Asset Purchase Agreement (stock for assets) by bobzepfel


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									                            ASSET PURCHASE AGREEMENT

       THIS ASSET PURCHASE AGREEMENT ("Agreement"), made as of the ____ day
of           , by and among     ("Buyer"), and                  ("Company").

       Buyer desires to acquire all of the assets of Company in exchange solely for
shares of Class A common shares of                   . stock, on the terms and conditions
hereinafter set forth.

       Company is engaged in the business of developing
                                                (the "Business");

       NOW, THEREFORE, in consideration of the premises and of the mutual covenants
hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as

         l.   Acquisition of Stock. On the Closing Date (as hereinafter defined), the
Company shall convey, transfer and assign, upon the terms and conditions herein set forth, to
Buyer, free and clear of all liens, security interests, pledges, claims and encumbrances of
every kind, nature and description, and Buyer shall accept from the Company, all of the
assets of Company in exchange for a total of                         shares of Common Stock of
Buyer (hereinafter called the "Buyer Stock") to be delivered at the Closing to the Company
in the amount set forth herein.

                 1.1    Assets of Company. The assets of Company includes all intellectual
property including, but not limited to, patents, inventions, patent applicati ons, know-how,
trade secrets, copyrights, trademarks, trademark applications, and know-how' and trade;
secrets that Company presently owns, has rights to acquire, or acquires in the future (by
whatever means, including by creation, invention, assignment or operation of law)
concerning or relating to genetic data and software applications that generate such data,
including all                                               . Without in any way limiting the
scope of this assignment, the intellectual property assigned herein includes the following
software applications and any data they generate or have generated that can be considered
intellectual property:

        2.      Representations and Warranties of Company and the Shareholders with Respect
to Company. As material inducement to Buyer to enter into this Agreement and to close
hereunder, the Company, on its own behalf and the behalf of its shareholders, hereby jointly and
severally make the following representations, warranties and agreements to and with Buyer: That
the assets of the Company are free and clear of all liens, security interests, pledges, claims and
encumbrances of every kind, nature and description.

        3.       Representations and Warranties of Buyer. As material inducement to Company
to enter into this Agreement, Buyer makes the following representations and warranties to
               3.1      Corporate Status and Authority; Outstanding Stock. Buyer is a corporation
duly organized, validly existing and in good standing under the laws of the State of
and has the corporate power to acquire the stock to be acquired hereunder. Buyer has, and will
continue to have at all times until Closing hereunder, a sufficient number of authorized but
unissued shares of Common Stock to be able to issue all of the              shares of Buyer Stock
which are to be issued hereunder. The execution, delivery and performance of this Agreement by
Buyer have been duly authorized by all necessary corporate action on the part of Buyer, and this
Agreement constitutes the valid and binding obligation of Buyer, enforceable against it in
accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency,
moratorium and other similar laws affecting creditors' rights generally and by general principles
of equity, whether considered in a proceeding at law or in equity.

               3.2     Status of Buyer Stock.        The shares of Buyer Stock, when issued
pursuant to the terms of this Agreement, will be duly authorized, validly issued and outstanding,
fully paid and non-assessable.

                 3.3    Agreement Not in Breach of Other Instruments Affecting Buyer. The
execution and delivery of this Agreement and the consummation of the transactions provided for
herein by Buyer do not and will not, with or without the giving of notice, the lapse of time or
both, result in the breach of any of the terms and provisions of, or constitute a default under, or
conflict with, or cause any acceleration of any obligation of Buyer under, any agreement,
indenture or other instrument by which Buyer is bound, Buyer's Articles of Incorporation or
Bylaws, any judgment, decree, order or award of any court, governmental body, or arbitrator, or
any applicable law, rule or regulation.

        4.      Continuation and Survival of Representations and Warranties.          All
representations and warranties made in this Agreement shall continue to be true and correct at
and as of the Closing Date and at all times between the signing of this Agreement and the
Closing Date. If any party hereto shall learn of a representation or warranty being or becoming
untrue at or prior to Closing, such party shall promptly give notice thereof to all of the other
parties hereto. All representations and warranties contained herein shall surviv
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