SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): November 7, 2014
REGENICIN, INC.
(Exact name of registrant
as specified in its charter)
| Nevada |
333-146834 |
27-3083341 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 10 High Court, Little Falls, NJ 07424 |
| Address of principal executive offices |
Registrant’s telephone number, including area code: (646)
403-3581
|
________________________________________________
(Former name or former address,
if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] |
Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
|
|
| [ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
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| [ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
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| [ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry Into a Material Definitive Agreement
On November 7, 2014, we entered into an Asset Purchase Agreement
(“the Agreement”) with Amarantus Bioscience Holdings, Inc., (“Amarantus”), Clark Corporate Law Group, LLP
(“CCLG”) and Gordon & Rees, LLP (“Gordon & Rees”). Under the Agreement, we have agreed to sell
to Amarantus: all of our rights and claims in our litigation currently pending in the United States District Court for the District
of New Jersey against Lonza Walkersville, Inc., and Lonza America, Inc. (the “Lonza Litigation”). These include all
of our Cutanagen intellectual property rights and any Lonza manufacturing know-how technology. In addition, we have agreed to sell
our PermaDerm trademark and related intellectual property rights associated with it. The purchase price to be paid by Amarantus
will consist of: (i) $3,500,000 in cash, and (ii) shares of common stock in Amarantus having a value of $3,000,000. A portion of
the cash purchase price has been allocated to CCLG, who is our sole senior secured creditor.
The cash portion of the purchase price will be paid as follows:
At Closing:
$300,000 to Regenicin, Inc.
$200,000 to CCLG
On or before December 31, 2014:
$150,000 to Regenicin, Inc.
$100,000 to CCLG
On January 31, 2015:
$2,550,000 to Regenicin, Inc.
$200,000 to CCLG
We intend to use the net proceeds of the transaction to fund development
of cultured cell technology and to pursue approval of the products through the U.S. Food and Drug Administration.
The payments to CCLG, when completed, will satisfy in full our obligations
owed to CCLG under its secured promissory note. The $3,000,000 in Amarantus common stock was satisfied by the issuance of 37,500,000
shares of Amarantus common stock from Amarantus to Regenicin. In addition to the purchase price, Amarantus will pay Gordon &
Rees $450,000 at closing. The payment to Gordon & Rees will satisfy in full all obligations for litigation fees and costs owed
to Gordon & Rees in connection with the Lonza Litigation.
In addition, we granted to Amarantus an exclusive
five (5) year option to license any engineered skin designed for the treatment of patients designated as severely burned by the
FDA developed by Regenicin. Amrantus can exercise this option at a cost of $10,000,000 USD plus a royalty of 5% on gross revenues
in excess of $150M USD.
The foregoing summary of the material terms of the Agreement and
is not a complete description of its terms. The full text of the Agreement, which is filed herewith as Exhibit 10.1, should be
reviewed in it is entirety for further information.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
REGENICIN, INC.
/s/ Randall McCoy
Randall McCoy
CEO and Director
Date: November 17, 2014
ASSET
PURCHASE AGREEMENT
This
ASSET PURCHASE AGREEMENT, dated November 7, 2014 (the “Agreement”), is by and among Amarantus Bioscience Holdings,
Inc., a Nevada corporation (“Amarantus”), Regenicin, Inc., a Nevada corporation (“Regenicin”), Clark Corporate
Law Group, LLP (fka Cane Clark, LLP, hereinafter “CCLG”), and Gordon & Rees, LLP (“Gordon & Rees”).
The parties identified above are sometimes hereinafter individually referred to as a “Party” and collectively as the
“Parties”.
RECITALS
WHEREAS,
Regenicin has an ongoing lawsuit filed against Lonza Walkersville, Inc.,Lonza Group Ltd., and Lonza America, Inc. (individually
and collectively, “Lonza”), filed in the Superior Court of Fulton County, State of Georgia, which lawsuit was subsequently
removed to the United States District Court for Northern Georgia (CV:1:13-CV-3569), and subsequently transferred to the United
States District Court for New Jersey (CV:1:14-CV-02775) and is currently pending (the “Lonza Litigation”);
and
WHEREAS,
Gordon & Rees represents Regenicin in the Lonza Litigation on a contingent-fee basis;
WHEREAS,
CCLG is the sole senior secured creditor of Regenicin, holding a Convertible Promissory Note dated May 20, 2013 (the “Promissory
Note”) which is secured by all of the assets of Regenicin;
WHEREAS,
Regenicin wishes to sell, and Amarantus wishes to purchase, certain of Regenicin’s Assets (as defined below), upon the terms
and conditions set forth in this Agreement on the Closing Date (as defined in Section 10.1).
In
consideration of the mutual covenants, agreements and representations and warranties contained herein, the parties, intending
to be legally bound hereby, agree as follows:
ARTICLE
I -- Terms of Transaction
1.1
Agreement and Sale. In exchange for the consideration provided in Section 1.2 hereof, Regenicin hereby irrevocably
sells, conveys, transfers, assigns and delivers to Amarantus and its successors and assigns all of Regenicin’s right, title
and interest throughout the world in and to the following, in each case free from any Liens (as defined in Section 2.4):
(a)
all Cutanogen intellectual property rights, including patents, trademarks, know-how, and trade secrets related to or used in connection
with PermaDerm and any other engineered skin technology for the treatment of severe burns in humans (the “PermaDerm Technology”),
including the PermaDerm trademark (PermaDerm®, Serial Number 85081741), and any other trademarks owned by Regenicin and used
in connection with skin replacement technology for the treatment of severe burns in humans, in each case existing as of the Effective
Date; and
(b)
Regenicin’s rights under the Lonza Litigation, and all claims against Lonza that Regenicin may have related to the Lonza
Litigation (collectively, the “Purchased Assets”).
Except
for the Purchased Assets, Amarantus is not acquiring any assets of Regenicin, including, without limitation, any inventory of
Regenicin.
1.2
Purchase Price.
(a)
In exchange for the sale and conveyance of the Purchased Assets as recited in Section 1.1 hereof, and in reliance upon the covenants,
agreements and representations and warranties contained herein, Amarantus shall pay to Regenicin aggregate cash consideration
of US$3,500,000 (Three Million Five Hundred Thousand United States Dollars) (the “Purchase Price”). The Purchase Price
will be paid as follows: on the Closing Date: US$300,000 (Three Hundred Thousand United States Dollars) to Regenicin and US$200,000
(Two Hundred Thousand Dollars) to CCLG; on or before December 31, 2014: US$150,000 (One Hundred Fifty Thousand United States Dollars)
to Regenicin and US$100,000 (One Hundred Thousand Dollars) to CCLG; and on January 31, 2015: US$2,550,000 (Two Million Five Hundred
Fifty Thousand United States Dollars) to Regenicin and US$200,000 (Two Hundred Thousand United States Dollars) to CCLG (the “Payment
Date”).
(b)
Within five (5) business days after the Closing Date, Amarantus also shall provide to Regenicin US$3,000,000 (Three Million United
States Dollars) worth of Amarantus shares whose value shall be determined using the volume weighted share price for the twenty
day period immediately preceding the Closing Date or $0.08, whichever is lower (the “Stock Consideration”). All such
shares shall be issued to Regenicin directly. Following the issuance of the Stock Consideration, Amarantus agrees to fully support
any reasonable request made by Regenicin for assistance and/ or documentation related to the deposit of the Stock Consideration
into Regenicin’s chosen stock account, including but not limited to providing Regenicin with a 144 opinion from Amarantus’
counsel at or after six months from the date of issuance of the Stock Consideration, and providing Regencin with any other documentation
required by its Stock Broker or clearing house for the removal of any restrictive legend and/or the deposit of the Stock Consideration.
The parties agree that a failure to provide such assistance and documentation shall be considered a material breach of this Agreement,
and shall entitle Regenicin to injunctive relief, in addition to any other remedies provided by law.
1.3
Litigation Costs. In addition to the Purchase Price, on the Closing Date Amarantus agrees to pay to Gordon & Rees,
LLP, the sum of US$450,000 (Four Hundred Fifty Thousand United States Dollars) in payment for services rendered by Gordon &
Rees in the Lonza Litigation (the “Litigation Costs”). Gordon & Rees accepts the Litigation Costs payment
in full satisfaction of any amounts owed by Regenicin to Gordon & Rees in connection with the Lonza Litigation that were incurred
prior to the Closing Date.
1.4
No Assumed Liabilities. Amarantus shall not assume or pay, perform, discharge or be responsible for (a) any of the Liabilities
of Regenicin, whether existing at or prior to the Closing Date or arising after the Closing Date, or (b) any of the Liabilities
relating to the Purchased Assets, whether existing at or prior to the Closing Date or arising after the Closing Date but relating
to sales, purchases, events, circumstances, claims or matters that occurred or occur at or prior to the Closing Date, including
in each case of (a) and (b), if imposed or asserted to be imposed by operation of law (collectively, the “Excluded Liabilities”).
Without limiting the generality of the foregoing, it is expressly understood and agreed that (a) the Excluded Liabilities shall
include, without limitation, any accounts payable or any other liabilities or obligations under contracts of Regenicin or its
affiliates, employee liabilities, unfunded pension liabilities, federal or other taxes, any bank debt or other indebtedness, product
liabilities, tort claims or other litigation and environmental liabilities, and (b) the parties intend that Amarantus shall not
be considered a successor to Regenicin by reason of any theory of law or equity. Notwithstanding any other provision contained
herein, Amarantus agrees to accept all liabilities related to the Lonza Litigation and to indemnify and defend Regencin as to
any and all future claims or counterclaims that may be made by Lonza against Regenicin and/or its officers, directors, attorneys,
accountants or affiliates in the Lonza Litigation or that could have been brought as counterclaims within the Lonza Litigation.
Additionally, Amarantus covenants and agrees to include in any settlement of the Lonza Litigation, a complete release of Regenicin
as to any claims, current or future, that may be made by Lonza against Regencin or any of its affiliates, related to the subject
matter of the Lonza Litigation.
For
purposes of this Agreement, “Liability” means any direct or indirect liability, indebtedness, obligation, expense,
debt, claim, loss, tax, damage, deficiency, guaranty or endorsement of any nature, of or by any Person (as defined in Section
2.3 hereof), whether absolute or contingent, known or unknown, secured or unsecured, recourse or non-recourse, filed or unfiled,
accrued or unaccrued, due or to become due, or liquidated or unliquidated.
1.5
Termination of the Promissory Note. As of and at full payment made on the Payment Date, Regenicin and CCLG agree that the
Promissory Note will be terminated, and the payments made by Amarantus to CCLG will be considered to fully satisfy all obligations
of Regenicin under the Promissory Note. CCLG agrees to take all actions set forth in Section 7.10 to release its security interests
in any of the Purchased Assets.
ARTICLE
II – Mutual Representations and Warranties
Each
Party represents and warrants to the other Parties as follows:
2.1
Organization and Standing. It is a corporation or partnership duly organized, validly existing and in good standing under
the laws of the state of its jurisdiction of organization.
2.2
Corporate Power and Authorization. It has the power and authority to execute, deliver and perform its obligations under
this Agreement and any other document, agreement or instrument deemed necessary or convenient by Amarantus to effect the transactions
contemplated by this Agreement (hereinafter collectively referred to as the “Transaction Documents”). The execution,
delivery and performance of each of the Transaction Documents by it have been duly and validly authorized by all necessary corporate
action. Each of the Transaction Documents has been duly executed and delivered by it, and constitutes the legal, valid and binding
obligation of it, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited
by bankruptcy, insolvency, moratorium or other similar laws presently or hereafter in effect relating to or affecting the enforcement
of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law). Neither the execution nor performance of this Agreement by it requires any consent of or notice
to any person or entity.
2.3
No Conflict. The execution, delivery and performance of this Agreement and each of the Transaction Documents by it do not
and will not violate or result in the breach of any term, condition or provision of, or require the consent, approval or authorization
of, or notice to any other individual, governmental authority, partnership, corporation, association, trust, joint venture or
limited liability company (collectively, “Person”) that has not been obtained under: (a) any law, ordinance
or governmental rule or regulation to which it is subject, (b) any judgment, order, writ, injunction, decree or award of any court,
arbitrator or governmental or regulatory official, body or authority that is applicable to it, (c) the organizational documents
of it, or (d) any contract or agreement to which it is a party.
ARTICLE
III
Intentionally
left out
ARTICLE
IV Representations and Warranties of Regenicin
Regenicin
represents and warrants to Amarantus as follows:
4.1
Title to and Adequacy of Purchased Assets.
(a)
Schedule 1.1 sets forth a complete and accurate list of all Trademarks owned or used by Regenicin in connection with the
PermaDerm Technology.
(b)
Regenicin has good and valid title to and unqualified right to use and transfer to Amarantus, all of the Purchased Assets, free
and clear of all liens, claims, prior assignments, mortgages, security interests, and other title retention arrangements, restrictions
or encumbrances whatsoever (collectively, “Liens”), other than the perfected security interest held by CCLG,
or any payment except maintenance fees. Regenicin has not granted any right in the Purchased Assets to any other Person and, to
the best of the Regenicin’s knowledge, no other Person has any right in the Purchased Assets.
(c)
To the knowledge of Regenicin, the use of the Purchased Assets does not infringe or is alleged to infringe or misappropriate any
patent, trademark, service mark, trade name, domain name or other proprietary right of any Person. Regenicin has received no notice
of, and to the best of the Regenicin’s knowledge there is no basis for, any claim or demand of any Person, or any proceeding
that is pending or threatened, which challenge the exclusive rights of Regenicin in respect of any of the Purchased Assets. To
Regenicin’s knowledge, except as claimed in the Lonza Litigation, no other Person infringes or misappropriates any Intellectual
Property among the Purchased Assets.
(d)
Regenicin is the owner of the Trademarks and does not know of any prior use of the Trademarks or any third party claim of any
prior use of the Trademarks or any confusingly similar mark on or in connection with the PermaDerm Technology, and there are no
challenges to Regenicin’s ownership of the Trademarks or Regenicin’s right to assign the Trademark and its associated
goodwill to Amarantus. Regenicin has not abandoned use of the Trademarks and Regenicin has reasonably continuously used the Trademarks
in commerce since its adoption, as set forth in the Trademark registration, in connection with the goods or services listed in
the Trademark registrations.
(e)
Notwithstanding anything contained herein, Regencin specifically disclaims any representation or warranty as to: (1) any asserted
claim of ownership of the Purchased Assets that may be made by Lonza or any of its affiliates; and (2) as to the quality, value
or commerciality of the Knowhow or IP which is the subject of the Lonza Litigation.
4.2
Litigation. Other than the Lonza Litigation and a recently settled suit between Lonza and the original shareholders of
Cutanogen, Regenicin is not aware of any pending action, suit, complaint, claim, investigation, administrative proceeding, arbitration
or other proceeding of or before any Governmental Authority for which Regenicin, its Business or the Purchased Assets are the
subject.
4.3
Brokerage and Transaction Fees. There are no Liabilities for brokerage commissions, finders’ fees or similar compensation
in connection with the transactions contemplated by this Agreement or the other Transaction Documents.
4.4
Disclosure. No representation or warranty contained in Article IV of this Agreement contains any untrue statement of material
fact or omits to state a material fact necessary to make the statements herein not misleading.
ARTICLE
V -- Representations and Warranties of CCLG
CCLG
represents and warrants to Amarantus as follows:
5.1
No Foreclosure. CCLG has not foreclosed on Regenicin’s assets under the Promissory Note.
5.2
Brokerage and Transaction Fees. There are no Liabilities for brokerage commissions, finders’ fees or similar compensation
in connection with the transactions contemplated by this Agreement or the other Transaction Documents.
5.3
Disclosure. No representation or warranty contained in Article V of this Agreement contains any untrue statement of material
fact or omits to state a material fact necessary to make the statements herein not misleading.
ARTICLE
VI Representations and Warranties of Gordon & Rees
Gordon
& Rees represents and warrants to Amarantus as follows:
6.1
Brokerage and Transaction Fees. There are no Liabilities for brokerage commissions, finders’ fees or similar compensation
in connection with the transactions contemplated by this Agreement or the other Transaction Documents.
6.2
Disclosure. No representation or warranty contained in Article VI of this Agreement contains any untrue statement of material
fact or omits to state a material fact necessary to make the statements herein not misleading.
ARTICLE
VII – Additional Covenants
7.1
Trademark Assignment. Promptly after the Payment Date, Regenicin shall deliver to Amarantus a notarized, executed original
of a Trademark Assignment assigning the PermaDerm Trademark to Amarantus in the form attached as Exhibit A.
7.2
Option. During the period from the Closing Date through the fifth anniversary of the Closing Date (the “Option
Period”), Regenicin and/or any other affiliate of Regenicin agrees to grant to Amarantus an exclusive option to acquire
exclusive rights (the “Option”) to any engineered skin technology designed for the treatment of severe burns in humans
developed by or on behalf of Regenicin or its affiliates (“Skin Technology”). Regenicin agrees to use commercially
reasonable efforts to develop such Skin Technology and to keep Amarantus reasonably informed of its progress, including at a minimum,
providing Amarantus with summary annual written reports of Regenicin’s progress toward developing Skin Technology, and any
regulatory milestones achieved by Regenicin. Amarantus may exercise the Option at any time during the Option Period by written
notice to Regenicin. Upon exercise of the Option, the parties would negotiate in good faith the terms of an agreement granting
Amarantus worldwide, exclusive rights to the Skin Technology (including transfer of all regulatory filings owned or controlled
by Regenicin related to the Skin Technology) for a payment of US$10,000,000 (Ten Million United States Dollars), plus a royalty
payment of Five Percent (5%) of any gross revenues over US$150 million.
7.3
Following the Closing Date, Regenicin will not, at any time, use or represent that it is continuing to use the Purchased Assets.
Regenicin will not use, register or attempt to register any domain name, trademark, trade name, logo, service mark or other designation
of origin which includes the term “PermaDerm” (or any variation thereof that is likely to cause confusion) after the
Closing Date. In the event that Regenicin registers or otherwise acquires any rights to any Trademarks or any domain names. If
it is determined that any such trademark or domain name filed by Regenicin is confusingly similar to PermaDerm, upon request from
Amarantus, Regenicin will promptly transfer ownership thereof to Amarantus; provided, however, that Amarantus will prior to such
transfer reimburse Regenicin for the actual documented fees associated with acquiring and transferring ownership of the trademark
or Domain name.
7.4
Regenicin shall not in any manner take any action which is designed, intended or might be reasonably anticipated to have the
effect of adversely affecting the value or reputation of the Purchased Assets or the use by Amarantus of the Purchased Assets.
Neither Regenicin nor any of its affiliates shall, directly or indirectly, make (or cause to be made) to any Person any disparaging,
derogatory or other negative or false statement about Amarantus, the Purchased Assets, or the PermaDerm engineered skin technology;
provided, however , that nothing in this paragraph shall preclude Regenicin or its affiliates from enforcing its rights under
this Agreement or any Transaction Document, or complying truthfully with a legal obligation.
7.5
Neither Amarantus nor any of its affiliates shall, directly or indirectly, make (or cause to be made) to any Person any disparaging,
derogatory or other negative or false statement about Regenicin or Regenicin’s technology; provided, however, that nothing
in this paragraph shall preclude Amarantus or its affiliates from enforcing any of its rights under this Agreement or any Transaction
Document, or complying truthfully with a legal obligation.
7.6
Regenicin shall take whatever actions may be necessary to cause any of its affiliates to adhere to the terms of this Article
VII.
7.7
In the event of any breach or threatened breach by Regenicin, or its affiliates, of any provision of this Article VII,
Amarantus shall be entitled to injunctive or other equitable relief, restraining such party from engaging in conduct that would
constitute a breach of the obligations of Regenicin or its affiliates under this Article VII. Such relief shall be in addition
to and not in lieu of any other remedies that may be available, including an action for the recovery of monetary damages.
7.8
In the event of any breach or threatened breach by Amarantus, or its affiliates, of any provision of this Article VII,
Regenicin shall be entitled to injunctive or other equitable relief, restraining such party from engaging in conduct that would
constitute a breach of the obligations of Amarantus, or its affiliates under this Article VII. Such relief shall be in
addition to and not in lieu of any other remedies that may be available, including an action for the recovery of monetary damages
7.9
Amarantus shall take whatever actions may be necessary to cause all of its affiliates to adhere to the terms of this Article
VII.
7.10 Release
of Security Interests. Promptly after full payment made on the Payment Date, CCLG shall release the security interests and
liens it has under the Promissory Note and Gordon & Rees shall release its security interests under its agreements with Regenicin,
with respect to the Purchased Assets and, if applicable, shall file appropriate UCC termination statements with all appropriate
governmental authorities in each jurisdiction in which such security interest and lien has been recorded terminating said security
interests and liens, so that the Purchased Assets are delivered free and clear of all Liens. Upon release of such lien by CCLG,
Regenicin and Amarantus agree to provide CCLG with a written release and indemnity for any and all further liability or responsibility
under this agreement or as to any related action.
7.11
Lonza Litigation.
(a)
In any settlement of the Lonza Litigation after the Closing Date, Amarantus will obtain from Lonza and its affiliates, a complete
release of Regenicin related to the subject matter of the Lonza Litigation and a complete release as to any future claims made
by Lonza against Regenicin as and for any action done prior to such settlement that relate to the subject matter of the Lonza
Litigation.
(b)
After the Closing Date, Regenicin agrees not to bring any claims against Lonza or its affiliates related to the Lonza Litigation
unless payment is not made as provided in Section 1.2.
(c)
Amarantus agrees not to dismiss the Lonza Litigation until the entire Purchase Price has been paid under this Agreement.
7.12
Consulting and Employment of Regenicin Employees and Directors. Amarantus may, at its discretion, engage certain of Regenicin’s
employees and directors in an individual capacity to assist Amarantus in the research, development and commercialization of PermaDerm
and any other skin substitute products, including: Craig Eagle and Randall McCoy for clinical development services. Regenicin
hereby consents to the performance of such services by such employees and directors of Regenicin. All compensation related to
such consulting activities paid to such individuals would be negotiated between Amarantus and each individual. Amarantus shall
be free to continue engaging such employees or directors as either consultants or employees of Amarantus, and nothing in this
Agreement or the APA shall restrict Amarantus from engaging such Regenicin employees or directors as consults or employing such
Regenicin employees or directors. Further, Amarantus may appoint, at Amarantus’ sole discretion, Dr. Joseph Rubinfeld to
Amarantus’s Board of Directors. Regenicin agrees that such an appointment is acceptable to Regenicin, and that Dr. Rubinfeld
would retain his position on Regenicin’s Board of Directors.
ARTICLE
VIII -- Indemnification
8.1
Regenicin shall indemnify Amarantus and its affiliates and each of their respective stockholders, officers, directors, managers,
members, employees, agents, partners, representatives, successors and assigns (collectively, the “Amarantus Indemnified
Parties”) and save and hold each of them harmless from and against and pay on behalf of or reimburse such Amarantus
Indemnified Parties as and when incurred for any Amarantus Damages, which any such Amarantus Indemnified Party may suffer, sustain
or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (a) any breach by Regenicin
of any representation or warranty made by Regenicin in this Agreement, (b) any non-fulfillment or breach of any covenant, agreement
or other provision by Regenicin under this Agreement or any other Transaction Document, or (c) any Excluded Liability. As used
herein, “Amarantus Damages” means any and all claims, Liabilities, losses, damages, costs and expenses, including
court costs and reasonable attorneys’ fees and expenses (including any such fees and expenses incurred by a Amarantus Indemnified
Party to assume the defense of any third party litigation or other claim against it that is subject to the foregoing indemnification).
8.2
Amarantus shall indemnify Regenicin and its affiliates and each of their respective stockholders, officers, directors, managers,
members, employees, agents, partners, representatives, successors and assigns (collectively, the “Regenicin Indemnified
Parties”) and save and hold each of them harmless from and against and pay on behalf of or reimburse such Regenicin
Indemnified Parties as and when incurred for any Regenicin Damages, which any such Regenicin Indemnified Party may suffer, sustain
or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (a) any breach by Amarantus
of any representation or warranty made by Amarantus in this Agreement, (b) any non-fulfillment or breach of any covenant, agreement
or other provision by Amarantus under this Agreement or any other Transaction Document, (c) the use of the Purchased Assets after
the Closing Date except to the extent relating to an Excluded Liability or the negligence or willful misconduct of a Regenicin
Indemnified Party, and (d) from the Closing Date, any claim or counterclaims brought by Lonza against Regenicin under the Lonza
Litigation or that could have been brought as a counterclaim under the Lonza Litigation. As used herein, “Regenicin Damages”
means any and all claims, Liabilities, losses, damages, costs and expenses, including court costs and reasonable attorneys’
fees and expenses (including any such fees and expenses incurred by a Regenicin Indemnified Party to assume the defense of any
third party litigation or other claim against it that is subject to the foregoing indemnification).
8.3
Any indemnification provided for herein shall be effected by wire transfer of immediately available funds to an account(s) designated
by the applicable Indemnified Party , within ten (10) days after the final determination of the indemnification amount.
ARTICLE
IX -- Additional Agreements
9.1
Further Assurances.
(a)
At reasonable times and upon reasonable notice, upon request of Amarantus or Regenicin, as the case may be, and without further
consideration, Regenicin or Amarantus shall deliver to the other all further deeds, bills of sale, endorsements, assignments,
financing or other statements, agreements and other instruments of conveyance, transfer, assignment and delivery and all powers
of attorney, and otherwise provide assistance, as may be required or reasonably requested for the better conveyance, transfer,
assignment or delivery of the Purchased Assets, including to enforce and protect the right, title and interest in and enjoyment
of all of the Intellectual Property and associated rights assigned, transferred and conveyed to Amarantus pursuant to this Agreement,
or otherwise to effectuate all of the transactions contemplated by this Agreement.
(b)
Purchase Price Allocation. After the Closing, the parties shall make consistent use of the allocation of the Purchase Price
among the Purchased Assets based on the reasonable judgment of Amarantus (the “Allocation”), for all tax purposes
and in all filings, declarations and reports with the Internal Revenue Service (“IRS”) in respect thereof,
including the reports required to be filed under Section 1060 of the United States Internal Revenue Code. Amarantus shall prepare
and deliver IRS Form 8594 to Regenicin within seventy-five (75) days after the Payment Date to be filed with the IRS. In any proceeding
related to the determination of any tax, neither Amarantus nor Regenicin shall contend or represent that the Allocation is not
a correct allocation. Nothing contained herein shall be construed to allow Amarantus to provide or file any form (1099 or otherwise)
with the IRS for CCLG with regard to the payment of the balance due on Regenicin’s Note owed to CCLG.
9.2
Public Announcements. No Party will release or permit to be released any press release, public announcement or other publicity
regarding this Agreement or the transactions contemplated hereby, except with the prior written consent of the other Parties or
as otherwise required by law.
9.3
Expenses. Except as otherwise expressly provided herein, each party hereto shall pay its own expenses, including, without
limitation, the fees and expenses of its counsel, incurred in connection with this Agreement and the transactions contemplated
hereby.
ARTICLE
X -- Closing
10.1
Closing. The closing (the “Closing”) for the consummation of the transactions contemplated by this Agreement
shall be deemed effective as of 12:01 a.m. ET on November [6], 2014 (the “Closing Date”).
10.2
Deliveries at Closing. At Closing, in addition to the other actions contemplated elsewhere herein,
(a)
Each Party shall execute and deliver to the other Parties electronically, an executed copy of the signature page of this Agreement
(b)
Regenicin shall deliver to Amarantus such files, documents and personal property in whatever form or media relating to the Purchased
Assets as may be required hereunder (including as necessary any bill of sale.)
(c)
Amarantus shall deliver to Regenicin:
(i)
the portion of the Purchase Price due Regenicin as of the Closing Date; and
(d)
Amarantus shall deliver to CCLG:
(i)
the portion of the Purchase Price due CCLG as of the Closing Date.
(e)
Amarantus shall deliver to Gordon & Rees:
(i)
the Litigation Costs set forth in Section 1.3.
ARTICLE
XI -- Miscellaneous
11.1
Governing Law; Dispute Resolution.
(a)
The Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the
State of Nevada over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and
each Party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto
may be heard and determined in such courts. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable
law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any
defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such
dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(b)
Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding
by the mailing of a copy thereof in accordance with the provisions of Section 11.4.
11.2
Entire Agreement. This Agreement, including the Schedule and Exhibits hereto, contains the entire Agreement between the
parties hereto with respect to the subject matter hereof. All representations, promises and prior or contemporaneous understandings
between the parties with respect to the subject matter hereof are merged into and expressed in this instrument, and any and all
prior agreements between the parties with respect to the subject matter hereof are hereby terminated and cancelled.
11.3
Survival. All representations and warranties by the parties hereto contained in this Agreement shall survive the Closing
under this Agreement.
11.4
Notices. All notices, consents or other communications required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given when delivered personally, delivery charges prepaid, or three business
days after being sent by registered or certified mail (return receipt requested), postage prepaid, or one business day after being
sent by a nationally recognized express courier service, postage or delivery charges prepaid, to the parties at their respective
addresses stated below. Any party may change its address for notice and the address to which copies must be sent by giving notice
of the new address to the other parties in accordance with this Section 11.4, except that any such change of address notice
shall not be effective unless and until received.
(a) Amarantus:
Amarantus
Biosciences Holdings, Inc.
c/o
Janssen Labs @ QB3
953
Indiana St.
San
Francisco, CA 94107
Phone:
408 737 2734
Fax:
408 521 3636
Attention:
Gerald Commissiong, President & CEO
Copy
to:
Jeffrey
Fessler, Esq.
Sichenzia
Ross Friedman Ference LLP
1065
Avenue of the Americas
New
York, New York 10006
Phone:
(212) 930-9700
Facsimile:
(212) 930-9725
(b) RGIN:
Regenicin,
Inc.
10
High Court
Little
Falls, NJ 07424
Phone: 973-557-8914
Facsimile:
Attn: Randy
McCoy
(c) CCLG:
Clark
Corporate Law Group, LLP
3273
E Warm Springs Rd
Las
Vegas, NV 89120
Phone: 702-312-6255
Facsimile:
702-944-7100
Attn: Bryan
Clark
(d) Gordon
& Rees:
Gordon
& Rees, LLP
The
Pinnacle Building
3455
Peachtree Road, Suite 1500
Atlanta,
GA 30326
Phone: 404-869-9054
Facsimile:
678-389-8475
Attn: Paul
M. Spizzirri
11.5
Waivers. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed
as a waiver of any subsequent breach.
11.6
Assignment; Binding Effect; Benefits. No party hereto shall assign this Agreement or any rights hereunder, or delegate
any obligations hereunder, without the prior written consent of the other parties hereto. This Agreement shall inure to the benefit
of the parties hereto, and shall be binding upon the parties hereto and their respective permitted successors and assigns. Nothing
in this Agreement, express or implied, is intended to confer on any person other than the parties hereto, or their respective
permitted successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
11.7
Counterparts. This Agreement may be executed in two or more counterparts, all of which shall constitute one and the same
instrument.
[signature
page follows]
IN
WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the day and year first above written.
AMARANTUS
BIOSCIENCE HOLDINGS, INC.
By:
/s/ Gerald Commissiong
Name:
Gerald Commissiong
Title:
President & CEO |
REGENICIN,
INC.
By:
/s/ Randall E. McCoy
Name: Randall E. McCoy
Title: CEO/Chairman |
CLARK
CORPORATE LAW GROUP
By:
/s/ Clark Corporate Law Group
Name:
Authorized Signatory
Title: Manager |
GORDON
& REES, LLP
By:
/s/ Paul M. Spizzirri
Name:
Paul M. Spizzirri
Title: Partner |
[signature
page to Asset Purchase Agreement]
Schedule
1.1
Intellectual
Property
Trademarks:
PermaDerm (Registration No. 4018174)
Exhibit
A
Trademark
Assignment
[attached
on next page]
TRADEMARK
ASSIGNMENT
WHEREAS,
Regenicin, Inc., a Nevada corporation (“Assignor”), has adopted, is using, or intends to use the following trademarks,
and is the owner of the following United States trademark registrations or applications for registration in the U.S. Patent and
Trademark Office.
Trademark Reg.
No. Reg. Date
PermaDerm 4018174 August
30, 2011
WHEREAS,
Amarantus Bioscience Holdings, Inc., a Nevada corporation (“Assignee”), desires to acquire the trademarks and their
registrations or applications for registration as successor to the business of the Assignor to which the marks relate;
NOW,
THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, Assignor hereby assigns to Assignee
all right, title and interest in and to the trademarks and registrations or applications for registration, together with the goodwill
of the business symbolized by the trademarks and registrations or applications for registration thereof.
Effective
as of November 7, 2014, and executed on November 7, 2014.
Regenicin,
Inc. (“Assignor”)
Name:
Title:
Regenicin (CE) (USOTC:RGIN)
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