ASSET PURCHASE AGREEMENT DATED AS OF
AUGUST 23rd, 2011
BY AND AMONG
CREENERGY CORP.
AND
WILLIAM CAMPBELL
AND
SCOTT MC KINLEY
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement, dated as of August 23rd, 2011 (the
"Agreement"), is by and among CREEnergy Corp, a Nevada Corporation (referred to
as "CREN"), CREN Resources Scott McKinley and William Campbell (sometimes
collectively referred to as "SELLERS").
WHEREAS, CREN, and SELLERS, respectively, have each approved, as being
in the best interests of the respective entities, the Acquisition (the
"Acquisition") of certain assets of SELLERS by CREN.
CREN shall acquire from SELLERS the assets listed on Exhibit A in
consideration of 75,000,000 restricted common shares CREN to be conveyed to
SELLERS and finders.
WHEREAS, CREN and SELLERS desire to make certain representations,
warranties, covenants and agreements in connection with the Acquisition and also
to prescribe various conditions to the Acquisition; and
WHEREAS, this Agreement is intended to set forth the terms upon which
SELLERS will irrevocably sell all of their right, title and interest in and to
the assets, whatsoever;
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein, and for
other good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, and intending to be legally bound hereby, the parties do
hereby agree as follows:
ARTICLE I
THE ACQUISITION
SECTION 1.0
CREN agrees to buy and SELLERS agree to sell whatever rights, title or
interests the Sellers have in the assets by Assignment of such assets and
intellectual property as described on Exhibit A hereto, for consideration as
follows:
(a) 75,000,000 restricted common shares of CREN to be conveyed to
Sellers and Finders (collectively).
ARTICLE II
THE CLOSING
SECTION 2.01. Closing.
Unless this Agreement shall have been terminated and the transactions
herein contemplated shall have been abandoned pursuant to Article VIII, and
subject to the satisfaction or waiver of the conditions set forth in Article
VII, the closing of the Acquisition (the "Closing") shall take place as soon as
reasonably practicable (but in no event on written notice of less than two (2)
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business days) after all of the conditions set forth in Article VII are
satisfied or, to the extent permitted thereunder, waived, at the offices of CREN
or at such other time and place as may be agreed to in writing by the parties
hereto (the date of such Closing being referred to herein as the "Closing
Date"), but in no event later than September 5, 2011.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF CREN
Except as set forth in the applicable section of the disclosure
schedule delivered by CREN to SELLERS prior to the execution of this Agreement
(the "CREN Disclosure Schedule"), CREN represents and warrants to SELLERS as
follows:
SECTION 3.01. Organization of CREN; Authority.
CREN is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada. CREN has all requisite corporate
power and corporate authority to enter into the Transaction Documents to which
it is a party, to consummate the transactions contemplated hereby and thereby,
to own, lease and operate its properties and to conduct its business. The
execution, delivery and performance by each of CREN of the Transaction Documents
to which it is a party and the consummation of the transactions contemplated
hereby and thereby have been duly authorized by all necessary corporate action
on the part of CREN, including, without limitation the approval of the board of
directors of CREN. The Transaction Documents have been duly executed and
delivered by each of CREN and, assuming that the Transaction Documents
constitute a valid and binding obligation of the other parties thereto,
constitute a valid and binding obligation of each of CREN, enforceable against
CREN in accordance with its terms.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER
SELLER represents and warrants to CREN as follows:
SECTION 4.01. Authority
SELLERS have all requisite corporate power and corporate authority to
enter into the Transaction Documents, to consummate the transactions
contemplated hereby. The execution, delivery and performance of the Transaction
Documents and the consummation of the transactions contemplated hereby and
thereby have been duly authorized by both SELLERS. The Transaction Documents
have been duly executed and delivered by SELLERS and, assuming that the
Transaction Documents constitute a valid and binding obligation of CREN,
constitute a valid and binding obligation of SELLERS. SELLERS are not in
violation of its organizational documents.
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SECTION 4.02. No Violation; Consents and Approvals.
The execution and delivery by SELLERS of the Transaction Documents does
not, and the consummation of the transactions contemplated hereby and thereby
and compliance with the terms hereof and thereof will not conflict with, or
result in any violation of or default (or an event which, with notice or lapse
of time or both, would constitute a default) under, (a) any Laws applicable to
SELLER or the property or assets of SELLER, or (b) give rise to any right of
termination, cancellation or acceleration under, or result in the creation of
any Lien upon any of the properties of SELLER under, any Contracts to which
SELLER is a party or by which SELLER or any of its assets may be bound, except,
in the case of clauses (a) and (b), for such conflicts, violations or defaults
as to which requisite waivers or consents will have been obtained prior to the
Closing or which, individually or in the SELLER, would not have a Material
Adverse Effect.
SECTION 4.03. Litigation; Compliance with Laws.
There are: (i) no known claims, actions, suits, investigations
or proceedings pending or, to the knowledge of SELLER, threatened against,
relating to or affecting SELLER its business, its assets (excluding the assets
which are a subject of this agreement), or any employee or independent
contractor of SELLER in their capacities as such, and (ii) no orders of any
Governmental Entity or arbitrator are outstanding against SELLER, its business,
its assets, or any employee, officer, director, stockholder, or independent
contractor of SELLER in their capacities as such, or that could prevent or
enjoin, or delay in any respect, consummation of the transactions contemplated
hereby.
SECTION 4.04. No Liens or Encumbrances.
SELLER is conveying the assets free and clear of any liens or
encumbrances incurred or accrued by SELLER warranties and representations that
the assets are being conveyed with good title and free and clear of any Liens or
claims of patent infringement.
SECTION 4.05. SELLER's representations and warranties contained herein
are in regard to SELLER and its assets only. SELLER makes no representation or
warranty whatsoever.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF CREN
CREN represents and warrants to SELLER as follows:
SECTION 5.01. Organization of CREN; Authority.
CREN is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada and has all requisite corporate
power and corporate authority to enter into the Transaction Documents, to
consummate the transactions contemplated hereby and thereby, to own, lease and
operate its properties and to conduct its business. The execution, delivery and
performance by CREN of the Transaction Documents and the consummation of the
transactions contemplated hereby and thereby have been duly authorized by all
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necessary corporate action on the part of CREN, including, without limitation,
the approval of the board of directors of CREN. The Transaction Documents have
been duly executed and delivered by CREN and, assuming that the Transaction
Documents constitute a valid and binding obligation of SELLER, constitute a
valid and binding obligation of CREN. CREN is not in violation of its
organizational documents.
SECTION 5.02. No Violation; Consents and Approvals.
The execution and delivery by CREN of the Transaction Documents does
not, and the consummation of the transactions contemplated hereby and thereby
and compliance with the terms hereof and thereof will not conflict with, or
result in any violation of or default (or an event which, with notice or lapse
of time or both, would constitute a default) under, (a) the terms and conditions
or provisions of the articles of incorporation or by-laws of CREN, (b) any Laws
applicable to CREN or the property or assets of CREN, or (c) give rise to any
right of termination, cancellation or acceleration under, or result in the
creation of any Lien upon any of the properties of CREN under, any Contracts to
which CREN is a party or by which CREN or any of its assets may be bound,
except, in the case of clauses (b) and (c), for such conflicts, violations or
defaults as to which requisite waivers or consents will have been obtained prior
to the Closing or which, individually or in the CREN, would not have a Material
Adverse Effect.
SECTION 5.03. Litigation; Compliance with Laws.
(a) There are: (i) no known claims, actions, suits,
investigations or proceedings pending or, to the knowledge of CREN, threatened
against, relating to or affecting CREN's business, its assets, or any employee,
officer, director, stockholder, or independent contractor of CREN in their
capacities as such, and (ii) no orders of any Governmental Entity or arbitrator
are outstanding against CREN, its business, its assets, or any employee,
officer, director, stockholder, or independent contractor of CREN in their
capacities as such, or that could prevent or enjoin, or delay in any respect,
consummation of the transactions contemplated hereby, except there is a pending
action as listed on Schedule 5.03 (a) hereto.
(b) CREN has complied and is in compliance in all material
respects with all Laws applicable to CREN, its business or its assets. CREN has
not received notice from any Governmental Entity or other Person of any material
violation of Law applicable to it, its business or its assets.
SECTION 5.04. CREN's representations and warranties contained herein are in
regard to CREN and its assets only. SELLER makes no representation or warranty
whatsoever on behalf of SELLER.
ARTICLE VI
ADDITIONAL AGREEMENTS
SECTION 6.01. Legal Conditions to Acquisition; Reasonable Efforts.
Each of SELLERS and CREN shall take all reasonable actions necessary to
comply promptly with all legal requirements which may be imposed on itself with
respect to the Acquisition and will promptly cooperate with and furnish
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information to each other in connection with any such requirements imposed upon
any of them or any of their Subsidiaries in connection with the Acquisition.
SECTION 6.02. Certain Filings.
Each party shall cooperate with the other in connection with the
preparation of public notices. Each party shall consult with the other in
connection with the foregoing and shall use all reasonable commercial efforts to
take any steps as may be necessary in order to obtain any consents, approvals,
permits or authorizations required in connection with the Acquisition.
ARTICLE VII
CONDITIONS OF THE ACQUISITION
SECTION 7.01. Conditions to Each Party's Obligation to Effect the Acquisition.
The respective obligations of each party to effect the Acquisition and
the other transactions contemplated herein shall be subject to the satisfaction
at or prior to the closing date of the following condition of which may be
waived:
(a) No Injunctions or Restraints. No governmental authority of competent
jurisdiction shall have enacted, issued, promulgated, enforced or entered any
statute, rule, regulation, execution order, decree, injunction or other order
(whether temporary, preliminary or permanent) which is in effect and which
materially restricts, prevents or prohibits consummation of the Acquisition or
any transaction contemplated by this Agreement; provided, however, that the
parties shall use their reasonable commercial efforts to cause any such decree,
judgment, injunction or other order to be vacated or lifted.
SECTION 7.02. Additional Conditions of Obligations of CREN.
The obligations of CREN to effect the Acquisition and the other
transactions contemplated by this Agreement are also subject to the satisfaction
at or prior to the Closing Date of the following additional conditions unless
waived by CREN:
(a) Representations and Warranties. The representations and warranties of
SELLERS set forth in this Agreement shall be true and correct in all material
respects (except for those representations and warranties qualified by
materiality, which shall be true and correct in all respects) as of the date of
this Agreement and as of the Closing Date as though made on and as of the
Closing Date, except as otherwise contemplated by this Agreement.
(b) Performance of Obligations of SELLERS. SELLERS shall have performed in
all material respects all conditions, covenants, agreements and obligations
required to be performed by it under this Agreement at or prior to the Closing
Date, and SELLERS shall have provided title evidence on the assets to be
conveyed, satisfactory to CREN.
(c) No Governmental Order or Other Proceeding or Litigation. No order of
any Governmental Entity shall be in effect that restrains or prohibits the
transactions contemplated hereby and by the other Transaction Documents, and no
suit, action or other proceeding by any Governmental Entity shall have been
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instituted or threatened which seeks to restrain or prohibit the transactions
contemplated hereby or thereby.
(d) Access to Information. The public company to be known as Peptide
Technologies Inc. and their advisors will have full access, during normal
business hours of the, to the, "Peptide Intangible Asset: information necessary
for the acquisition. Messrs Campbell and McKinley will deliver to "The said
Public Company." The said public company to be known as Peptide Technologies,
Inc. and to their advisor, shall receive copies of all documents pertaining to
the operations of the "Peptide Intangible Asset." After the completion (signed
by all four parties) of the Asset Purchase Agreement, all documentation to be
held in a safety deposit box at the location of the said Public Company's
auditors, Stafford Chartered Accountants, #350-111 Melville Street, Vancouver,
BC V6E 3V6, the only access to William Campbell and Scott McKinley.
(e) Deliverables of SELLER. At the Closing, SELLER shall have delivered to
CREN:
(i) An Assignment of Interest in the Assets and Intellectual Property
described on Exhibit A;
(f) Deliverables of CREN. At the Closing, CREN shall have delivered to
CREN:
(i) Duly and validly issued, fully paid, and non-assessable stock
certificates for 75 million common "restricted" shares of CREN to SELLER as
they instruct in writing.
(ii) All data, documentation, testing, designs, and protocols
appurtenant to the Assets described on Exhibit A.
SECTION 7.03. Additional Conditions of Obligations of SELLERS.
The obligation of SELLERS to effect the Acquisition and the other
transactions contemplated by this Agreement is also subject to the satisfaction
at or prior to the Closing Date of the following additional conditions unless
waived by SELLERS:
(a) Representations and Warranties. The representations and warranties of
CREN set forth in this Agreement shall be true and correct in all material
respects (except for those representations and warranties qualified by
materiality) as of the date of this Agreement and as of the Closing Date as
though made on and as of the Closing Date, except as otherwise contemplated by
this Agreement.
(b) Performance of Obligations of CREN. CREN shall have performed in all
material respects all conditions, covenants, agreements and obligations required
to be performed by them under this Agreement at or prior to the Closing Date.
(c) No Governmental Order or Other Proceeding or Litigation. No order of
any Governmental Entity shall be in effect that restrains or prohibits the
transactions contemplated hereby and by the other Transaction Documents, and no
suit, action or other proceeding by any Governmental Entity shall have been
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instituted or threatened which seeks to restrain or prohibit the transactions
contemplated hereby or thereby.
(d) Deliveries.
At the Closing, CREN shall have delivered, the consideration
deliverable to SELLERS as set forth in Article 7.02(d)
ARTICLE VIII
TERMINATION AND EXPENSES
SECTION 8.01. Termination.
This Agreement may be terminated at any time prior to the Effective
Time by CREN or SELLERS as set forth below:
(a) by mutual consent of the boards of directors of CREN and SELLERS; or
(b) by CREN upon written notice to SELLERS, if: (A) any condition to the
obligation of CREN to close contained in Article VII hereof has not been
satisfied by closing date (unless such failure is the result of CREN's breach of
any of its representations, warranties, covenants or agreements contained
herein; or
(c) by SELLERS upon written notice to CREN, if: (A) any condition to the
obligation of SELLERS to close contained in Article VII hereof has not been
satisfied by the Closing Date (unless such failure is the result of SELLERS'
breach of any of its representations, warranties, covenants or agreements
contained herein); or
(d) by CREN if the board of directors or special committee of CREN
determines in good faith, based upon the written opinion of its outside legal
counsel, that the failure to terminate this Agreement would constitute a breach
of the fiduciary duties of the CREN board of directors or special committee to
the CREN stockholders under applicable law; or
SECTION 8.02. Fees and Expenses.
(a) Whether or not the Acquisition is consummated, all costs and expenses
incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such expense.
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ARTICLE IX
CONDITIONS PRECEDENT
SECTION 9.01.
The obligation of the public company to be known as Peptide
Technologies Inc. to purchase the "Peptide Intangible Asset" will be subject to
satisfaction of the following conditions within 10 days after execution of this
Agreement.
o Review and approval of all materials in the possession and control of
Messrs Campbell and McKinley which are germane to the decision to
purchase the Property;
o No material adverse change having occurred in connection with the
business of the "Peptide Intangible Asset";
o All representations and warranties of Messrs Campbell and McKinley,
Deborah Fortescue-Merrin, Richard E. Fortescue being true and all
covenants of them having been performed in all material respects of
the Closing;
o No legal proceedings pending or threatened to enjoin, restrict, or
prohibit the transactions contemplated in this Agreement;
o No liens, liabilities, or encumbrances on "Said Assets";
o A satisfactory legal opinion being available from Messrs Campbell and
McKinley's counsel;
o Approval of the Board of Directors of the public company to be known
as Peptide Technologies Inc. being obtained and evidenced in writing
in its proper formal manner.
It would be the expectation of the Purchase that many of the Conditions
Precedent will be narrowed or eliminated altogether as the Purchaser completes
its due diligence and the Formal Agreement and schedules thereto are finalized.
ARTICLE X
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
None of the representations and warranties of the parties set forth in this
Agreement shall survive the Closing. Following the Closing Date with respect to
any particular representation or warranty, no party hereto shall have any
further liability with respect to such representation and warranty. None of the
covenants, agreements and obligations of the parties hereto shall survive the
Closing.
ARTICLE XI
MISCELLANEOUS
SECTION 11.01. Notices.
All notices, requests and other communications to any party hereunder
shall be in writing (including telecopy, telex or similar writing) and shall be
deemed given or made as of the date delivered, if delivered personally or by
telecopy (provided that delivery by telecopy shall be followed by delivery of an
additional copy personally, by mail or overnight courier), one day after being
8
delivered by overnight courier or three days after being mailed by registered or
certified mail (postage prepaid, return receipt requested), to the parties at
the following addresses:
if to CREN or, to:
with a copy to (which shall not constitute notice):
Michael Littman, Esq.
7609 Ralston Road
Arvada, CO 80002
Fax: (303) 431-1567
if to SELLERS, to:
If to Scott McKinley
William Campbell
CREEnergy Corp.
2020 Sherwood Drive, Suite 57113
Sherwood Park, AB T8A 3H9 Canada
or such other address or telex or telecopy number as such party may hereafter
specify for the purpose by notice to the other party hereto.
SECTION 11.02. Amendment; Waiver.
This Agreement may be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may be given, provided that
the same are in writing and signed by or on behalf of the parties hereto.
SECTION 11.03. Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns,
provided that no party shall assign, delegate or otherwise transfer any of its
rights or obligations under this Agreement without the written consent of the
other party hereto.
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SECTION 11.04. Governing Law.
This Agreement shall be construed in accordance with and governed by
the law of the State of Nevada without regard to principles of conflict of laws.
SECTION 11.05. Waiver of Jury Trial.
Each party hereto hereby irrevocably and unconditionally waives any
rights to a trial by jury in any legal action or proceeding in relation to this
Agreement and for any counterclaim therein.
SECTION 11.06. Consent to Jurisdiction.
Each of the Parties hereby irrevocably and unconditionally submits to
the exclusive jurisdiction of any court of the State of Nevada or any federal
court sitting in Nevada for purposes of any suit, action or other proceeding
arising out of this Agreement and the Transaction Documents (and agrees not to
commence any action, suit or proceedings relating hereto or thereto except in
such courts). Each of the Parties agrees that service of any process, summons,
notice or document pursuant to the laws of the State of Nevada shall be
effective service of process for any action, suit or proceeding brought against
it in any such court.
SECTION 11.07. Counterparts; Effectiveness.
Facsimile transmissions of any executed original document and/or
retransmission of any executed facsimile transmission shall be deemed to be the
same as the delivery of an executed original. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
SECTION 11.08. Entire Agreement; No Third Party Beneficiaries; Rights of
Ownership.
Except as expressly provided herein, this Agreement (including the
documents and the instruments referred to herein) constitute the entire
agreement and supersede all prior agreements and understandings, both written
and oral, among the parties with respect to the subject matter hereof. Except as
expressly provided herein, this Agreement is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder. The
parties hereby acknowledge that no person shall have the right to acquire or
shall be deemed to have acquired shares of common stock of the other party
pursuant to the Acquisition until consummation thereof.
SECTION 11.09. Headings.
The headings contained in this Agreement are for reference purposes
only and shall not in any way affect the meaning or interpretation of this
Agreement.
SECTION 11.10. No Strict Construction.
The parties hereto have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises under any provision of this
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Agreement, this Agreement shall be construed as if drafted jointly by the
parties thereto, 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.
SECTION 11.11. Severability.
If any term or other provision of this Agreement is invalid, illegal or
unenforceable, all other provisions of this Agreement shall remain in full force
and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in a manner that is materially adverse to
any party.
SECTION 11.12 Termination of Prior Agreement.
It is agreed that the Asset Purchase Agreement made effective March 31,
2011, by and between CREN and SELLERS is terminated, void and of no effect. CREN
and the SELLERS may and should account separately for any income and expenses
paid and/or received pursuant thereto.
SECTION 11.12 Financing
CREN will provide the necessary financing for the confirmation,
testing, and all other costs of the proving out of the Zebra Mussel Anti-fouling
Peptide. Tentatively, this has been quoted at U.S. $145,000. Tentatively, these
funds shall be available 45 days after the execution of the formal agreement.
SECTION 11.13 Finders/Founders
Richard E. Fortescue and Deborah Fortescue-Merrin shall each be issued
15,000,000 shares from the 75,000,000 share consideration hereinabove set
forth for services rendered as Finder/Founders.
ARTICLE XII
DEFINITIONS
"Agreement" shall have the meaning set forth in the preamble to this
Agreement.
"SELLERS" shall have the meaning set forth in the preamble to this
Agreement.
"Closing" shall have the meaning set forth in Section 2.01 of this
Agreement.
"Closing Date" shall have the meaning set forth in Section 2.01 of this
Agreement.
"Contracts" shall mean all contracts, leases, subleases, notes, bonds,
mortgages, indentures, Permits and Licenses, non-competition agreements, joint
venture or partnership agreements, powers of attorney, purchase orders, and all
other agreements, arrangements and other instruments, in each case whether
written or oral, to which such Person is a party or by which any of them or any
of its assets are bound.
"Effective Time" shall be when all deliveries required under Article
VII have been delivered.
"Governmental Approval" shall mean the consent, approval, order or
authorization of, or registration, declaration or filing with any court,
administrative agency or commission or other Governmental Entity, authority or
instrumentality, domestic or foreign.
"Governmental Entity" means the government of the United States of
America, any other nation or any political subdivision thereof, whether foreign,
state or local, and any agency, authority, instrumentality, regulatory body,
court, tribunal, arbitrator, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.
"Laws" shall mean all foreign, federal, state and local statutes, laws,
ordinances, regulations, rules, resolutions, orders, writs, injunctions,
judgments and decrees applicable to the specified Person and to the businesses
and assets thereof.
"Lien" shall mean any mortgage, pledge, assessment, security interest,
lease, lien, adverse claim, levy, charge or other encumbrance of any kind.
"Person" shall mean any individual, sole proprietorship, partnership,
joint venture, trust, unincorporated organization, limited liability company,
association, corporation, institution, entity, party, Governmental Entity or any
other juridical entity of any kind or nature whatsoever.
"Transaction Documents" shall mean this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Acquisition
Agreement to be duly executed as of the day and year first above written.
CREENERGY CORP., a Nevada Corporation
By: ___________________________________
Shari Sookarookoff, Chief Executive Officer
SELLERS
By: ___________________________________
William Campbell
By: ___________________________________
Scott McKinley
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EXHIBIT A
The Peptide Technology Platforms include, but are not limited to:
o Proteomic research platforms which include proprietary solid phase
media side-chain protected peptide array synthesis
o Peptide libraries
o Combination design techniques
o Peptide molecule modifications
o A proprietary genetic algorithm that designs peptides for goodness of
fit to a target
o Proprietary and patented application platforms, including a viral
vector gene therapy and epitope-mapping based vaccine development
The Peptide IP includes, but is not limited to the peptides listed:
o Zebra Mussel Anti-fouling Peptides
Thirteen Peptides designed to prevent attachment of zebra mussels
to marine surfaces.
o P-glycoprotein Peptides
Eighteen peptides that block P-glycoprotein ability to pump
cancer therapeutic drugs out of tumour cells.
o C5a Peptide
Peptide that stops C5a and prevents septic shock.
o V3 Loop HIV Peptide
A peptide that recognizes structural motif in V3 loop of HIV
based on structural considerations that should work to prevent
viral entry into CD4 cells. The V3 loop of HIV escapes antibodies
generated to the region by frequent mutation since antibodies are
highly sensitive to amino acid replacement. However, the peptide
generated with our algorithm recognizes shape and will work on
all V3 loop variants.
o H1N1 Virus Peptide
9 peptides to three regions to H1N1 virus to screen for
inhibitors of neuraminidase, both proteins which are required for
entry and exit of the virus into and out of target cells.
o H3N2 Virus Peptide
Nine peptides to three regions in HeN2 virus to screen for
inhibitors of neuraminidase or hemagglutinin,both proteins which
are required for entry and exit of the virus into and out of
target c ells.
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o H5N1 Virus Peptide
Nine peptides to three regions in H5N1 virus to screen for
inhibitors of neuraminidase or hemagglutinin, both proteins which
are required for entry and exit of the virus into and out of
target cells.
o H1N1 Hemagglutinin Peptide
Three peptides to H1N1 hemagglutinin
o Neuraminidase Peptide
Thirty-nine peptides designed to bind to the neuraminidase enzyme
in H5N1 virus, preventing the virus from exiting 3 infected cells
and infecting bystander cells.
o Herceptin Peptide
Twelve peptides generated to herceptin (an existing breast cancer
drug) anticancer antibody target in order to identify a highly
specific binding peptide, which will have equal or better
efficacy profile than herceptin.
o HER-2 EGF Peptide
Twelve peptides to HER-2 EGF contact domain, which involves
identifying peptide binder to EGFR, a closely studied target in
anti-tumour therapeutics.
o Teleomerase Peptide
Peptide designed to block interaction of two proteins critical in
inhibiting activity of a protein complex that inhibits
teleomerase with potential to slow down the aging process.
o Mosquito Gut Digestive Enzyme Inhibitor Peptide
Peptide with potential to block mosquito digestive enzymes, a
potential anti-malarial drug
o Combinatorial Library
Designed to generate peptides with cell wall penetrating
sequences capable of killing E.Coli, Klebsiella, and other
hospital acquired infections.
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SCHEDULE 5.03(a)
LITIGATION
On November 22, 2010, the Company was served with a claim filed by a former
director and officer of the Company. The claim, filed in the court of Queen's
Bench of Alberta, Canada, alleges that the former director and officer of the
Company suffered losses and damages as a result of the failure of the Company in
providing him with corporate documents and implementing a change of the board of
directors. The Company has retained legal counsel to address the claim. On
December 8, 2010, the Company filed a Statement of Defense requesting that the
claim be dismissed. In the opinion of management, this claim is without merit
and the Company intends to defend this claim vigorously.