Janus Resources, Inc. (Form: 8-K, Received: 07/18/2013 14:33:33)

UNITED STATES

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

July 12, 2013

Date of Report (Date of earliest event reported)

Janus Resources, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-30156

(Commission File Number)

98-0170257

(I.R.S. Employer Identification No.)

430 Park Ave.

Suite 702

New York, New York 10022

(Address of principal executive offices)

(800) 755-5815

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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.

Asset Purchase Agreement

On July 12, 2013, Janus Resources, Inc. (the “ Company ”) and its wholly owned subsidiary, Janus Acquisition Corp., a Nevada corporation (“ JAC ”), entered into an asset purchase agreement (the “ Asset Purchase Agreement ”) with Dr. Jörg Gerlach, MD, PhD, pursuant to which JAC purchased all of Dr. Gerlach’s rights, title and interest into a treatment methodology for skin isolation, spraying and associated equipment for the regeneration of human skin cells (collectively, the “ Cell Deposition Device ”). Pursuant to the terms of the Asset Purchase Agreement, upon the closing of the transaction, as further described in the Asset Purchase Agreement, the Company will pay Dr. Gerlach an agreed upon sum and issue to Dr. Gerlach a Series A Stock Purchase Warrant (the “ Warrant ”) to purchase shares of the Company’s common stock through July 11, 2019. An additional agreed upon sum will be paid to Dr. Gerlach upon the Company attaining certain milestones related to the Cell Deposition Device.

The foregoing is only a summary of the material provisions of the Asset Purchase Agreement, it may not contain all of the information that is important to you and it is qualified in its entirety by reference to a redacted version of the Asset Purchase Agreement itself, which is attached as Exhibit 10.1 hereto and is incorporated herein. In addition to filing this Current Report on Form 8-K, the Company intends to file a confidential treatment request with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended, and Rule 24-b2 of the Securities Exchange Act of 1934, as amended, to obtain confidential treatment for certain portions of the Asset Purchase Agreement.

The shares issuable upon exercise of the Warrant vest in arrears in five equal installments on the anniversary date of the closing as set forth in the Asset Purchase Agreement, subject to Dr. Gerlach meeting certain milestones. Subject to the terms of the Asset Purchase Agreement, the Company has undertaken to register for resale with the Securities and Exchange Commission the shares issuable upon exercise of the Warrant within six months following the closing of the acquisition and to keep the registration statement effective until the earlier of (i) 24 months after that date or (ii) the date on which the shares underlying the warrants may be resold without restriction pursuant to Rule 144.

The foregoing is only a summary of the material provisions of the Warrant, it may not contain all of the information that is important to you and it is qualified in its entirety by reference to the Warrant itself, which is attached as Exhibit 4.1 hereto and is incorporated herein. In addition to filing this Current Report on Form 8-K, the Company intends to file a confidential treatment request with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended, and Rule 24-b2 of the Securities Exchange Act of 1934, as amended, to obtain confidential treatment for certain portions of the Warrant.

Section 2 – Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

On July 12, 2013, the Company completed the acquisition of the Cell Deposition Device from Dr. Gerlach, as further described in Item 1.01 – Asset Purchase Agreement and incorporated in its entirety herein.

Item 9.01 Financial Statements and Exhibits

In reviewing the agreements included as exhibits to this Current Report on Form 8-K , please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

·	should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

·	have been expressly qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement and are not included in this Current Report on Form 8-K;

·	may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

·	were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about us may be found elsewhere in this Current Report on Form 8-K and our other public filings, which are available without charge through the SEC’s website at http://www.sec.gov .

Exhibit Number		Description

4.1		Series A Common Stock Purchase Warrant.*

10.1		Asset Purchase Agreement between Janus Resources, Inc., Janus Acquisition Corp. and Jörg Gerlach, MD, PhD dated as of June 21, 2013 and entered into as of July 12, 2013.*

* Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and the omitted material has been separately filed with the Securities and Exchange Commission.

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 on July 18, 2013.

	Janus Resources, Inc.

	By:	/s/ Rhonda B. Rosen
		Name: Rhonda B. Rosen
		Title: President and Chief Executive Officer

EXHIBIT 4.1

NEITHER THIS SECURITY NOR ANY SECURITIES WHICH MAY BE ISSUED UPON EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY U.S. STATE OR OTHER JURISDICTION OR ANY EXCHANGE OR SELF-REGULATORY ORGANIZATION, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SUCH OTHER LAWS AND REQUIREMENTS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR LISTING OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION AND/OR LISTING REQUIREMENTS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH WILL BE REASONABLY ACCEPTABLE TO THE COMPANY.

JANUS RESOURCES, INC.

SERIES A COMMON STOCK PURCHASE WARRANT

No. A- 0001

Date: July 12, 2013

Janus Resources, Inc., a Nevada corporation (the “ Company ”), hereby certifies that Jorg C. Gerlach , its permissible transferees, designees, successors and assigns (collectively, the “ Holder ”), for value received, is entitled to purchase from the Company at any time and from time to time commencing on the date first appearing above (the “ Issuance Date ”), up to and through 12:01a.m. (EST) July 11, 2019 (the “ Termination Date ”) up to [****] shares (each, a “ Share ” and collectively the “ Shares ”) of the Company’s common stock, par value $0.00001 (the “ Common Stock ”), subject to the vesting milestones set forth in Section 5 , at an exercise price per Share of [****] (the “ Exercise Price ”). The number of Shares purchasable hereunder and the Exercise Price are subject to adjustment as provided in Section 4 hereof.

This Warrant is being issued pursuant to the terms of that certain Asset Purchase Agreement (the “ Asset Purchase Agreement ”) dated as of June 21, 2013, between Company and Holder. Capitalized but undefined terms used herein shall have the meaning set forth in the Asset Purchase Agreement.

1.	Method of Exercise; Payment.

(a) Exercise. The purchase rights represented by this Warrant may be exercised, either for cash or on a cashless basis, pursuant to Section 1(b) , by the Holder, in whole or in part, at any time, or from time to time, by the surrender of this Warrant (with the notice of exercise form (the “ Notice of Exercise ”) attached hereto as Exhibit A duly executed) at the principal office of the Company, and by payment to the Company of an amount equal to the Exercise Price multiplied by the number of the Shares being purchased, which amount may be paid, at the election of the Holder, by wire transfer or certified check payable to the order of the Company. The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised.

(b) Cashless Exercise. This Warrant shall also be exercisable by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A) , where:

(A) = the average of the high and low trading prices per share of Common Stock on the Trading Day preceding the date of such election as quoted on the OTC Markets Group Inc. QB tier (the “ OTCQB ”), or if the Common Stock is not then quoted on the OTCQB, then on such market or interdealer quotation system the Common Stock is then traded or quoted on;

(B) = the Exercise Price of this Warrant; and

(X) = the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant and the Notice of Exercise.

(c) Stock Certificates. In the event of any exercise of the rights represented by this Warrant, as promptly as practicable after this Warrant is surrendered and delivered to the Company along with all other appropriate documentation on or after the date of exercise and in any event within ten (10) days thereafter, the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of Shares issuable upon such exercise. In the event this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of Shares for which this Warrant may then be exercised.

(d) Taxes. The issuance of the Shares upon the exercise of this Warrant, and the delivery of certificates or other instruments representing such Shares, shall be made without charge to the Holder for any tax or other charge in respect of such issuance.

Warrant.

(a) Transfer and Replacement. Subject to compliance with applicable securities laws, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit B duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. The Holder consents that the Company may, if it desires, permit the transfer of this Warrant out of the Holder’s name only when the Holder’s request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Securities Act of 1933, as amended (the “ Securities Act ”), or any applicable state “blue sky” laws. At any time prior to the exercise hereof, this Warrant may be exchanged upon presentation and surrender to the Company, alone or with other warrants of like tenor of different denominations registered in the name of the same Holder, for another warrant or warrants of like tenor in the name of such Holder exercisable for the aggregate number of Shares as the warrant or warrants surrendered.

(b) Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss, theft, or destruction, upon delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Warrant, the Company, at its expense, will execute and deliver in lieu thereof, a new Warrant of like tenor.

(c) Cancellation. Payment of Expenses. Upon the surrender of this Warrant in connection with any transfer, exchange or replacement as provided in this Section 2 , this Warrant shall be promptly canceled by the Company. The Holder shall pay all taxes and all other expenses (including legal expenses, if any, incurred by the Holder or transferees) and charges payable in connection with the preparation, execution and delivery of Warrants pursuant to this Section 2 .

(d) Warrant Register. The Company shall maintain, at its principal executive offices (or at the offices of the transfer agent for the Warrant or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant (the “ Warrant Register ”), in which the Company shall record the name and address of the person in whose name this Warrant has been issued, as well as the name and address of each transferee and each prior owner of this Warrant.

3.	Rights and Obligations of Holders of this Warrant.

The Holder of this Warrant shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or in equity; provided, however, that in the event any certificate representing shares of Common Stock or other securities is issued to the holder hereof upon exercise of this Warrant, such holder shall, for all purposes, be deemed to have become the holder of record of such Common Stock on the date on which this Warrant, together with a duly executed Notice of Exercise, was surrendered and payment of the aggregate Exercise Price was made, irrespective of the date of delivery of such Common Stock certificate.

4.	Adjustments.

During the Exercise Period, the Exercise Price and the number of Warrant Shares shall be subject to adjustment from time to time as provided in this Section 4 .

(a) Subdivision or Combination of Common Stock. If the Company at any time subdivides (by any stock split, stock dividend, recapitalization, reorganization, reclassification or otherwise) the shares of Common Stock acquirable hereunder into a greater number of shares, then, after the date of record for effecting such subdivision, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced. If the Company at any time combines (by reverse stock split, recapitalization, reorganization, reclassification or otherwise) the shares of Common Stock acquirable hereunder into a smaller number of shares, then, after the date of record for effecting such combination, the Exercise Price in effect immediately prior to such combination will be proportionately increased.

(b) Voluntary Reduction of Exercise Price by the Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company, without changing the number of shares then issuable upon exercise of this Warrant.

(c) Reclassification, Merger or Sale. If the Company sells all, or substantially all, of its property to any other corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive cash, stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such transaction, lawful provision shall be made so that each Holder shall have the right thereafter to receive, upon the exercise hereof, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such consolidation or merger, or of the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred, as the case may be, which the Holder would have been entitled to receive upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer, if such Warrant had been exercised immediately prior to such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer. In any such case, appropriate adjustments (as determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth in this Warrant (including the adjustment of the Exercise Price and the number of Shares issuable upon the exercise of the Warrants) to the end that the provisions set forth herein shall thereafter be applicable, as near as reasonably may be, in relation to any shares or other property thereafter deliverable upon the exercise of the Warrants as if the Warrants had been exercised immediately prior to such capital reorganization, reclassification of capital stock, such consolidation, merger, sale, conveyance, lease or other transfer and the Warrant Holders had carried out the terms of the exchange as provided for by such capital reorganization, consolidation or merger. The Company shall not affect any such capital reorganization, consolidation, merger or transfer unless, upon or prior to the consummation thereof, the successor corporation or the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred shall assume by written instrument the obligation to deliver to each Holder such shares of stock, securities, cash or property as in accordance with the foregoing provisions such Holder shall be entitled to purchase.

(d) Distribution of Assets. In case the Company shall declare or make any distribution of its assets (including cash) to holders of Common Stock as a partial liquidating dividend, by way of return of capital or otherwise, then, after the date of record for determining shareholders entitled to such distribution, but prior to the date of distribution, the Holder shall have the right to exercise this Warrant within fourteen (14) calendar days prior to the date of such distribution of any or all of the shares of Common Stock subject hereto, to receive the amount of such assets which would have been payable to the holder had such holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such distribution. If Holder does not exercise the Warrant pursuant to this Section 4(d) , Holder shall have no rights to any distributions.

(e) Notice of Adjustment. Upon the occurrence of any event which requires any adjustment of the Exercise Price, then, and in each such case, the Company shall give notice thereof to the holder of this Warrant, which notice shall state the Exercise Price resulting from such adjustment and the increase or decrease in the number of Warrant Shares purchasable at such price upon exercise, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Such calculation shall be certified by the Chief Financial Officer of the Company.

(f) Minimum Adjustment of Exercise Price. No adjustment of the Exercise Price shall be made in an amount of less than 1% of the Exercise Price in effect at the time such adjustment is otherwise required to be made, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustments so carried forward, shall amount to not less than 1% of such Exercise Price.

(g) No Fractional Shares. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but the Company shall round up the number of shares to the issued.

(h) Other Notices. In case at any time:

(i)	the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;

(ii)	the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;

(iii)

there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all its assets to, another corporation or entity; or

(iv)	there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company;

then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least fourteen (14) days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

(i) Certain Events. If any event occurs of the type contemplated by the adjustment provisions of this Section 4 but not expressly provided for by such provisions, the Company will give notice of such event as provided in Section 8 hereof, and the Company’s Board of Directors will make an appropriate adjustment in the Exercise Price and the number of shares of Common Stock acquirable upon exercise of this Warrant so that the rights of the holder shall be neither enhanced nor diminished by such event.

5.	Vesting of Warrants.

(a) Subject to the earlier termination of this Warrant as provided in Section 5(b) the Shares issuable upon exercise of this Warrant in accordance with the terms hereof shall vest as follows:

(i)

[****];

(ii)

[****];

(iii)

[****];

(iv)

[****];

(v)

[****];

All determinations and calculations with respect to the satisfaction of the conditions to the vesting of any of the foregoing Shares shall be made by the Board of Directors of the Company or any committee thereof to which the Board of Directors has delegated such authority, in good faith in accordance with applicable law, the Articles of Incorporation and By-laws of the Company, in its sole discretion, and shall be final, conclusive and binding on all persons, including Holder, its permitted transferees, and the personal representative of its estate.

(b) In the event of a Re-conveyance of Acquired Assets, this Warrant may only be exercised as to those Shares which have vested as of the date immediately preceding the date of the Re-conveyance of Acquired Assets, in accordance with Section 5 (a) above. Anything herein to the contrary notwithstanding, as of the date of the date of the Re-conveyance of Acquired Assets, no further Shares will vest hereunder.

Legends.

Prior to issuance of the shares of Common Stock underlying this Warrant, all such certificates representing such shares shall bear a restrictive legend to the effect that the Shares represented by such certificate have not been registered under the Securities Act, and that the Shares may not be sold or transferred in the absence of such registration or an exemption therefrom, such legend to be substantially in the form of the bold-face language appearing at the top of Page 1 of this Warrant.

7.	Disposition of Warrants or Shares.

The Holder of this Warrant, each transferee hereof and any holder and transferee of any Shares, by his or its acceptance thereof, agrees that no public distribution of Warrants or Shares will be made in violation of the provisions of the Securities Act. Furthermore, it shall be a condition to the transfer of this Warrant that any transferee thereof deliver to the Company his or its written agreement to accept and be bound by all of the terms and conditions contained in this Warrant. Except as provided in the Asset Purchase Agreement, the Company has no obligation or intention to register for resale either this Warrant or the shares issuable upon exercise thereof.

Notices.

Except as otherwise specified herein to the contrary, all notices, requests, demands and other communications required or desired to be given hereunder shall only be effective if given in writing by certified or registered U.S. mail with return receipt requested and postage prepaid; by private overnight delivery service (e.g. Federal Express); by facsimile transmission (if no original documents or instruments must accompany the notice); or by personal delivery. Any such notice shall be deemed to have been given (a) on the business day immediately following the mailing thereof, if mailed by certified or registered U.S. mail as specified above; (b) on the business day immediately following deposit with a private overnight delivery service if sent by said service; (c) upon receipt of confirmation of transmission if sent by facsimile transmission; or (d) upon personal delivery of the notice. All such notices shall be sent to the following addresses (or to such other address or addresses as a party may have advised the other in the manner provided in this Section 8 ):

If to the Company:

Janus Resources, Inc.

430 Park Avenue

Suite 702

New York, NY 10022

President and Chief Executive Officer

If to the Holder:

Jörg C. Gerlach, MD, PhD

Notwithstanding the time of effectiveness of notices set forth in this Section 8 , a Notice of Exercise shall not be deemed effectively given until it has been duly completed and submitted to the Company together with this original Warrant and payment of the Exercise Price in a manner set forth in this Section 8 .

9.	Limitation on Exercise.

Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.99% of the total number of the then issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Holder may waive the restriction in whole or in part upon and effective after 61 days prior written notice to the Company to change the beneficial ownership to 9.99%, but not in excess thereof. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company.

10.	Governing Law.

This Agreement shall be governed by and construed solely and exclusively in accordance with and pursuant to the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby expressly and irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement shall be brought solely in a federal or state court located in the City of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located in the City of New York, New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York. The parties hereto expressly and irrevocably waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable counsel fees and disbursements.

11.	Successors and Assigns.

This Warrant shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

12.

Headings.

The headings of various sections of this Warrant have been inserted for reference only and shall not affect the meaning or construction of any of the provisions hereof.

13.	Severability.

If any provision of this Warrant is held to be unenforceable under applicable law, such provision shall be excluded from this Warrant, and the balance hereof shall be interpreted as if such provision were so excluded.

14.	Modification and Waiver.

This Warrant and any provision hereof may be amended, waived, discharged or terminated only by an instrument in writing signed by the Company and the Holder.

15.	Specific Enforcement.

The Company and the Holder acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Warrant were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Warrant and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which either of them may be entitled by law or equity.

16.	Assignment.

This Warrant may be transferred or assigned, in whole or in part, at any time and from time to time by the then Holder by submitting this Warrant to the Company together with a duly executed Assignment in substantially the form and substance of the Form of Assignment which accompanies this Warrant as Exhibit B hereto, and, upon the Company’s receipt thereof, and in any event, within five (5) business days thereafter, the Company shall issue a Warrant to the Holder to evidence that portion of this Warrant, if any as shall not have been so transferred or assigned.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF , the Company has caused this Warrant to be duly executed, manually or by facsimile, by one of its officers thereunto duly authorized.

	Janus Resources, Inc.

Date: July 12, 2013	By:	/s/ Rhonda B. Rosen
		Name: Rhonda B. Rosen
		Title: President and Chief Executive Officer

EXHIBIT 10.1

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the “ Agreement ”) by and among Janus Resources, Inc., a Nevada corporation (the “ Parent ”), Janus Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of the Parent (“ Buyer ”) and Jörg Gerlach, MD, PhD, an individual having a place of residence at [•] (the “ Seller ”), is entered into as of June 21, 2013. The Parent, the Buyer and the Seller together may be referred to herein as the “ Parties ” and each of them may be referred to herein as a “ Party .”

RECITALS

WHEREAS , the Seller is the owner of certain patent applications and related foreign patent applications originally currently owned by Seller, together with related rights filed or issued for the Cell Deposition Device, a treatment methodology for skin isolation, spraying and associated equipment for the regeneration of human skin cells (collectively, the “ Cell Deposition Device ”); and

WHEREAS , the Seller wishes to sell all of his right, title and interest in and to the Cell Deposition Device and related assets described herein to Buyer and Buyer wishes to purchase such assets from the Seller;

NOW THEREFORE , in consideration of the foregoing and of the following covenants, the sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Sale of Assets .

1.1. Purchase and Sale of Assets . The Seller hereby agrees to sell, transfer and deliver to Buyer at Closing (as defined below), and the Buyer agrees to purchase and pay for, all of Seller’s right, title and interest in and to the Cell Deposition Device including, but not limited to (to the extent applicable): (a) provisional patent applications, patent applications, patents, and related foreign patents and applications, licenses and related rights listed on Schedule 1.1(a) hereto and (i) all causes of action (whether currently pending, filed, or otherwise) and other enforcement rights under the patents including, without limitation, all rights to sue, to countersue and to pursue damages, injunctive relief, and any other remedies of any kind for past, current and future infringement; (ii) all rights to recover and collect settlement arrangements, license payments (including lump sum payments), royalties and other payments due now or hereafter due or payable with respect thereto, under or on account of any of the patents or any of the foregoing and (iii) any and all privileges, including the benefit of all attorney-client privilege and attorney work product privilege (the “ Patents Rights ”); (b) the trademarks, service marks, trade names and logos listed on Schedule 1.1(b) hereto (the “ Trademark Rights ”); (c) all rights, claims, credits, judgments, choses in action, rights of set-off or rights for past, present or future infringement against third parties relating to the Patents Rights; (d) the agreements listed on Schedule 1.1(d) hereto (the “ Assumed Contracts ”); (e) the prototype devices and representative custom or modified equipment listed in Schedule 1.1(e) hereto; (f), all notes, ideas, schematics, designs, engineering and marketing information and data, codes, project plans, techniques, methodologies, software, applications, research results, and milestones related to the Cell Deposition Device including without limitation those items listed in Schedule 1.1(f) ; (g) all records, data, results, patient files, historical samples, and clinical trial results relating to the foregoing, including without limitation those items listed in Schedule 1.1(g) ; (h) all fabrication items, shop drawings, patterns, molds, and jigs related to the Cell Deposition Device, including without limitation those items listed in Schedule 1.1(h) ; (i) the other assets listed in Schedule 1.1(i) and (j) all Intellectual Property (as defined below), related to any of the foregoing, including the right to file any continuations, continuations-in-part, revisions, extensions and reexaminations thereof, and statutory invention registrations with respect to any Intellectual Property and any Confidential Information (as defined below) provided to the Buyer or Parent by the Seller related to the Cell Deposition Device or any of the other Acquired Assets (as defined below). All of the foregoing are referred to herein as the “ Acquired Assets .”

1.2. Consideration .

(a) The purchase price (the “ Purchase Price ”) of the Acquired Assets shall consist of the following:

(i) [****] (the “ Cash Portion ”); and

(ii) a stock purchase warrant entitling Seller to purchase up to [****] shares of the Parent’s common stock, par value $0.00001 (“ Parent’s Common Stock ”) at an exercise price of [****] per share, substantially in the form of Exhibit 1.2 attached hereto (the “ Warrant ”).

(b) The Cash Portion of the Purchase Price consists of:

(i) an initial payment of [****] (the “ Initial Payment ”) to be made at the Closing; and

(ii) an aggregate of [****] (the “ Deferred Cash Purchase Price ”) payable on such subsequent dates (each a “ Deferred Payment Date ”) and only upon satisfaction of the associated milestone set forth in this Section 1.2(b) . For purposes of this Section 1.2(b) , the term “ Buyer ” shall include Buyer and all third parties Buyer has engaged or is otherwise collaborating with for the research, development and commercialization of the Cell Deposition Device.

(1) [****];

(2) [****];

(3) [****];

(4) [****]; and

(5) [****].

Anything herein to the contrary notwithstanding no installment of the Purchase Price is due and payable in the event that the associated milestone achievement is not realized within 60 months of the Closing Date, as defined below.

1.3. Closing . Subject to satisfaction of the conditions in Section 4 , the closing of the sale and purchase of the Acquired Assets under this Agreement (the “ Closing ”) shall occur at a place mutually acceptable to the Buyer and the Seller at 9:00 a.m. ET on June 24, 2013, or such other date that is mutually acceptable to the Seller, the Parent, and the Buyer (the “ Closing Date ”). All transactions which are to take place at the Closing shall be considered to have taken place simultaneously and no delivery or payment shall be considered to have been made until all the transactions have been completed. Title to, ownership of, control over and risk of loss of the Acquired Assets shall pass to Buyer effective as of 11:59 p.m. on the Closing Date unless otherwise provided herein.

1.4. Seller’s Deliveries at Closing . On the Closing Date the Seller shall execute and deliver or cause to be executed and delivered to the Buyer: (a) the Bill of Sale substantially in the form set forth in Exhibit 1.4(a) hereto; (b) an Assignment and Assumption Agreement substantially in the form set forth in Exhibit 1.4(b) hereto; (c) an Assignment of Patents substantially in the form set forth in Exhibit 1.4(c) hereto; (d) an Assignment of Trademarks substantially in the form set forth in Exhibit 1.4(d) attached hereto; (e) a Disclaimer of Ownership substantially in the form set forth in Exhibit 1.4(e) executed by such parties as Buyer requests; (f) a Statement of Disclosure substantially in the form set forth in Exhibit 1.4(f) ; and (g) any other instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary to vest in Buyer the sole right, title and interest in and to the Acquired Assets set forth herein, including without limitation the written consents and confirmations set forth in Section 4.1 . The Bill of Sale, the Assignment and Assumption Agreement, the Assignment of Patents, and the Assignment of Trademarks, as executed and delivered by the Seller are herein collectively referred to as the “ Seller Transaction Documents .” All tangible assets included in the Acquired Assets shall be delivered by Seller to Buyer to one or more locations specified by the Buyer and title and risk of loss shall pass to Buyer on the Closing Date. Seller shall provide Buyer with reasonable assistance in arranging for the shipment of tangible Acquired Assets to one or more locations specified by the Buyer.

1.5. Buyer’s Deliveries at Closing . On the Closing Date, (a) the Buyer shall pay to the Seller the Closing Cash Purchase Price by wire transfer of immediately available funds in accordance with written wiring instructions provided by the Seller to the Buyer at least two (2) Business Days prior to the Closing Date and (b) the Buyer shall execute and deliver or cause to be executed and delivered to the Seller (i) the Bill of Sale; (ii) the Assignment and Assumption Agreement; (iii) the Assignment of Patents; (iv) the Assignment of Trademarks and (v) the Warrant. The Bill of Sale, the Assignment and Assumption Agreement, the Assignment of Patents, the Assignment of Trademarks and the Warrant, as executed and delivered by the Buyer, or the Parent as applicable, are herein collectively referred to as the “ Buyer Transaction Documents ”).

1.6. Obligations on the Deferred Payment Date . On the Deferred Payment Date Buyer shall pay the Deferred Cash Purchase Price due on such date by wire transfer of immediately available funds in accordance with the wire instructions of which Seller may notify Buyer as provided for herein. In the event that the Deferred Cash Purchase Price is not paid on the Deferred Payment Date, the Seller shall have the remedies set forth in Section 7 of this Agreement.

2. Representations and Warranties .

2.1. Representation and Warranties of the Seller . The Seller hereby represents and warrants to the Buyer as follows:

2.1.1. Legal Capacity and Power . The Seller has the requisite legal capacity, power and authority to enter into and perform under, this Agreement and each of the Seller Transaction Documents. This Agreement and each of the Seller Transaction Documents is a valid and binding obligation of the Seller, enforceable against the Seller in accordance with the terms thereof except as may be limited by applicable federal or state bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally.

2.1.2. Ownership of Assets . The Seller has good and marketable title to the Acquired Assets, free and clear of any and all mortgages, liens, encumbrances, pledges and security interests (collectively, “ Encumbrances ”). All pre-existing Encumbrances in or on the Acquired Assets shall, as of the Closing Date, have been released and discharged.

2.1.3. Brokers and Finders . The Seller has not incurred or taken any action that may give rise to any liability for brokerage fees, commissions or finder’s fees in connection with the transactions contemplated by this Agreement. To the extent that the Seller incurs any such fees, the payment thereof is the sole responsibility of the Seller.

2.1.4. Non-contravention . Neither the execution and delivery of this Agreement and the Seller Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, will (i) violate any constitution, statute, regulation, rule to which Seller is subject or, to the knowledge of the Seller, any injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which Seller is subject, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, license, employment policy, instrument, or other arrangement to which Seller is a party or by which he is bound or to which any of the Acquired Assets is subject (or result in the imposition of any security interest upon any of the Acquired Assets).

2.1.5. Legal Compliance . The Seller has (a) complied with all laws (including rules, regulations and codes) and with all plans, injunctions, judgments, orders, decrees, agreements, rulings and charges thereunder in each case applicable to the Acquired Assets or to the Seller’s business to the extent involving the Acquired Assets and (b) to the best of Seller’s knowledge, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice has been threatened, filed or commenced against the Seller relating to or involving the Acquired Assets.

2.1.6. No Litigation . Except as set forth on Schedule 2.1.6 , there is no legal action or other suit or proceeding initiated by any governmental agency, or court or by any person or entity pending or, to the knowledge of the Seller, threatened (a) under or in respect of any of the Acquired Assets, or (b) which questions the legality or propriety of the transactions contemplated by this Agreement.

2.1.7. Intellectual Property .

(a) “ Intellectual Property ” means the following, as such may exist in all countries and territories worldwide and under any international convention: (i) inventions (whether or not reduced to practice), all improvements thereto; (ii) trademarks and all goodwill associated therewith; (iii) works of authorship; (iv) trade secrets; (v) business information, confidential or otherwise (including ideas, research and development, know how, technical data, engineering and design information, customer and supplier lists, pricing and cost information, schematics, and business and marketing plans and proposals); (vi) databases; (vii) other proprietary rights; (viii) all registrations and applications therefore (as applicable) pertaining to the foregoing and (ix) all patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof, and statutory invention registrations.

(b) The Seller owns, or has the right to use pursuant to license, sublicense, agreements or other permission, the Intellectual Property transferred under this Agreement as part of the Acquired Assets. To the best of the Seller’s knowledge, the Intellectual Property transferred under this Agreement as part of the Acquired Assets will be owned or available for use by Buyer on identical terms and conditions immediately subsequent to the Closing. The Seller has taken all reasonable action to maintain and protect each item of Intellectual Property owned or used by the Seller and related to the Acquired Assets, including the use of work-for-hire and confidentiality agreements with all of its employees and independent contractors who created such Intellectual Property during the period that the Seller owned the Acquired Assets.

(c) To the best of Seller’s knowledge, the Seller’s use of the Acquired Assets has not interfered with, infringed upon, misappropriated, or otherwise conflicted with any Intellectual Property of any other person and the Seller has never received any legal charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation or violation (including any claim that the Seller must license or refrain from using any Intellectual Property rights of any other person) alleging such interference, which, in the opinion of Seller, would materially adversely affect Seller’s title to the Acquired Assets. To the best of Seller’s knowledge, no other person has interfered with, infringed upon, misappropriated or otherwise conflicted with any Intellectual Property rights included in the Acquired Assets.

(d) Set forth on Schedule 1.1(a) is (i) a list of each registration which has been issued to the Seller with respect to any of the Seller’s Intellectual Property related to the Acquired Assets, the date of issuance of each registration and the item of Intellectual Property to which each registration corresponds; (ii) a list of each pending application for registration which has been made with respect to any of the Intellectual Property owned or used in connection with the Acquired Assets by Seller, the date of each application and the item of Intellectual Property which is referenced in each application; (iii) a list of each material license, agreement or other permission which has been granted to any other person with respect to the Intellectual Property related to the Acquired Assets (together with any exceptions) and the date of each license, agreement or permission and the item of Intellectual Property which is the subject of each license, agreement or permission and (iv) a list of each unregistered or unregistrable material item of Intellectual Property related to the Acquired Assets. With respect to each item of Intellectual Property set forth on Schedule 1.1(a) :

(i) the Seller possesses all right, title and interest in and to the item free and clear of all Encumbrances, subject to the rights, if any, of third parties specified in Schedule 2.1.7 hereto. Attached hereto as Schedule 2.1.7 is a description of licenses and materials granted or transferred by prior owners of the Acquired Assets to third parties. To the best of Seller’s knowledge, none of the grants or transfers to the third parties listed on Schedule 2.1.7 are evidenced by a signed agreement (the Seller has delivered to the Buyer all unsigned drafts of writings addressed to the third parties);

(ii) the item is not subject to any outstanding injunction, judgment, order, decree, ruling, charge or other restriction of any authority;

(iii) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or, to the best of Seller’s knowledge, threatened which challenges the legality, validity, enforceability, use, or ownership of the item; and

(iv) the Seller has not agreed to indemnify any other person for or against any interference, infringement, misappropriation or other conflict with respect to the item.

(e) Set forth on Schedule 1.1(b) is a list of each material item of Intellectual Property related to the Acquired Assets that any other person owns and that the Seller uses pursuant to license, sublicense, agreement or permission. With respect to each item of Intellectual Property set forth on Schedule 1.1(b) :

(i) To the best of Seller’s knowledge, the license, sublicense, agreement or permission covering the item is legal, valid, binding, enforceable and in full force and effect, will continue to be legal, valid, binding, enforceable and in full force and effect following the consummation of the transactions contemplated by this Agreement, and Seller has fulfilled all obligations of Seller thereunder;

(ii) The Seller is not and, to the best of Seller’s knowledge, no other party to the license, sublicense, agreement or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification or acceleration thereunder;

(iii) The Seller has not, and to the best of Seller’s knowledge, no other party to the license, sublicense, agreement or permission has repudiated any provision thereof;

(iv) The item is not subject to any outstanding injunction, judgment, order, decree, ruling, charge or restriction of any authority;

(v) No action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand is pending or, to the best of Seller’s knowledge, threatened which challenges the legality, validity or enforceability of the item; and

(vi) The Seller has not granted any sublicense or similar right with respect to the license, sublicense, agreement or permission.

2.1.8. Assumed Contracts . The Seller has delivered to Buyer a correct and complete copy of each Assumed Contract, as amended to date, and to the best of the Seller’s knowledge, the Assumed Contracts represent all of the contracts and agreements related to the Acquired Assets to which the Seller is a party. To the best of Seller’s knowledge, there are no other agreements that limit the rights set forth in the Assumed Contracts. With respect to each Assumed Contract: (i) the Assumed Contract is legal, valid, binding and enforceable against the Seller and, to the Seller’s knowledge, the other parties thereto and is in full force and effect; (ii) the Assumed Contract will continue to be legal, valid, binding, enforceable and in full force and effect to the same extent on identical terms following the consummation of the transactions contemplated hereby; (iii) the Seller is not, and to the best of Seller’s knowledge, no other party is in breach or default, and to the best of Seller’s knowledge no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification or acceleration, under the Assumed Contract and (iv) to the best of Seller’s knowledge, no person has repudiated any provision of the Assumed Contract.

2.1.9. Accuracy and Completeness of Acquired Assets . Schedules 1.1(a) through 1.1(d) are accurate and complete in all respects to the best of Seller’s knowledge. To the best of Seller’s knowledge, the Acquired Assets include all assets, equipment, Intellectual Property, contracts, agreements, records, materials and other information of Seller related to Seller’s Cell Deposition Device and otherwise required in connection with the continued development of the Cell Deposition Device.

2.1.10. No Third Party Interests in the Cell Deposition Device . No person or entity other than the Seller has any right title or interest in the Cell Deposition Device. Schedule 2.1.10 contains a true and complete copy of all documentation assigning the interests of any third party in and to the Acquired Assets to the Seller.

2.1.11. Full Disclosure . No representation, warranty, covenant or agreement made by the Seller in this Agreement or in any statement, certificate, instrument or other document or item furnished or delivered or to be furnished or delivered to the Buyer pursuant to this Agreement or in connection with the transactions covered by this Agreement contains or will contain any false or misleading statement of a material fact, or omit any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading.

2.1.12. Disclaimer . Notwithstanding anything in this Agreement to the contrary, the Seller makes no, and hereby disclaims any, representation or warranty to the Buyer with respect to any warranty of merchantability or fitness for a particular purpose with respect to the Patent Rights set forth on Schedule 1.1(a) .

2.2. Representations and Warranties of the Buyer and Parent . The Buyer and Parent each hereby severally and not jointly represents and warrants to the Seller as follows:

2.2.1. Organization and Authorization . (i) Each of the Parent and the Buyer is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with all requisite corporate power and authority to enter into this Agreement and the transaction contemplated hereby; (ii) the execution, delivery and performance of this Agreement and each of the Parent and the Buyer Transaction Documents has been authorized by all necessary corporate action of Buyer and the Parent and (iii) this Agreement and each of the Buyer Transaction Documents is a valid, binding obligation of Buyer, or the Parent, as the case may be, enforceable in accordance with its terms except as may be limited by applicable federal or state bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally.

2.2.2. Brokers and Finders . Other than fees due and payable to Vector Asset Management, Inc., the Buyer has not incurred any broker or finder fees or incurred any liability for brokerage fees, commissions or finder’s fees in connection with the transactions contemplated by this Agreement. The Buyer is solely responsible for the fees which may be due Vector Asset Management, Inc. upon the consummation of this Agreement.

2.2.3. Non-contravention . Neither the execution and delivery of this Agreement and the Buyer Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, will (i) violate any constitution, statute, regulation, rule to which Buyer is subject or, to the knowledge of the Buyer, any injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which Buyer is subject, or any provision of the Buyer’s Article of Incorporation or By-laws, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Buyer is a party or by which it is bound or to which any of the Acquired Assets is subject (or result in the imposition of any security interest upon any of the Acquired Assets).

2.2.4. SEC Reports; Financial Statements . The Buyer has filed all required forms, reports and documents with the Securities and Exchange Commission (“ SEC ”) since January 1, 2013, (“ Buyer SEC Reports ”), each of which complied at the time of filing in all material respects with all applicable requirements of the Securities Act and the Securities Exchange Act of 1934 (the “ Exchange Act ”), as applicable, in each case as in effect on the dates such forms reports and documents were filed. None of the Buyer SEC Reports contained, when filed, an untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein in light of the circumstances under which they were made not misleading, except to the extent superseded by a Buyer SEC Report filed subsequently and prior to the date hereof. Except as publicly disclosed by the Buyer since the filing of its last SEC Report, there have been no events, changes or effects with respect to the Buyer which the Buyer (i) was required to publicly disclose, in a filing with the SEC or otherwise, or (ii) which would reasonably be expected to have a material adverse effect on the Buyer. The consolidated financial statements of the Buyer included in the Buyer SEC Reports have been prepared in all material respects in accordance with United States generally accepted accounting principles (“ GAAP ”) consistently applied and maintained throughout the periods indicated and fairly present the consolidated financial position of the Buyer and its consolidated subsidiaries at their respective dates and the results of the consolidated results of operations and changes in financial position of the Buyer and its consolidated subsidiaries for the periods covered thereby (subject to normal year-end adjustments and except that unaudited financial statements do not contain all required footnotes).

2.2.5. Issuance of the Warrant . The Warrant has been duly authorized by the Parent and, when issued in accordance with the Warrant, the shares issued pursuant to the Warrant (the “ Warrant Shares ”) will be duly and validly issued, fully paid and nonassessable, free and clear of all liens. The Parent has reserved from its duly authorized capital stock the number of Warrant Shares issuable upon exercise of the Warrant in full.

2.2.6. Review of Schedules Buyer hereby represents and warrants that it has reviewed the schedules completed by the Seller and attached hereto and, to the extent desired, has had the opportunity to make any inquiries of the Seller regarding the matters set forth thereon.

3. General Indemnification Obligations .

3.1.1. The Seller shall indemnify and defend the Buyer and the Parent and hold the Buyer and the Parent harmless from and against any and all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, diminution of value, penalties, fines, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, costs, expenses and fees, including court costs and reasonable attorneys’ fees and expenses (collectively, “ Adverse Consequences ”) arising out of, resulting from, relating to, in the nature of or caused by any misrepresentation or breach of any representation, warranty, covenant or agreement made by the Seller in this Agreement or in any statement, certificate, instrument or other document or item furnished or delivered or to be furnished or delivered by the Seller to Buyer pursuant to this Agreement or in connection with the transactions contemplated by this Agreement.

3.1.2. The Buyer and the Parent shall indemnify and defend the Seller and hold the Seller harmless from and against any and all Adverse Consequences arising out of, resulting from, relating to, in the nature of or caused by any misrepresentation or breach of any representation, warranty, covenant or agreement made by the Buyer or the Parent in this Agreement or in any statement, certificate, instrument or other document or item furnished or delivered or to be furnished or delivered by Buyer to the Seller pursuant to this Agreement or in connection with the transactions contemplated by this Agreement.

3.1.3. A party seeking indemnification pursuant to this Section (an “ Indemnified Party ”) shall give notice to the party from whom such indemnification is sought (the “ Indemnifying Party ”) of the assertion of any claim, or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought pursuant to this Section (a “ Claim ”) as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to damages for which indemnification may be sought under this Section (but in any event on or prior to the applicable expiration date described below in Section 10 ) which contains (i) a description and the amount of any damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Section and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such damages; provided, however that any delay or failure of any Indemnified Party with regard to notifying any Indemnifying Party of any Claim shall not relieve the Indemnifying Party from any liability hereunder except to the extent that the defense of such action is prejudiced by such delay or failure to notify or promptly notify. Within 15 days after delivery of a notice of a Claim, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the damages claimed (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the damages claimed, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the damages claimed and a reasonable explanation of the basis therefor (the “ Agreed Amount ”) (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (III) contest that the Indemnified Party is entitled to receive any of the damages claimed and a reasonable explanation of the basis therefor. If the Indemnifying Party in such response contests the payment of all or part of the damages claimed, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. Any survival period time limitation specified in Section 10 below shall not apply to a Claim which has been the subject of notice from the Indemnified Party to the Indemnifying Party given prior to the expiration of such period. After such notice, if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, then the Indemnifying Party shall be entitled, if it so elects, (i) to take control of the defense and investigation of such lawsuit or action (provided such defense and investigation are pursued in a diligent and professional manner); (ii) to employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party’s cost, risk, and expense unless the named parties to such action or proceeding include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party and (iii) to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld. In the event the Indemnifying Party does assume the defense of such Claim as provided above, the Indemnified Party shall have the right to fully participate in such defense (including engaging attorneys of its own choice), at its sole expense, and the Indemnifying Party (and its chosen attorneys) shall keep the Indemnified Party (and its attorneys) reasonably informed and shall reasonably cooperate with the Indemnified Party (and its attorneys) in connection with such participation. If the Indemnifying Party fails to assume the defense of such claim within 15 days after receipt of the notice of a Claim, the Indemnified Party against which such Claim has been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake, at the Indemnifying Party’s cost and expense, the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Indemnifying Party (which defense shall be pursued in a diligent and professional manner); provided, however, that such Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnified Party assumes the defense of the Claim, the Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any action effected pursuant to and in accordance with this Section for any final judgment (subject to any right of appeal), and the Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any damages by reason of such settlement or judgment.

3.1.4. For purposes of this Section, including the determination of Claims by Buyer, any and all references to “material” limitations or limitations as to “ knowledge ” in Seller’s representations and warranties, while being taken into account for purposes of determining whether a breach has occurred giving rise to a Claim by Buyer for Adverse Consequences for which Buyer is to be indemnified, shall be disregarded for purposes of calculating the amount of said Claim.

3.1.5. Neither party shall be required to indemnify the other party pursuant to this Section unless or until the aggregate monetary amount of Adverse Consequences exceeds $10,000.00 (the “ Basket ”) following which the Indemnifying Party shall be required to indemnify the Indemnified Party (subject to the Indemnity Cap) only for the monetary amounts of Adverse Consequences in excess of the Basket.

3.1.6. No party shall be required to indemnify the other party for an aggregate amount of Adverse Consequences in excess of the lesser of: (i) the amount of the Cash Portion that Buyer has paid to the Seller pursuant to Section 1.3(b) as of the date of the Claim, or (ii) $200,000 (the “ Indemnity Cap ”).

3.1.7. In no event shall the provisions of this Section in any way modify or otherwise limit the rights or remedies available to any of the parties with regard to a claim of fraud. The parties shall be entitled as a result of misrepresentation, breach or default under this Agreement, to pursue any and all non-monetary relief to which any of them may otherwise be entitled at law, in equity or otherwise.

3.1.8. The amount of damages payable by an Indemnifying Party under this Section shall be (a) reduced by any insurance proceeds actually received by the Indemnified Party with respect to the claim for which indemnification is sought, (b) reduced by any amounts recovered from any third parties, by way of indemnification or otherwise, with respect to the claim for which indemnification is sought and (c) any tax benefits actually received by the Indemnified Party or for which the Indemnified Party is eligible on account of the matter resulting in such damages or the payment of such damages. Each Indemnified Party shall, as soon as is reasonably practicable and commercially feasible, make application for such insurance procedures referred to in clause (a) above. Except with regard to compensation for claims paid to third parties, damages payable by an Indemnifying Party under this Section shall not include punitive damages or any special or indirect damages or any damages that are consequential in nature such as lost profits, diminution in value, damage to reputation and the like. Except as set forth in this Agreement, none of the Seller, the Parent or the Buyer are making any representation, warranty, covenant or agreement with respect to the matters contained herein. Provided that the Buyer has complied with all of the provisions of the this Section 3 , Buyer shall have the right to off-set or set-off any payment due pursuant to this Agreement against any other payment to be made pursuant to this Agreement or otherwise (including against indemnification payments). Except for breaches of Sections 1.2 or 1.7 by Buyer or the Parent, as the case may be, indemnification under this Section shall be the exclusive means of recovery by either the Buyer, the Parent, or the Seller and, as applicable, its officers, directors and shareholders against the other party for any breach or violation, or alleged breach or violation, of the representations, warranties, covenants and agreements under this Agreement and shall be in lieu of any other common law or statutory rights or remedies.

4. Conditions to Closing .

4.1. Seller’s Closing Condition . The Seller’s obligation to consummate the transactions contemplated hereby is subject to the satisfaction of the following conditions as of the Closing Date:

4.1.1. No Litigation . No action or proceeding before a court or any other governmental agency or body shall have been instituted or threatened to stay, restrain or prohibit the consummation of the transactions contemplated hereby or to impose any remedy, condition or restriction unacceptable to the Seller in its sole discretion.

4.1.2. Representations and Warranties; Performance of Obligations . All representations and warranties of the Buyer and the Parent contained in this Agreement shall be true and correct in all material respects as of the Closing with the same force and effect as though made at and as of the Closing and all of the terms, covenants and conditions of this Agreement to be complied with, performed and satisfied by the Buyer or the Parent, as the case may be, at or before the Closing shall have been complied with, performed and satisfied in all material respects.

4.1.3. Proceedings Satisfactory . All actions, proceedings, instruments and documents required to carry out this Agreement or incidental hereto shall be reasonably satisfactory to the Seller and its counsel.

4.2. Parent and Buyer’s Conditions Precedent . The obligations of each of the Parent and the Buyer hereunder are conditioned upon the following:

4.2.1. No Litigation . No action or proceeding before a court or any other governmental agency or body shall have been instituted or threatened to stay, restrain or prohibit the consummation of the transactions contemplated hereby or to impose any remedy, condition or restriction unacceptable to the Buyer in its sole discretion.

4.2.2. Representations and Warranties; Performance of Obligations . All representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date with the same force and effect as though made at and as of the Closing Date and all of the terms, covenants and conditions of this Agreement to be complied with, performed and satisfied by the Seller at or before the Closing Date shall have been complied with, performed and satisfied in all material respects.

4.2.3. Proceedings Satisfactory . All actions, proceedings, instruments and documents required to carry out this Agreement or incidental hereto shall be reasonably satisfactory to the Buyer and its counsel.

4.2.4. Consents . On or prior to the Closing Date, the Buyer shall have been provided a copy, in a form satisfactory to Buyer, of all third party consents required in order to consummate the transactions contemplated hereby.

5. Confidentiality .

5.1. Confidential Information . Each party may disclose or may have disclosed (the “ Disclosing Party ”) to another party (the “ Receiving Party ”) certain information that the Disclosing Party considers to be confidential and/or proprietary, including, but not limited to, personally identifiable information and data entered, the terms and conditions of this Agreement (except as permitted in Section 10 below) technical processes and formulas, product designs, customer lists, product and business plans, revenues, projections, marketing and other data, sales, cost, accounting and other technical, business and financial information, as well as information that the Disclosing Party marks as confidential (collectively, “ Confidential Information ”). Notwithstanding the foregoing, Confidential Information does not include information (i) already known by the Receiving Party without an obligation of confidentiality, (ii) publicly known or which becomes publicly known through no omission or unauthorized act of the Receiving Party, (iii) rightfully received from a third party without any obligation of confidentiality, or (iv) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

5.2. Use of Confidential Information . The Receiving Party shall make use of the Confidential Information only for the purposes of this Agreement and shall protect the Disclosing Party’s Confidential Information by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized access, use, dissemination, or publication of the Confidential Information as the Receiving Party uses to protect its own Confidential Information of a like nature. The Receiving Party shall disclose Confidential Information only (i) to those of its employees, contractors, representatives and consultants with a need to know such Confidential Information who have first agreed with the Receiving Party, either as a condition of employment or engagement, or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those contained in this Section 5 , (ii) as required by court order, law or regulation or as requested by any regulatory agency or governmental body having jurisdiction over the Receiving Party, provided that prior to such disclosure the Receiving Party shall provide prompt written notice to the Disclosing Party sufficient to permit the Disclosing Party the opportunity to oppose the disclosure and the Receiving Party shall take all reasonable steps available to maintain the Confidential Information in confidence, or (iii) to make appropriate disclosure regarding the tax treatment and tax structure of the transactions contemplated hereby.

5.3. Ownership of Confidential Ownership . All Confidential Information shall remain the property of the Disclosing Party and such Confidential Information and all copies thereof (if any), shall be promptly returned to the Disclosing Party upon request or upon termination of this Agreement or, at the Disclosing Party’s sole option, destroyed, in which case the Disclosing Party shall be notified promptly in writing when its Confidential Information has been destroyed. The furnishing of any Confidential Information between the parties shall not constitute the granting of any right or license to use such Confidential Information. Anything herein to the contrary notwithstanding, following the Closing, all Confidential Information provided by the Seller to the Buyer or Parent relating to the Acquired Assets shall be deemed part of the Acquired Assets and become the property of the Buyer and the Seller, subject to the provisions of Section 7 hereof, shall treat such Confidential Information, during the Confidential Information Effective Period as Confidential Information provided by the Buyer. Accordingly, notwithstanding any other provision in this Section 5 to the contrary, the Buyer and the Parent shall be permitted after the Closing to use and disclose any Confidential Information received from the Seller and included in the Acquired Assets to the extent the Buyer in its sole discretion determines that it is necessary or appropriate to use or disclose that Confidential Information in order to carry out any of the Buyer’s commercial activities through the use of any of the Acquired Assets.

5.4. Confidential Information Effective Period . The obligations of the parties set forth in this Section 5 shall remain in effect for the duration of the Initial Development Period (as defined below) (the “ Confidential Information Effective Period ”).

6. Buyer’s Commitment to the Continued Development of the Cell Deposition Device .

6.1 Initial Development Period; Annual Minimum Development Amount . Subject to the further provisions of this Section 6 , following the Closing, and continuing until and terminating upon, the fifth (5 th ) anniversary of this Agreement (the “ Initial Development Period ”), the Buyer agrees to budget and expend an aggregate cumulative amount of at least [****] in connection with the continued development of the Cell Deposition Device (the “ Minimum Development Amount ”) including, without limiting the generality of the foregoing: (i) the development of a prototype which is electronic, non-software driven, and makes use of disposables, and is ideally suited for hospital operating rooms; (ii) the development of a prototype which is non-electric, fully disposable, made substantially of plastics, and where the compressed air source is external to the device, and is ideally suited for ambulant or private surgical or cosmetic practices; (iii) undertaking necessary FDA affairs work, including various device manufacturing certification requirements and/or audited production management systems; (iv) the preparation for and, if available, undertaking of clinical trials for use of the Cell Deposition Device in patients with second degree burns and (v) the engagement of an appropriate management and technology development team (collectively, the “ General Development and Commercialization Goals ”). Nothing herein shall be deemed to preclude the Buyer, in its sole discretion, from time to time modifying the General Development and Commercialization Goals.

6.2 Cessation of Development . Anything herein to the contrary notwithstanding, during the Initial Development Period, the Buyer, in its sole discretion may elect to discontinue the development and commercialization of the Cell Deposition Device (the “ Cessation of Development Determination ”) if in the opinion of the Buyer continued development of the Cell Deposition Device is no longer warranted as a result of (i) the technically inadequate or poor performance of the Cell Deposition Device and underlying technology, whether as a consequence of design, engineering, manufacturing, or clinical practice; (ii) unforeseen negative clinical implications, or poor or adverse clinical patient outcomes; (iii) changes to laws regarding the harvesting, processing, manipulation, and/or use of stem cells in the Cell Deposition Device or underlying technology, which have an adverse effect on further development or commercialization, of the Cell Deposition Device; (iv) protracted FDA approval engagement as a consequence of unforeseen hurdles or technical complications; (v) the inability of key commercial partners to fulfill technical requirements; (v) the inability to secure reimbursement or other such reasonable means of payment from customers; (vi) the introduction of a competitive technology or technologies that would reduce the potential market for the Cell Deposition Device; (vii) failure of the Seller to comply with Section 12.9 ; or (viii) the inability of the Buyer to secure funding on commercially reasonable terms for the General Development and Commercialization Goals (collectively, the “ Development Cessation Factors ”). Upon a Cessation of Development Determination in accordance herewith, the Buyer has no further obligation with respect to the expenditure of the Minimum Development Amount.

6.3 Liquidated Damages . Anything in this Agreement to the contrary notwithstanding, the Buyer and the Seller hereby expressly agree that if the Buyer elects not to expend the Minimum Development Amount pursuant to Section 6.1 , or if the Buyer elects to terminate the further development of the Cell Deposition Device for any reason other than the Development Cessation Factors (collectively, the “ General Development Termination ”) Buyer will give written notice thereof to the Seller and the Seller’s sole remedy in lieu of but not in addition to any other remedies that otherwise may be or may have been available to the Seller hereunder, at law or in equity, shall be in the sole discretion and option of the Buyer, either:

(a) Re-conveyance by the Buyer of the Acquired Assets to the Seller. If the Buyer chooses Re-conveyance of the Acquired Assets, the consummation of the Re-conveyance shall occur on a date which shall be no later than 60 nor less than 20 days following written notice of the General Development Termination, in accordance with Section 7 , below; or

(b) A cash payment equal to ten percent (10%) of the Minimum Development Amount less any of the Cash Portion of the Purchase Price already paid to the Seller (the “ Cash Damages ”). If Buyer chooses to pay the Cash Damages, in lieu of Re-conveyance in accordance with Section 6.3(a) hereof, Buyer shall pay the Seller the Cash Damages no later than 20 days following written notice of the General Development Termination (the “ Cash Damages Closing Date ”).

(c) To the extent that the Cash Damages are equal $0 or less, then the Buyer shall have no obligation to pay any additional amounts to the Seller hereunder or to effect a Re-conveyance of the Acquired Assets to the Seller.

(d) In the event of a Re-conveyance or payment of the Cash Damages pursuant to Section 6.3 , effective as of the Re-conveyance Closing Date or Cash Damages Closing Date, as the case may warrant (i) the Buyer will have no further obligation with respect to the payment of any unpaid portion of the Deferred Cash Purchase Price and (ii) the no further Warrant Shares shall vest pursuant to the Warrant and only the Warrant Shares that have vested as of the date immediately preceding the date of the Re-Conveyance Closing Date or Cash Damages Closing Date, as the case may warrant, may be acquired in accordance with the terms of the Warrant.

(e) [****].

(f) In the event of a Re-conveyance pursuant to this Section 6.3 , or Section 7.1 below, Seller shall not be responsible for any fees associated with the Re-conveyance, other than for fees payable to Seller’s counsel or filing fees to the United States Patent and Trademark Office, or such other government entity, necessary to evidence the transfer of the Acquired Assets to the Seller.

7. Re-conveyance of Acquired Assets .

7.1 Failure to Pay Deferred Cash Purchase Price . If the Buyer fails to pay to the Seller the Deferred Cash Purchase Price when and as due, then in lieu of but not in addition to any other remedies or rights that otherwise may be or may have been available hereunder to the Seller at law or in equity, the Seller shall have the right to require the Buyer to re-convey the Acquired Assets (such Re-conveyance shall not include any enhancements, modifications or any Intellectual Property produced by the Buyer relating to the Cell Deposition Device not specifically acquired by the Buyer from the Seller pursuant to this Agreement) to the Seller without the refund or return by the Seller of any portion of the Purchase Price (any such re-conveyance is herein referred to as a “ Re-conveyance ”). Upon exercise of the foregoing right by the Seller, the Buyer shall execute and deliver to the Seller such instruments of conveyance and assignment and other documents and shall take all other actions as the Seller and his counsel may deem reasonably necessary to vest in Seller the right, title and interest in and to the Acquired Assets. The Buyer and the Seller agree that the Seller would be damaged irreparably in the event that the provisions of this Section are not performed by the Buyer in accordance with its specific terms. Accordingly, the Buyer and the Seller agree that, without posting bond or other undertaking, the Seller will be entitled to an injunction or injunctions to prevent breaches or violations of the provisions of this Section and to enforce specifically the terms of this Section in any action instituted in any court of the United States or any state hereof having jurisdiction over the Parties and the matter in addition to any other remedy which it may be entitled, at law or in equity. The Buyer further agrees that, in the event of any action for specific performance in respect of such breach or violation, it will not assert the defense that a remedy at law would be adequate. Notwithstanding the foregoing, the Buyer may withhold from the Deferred Cash Purchase Price payable to the Seller any amounts due or payable to Buyer under Section 3 and 8 . The consummation of a Re-conveyance shall occur on a date which shall be no later than 60 nor less than 20 days following (the “ Re-conveyance Closing Date ”) written notice of default and request for a Re-conveyance by the Seller to the Buyer stating that the Buyer has defaulted with respect to the payment of a required installment payment of the Deferred Cash Purchase Price on the corresponding Deferred Payment Date and which default has not been cured as of the date of such written notice. Such notice shall also specify, in accordance with the foregoing, the Re-conveyance Closing Date.

7.2 In the event of a Re-conveyance, effective as of the Re-Conveyance Closing Date (i) the Buyer will have no further obligation with respect to the payment of any unpaid portion of the Deferred Cash Purchase Price and (ii) no further Warrant Shares shall vest pursuant to the Warrant and only the Warrant Shares that have vested as of the date immediately preceding the date of the Re-Conveyance Closing Date may be acquired in accordance with the terms of the Warrant.

8. Registration Rights .

8.1 The Parent shall prepare and file a registration statement (the “ Registration Statement ”) with the United States Securities and Exchange Commission (the SEC ”), covering the exercise of the Warrant and the resale of the Warrant Shares (the “ Registered Securities ”), by no later than six months following the Closing Date. The Parent shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as possible after the initial filing. The Parent will maintain the effectiveness of the Registration Statement from the date of the effectiveness of the Registration Statement until the earlier of (i) 24 months after that date or (ii) the date on which all the Warrant Shares may be resold without restriction pursuant to Rule 144 as promulgated by the SEC pursuant to the Securities Act of 1933, as amended; provided , however , that, if at any time or from time to time after the date of effectiveness of the Registration Statement, the Parent notifies the Seller in writing of the existence of a Potential Material Event (as defined below), the Seller shall not offer or sell any of the Registered Securities, or engage in any other transaction involving or relating to the Registered Securities, from the time of the giving of notice with respect to a Potential Material Event until the Parent notifies the Seller that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided , further, that, the Parent may not suspend the right of the Seller pursuant to this Section 8 for more than 45 days in the aggregate. As used herein, “ Potential Material Event ” means the possession by the Parent of material information regarding a potential transaction not ripe for disclosure in a registration statement, which shall be evidenced by determinations in good faith by the Board of Directors of the Parent that disclosure of such information in the Registration Statement would be detrimental to the business and affairs of the Parent.

8.2 The Parent shall notify the Seller, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. At the request of the Seller, the Parent shall also prepare, file and furnish to the Seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. The Seller agrees not to offer or sell any Registered Securities after receipt of such notification until the receipt of such supplement or amendment.

8.3 The Parent may request the Seller to furnish the Parent such information with respect to the Seller and the Seller’s proposed distribution of the Registered Securities pursuant to the Registration Statement as the Parent may from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith and the Seller agrees to furnish the Parent with such information.

8.4 For purposes of this Section 8 , each of the Parent and the Seller shall indemnify the other party hereto and their respective officers, directors, employees and agents against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) (collectively, a “ Loss ”) arising out of or based on any untrue statement (or alleged untrue statement) by the indemnifying party of a material fact contained in any prospectus or other document (including any related Registration Statement, notification or the like) incident to any registration of the type described in this Section 8 , or any omission (or alleged omission) by the indemnifying party to state in any such document a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse such indemnified party for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action; provided , however , that no party will be eligible for indemnification hereunder to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished by such party for use in connection with such registration and provided , further , that a Seller shall not be liable for any Loss that in the aggregate exceeds the amount such Seller would receive if Seller were to sell the Registered Securities on the date the amount of the Loss was determined (based on the closing price of a share of Parent’s common stock on its principal market or inter-dealer quotation system on such date).

8.5 Notwithstanding anything herein to the contrary, to the extent that the registration of any or all of the Warrant Shares by the Parent in the Registration Statement is prohibited as a result of the SEC’s interpretation of Rule 415 under the Securities Act, the Seller agrees to reduce the number of Warrant Shares included in the Registration Statement to a number which will be in compliance with then applicable SEC guidance.

8.6 All expenses (other than underwriting discounts and commissions and the fees and expenses of a Seller’s counsel) incurred in connection with registrations, filings or qualifications pursuant to this Section 8 , including, without limitation, all registration, listing and qualifications fees, printing and engraving fees, accounting fees, and the fees and disbursements of counsel for the Parent, shall be borne by the Parent.

8.7 With a view to making available to the Seller the benefits of Rule 144, the Parent agrees to use its best efforts to:

(a) comply with the provisions of paragraph (c)(1) of Rule 144;

(b) file with the SEC in a timely manner all reports and other documents required to be filed by the Parent pursuant to Section 13 or 15(d) under the 1934 Act; and

(c) if at any time it is not required to file such reports but in the past had been required to or did file such reports, it will, upon the request of Seller, make available other information as required by, and so long as necessary to permit sales of, its Registered Securities pursuant to Rule 144.

9. Non-Competition . Seller hereby acknowledges that Buyer has expended significant time and funds relating to the acquisition of the Acquired Assets from Seller. Seller hereby agrees that so long as Buyer has not forwarded Seller a Cessation of Development Determination pursuant to Section 6.2 , or a General Development Termination pursuant to Section 6.3 , but in no event after the five year anniversary of the Closing Date, so long as Buyer is not in default of its obligations under this Agreement, Seller shall not engage in the development of any Intellectual Property that would directly or indirectly infringe on, or reduce the value of, the Acquired Assets (collectively, the “ Infringing Intellectual Property ”). In the event that Seller develops any Infringing Intellectual Property, whether on his own behalf or on behalf of a third party, Seller hereby warrants and agrees that all Infringing Intellectual Property shall be deemed to be a “work for hire,” as such term is defined under United States law. To the extent any such materials do not qualify as “work for hire” under applicable law, and to the extent they include materials subject to copyright, patent, trade secret, or other proprietary rights protection, Seller hereby assigns to Buyer all rights, title, and interest in and to all such materials. To the extent Seller has any rights in the same, Seller hereby waives all enforcement of such rights. Without limiting any other provisions of this Agreement, the provisions of this Section 9 are severable. If any provision is deemed to be invalid, void or unenforceable, the remaining provisions shall not as a result be invalidated.

10. Notices . Any notice or communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall be deemed properly delivered, given and received when delivered (by hand, by registered mail, by courier or express delivery service or by fax) to the address or fax number set forth beneath the name of such party below (or to such other address or fax number as such party shall have specified in a written notice given to the other parties hereto):

If to the Seller, to:

Jörg C. Gerlach, MD, PhD

If to Buyer or the Parent to:

Janus Resources, Inc.

430 Park Avenue

New York, New York 10022

Attention: President

Facsimile: (212) 246-3039

With a copy to:

Sierchio & Company, LLP

430 Park Avenue

Suite 702

New York, New York

Email: jsierchio@usandseclaw.com

11. Termination, Survival of Representations, Warranties and Covenants; Etc . Unless otherwise stated, all representations, warranties, covenants, agreements and indemnities contained in this Agreement shall survive for a period of six (6) months following the date of the Closing. In no event shall the liability of the Seller for breaches of representations, warranties and covenants hereunder exceed an aggregate amount equal to the cash portion of the Purchase Price actually received by the Seller. Any claim for any breach or violation of any representation, warranty or covenant herein or otherwise relating hereto (other than any claim under Section 5 or any claim regarding the payment of the Deferred Cash Purchase Price) must be made, if at all, on or prior to the date which is six (6) months after the Closing Date or it shall be thereafter barred.

12. Miscellaneous .

12.1 Disclaimer of Warranties . The Parties agree that the Acquired Assets are purchased on an “AS IS” basis and except as specifically set forth herein, all warranties of any kind whatsoever with respect to the Acquired Assets, including the implied warranties of merchantability and/or fitness for a particular purpose, are expressly disclaimed. Anything in this Agreement to the contrary notwithstanding, each of the Parties hereby expressly disclaim any warranties, either express or implied, concerning the ability of the Parties to commercialize the Cell Deposition Device, or the ability of the Cell Deposition Device to perform the functions for which it has been developed, and no claim for indemnification under Section 3 hereof shall arise on the part of either Party hereto as a result of the failure to commercialize the Cell Deposition Device.

12.2 Governing Law; Jurisdiction . This Agreement was executed in, and the transactions contemplated by and the provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the conflict of laws provisions thereof and all parties consent to the jurisdiction of the state and federal courts sitting in the State of New York.

12.3 Business Day . For purposes of this Agreement “ Business Day ” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

12.4 Expenses . Each party to this Agreement shall be responsible for its own expenses incurred in connection with this Agreement and the transactions contemplated hereby and Buyer shall be responsible for (a) all filing and recordation fees relating to the transfer of the Acquired Assets hereunder and (b) all fees, costs and expenses relating to the shipment, transfer or delivery of all tangible assets included in the Acquired Assets from their respective locations on the Closing Date to such location or locations as Buyer may determine.

12.5 Publicity; SEC Filings . Each Party may issue a press release announcing the execution of this Agreement and the proposed transaction. Each Party shall provide a draft of such press release to the other Party no less than 24 hours before the issuance of such press release. If required by the rules and regulations of the SEC, either Party hereto may publicly disclose the existence of this Agreement and the terms hereof in a current report or a periodic report filed with the SEC, provided that the filing party shall provide the other party with a draft copy of the report no less than 24 hours before the anticipated filing date. In the event that a Party intends to issue a press release or files a report with the SEC regarding this Agreement and the transactions contemplated hereby, the filing party shall duly consider the comments of the other party.

12.6 Entire Agreement; Third Party Beneficiaries; Assignment; Etc . This Agreement, including all exhibits and schedules attached hereto, constitutes and contains the entire agreement of the Parties and supersedes any and all prior negotiations, correspondence, understandings and agreements between the Parties, whether written or verbal, respecting the subject matter hereof. This Agreement is not intended to confer upon any person other than the Parties to this Agreement any rights or remedies. The Buyer may not assign its rights or obligations under this Agreement without the prior written consent of the Seller (not to be unreasonably withheld), and the Seller may not assign its rights or obligations under this Agreement without the prior consent of the Buyer (not to be unreasonably withheld); provided, however, that the Seller may assign, distribute or otherwise transfer its rights relating to the Deferred Cash Purchase Price without the consent of the Buyer and, provided , further , that any person or entity that acquires the Buyer, or all or substantially all of the Acquired Assets, after the Closing Date must agree in writing to assume the obligation to pay the Deferred Cash Purchase Price as if such person or entity were substituted for the Buyer therein (but no such assignment and assumption shall relieve the Buyer of such obligation without the Seller’s written consent). In addition, the Buyer shall be permitted to assign and transfer the Acquired Assets to a wholly owned subsidiary of the Buyer, provided, however, that such assignee shall agree with the Seller, in writing, to assume the obligations of the Buyer hereunder on a joint and several basis and the Buyer shall not thereby be relieved of its obligations hereunder.

12.7 No Liability of Officers and Directors . The Parties acknowledge that the individuals executing this Agreement on behalf of the Parent and the Buyer do so on behalf of such entities and not in their individual capacities. As such no officer, director, employee or agent of the Parties shall have any liability hereunder.

12.8 Counterparts . This Agreement may be executed in two or more counterparts and shall be effective when each Party has executed at least one of the counterparts even though all Parties have not executed the same counterpart. The Parties may execute this Agreement and all other agreements, certificates, instruments and other documents contemplated by this Agreement and exchange on the Closing Date counterparts of such documents by means of facsimile transmission or email and the Parties agree that the receipt of such executed counterparts shall be binding on such Parties and shall be construed as originals. After the Closing the Parties shall promptly exchange original versions of this Agreement and all other agreements, certificates, instruments and other documents contemplated by this Agreement that were executed and exchanged by facsimile transmission or email pursuant to this Section. Notwithstanding anything herein to the contrary, including the effective date of this Agreement set forth in the preamble, this Agreement shall not be effective until signed by Parent, Buyer and Seller.

12.9 Other Prospective Purchasers . Buyer shall not incur any liability in connection with the transactions contemplated by this Agreement to any other person with whom Seller, or its agents or representatives, have had negotiations or discussions regarding any potential merger, sale or exchange of capital stock or other business combination involving the Seller or any proposal or offer to acquire in any manner a substantial equity interest in the Seller or all or a substantial portion of the assets of the Seller.

12.10 Interpretation . When a reference is made in this Agreement to Sections or Schedules, such reference shall be to a Section of or Schedule to this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The Parties agree that they have participated jointly in the drafting of this Agreement, and therefore, waive the application of any law, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

12.11 Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability or the other provisions hereof. If any term, covenant, restriction or provision contained in Agreement, is held by a court of competent jurisdiction to be invalid, void, against its regulatory policy or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain valid and binding and shall in no way be affected, impaired or invalidated, so long as the economic and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any Party. Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible so that the transactions contemplated hereby can be consummated as originally contemplated to the fullest extent possible.

12.12 Assignment . Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties, in whole or in part, without the prior written consent of the other Parties, and any attempt to make any such assignment without such consent shall be null and void.

12.13 Successor and Assigns . The Parties’ rights and obligations under this Agreement will bind and inure to the benefit of their respective successors, heirs, executors, administrators and permitted assigns.

12.14 Enforcement Costs . The Parties agree that Buyer will cover any future patent application and execution fees, patent lawyer expenses and enforcement expenses.

12.15 Amendment . This Agreement may be amended by the Parties at any time by an instrument in writing signed on behalf of each of the Parties.

12.16 Further Actions .

(a) From time to time, as and when requested by any party hereto, each other Party shall execute and deliver, or cause to be executed and delivered, such documents and instruments and shall take, or cause to be taken, such further or other actions as the requesting party may reasonably deem necessary or desirable to carry out the intent and purposes of this Agreement, to transfer, assign and deliver the Acquired Assets to the Buyer effective as of the Closing Date (or to evidence the foregoing) and to consummate and give effect to the other transactions, covenants and agreements contemplated hereby. The Seller acknowledges and agrees that from and after the Closing Date, Buyer shall be entitled to possession of all documents, books, records, agreements and financial data of any sort relating to the Acquired Assets. Without limiting the generality of the foregoing, the Seller and the Buyer shall cooperate fully with each other after the Closing Date so that each party has access to the business records, contracts and other information existing as of the Closing Date and relating in any manner to the Acquired Assets in Seller’s possession or which can be obtained by Seller without undue expense or burden. No files, books or records existing as of the Closing Date and relating in any manner to the Acquired Assets shall be destroyed by any party for a period of 3 years after the Closing Date without giving the other party at least 30 days’ prior written notice, during which time such other party shall have the right to examine and to remove any such files, books and records prior to their destruction. The access to files, books and records contemplated herein shall be during normal business hours and upon not less than 2 days’ prior written request, shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein and shall not extend to material subject to a claim of privilege unless expressly waived by the party entitled to claim the same. Notwithstanding anything herein to the contrary, in the event Buyer elects to pay Seller the Cash Damages pursuant to Section 6.3(b) , Seller shall have no rights under this Section 12.16 .

(b) Without limiting the generality of Section 12.16(a) , the Seller acknowledges that there are, and may be, future rights related to the Cell Deposition Device that the Buyer may otherwise become entitled to with respect to the Intellectual Property that do not yet exist, as well as new uses, media, means and forms of exploitation throughout the universe exploiting current or future technology yet to be developed, and the Seller specifically intends the foregoing assignment of rights to the Buyer to include all such now known or unknown uses, media and forms of exploitation. The Seller agrees to cooperate with the Buyer, in the procurement and maintenance of the Buyer’s rights to the Intellectual Property and Patent Rights and to execute, when requested, any and all applications for domestic and foreign patents, copyrights and other proprietary rights or other documents, including a power of attorney, and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Buyer to assign the Intellectual Property and Patent Rights to the Buyer, so as to permit the Buyer to enforce any Patent Rights and to otherwise carry out the purpose of this Agreement. If the Buyer is unable because of the Seller’s mental or physical incapacity or for any other reason to secure Seller’s signature for any of the assignments, licenses or other reasonably requested documents pertaining to the Intellectual Property or Patent Rights referenced herein within ten (10) days of the delivery of said documents to the Seller, then the Seller hereby irrevocably designates and appoints the Buyer and its duly authorized officers and agents as the Seller’s agent and attorney in fact, to act for and on the Seller’s behalf and stead, to execute and file said documents and do all other lawfully permitted acts to further the perfection, defense and enjoyment of the Buyer’s rights relating to the subject Intellectual Property and Patent Rights with the same legal force and effect as if such documents were executed by the Seller. The Seller stipulates and agrees that such appointment is a right coupled with an interest and will survive the Seller’s incapacity or unavailability at any future time.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF , the Parties have executed this Asset Purchase Agreement as of the date written below.

PARENT: JANUS RESOURCES, INC.

By:	/s/ Rhonda B. Rosen	Date: July 12, 2013
Name:	Rhonda B. Rosen
Title:	President and Chief Executive Officer

BUYER: JANUS RESOURCES, INC.

By:	/s/ Rhonda B. Rosen	Date: July 12, 2013
Name:	Rhonda B. Rosen
Title:	President and Chief Executive Officer

SELLER: JÖRG GERLACH, MD, PHD

By:	/s/ Jörg Gerlach	Date: June 21, 2013
Name:	Jörg Gerlach , MD, PhD