ASSET PURCHASE AGREEMENT (ZOVAL ENTERPRISES)
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into as of November 5th__,
2002, by James Zoval, Ph.D. on behalf of Zoval Enterprises a limited liability Corporation , with a business
address at 21361 Kirkwall, Lake Forest, California 92630 (the "Seller") and CalbaTech, Inc., a Nevada
corporation with a business address at 18300 Von Karman, Suite 710, Irvine, California 92612 ("Buyer").
A. Seller desires to sell to Buyer an invention known as "Smart Membranes". This is an apparatus and methods
for the extraction, isolation, and manipulation of biological molecules employing novel use of compressible
materials such as polymer membranes within small scale laboratory accessory devices (the "Invention") and for
which Seller has drafted a patent application (the "Patent Application").
B. Buyer desires to purchase from Seller the Invention and all documentation related to the property, including,
but not limited to, the Patent Application, lab notebooks, designs, specifications, drawings, photographs, and
notes (the "Asset").
C. Subject to the terms and conditions contained in this Agreement, Seller desires to sell to Buyer, and Buyer
agrees to purchase from Seller, the Asset and all related documentation.
NOW, THEREFORE, in consideration of the mutual covenants, representations, and warranties set forth in this
Agreement, the parties agree as follows:
PURCHASE AND SALE OF ASSETS
1.1. Purchase and Sale of Assets. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, upon
mutual execution of this Agreement (the "Closing Date"), all of Seller's right, title, and interest in and to, without
limitation, the following:
(a) The Asset and all documentation related to the property, including, but not limited to, the Patent Application,
lab notebooks, designs, specifications, drawings, photographs, and notes.
(b) All contracts, agreements, warranties, an