mean any federal,state, local, municipal, foreign or other law, statute, legislation,constitution, principle of common law, resolution, ordinance, code, edict,decree, proclamation, treaty, convention, rule, regulation, ruling, directive,pronouncement, requirement, specification, determination, decision, opinion orinterpretation issued, enacted, adopted, passed, approved, promulgated, made,implemented or otherwise put into effect by or under the authority of anyGovernmental Body.
**             Liability.** “Liability” shall mean any debt,obligation, duty or liability of any nature (including any unknown,undisclosed, unmatured, unaccrued, unasserted, contingent, indirect,conditional, implied, vicarious, derivative, joint, several or secondaryliability), regardless of whether such debt, obligation, duty or liabilitywould be required to be disclosed on a balance sheet prepared in accordancewith generally accepted accounting principles and regardless of whether suchdebt, obligation, duty or liability is immediately due and payable.

**             License and Sale Agreement.  “**Licenseand Sale Agreement” shall mean that certain License and Sale Agreement by andbetween the Seller and the Purchaser, dated August 10, 1999.

**             Metabolic Disease Field. **“MetabolicDisease Field” means diabetes, insulin resistance, and syndrome X (includinglipid lowering as related to syndrome X).

**             Order.**  “Order” shall mean any: (a) order, judgment,injunction, edict, decree, ruling, pronouncement, determination, decision,opinion, verdict, sentence, subpoena, writ or award issued, made, entered,rendered or otherwise put into effect by or under the authority of any court,administrative agency or other Governmental Body or any arbitrator orarbitration panel; or (b) Contract with any Governmental Body entered into inconnection with any Proceeding.

**             Person.**  “Person” shall mean any individual, Entityor Governmental Body.

**             Pre–Closing Period.**  “Pre–Closing Period” shall mean theperiod from the date of the Agreement through the Closing Date.

**             Proceeding.**  “Proceeding” shall mean any action, suit,litigation, arbitration, proceeding (including any civil, criminal,administrative, investigative or appellate proceeding and any informalproceeding), prosecution, contest, hearing, inquiry, inquest, audit,examination or investigation commenced, brought, conducted or heard by orbefore, or otherwise involving, any Governmental Body or any arbitrator orarbitration panel.

**             Proprietary Asset**.  “Proprietary Asset” shall mean any patent,patent application, trademark (whether registered or unregistered and whetheror not relating to a published work), trademark application, trade name,fictitious business name, service mark (whether registered or unregistered),service mark application, copyright (whether registered or unregistered),copyright application, maskwork, maskwork application, trade secret, know–how,customer list, franchise, system, computer software, invention, design,blueprint, engineering drawing, proprietary product, technology, proprietary rightor other intellectual property right or intangible asset.

**             Related Party.**  Each of the following shall be deemed to bea “Related Party”: (a) each individual who is, or who has at any time been, anofficer of the Seller; (b) each member of the family of each of the individualsreferred to in clause “(a)” above; and (c) any Entity (other than the Seller)in which any one of the individuals referred to in clauses “(a)” and “(b)”above holds or held (or in which more than one of such individuals collectivelyhold or held), beneficially or otherwise, a controlling interest or a materialvoting, proprietary or equity interest.
**             Representatives.**  “Representatives” shall mean officers,directors, employees, agents, attorneys, accountants, advisors and representatives.

**             Seller Proprietary Asset.**  “Seller Proprietary Asset” shall mean anyProprietary Asset  owned by or licensedto the Seller or otherwise used by the Seller.

**             Seller’s 4D Database.**  “Seller’s 4D Database” shall mean theSeller’s relational 4th Dimension database that contains informationand records relating to Seller’s Diabetes Program.

**             Tax.**  “Tax” shall mean any tax (including anyincome tax, franchise tax, capital gains tax, estimated tax, gross receiptstax, value–added tax, surtax, excise tax, ad valorem tax, transfer tax,stamp tax, sales tax, use tax, property tax, business tax, occupation tax,inventory tax, occupancy tax, withholding tax or payroll tax), levy,assessment, tariff, impost, imposition, toll, duty (including any customs duty),deficiency or fee, and any related charge or amount (including any fine,penalty or interest), that is, has been or may in the future be(a) imposed, assessed or collected by or under the authority of anyGovernmental Body, or (b) payable pursuant to any tax–sharingagreement or similar Contract.

**             Tax Return.**  “Tax Return” shall mean any return(including any information return), report, statement, declaration, estimate,schedule, notice, notification, form, election, certificate or other documentor information that is, has been or may in the future be filed with orsubmitted to, or required to be filed with or submitted to, any GovernmentalBody in connection with the determination, assessment, collection or payment ofany Tax or in connection with the administration, implementation or enforcementof or compliance with any Legal Requirement relating to any Tax.

**             Transactional Agreements**.  “Transactional Agreements” shall mean: (a)the Agreement; (b) the Amendment to that certain License and Sale Agreement byand between the Seller and the Purchaser, dated August 10, 1999 ; and (c) theClosing Certificate.

**             Transactions.**  “Transactions” shall mean (a) theexecution and delivery of the respective Transactional Agreements, and(b) all of the transactions contemplated by the respective TransactionalAgreements, including: (i) the sale of the Assets by the Seller to thePurchaser in accordance with the Agreement; and (ii) the performance by theSeller and the Purchaser of their respective obligations under the TransactionalAgreements, and the exercise by the Seller and the Purchaser of theirrespective rights under the Transactional Agreements.

**Exhibit B**

 

**TABLEOF CONTENTS**

 

1.          Saleof Assets; Related Transactions

1.1        Sale of Assets

1.2        Purchase Price

1.3        Liabilities

1.4        Sales Taxes

1.5        Closing

2.          Representations and Warranties of theSeller

2.1        Due Organization

2.2        Assets

2.3        Compliance with Legal Requirements

2.4        Governmental Authorizations

2.5        Proceedings; Orders

2.6        Authority; Binding Nature Of Agreements

2.7        Non–Contravention; Consents

2.8        Brokers

2.9        Full Disclosure

3.          Representations and Warranties of thePurchaser

3.1        Authority; Binding Nature Of Agreements

4.          Pre–Closing Covenants of theSeller

4.1        Access And Investigation

4.2        Filings and Consents

4.3        Notification; Updates to DisclosureSchedule

4.4        No Negotiation

4.5        Best Efforts

4.6        Confidentiality

4.7        Acceptance of Overbid; Right to Respond

4.8        Protection of Assets

5.          Conditions Precedent to thePurchaser’s Obligation to Close

5.1        Accuracy Of Representations

5.2        Performance Of Obligations

5.3        Consents

5.4        Additional Documents

5.5        No Proceedings

5.6        No Prohibition

5.7        Approval Order

6.          Termination

6.1        Termination Events

6.2        Termination Procedures

6.3        Effect Of Termination

6.4        Nonexclusivity Of Termination Rights

6.5        Payment upon Termination

7.          Indemnification,Etc

7.1        Survival Of Representations And Covenants

7.2        Indemnification By The Seller

7.3        Nonexclusivity Of IndemnificationRemedies

7.4        Defense Of Third Party Claims

7.5        Exercise Of Remedies By IndemniteesOther Than Purchaser

8.          Certain Post-Closing Covenants

8.1        Further Actions

8.2        Publicity

8.3        Confidentiality

8.4        License

9.          Miscellaneous Provisions

9.1        Further Assurances

9.2        Fees and Expenses

9.3        Attorneys’ Fees

9.4        Notices

9.5        Time Of The Essence

9.6        Headings

9.7        Counterparts

9.8        Governing Law; Venue

9.9        Successors And Assigns; Parties InInterest

9.10      Remedies Cumulative; Specific Performance

9.11      Waiver

9.12      Amendments

9.13      Severability

9.14      Entire Agreement

9.15      Knowledge

9.16      Survival Of Covenants

9.17      Construction