8-K

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

January 31, 2008
Date of Report (Date of earliest event reported)

NEXTGEN BIOSCIENCE INC.
(Exact name of registrant as specified in its charter)

Nevada	000-51935	Not Applicable
(State or other jurisdiction of
incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4th Floor, 36 Spital Square, London, E1 6DY, England
(Address of principal executive offices)

+44(0)+207+297+8186
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

FORWARD-LOOKING STATEMENTS

Much of the information included in this Current Report on Form 8-K (the “Current Report”) includes or is based upon estimates, projections or other “forward looking statements”. Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. These statements relate to future events or our future financial performance. In some cases you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue or the negative of those terms or other comparable terminology. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Such estimates, projections or other forward looking statements involve various risks and uncertainties and other factors, including the risks in the section titled “Risk Factors” below, that may cause our or our Company’s actual results, levels of activities, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform those statements to actual results.

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As used in this Current Report: (i) the terms the “Company”, “our company”, “we”, “us”, “our” and “NextGen” refer to NextGen Bioscience Inc., (formerly InfraBlue (US) Inc.), a Nevada corporation, and its subsidiaries, unless the context requires otherwise; and (ii) all dollar amounts refer to United States dollars unless otherwise indicated.

Item 1.01      Material Definitive Agreement

Oxon Asset Purchase Agreement

We entered into an intellectual property asset purchase agreement dated January 31, 2008 (the “2008 Asset Purchase Agreement”) with Oxon Life Science Limited (“Oxon”) pursuant to which we agreed to purchase a third patent application and associated intellectual property rights from Oxon in consideration of the issuance to Oxon of 22,000,000 shares of our common stock. The following summary of the 2008 Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the 2008 Asset Purchase Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

The acquisition of the third patent application and associated intellectual property rights was completed concurrent with the execution of the 2008 Asset Purchase Agreement on January 31, 2008, as disclosed in greater detail in Item 2.01 of this Current Report on Form 8-K.

Subscription Agreement for Units

We entered into a subscription agreement with St. Moritz Institute of Switzerland Limited (the “Investor”) pursuant to which the Investor agreed to purchase 4,000,000 units at a price of $0.125 per unit. Lars Christansen, who is a control person of Oxon, is also a control person of the Investor. Each unit consists of one share of our common stock and one share purchase warrant exercisable to acquire one additional share of our common stock at a price of $0.25 per share expiring two years from the date of issuance. The subscription agreement is dated January 31, 2008 and we anticipate receiving funds from the Investor in the near future. As a result, we will issue, on receipt of funds, 4,000,000 shares of our common stock and 4,000,000 share purchase warrants to the Investor. The total proceeds from this offering will be $500,000. We completed this offering pursuant to Rule 903(a) and (b)(3) of Regulation S of the Act. A copy of the subscription agreement is attached as Exhibit 10.2 to this Current Report on Form 8-K

We also borrowed $10,000 from the Investor on January 29, 2008, which amount is repayable with interest at the rate of 10% per annum on May 29, 2008.

Karen Jervis Employment Agreement and Incentive Agreement

On January 31, 2008, we entered into an executive employment agreement (the “Employment Agreement”) with Dr. Karen Elizabeth Jervis with respect to the appointment of Dr. Jervis as an executive officer of the Company. The following summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is attached as Exhibit 10.3 to this Current Report on Form 8-K.

Pursuant to the terms of the Employment Agreement, Dr. Jervis will serve as our Chief Executive Officer effective February 1, 2008. Dr. Jervis will perform such duties and responsibilities as set out in the Employment Agreement and as our board of director’s may from time to time reasonably determine and assign as is customarily performed by persons in an executive position. Dr. Jervis will report directly to our Chairman and be directly responsible to our board of directors. Dr. Jervis has agreed to devote sufficient time, attention and skills as may reasonably be required to the affairs of the Company and to

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use her best endeavours to promote the interests of the Company at all times pursuant to the terms of the Employment Agreement. A more detailed description of Dr. Jervis’ duties and responsibilities is as described in Section 4 of the Employment Agreement. Dr. Jervis will generally work from her home in Scotland.

In consideration for Dr. Jervis’s services, we have agreed to pay Dr. Jervis a monthly fee which shall be paid in equal monthly instalments in arrears on or before the last working day of each calendar month in accordance with the schedule as set out in section 8 of the Employment Agreement as follows:

• £3,750 per month from the Commencement Date to 30th April 2008;

• £4,000 per month to 31st July 2008;

• £6,667 per month to 31st July 2009; and

• £8,333 per month to 31st July 2010.

In addition, we have agreed to reimburse Dr. Jervis for all reasonable expenses and other expenses properly authorized by the Chairman incurred by Dr. Jervis in proper performance of her duties to the Company.

The term of Dr. Jervis’ employment shall commence from February 1, 2008 (the “Commencement Date”) and will terminate on July 31, 2010 (the “Termination Date”). The Employment Agreement may be terminated prior to the Termination Date by either party upon delivery of a three-month notice in writing. A more detailed description of the termination of the Employment Agreement is as described in Section 17 of the Employment Agreement.

Pursuant to the terms of the Employment Agreement, Dr. Jervis has also entered into an Incentive Agreement with the Company on January 31, 2008. The following summary of the Incentive Agreement does not purport to be complete and is qualified in its entirety by reference to the Incentive Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K.

The key objectives of the role of Dr. Jervis are to focus on the following areas;

• to keep expenses under control

• to run the day to day business of the Company.

• to raise new money.

• to seek and obtain grants.

• to seek and provide exit strategies for the Company’s drug targets.

Pursuant to the terms of the Incentive Agreement and as an incentive to Dr. Jervis for achieving the objectives of the role of Dr. Jervis as our Chief Executive Officer more specifically described in the Incentive Agreement, we have agreed to:

• issue up to a maximum of 3,000,000 shares of common stock of the Company without additional payment, which shares will be issuable on the basis of 1,000,000 shares for every $10,000,000 financing raised by the Company (i.e. 1,000,000 shares to be issued on $10,000,000 being reached, a further 1,000,000 shares to be issued on $20,000,000 being reached, and a further 1,000,000 shares to be issued on $30,000,000 being reached);

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• issue up to a maximum of 1,500,000 shares of common stock of the Company without additional consideration, which shares will be issuable on the basis of 500,000 shares on every $1,000,000 grant received by the Company (i.e. 500,000 shares to be issued on $1,000,000 being reached, a further 500,000 shares to be issued on $2,000,000 being reached, and a further 500,000 shares to be issued on $3,000,000 being reached);

• issue 1,500,000 shares of common stock of the Company without any additional consideration for every successful exit (“Exit”) from the receipt of sale proceeds or receipt of stage payments, royalties or other payments in respect of each such Exit (“Cash Compensation”) from third parties, in stages as set out in Section 3 of the Incentive Agreement as follows:

  • 500,000 shares to be issued on $1,000,000 of Cash Compensation for a particular Exit being reached;

  • a further 500,000 shares to be issued on $6,000,000 of Cash Compensation for a particular Exit being reached; and

  • a further 500,000 shares to be issued on $15,000,000 of Cash Compensation for a particular Exit being reached.

The shares issuable above shall apply to a maximum of five Exits of targets by the Company.

We are obligated to issue the shares to be awarded to Dr. Jervis under the Incentive Agreement on or about 31^st July 2010.

SECTION 2 - FINANCIAL INFORMATION

Item 2.01      Completion of Acquisition or Disposition of Assets.

Acquisition of the Oxon Assets on January 31, 2008

We completed the acquisition of a third patent application and associated intellectual property rights from Oxon pursuant to the 2008 Asset Purchase Agreement on January 31, 2008 concurrently with the execution the 2008 Asset Purchase Agreement. The third patent application relates to the development of therapies for treatment of certain types of cancer. The patent application and associated intellectual property rights were acquired in consideration for the issuance by us to Oxon of 22,000,000 shares of our common stock. As a result of the completion of this acquisition, Oxon holds 36,000,000 shares of our common stock, representing approximately 22.55% of our outstanding shares.

The patent application is entitled “Method for inducing breast carcinoma stem cell death” and was filed with the Danish patent office under Patent Application No PA 2007 01846, patent application reference P2039EP00. The patent application is an improved method for the purification of undifferentiated stem cells from solid breast carcinomas that are normally resistant to conventional therapies. Such stem cells are valuable for identifying new tumour markers and novel therapeutic targets both for early diagnosis and for targeted therapeutic strategies. Such therapeutic strategies are based on cytokine neutralizing antibodies against interleukin-4 (IL-4) and interleukin-10 (IL-10) and antibodies reactive with HMW-MAA which are found in high levels in stem cells from solid breast carcinomas.

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There is no assurance that we will be able to obtain a patent in respect of the subject matter that forms the basis of the patent application. Further, the intellectual property rights acquired are unproven and there is no assurance that we will be able to establish that the improved method that is the subject matter of the patent application will be an effective and safe method of treating cancer.

SECTION 3 – SECURITIES AND TRADING MARKETS

Item 3.02 – Unregistered Sales of Equity Securities.

We have completed the following issuances of securities without registration under the Securities Act of 1933 (the “Securities Act”):

• We issued 22,000,000 shares of our common stock pursuant to the 2008 Asset Purchase Agreement to Oxon in an offshore transaction (as defined in Rule 902 under Regulation S under the Securities Act) in reliance on Regulation S under the Securities Act, based upon representations made by Oxon in the 2008 Asset Purchase Agreement. All shares issued are “restricted securities” and have been endorsed with legends confirming their status as “restricted securities”.

• We completed an offering of 2,508,292 shares of our common stock (post-split) at a price of $0.0625 per share (post-split) to five investors on December 19, 2007. The total proceeds from this offering were $156,768. We completed this offering pursuant to Rule 903(a) and (b)(3) of Regulation S of the Act. The sale of these securities was completed as an “offshore transaction”, as defined in Rule 902(h) of Regulation S, on the basis that: (i) the investor was outside of the United States at the time the offer to purchase the units was made; and (ii) at the time the subscription agreement for the securities was executed, the investor was outside of the United States or we had a reasonable belief that the investor was outside of the United States. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States. The investor represented to us that the investor was not a U.S. person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a U.S. Person. The investor represented its intention to acquire the securities for investment only and not with a view toward distribution. Appropriate legends have been affixed to the stock certificates and the warrant certificates issued to the investor in accordance with Regulation S confirming that the securities cannot be resold or transferred other than pursuant to Regulation S, registration under the Securities Act or an exemption from the registration requirements of the Securities Act. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to the investor.

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02      Appointment of Officers and Compensatory Arrangements of Certain Officers.

We have entered into an executive employment agreement (the “Employment Agreement”) with Dr. Karen Elizabeth Jervis , as described above in Item 1.01 of this Current Report on Form 8-K, whereby Dr. Jervis will serve as the Chief Executive Officer of the Company. Pursuant to the appointment of Dr. Jervis as our Chief Executive Officer, we have also entered into an incentive agreement (the “Incentive Agreement”) with Dr. Jervis. The terms of the Employment Agreement and the Incentive Agreement are as summarized in Item 1.01 of this Current Report on Form 8-K.

Prior to the appointment of Dr. Jervis as our Chief Executive Officer, we had entered into a consulting agreement (the “Consulting Agreement”) with Dr. Jervis pursuant to which Dr. Jervis had agreed to provide certain consulting services to us in the area of scientific advice in connection with the business of

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the evaluation, acquisition and development of patents in the field of health care drug treatments offered by us and our associated companies for a period of one year effective from January 1, 2008. In consideration for her services under the Consulting Agreement, Dr. Jervis will receive 100,000 shares of our common stock. This event was reported in our annual report on Form 10-KSB filed with the Commission on January 24, 2008 and a copy of the Consulting Agreement filed therein as Exhibit 10.12 and incorporated as reference to this Current Report on Form 8-K.

The appointment of Dr. Jervis as our Chief Executive Officer was approved by written consent resolutions of the board of directors of the Company on January 31, 2008. Concurrent with this appointment, Konstantinos Kardiasmenos assumed the office of Head of Business Development. Following the appointment of Dr. Jervis, the Company’s current officers are as follows:

	Name	Title	Officer Since
1.	Dr. Karen Elizabeth Jervis	Chief Executive Officer	February 1, 2008
2.	Konstantinos Kardiasmenos	President, Director, Chief Financial Officer, Secretary and Treasurer; Head of Business Development	November 12, 2007
3.	David Cooper	Chairman of the Board	November 12, 2007
4.	Graham May	Chief Operating Officer	January 9, 2008

Dr. Jervis, who most recently served on the Company’s Scientific Advisory Board, will direct, in her new role as Chief Executive Officer, the Company’s growth in its business of identifying, evaluating, and acquiring potential blockbuster cancer drugs, and then marketing them to big pharmaceutical companies. Dr. Jervis previously has served as Head of Business Development for the Viragen Group, where she directed the development of that company’s early pre-clinical product portfolio, and established strategic external collaborations with academic, industrial and public sector organisations. Karen Jervis has substantial experience in business development and technology licensing in the field of biotechnology. She worked for Viragen (Scotland) from 1997-2007, holding positions such as Projects Manager, Director of Product Development, Head of Business Development (Europe) and ultimately Vice President and Managing Director of the company. Dr. Jervis obtained her Ph.D. in Protein Biochemistry from the University of Glasgow, her MBA from the University of Edinburgh, and her B.Sc. (Honours) from Napier University.

SECTION 8 – OTHER EVENTS

Item 8.01      Other Events

We borrowed $20,000 from a shareholder on January 29, 2008, which amount is repayable with interest at the rate of 10% per annum on May 29, 2008.

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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01      Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

None.

(b) Pro Forma Consolidated Financial Statements.

None.

(c) Exhibits.

Copies of the following documents are included as exhibits to this Current Report.

Exhibit Number	Description of Exhibit
10.1(1)	Intellectual Property Asset Purchase Agreement dated January 31, 2008 between the Company and Oxon Life Science Limited
10.2(1)	Form of Regulation S Subscription Agreement for 4,000,000 Unit Offering
10.3(1)	Employment Agreement between the Company and Dr. Karen Elizabeth Jervis dated January 31, 2008
10.4(1)	Incentive Agreement between the Company and Dr. Karen Elizabeth Jervis dated January 31, 2008

(1) Filed as an exhibit to this current report on Form 8-K.

__________

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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.

	NEXTGEN BIOSCIENCE INC.
Date: February 6, 2008	/s/ Graham May
	Graham May
	Chief Operating Officer

EX-10.1

EXHIBIT 10.1

ASSET PURCHASE AGREEMENT

THIS AGREEMENT effective as of 31^st January, 2008.

BETWEEN:

OXON LIFE SCIENCE LIMITED., a company incorporated pursuant to the laws of Nevis, British West Indies and having an address at Donegan, Zetlands, Nevis, St Kitts & Nevis, West Indies

(the “Seller”)

AND:

NEXTGEN BIOSCIENCE INC., a company incorporated pursuant to the laws of the State of Nevada and having a business address at 4^th Floor, 36 Spital Square, London, England, E1 6DY

(the “Buyer”)

WHEREAS:

A.      The Seller is the owner of certain assets and undertakings relating to the development of therapies for the treatment of certain types of cancer;

B.      The Buyer desires to purchase from the Seller and the Seller desires to sell and assign to the Buyer certain intellectual property assets of the Seller in exchange for shares of the Buyer on the terms and subject to the conditions of this Agreement; and

C.      In contemplation of the execution of this Agreement, the Seller has filed a patent application relating to the intellectual property assets contemplated hereby with the European Patent Office in the name of the Buyer.

NOW THEREFORE, in consideration of the mutual promises of the parties hereto, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and between the parties hereto as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

Definitions

1.1      In this Agreement, including the recitals and schedules, the following words and phrases have the following meanings:

(a)      “Affiliate” in respect of a Person, means any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, such first Person where “control” means, with respect to the relationship between or among two or more Persons, the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person;

(b)      “Assets” means all property and assets set forth in Schedule A hereto, which property and assets include, without limitation, the Contracts, the Intellectual Property and the Permits and Licenses;

(c)      “Business Day” means any day other than a Saturday, Sunday or public holiday in London, England;

(d)      “Closing” means the completion of the purchase and sale of the Assets on the terms and subject to the conditions contained in this Agreement by the Buyer and the Seller respectively;

(e)      “Closing Date” means the 1^st day of February, 2008, or such other day as agreed to in writing between the Parties on which the Closing is to occur;

(f)      “Disclosure Schedule” means the disclosure schedule attached as Schedule B hereto. The Disclosure Schedule will be arranged in sections corresponding to the numbered and lettered sections contained in this Agreement and the disclosure in any section qualifies other sections in this Agreement only to the extent that such disclosure specifically references the fact that it also qualifies or applies to such other specified sections;

(g)      “Encumbrance” means any lien, claim, charge, pledge, hypothecation, security interest, mortgage, title retention agreement, option, assignment, license or other encumbrance or adverse claim of any nature or kind whatsoever;

(h)      “Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

(i)      “Intellectual Property” means all rights in and to patents and patent applications, registered or unregistered trademarks, service marks, and trademark or service mark registrations and applications, trade names, logos, designs, Internet domain names, slogans and general intangibles of like nature, together with all goodwill relating to the foregoing, copyrights, copyright registrations, renewals and applications, Software, licenses, agreements and all other proprietary rights, which relate to the Assets;

(j)      “Party” means each party to this Agreement individually and “Parties” mean each Party collectively;

(k)      “Person” is to be broadly interpreted and includes an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or association, or a Governmental Entity;

(l)      “Purchase Price” means the Shares of the Buyer to be issued to the Seller at Closing in consideration for the purchase of the Assets;

(m)      “Purchaser’s Solicitors” means Lang Michener LLP;

(n)      “SEC” means the United States Securities and Exchange Commission; (o) “Securities Act” means the United States Securities Act of 1933, as amended; (p) “Shares” means 22,000,000 shares of the Buyer’s Common Stock;

Schedules

1.2      The following schedules are attached to, form part of, and are hereby incorporated by reference into this Agreement:

Schedule A – Description of Assets

Schedule B – Disclosure Schedule

Schedule C – Assignment of Intellectual Property

ARTICLE 2

SALE AND TRANSFER OF ASSETS; CLOSING

2.1      Sale of Assets. Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, covenants and agreements contained herein, at the Closing, the Seller shall sell, convey, assign and transfer the Assets to the Buyer, and the Buyer shall purchase the Assets from the Seller.

2.2      Consideration. In consideration of the sale, transfer and assignment to the Buyer of the Assets, at the Closing, the Buyer shall issue and deliver to the Seller the Shares, which Shares shall be subject to any increase or decrease in the Buyer’s share capital prior to Closing as a result of any subdivision or consolidation of the Buyer’s share capital.

2.3      The Closing. The Closing shall take place on the Closing Date at the offices of the Buyer or such other place as the parties may agree in writing.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE SELLER

To induce the Buyer to execute, deliver and perform this Agreement, and in acknowledgement of the Buyer’s reliance on the following representations and warranties (in addition to any other representations and warranties included in this Agreement), the Seller represents and warrants to the Buyer as follows as of the date hereof and as of the Closing Date:

3.1      Organization. The Seller is a corporation duly organized, validly existing and in good standing under the applicable laws of Nevis, West Indies with the power and authority to conduct its business as it is now being conducted and to own its assets.

3.2      Power and Authority. The Seller has the power and authority to execute, deliver, and carry out its obligations under the Agreement and any other agreements and instruments to be executed and delivered by it in connection with the transactions contemplated hereby, and the Seller has taken all necessary action to authorize the execution and delivery of this Agreement and such other agreements and instruments and the consummation of the transactions contemplated hereby, including but not limited to the receipt of all necessary regulatory approvals. This Agreement is, and the other agreements and instruments to be executed and delivered by the Seller in connection with the transactions contemplated hereby, when such other agreements and instruments are executed and delivered, shall be the valid and legally binding obligations of the Seller enforceable against the Seller in accordance with their respective terms.

3.3      Title to Assets. The Seller is the owner of all of the Assets free and clear of any and all Encumbrances. Without limiting the generality of the foregoing, neither the Seller’s Affiliates, consultants or clients, nor any employees of the Seller, own or possess any of the Assets (including, without limitation, any Intellectual Property) or any legal or beneficial interest in the Assets.

3.4      No Rights to Purchase Assets. There is no agreement, contract, option, commitment or other right in favour of, or held by, any person for the purchase of the Assets or any interest therein from the Seller.

3.5      No Conflict. Neither the execution and delivery of this Agreement and the other agreements and instruments to be executed and delivered in connection with the transactions contemplated hereby, nor the consummation of the transactions contemplated hereby, will violate or conflict with:

(a)      any law, regulation, ordinance, governmental restriction, order, judgment or decree applicable to the Seller;

(b)      any provision of any charter, bylaw or other governing or organizational instrument of the Seller; or

(c)      any mortgage, indenture, license, instrument, trust, contract, agreement, or other commitment or arrangement to which the Seller is a party or by which the Seller is bound.

3.6      Litigation. There are no actions, suits, claims, applications, complaints or investigations, directive, or notice of defect or non-compliance in any court or before any arbitrator or before or by any regulatory body, board, tribunal, administrative licensing or regulatory agency, body or office, or governmental department or governmental or non-governmental body issued or pending or, to the Seller’s knowledge, threatened by or against the Seller, or related to its business, the Assets or affecting the business or the operations of the business or the transactions contemplated by this Agreement and to the Seller’s knowledge there is not factual or legal basis which could give rise to any such actions, suit, proceeding, claim, application, complaint, investigation, directive or notice of defect or non-compliance.

3.7      Intellectual Property.

(a)      The Seller owns or has the valid right to use all of its Intellectual Property.

(b)      The Intellectual Property owned or used by the Seller is free and clear of all liens, charges, Encumbrances or other restrictions on transfer. The Seller is registered with all applicable governmental agencies as the sole owner of record for each application and registration listed on Schedule A.

(c)      The Seller owns no trademarks or software related to the Assets in any form. The patent registrations listed in Schedule A are valid and subsisting, in full force and effect, and have not been cancelled, expired, or abandoned. There is no pending or threatened opposition, interference or cancellation proceeding before any court or registration authority in any jurisdiction against such registrations or against any of the Intellectual Property licensed to the Seller pursuant to the License Agreements (as defined in the next paragraph).

(d)      Schedule A attached hereto sets forth a complete and accurate list of all agreements pertaining to the use of, or granting any right to use or practice any rights under, the Intellectual Property, whether the Seller is the licensee, licensor or user thereunder and whether written, oral, express or implied, and any written settlements or consents relating to any Intellectual Property and covenants not to sue (collectively, the “License Agreements”), indicating for each the title, the parties, date executed, and the Intellectual Property covered thereby. Except as set forth in Schedule B, there are no settlements, consents, judgments, or orders or other agreements which restrict any of the Seller’s rights to use any of the Intellectual Property or permit third parties to use any Intellectual Property which would otherwise infringe any of the Seller’s Intellectual Property.

(e)      To the best of the Seller’s knowledge, no third party is misappropriating, infringing, diluting, or violating any of the Intellectual Property owned by, assigned or licensed to the Seller, and no such claims are pending against a third party by the Seller.

3.8      Investor Representations. The Seller acknowledges and agrees that the Shares will be offered and sold to the Seller without being registered under the Securities Act and will be issued to the Seller in accordance with Rule 903 of Regulation S of the Securities Act in an “offshore transaction” within the meaning of Regulation S based on the representations and warranties of the Seller in this Agreement. As such, the Seller further acknowledges and agrees that all Shares will, upon issuance, be “restricted securities” within the meaning of the Securities Act.

3.9      Agreement Regarding Resale. The Seller agrees to resell the Shares only in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration pursuant to the Securities Act, and otherwise in accordance with all applicable state securities laws and the laws of any other jurisdiction. The Seller agrees that the Buyer may require the opinion of legal counsel reasonably acceptable to the Buyer in the event of any offer, sale, pledge or transfer of any of the Shares by the Seller pursuant to an exemption from registration under the Securities Act.

3.10      Prohibition Against Hedging Transactions. The Seller agrees not to engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act.

3.11      Right of Company to Refuse Transfer. The Seller agrees that the Buyer will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, pursuant to an available exemption from registration, or otherwise pursuant to this Agreement.

3.12      No Obligation to Register. The Seller acknowledges that the Buyer has not agreed and has no obligation to register the resale of the Shares under the Securities Act.

3.13      Share Certificates. The Seller acknowledges and agrees that any and all certificates representing the Shares will be endorsed with the following legend pursuant to Regulation S of the Securities Act or such similar legend as deemed advisable by legal counsel for the Buyer to ensure

compliance with Regulation S of the Securities Act and to reflect the status of the Shares as restricted securities:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER THE STATE SECURITIES LAWS OF ANY OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATIONS UNDER THE U.S. SECURITIES ACT, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULES 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF (C) OR (D) THE SELLER HAS FURNISHED TO THE CORPORATION AN OPINION TO SUCH EFFECT FROM COUNSEL, OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION PRIOR TO SUCH OFFER, SALE OR TRANSFER.”

3.14      Issuance of Shares. The Seller further represents and warrants to the Buyer as follows, and acknowledges that the Buyer is relying upon such covenants, representations and warranties in connection with the issue of the Shares to the Seller:

(a)      the Seller is not a “U.S. Person” as defined in Regulation S of the Securities Act and is not acquiring the Shares for the account or benefit of a U.S. Person;

(b)      the Seller was not in the United States at the time the offer to purchase the Shares was received or this Agreement was executed;

(c)      The Seller has not purchased the Shares as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television or other form of telecommunications, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

(d)      the Seller has such knowledge, sophistication and experience in business and financial matters such that it is capable of evaluating the merits and risks of the investment in the Shares. The Seller has evaluated the merits and risks of an investment in the Shares. The Seller can bear the economic risk of this investment, and is able to afford a complete loss of this investment;

(e)      the Seller acknowledges that the Buyer is in the early stages of development of its business and the Buyer’s success is subject to a number of significant risks, including the risk that the Buyer will not be able to finance its plan of operations. The Seller further acknowledges that (i) the Buyer has limited cash and working capital, (ii) the Buyer will have to raise additional capital in order to finance its plan of operations which capital may be raised by the issue of additional shares of its common stock which will result in dilution to the Seller, and (iii) the

Buyer has no arrangements for any financing in place and there is no assurance that any financing will be completed;

(f)      the Shares will be acquired by the Seller for investment for the Seller's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Seller has no present intention of selling, granting any participation in, or otherwise distributing the same in the United States or to any U.S. Person. The Seller does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares;

(g)      the Seller has been afforded access to information about the Buyer and the Buyer’s financial condition, results of operations, business, properties, management and prospects sufficient for it to evaluate an investment in the Shares. The Seller further represents that it has had an opportunity to ask questions and receive answers from representatives of the Buyer regarding the terms and conditions of the offerings completed by the Buyer and the business, properties, prospects and financial condition of the Buyer, each as is necessary to evaluate the merits and risks of investing in the Shares. The Seller believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Seller has had full opportunity to discuss this information with the Seller’s legal and financial advisers prior to execution of this Agreement;

(h)      the Seller acknowledges that the Buyer will rely on these representations in completing the issuance of the Shares to the Seller;

(i)      the Seller acknowledges that the offering of the Shares by the Buyer has not been reviewed by the United States Securities and Exchange Commission or any state securities regulatory authority;

(j)      this Agreement has been duly authorized, validly executed and delivered by the Seller; and

(k)      the Seller has satisfied itself as to the full observance of the laws of its jurisdiction in connection with the purchase of the Shares and the execution of this Agreement, including (i) the legal requirements within its jurisdiction of incorporation or residence of the Seller for the purchase of the Shares; (ii) any local or foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtained; (iv) the income tax and other tax consequences, if any, that may be relevant to an investment in the Shares; and (v) any restrictions on transfer applicable to any disposition of the Shares imposed by the jurisdiction in which the Seller is incorporated or resident.

3.15      Disclosure. No representation, warranty, or statement made by the Seller in this Agreement or in any document or certificate furnished or to be furnished to the Buyer pursuant to this Agreement contains or will contain any untrue statement or omits or will omit to state any fact necessary to make the statements contained herein or therein not misleading. The Seller has disclosed to the Buyer all facts known or reasonably available to the Seller that are material to the use of the Assets.

3.16      Truth at Closing. All of the representations, warranties and agreements made by the Seller contained in this Agreement shall be true and correct and in full force and effect as of the date hereof and as of the Closing Date.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF BUYER

To induce the Seller to execute, deliver and perform this Agreement, and in acknowledgement of the Seller’s reliance on the following representations and warranties, the Buyer hereby represents and warrants to the Seller as follows as of the date hereof and as of the Closing Date:

4.1      Organization. The Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada, with the power and authority to conduct its business as it is now being conducted and to own and lease its properties and assets.

4.2      Power and Authority. The Buyer has the power and authority to execute, deliver, and perform this Agreement and the other agreements and instruments to be executed and delivered by it in connection with the transactions contemplated hereby, and the Buyer has taken all necessary action to authorize the execution and delivery of this Agreement and such other agreements and instruments and the consummation of the transactions contemplated hereby. This Agreement is, and, when such other agreements and instruments are executed and delivered, the other agreements and instruments shall be, the valid and legally binding obligations of the Buyer, enforceable in accordance with their respective terms.

4.3      Broker’s or Finder’s Fees. The Buyer has not authorized any person to act as broker, finder, or in any other similar capacity in connection with the transactions contemplated by this Agreement.

4.4      No Conflict. Neither the execution and delivery by the Buyer of this Agreement and of the other agreements and instruments to be executed and delivered by the Buyer in connection with the transactions contemplated hereby or thereby, nor the consummation by the Buyer of the transactions contemplated hereby, will violate or conflict with: (a) any law, regulation, ordinance, governmental restriction, order, judgment or decree applicable to the Buyer; or (b) any provision of any charter, bylaw, or other governing or organizational instrument of the Buyer.

4.5      Capitalization – the authorized capital of the Buyer consists of 100,000,000 shares of common stock and 5,000,000 shares of preferred stock;

4.6      Truth at Closing. All of the representations, warranties, and agreements of the Buyer contained in this Agreement shall be true and correct and in full force and effect as of the date hereof and as of the Closing Date, except as otherwise contemplated hereby.

ARTICLE 5

COVENANTS OF THE SELLER PRIOR TO CLOSING

5.1      Conduct of Business. From the date hereof until the Closing Date, the Seller will use its commercially reasonable efforts to:

(a)	preserve the Assets;
(b)	use reasonable commercial efforts to preserve and prevent any damage to, destruction or loss of any of the Assets, whether or not such assets are covered by insurance;

(c)	take all action necessary to prevent the loss, cancellation, abandonment, forfeiture or expiration of any Intellectual Property;
(d)	give to the Buyer, the Buyer’s Solicitors, the Buyer’s advisors and other representatives of the Buyer, full access during normal business hours to management, properties, books, contracts, commitments and records of the Seller;
(e)	furnish the Buyer with all information concerning the Assets as the Buyer may reasonably request;
(f)	promptly advise the Buyer in writing of any material change in the condition of the Assets;
(g)	provide the Buyer with all information required to enable the Buyer to prepare and file all notices and applications required to be filed for the purposes of obtaining of any regulatory consent which is required in connection with the transactions contemplated herein;
(h)	keep in full force and effect any insurance;
(i)	not sell, agree to sell or otherwise dispose of or license, pledge or encumber any of the Assets;
(j)	not sell, transfer, license, sublicense or otherwise dispose of any Intellectual Property of the Seller, or amend or modify any existing agreements or rights with respect to any Intellectual Property of, or used by, the Seller, and in particular in no event shall the Seller license on an exclusive basis or sell any Intellectual Property of the Seller;
(k)	not waive the benefits of, agree to modify in any manner, terminate, release any person from or knowingly fail to enforce any confidentiality or similar agreement to which the Seller is a party or of which the Seller is a beneficiary; and
(l)	not take, or agree in writing or otherwise to take, any of the actions described in (a) through (k) above, or any action which would make any of the representations or warranties of the Seller in this Agreement untrue or incorrect in any material respect or prevent the Seller from performing its covenants hereunder or result in any of the conditions to the Agreement set forth herein not being satisfied.

5.2      Required Approvals. As promptly as practicable after the date of this Agreement, the Seller shall make all filings required by applicable law to be made by it in order to consummate the transactions contemplated hereby. The Seller shall:

(a)      cooperate with the Buyer with respect to all filings that the Buyer elects to make or is required by law to make in connection with the transactions contemplated hereby, and

(b)      cooperate with the Buyer in obtaining any consents contemplated hereby.

5.3      Necessary Steps. The Seller will to take all actions, steps and proceedings that are necessary or desirable to approve or authorize, or to validly and effectively undertake, the execution, delivery and performance of this Agreement, the other instruments and agreements contemplated hereby and the completion of the transactions contemplated hereby.

ARTICLE 6

COVENANTS OF THE BUYER PRIOR TO CLOSING

6.1      Ordinary Course of Business. The Buyer covenants and agrees with the Seller that following the execution of this Agreement and until Closing the Buyer will conduct its business in the ordinary and normal course thereof.

6.2      Necessary Steps. The Buyer will take all actions, steps and proceedings that are necessary or desirable to approve or authorize, or to validly and effectively undertake, the execution, delivery and performance of this Agreement and the completion of the transactions contemplated hereby.

ARTICLE 7

CONDITIONS TO THE SELLER’S OBLIGATIONS

The obligations of the Seller to be performed hereunder shall be subject to the satisfaction (or waiver by the Seller) at or prior to the Closing Date of each of the following conditions:

7.1      Representations and Warranties; Performance. The Buyer shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement required to be performed and complied with by it at or prior to the Closing Date and shall have delivered all documents required to be delivered at Closing as contemplated hereby, the representations and warranties of the Buyer set forth in this Agreement shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made at and as of the Closing Date (except as otherwise expressly contemplated by this Agreement), and the execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated hereby shall have been duly and validly authorized by the Buyer’s Board of Directors, and the Seller shall have received a certificate to that effect signed by a senior officer of the Buyer.

7.2      Litigation. No litigation shall be threatened or pending against the Buyer or the Seller that, in the reasonable opinion of counsel for the Seller, could result in the restraint or prohibition of any such party, or the obtaining of damages or other relief from such party, in connection with this Agreement or the consummation of the transactions contemplated hereby.

ARTICLE 8

CONDITIONS TO THE BUYER’S OBLIGATIONS

The obligations of the Buyer to be performed hereunder shall be subject to the satisfaction (or the waiver by the Buyer) at or prior to the Closing Date of each of the following conditions:

8.1      Representations and Warranties; Performance. The Seller shall have performed and complied in all respects with the covenants and agreements contained in this Agreement required to be performed and complied with by it at or prior to the Closing Date and shall have delivered all documents required to be delivered at Closing as contemplated hereby, the representations and warranties of the Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made at and as of the Closing Date (except as otherwise expressly contemplated by this Agreement), and the execution and delivery of this Agreement by the Seller and the

consummation of the transactions contemplated hereby shall have been duly and validly authorized by the Seller’s Board of Directors, and the Buyer shall have received a certificate to that effect signed by a senior officer of the Buyer.

8.2      No litigation. No litigation shall be threatened or pending against the Buyer or the Seller that, in the reasonable opinion of counsel for the Buyer, could result in the restraint or prohibition of any such party, or the obtaining of damages or other relief from such party, in connection with this Agreement or the consummation of the transactions contemplated hereby.

8.3      Due Diligence. The Buyer shall have completed its due diligence review of the Assets and shall have been satisfied with the findings thereof.

8.4      No Material Adverse Change. From the date hereof to the Closing Date, there shall have been no material adverse change to the Assets, taken as a whole, as determined by the Buyer in its sole discretion.

ARTICLE 9

CLOSING

9.1      Deliveries by the Seller. On Closing, the Seller shall deliver or cause to be delivered to the Buyer the following:

(a)	all bills of sale, assignments and transfers, in form and content reasonably satisfactory to the solicitors for the Buyer and the Seller, appropriate to effectively vest good and marketable title to the Assets in the Buyer to the extent contemplated by this Agreement, and immediately registrable in all places where registration of such instruments is required;
(b)	all instruments of assignment of Intellectual Property appropriate to effectively vest good and marketable title to the Intellectual Property in the Buyer to the extent contemplated by this Agreement, and immediately registrable in all places where registration of such instruments is required;
(c)	any other documents the Buyer may reasonably require to transfer to the Buyer on the Closing Date good and marketable title to the Assets, free and clear of all Encumbrances;
(d)	a certificate of an officer of the Seller certifying the truth and accuracy of the representations and warranties and compliance with covenants of the Seller in this Agreement, each as of the Closing Date;
(e)	direction from the Seller as to the manner of registration of the Shares, and in the event such shares are to be registered in a name other than the Seller, an Investment Agreement from such registered shareholder in such form as may be required by the Buyer and the Buyer’s solicitors, acting reasonably;
(f)	certified copy of the resolutions of the directors of the Seller approving this Agreement and the transactions contemplated hereby;
(g)	all books and records relating to the Assets; and

(h)	if the parties:
	(i)	settle on a mutually acceptable form of Closing agenda prior to the Closing Date, then such other Closing documents as are listed on that Closing agenda as Closing documents to be delivered by the Seller; or
	(ii)	choose not to or are unable to settle on a mutually acceptable form of Closing agenda prior to the Closing Date, then such other materials that are, in the opinion of the Seller and the Buyer acting reasonably, required to be delivered by either the Seller or the Buyer in order for it to have met its obligations under this Agreement.

9.2      Deliveries by Buyer. On Closing, the Buyer shall deliver or cause to be delivered to the Seller the following:

(a)	certified copy of the resolutions of the directors of the Buyer approving this Agreement and all of the transactions contemplated hereunder;
(b)	share certificate(s) representing the Shares issued in the name of the Seller, or as directed by the Seller, endorsed with the legends contemplated by this Agreement;
(c)	a certificate of an officer of the Buyer certifying the truth and accuracy of the representations and warranties and compliance with covenants of the Buyer in this Agreement, each as of the Closing Date;
(d)	if the parties:
	(i)	settle on a mutually acceptable form of Closing agenda prior to the Closing Date, then such other Closing documents as are listed on that Closing agenda as Closing documents to be delivered by the Buyer; or
	(ii)	choose not to or are unable to settle on a mutually acceptable form of Closing agenda prior to the Closing Date, then such other materials that are, in the opinion of the Seller and the Buyer acting reasonably, required to be delivered by the Buyer in order for it to have met its obligations under this Agreement.

ARTICLE 10

COVENANTS OF THE SELLER AND THE BUYER FOLLOWING CLOSING

10.1      Allocation of Purchase Price; Transfer Taxes.

(a)      Consistent with applicable tax rules, the Buyer shall allocate the Purchase Price to the Assets. The Buyer shall prepare and file, in a timely fashion, forms in a manner consistent with such allocation with the relevant tax authority. All tax returns and reports filed or prepared by the Buyer and/or the Seller with respect to the transactions contemplated by this Agreement shall be consistent with the allocation made by the Buyer under this §10.1(a) .

(b)      All sales, transfer, and similar taxes and fees (including all recording fees, if any) incurred in connection with this Agreement and the transactions contemplated hereby shall be

borne by the Seller and the Seller shall file all necessary documentation with respect to such taxes.

10.2      Further Assurances. Subject to the terms and conditions of this Agreement, each party agrees to use all of its reasonable efforts to take, or cause to be taken, all actions and to do or cause to be done, all things necessary and proper or advisable to consummate and make effective the transactions contemplated by this Agreement (including the execution and delivery of such further instruments and documents) as the other party may reasonably request.

10.3      Nondisclosure of Proprietary Data. The Parties shall hold confidential and in a fiduciary capacity for the benefit of each other all secret or confidential information, knowledge or data relating to the other or any of their affiliated companies, and their respective businesses, which shall not be or become public knowledge. Neither Party, without the prior written consent of the other, or as may otherwise be required by law or legal process, shall communicate or divulge either before or after the Closing Date any such information, knowledge or data to anyone other than the other Party and those designated by the other Party in writing.

ARTICLE 11

SURVIVAL AND INDEMNITY

11.1      Survival of Representations, Warranties, Etc. Each of the representations, warranties, agreements, covenants and obligations herein is material and shall be deemed to have been relied upon by the other party or parties and shall survive indefinitely after the date hereof and after the Closing and shall not merge in the performance of any obligation by any party hereto. All rights to indemnification contained in this Agreement shall survive the Closing indefinitely.

11.2      Indemnification by the Seller and Buyer. The parties shall indemnify, defend, and hold harmless each other, and each other’s representatives, stockholders, controlling persons and affiliates, at, and at any time after, the Closing, from and against any and all demands, claim, actions, or causes of action, assessments, losses, damages (including incidental and consequential damages), liabilities, costs, and expenses, including reasonable fees and expenses of counsel, other expenses of investigation, handling, and Litigation, and settlement amounts, together with interest and penalties asserted against, resulting to, imposed upon, or incurred by a party (the “Indemnified Party”), directly or indirectly, by reason of, resulting from, or arising in connection with: (i) any breach of any representation, warranty, or agreement of the other party (the “Indemnifying Party”) contained in or made pursuant to this Agreement, including the agreements and other instruments contemplated hereby; (ii) any breach of any representation, warranty, or agreement of the Indemnifying Party contained in or made pursuant to this Agreement, including the agreements and other instruments contemplated hereby, as if such representation or warranty were made on and as of the Closing Date; (iii) any claim by any person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such person with the Indemnifying Party in connection this Agreement or any of the transactions contemplated hereby; and (iv) to the extent not covered by the foregoing, any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs, and expenses, including reasonable fees and expenses of counsel, other expenses of investigation, handling, and Litigation and settlement amounts, together with interest and penalties, incident to the foregoing.

The remedies provided in this §11.2 will not be exclusive of or limit any other remedies that may be available to the either party to this Agreement.

ARTICLE 12

TERMINATION

12.1      Termination. This Agreement may be terminated at any time prior to the Closing Date:

(a)      by mutual written consent of the Seller and the Buyer;

(b)      by either the Seller or the Buyer if (i) there shall have been a material breach of any representation, warranty, covenant or agreement set forth in this Agreement, on the part of the Buyer, in the case of a termination by the Seller, or on the part of the Seller, in the case of a termination by the Buyer, which breach shall not have been cured, in the case of a representation or warranty, prior to Closing or, in the case of a covenant or agreement, within ten (10) business days following receipt by the breaching party of notice of such breach, or (ii) any permanent injunction or other order of a court or other competent authority preventing the consummation of the transactions contemplated hereby shall have become final and non-appealable; or

(c)      by either the Seller or the Buyer on 10 days written notice, if the transactions contemplated hereby shall not have been consummated on or before 29^th February, 2008; provided, however, that the right to terminate this Agreement pursuant to this §12.1(c) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the consummation of the transactions contemplated hereby to have occurred on or before the aforesaid date.

12.2      Effect of Termination. Each party’s right of termination under §12.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to §12.1, unless otherwise specified in this Agreement, all further obligations of the parties under this Agreement will terminate; provided, however, that if this Agreement is terminated by a party because of the breach of this Agreement by the other party or because one or more of the conditions to the terminating party’s obligations under this Agreement is not satisfied as a result of the other party’s failure to comply with its obligations under this Agreement, the terminating party’s rights to pursue all legal remedies will survive such termination unimpaired.

ARTICLE 13

MISCELLANEOUS

13.1      Entire Agreement. This Agreement, including the Schedules hereto, and the other certificates, agreements, and other instruments to be executed and delivered by the parties in connection with the transactions contemplated hereby, constitute the sole understanding of the parties with respect to the subject matter hereof and supersede all prior oral or written agreements with respect to the subject matter hereof.

13.2      Purchaser’s Solicitors. The Seller acknowledges and agrees that the Buyer’s Solicitors have acted as counsel only to the Buyer and that the Buyer’s Solicitors are not protecting the rights and interests of any other Party and that the Seller has had the opportunity to seek and was not prevented from seeking independent legal advice before the execution and delivery of this Agreement and all other agreements, certificates or instruments to be executed or delivered by the Seller pursuant to or contemplated by this Agreement. If the Seller did not avail itself of the opportunity to seek independent

legal advice before signing this Agreement, the Seller did so voluntarily without any undue pressure and agrees that such failure to obtain independent legal advice will not be used by the Seller as a defence to the enforcement by the Buyer of the obligations of the Seller under this Agreement or such other agreements, certificates or instruments

13.3      Parties Bound by Agreement; Successors and Assigns. The terms, conditions, and obligations of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

13.4      Amendments and Waivers. No modification, termination, extension, renewal or waiver of any provision of this Agreement shall be binding upon a party unless made in writing and signed by such party. A waiver on one occasion shall not be construed as a waiver of any right on any future occasion. No delay or omission by a party in exercising any of its rights hereunder shall operate as a waiver of such rights.

13.5      Severability. If for any reason any term or provision of this Agreement is held to be invalid or unenforceable, all other valid terms and provisions hereof shall remain in full force and effect, and all of the terms and provisions of this Agreement shall be deemed to be severable in nature. If for any reason any term or provision containing a restriction set forth herein is held to cover an area or to be for a length of time which is unreasonable, or in any other way is construed to be too broad or to any extent invalid, such term or provision shall not be determined to be null, void and of no effect, but to the extent the same is or would be valid or enforceable under applicable law, any court of competent jurisdiction shall construe and interpret or reform this Agreement to provide for a restriction having the maximum enforceable area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under applicable law.

13.6      Attorney’s Fees. Should any party hereto retain counsel for the purpose of enforcing, or preventing the breach of, any provision hereof including, but not limited to, the institution of any action or proceeding, whether by arbitration, judicial or quasi-judicial action or otherwise, to enforce any provision hereof or for damages for any alleged breach of any provision hereof, or for a declaration of such party’s rights or obligations hereunder, then, whether such matter is settled by negotiation, or by arbitration or judicial determination, the prevailing party shall be entitled to be reimbursed by the losing party for all costs and expenses incurred thereby, including, but not limited to, reasonable attorneys’ fees for the services rendered to such prevailing party.

13.7      Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.

13.8      Headings. The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.

13.9      Expenses. Except as specifically provided herein, the Seller and the Buyer shall each pay all costs and expenses incurred by it or on its behalf in connection with this Agreement and the transactions contemplated hereby, including fees and expenses of its own financial consultants, accountants, and counsel.

13.10      Notices. All notices, requests, demands, claims, and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received if by personal delivery, on the next business day if by facsimile or other similar

means of electronic communication or five business days after such notice, request, demand, claim or other communication is sent, if sent by registered or certified mail, return receipt requested, postage prepaid; and, in any case, all such communications must be addressed to the intended recipient at the address set forth on the first page of this Agreement. Any party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means, but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other party notice in the manner herein set forth.

13.11      Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Nevada without giving effect to the principles of choice of law thereof.

13.12      Arbitration. Any dispute arising under or in connection with any matter related to this Agreement or any related agreement shall be resolved exclusively by arbitration. The arbitration shall be in conformity with and subject to the applicable rules and procedures of the American Arbitration Association. All parties agree to be (1) subject to the jurisdiction and venue of the arbitration in the State of Nevada, (2) bound by the decision of the arbitrator as the final decision with respect to the dispute and (3) subject to the jurisdiction of the Superior Court of the State of Nevada for the purpose of confirmation and enforcement of any award.

13.13      References, Etc.

(a)      Whenever reference is made in this Agreement to any Article, Section, or paragraph, such reference shall be deemed to apply to the specified Article, Section or paragraph of this Agreement.

(b)      Wherever reference is made in this Agreement to a Schedule, such reference shall be deemed to apply to the specified Schedule attached hereto, which are incorporated into this Agreement and form a part hereof. All terms defined in this Agreement shall have the same meanings in the Schedules attached hereto.

(c)      Any form of the word “include” when used herein is not intended to be exclusive (e.g., “including” means “including, without limitation”).

13.14      No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any person.

13.15      No Third Party Beneficiary Rights. No provision in this Agreement is intended or shall create any rights with respect to the subject matter of this Agreement in any third party.

13.16      Such Other Acts. The parties hereto shall do all such things, and take such acts and execute such documents as are necessary to give effect to the transactions contemplated hereby.

13.17      Electronic Means. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date first indicated above.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf as of the date first indicated above.

OXON LIFE SCIENCE LIMITED
	/s/ Lars Christiansen
Per:
	Authorized Signatory
Name:	Lars Christiansen
Title:	Director
NEXTGEN BIOSCIENCE INC.
	/s/ Konstantinos Kardiasmenos
Per:
	Authorized Signatory
Name:	Konstantinos Kardiasmenos
Title:	Director

SCHEDULE A

ASSETS PURCHASED

The Assets purchased are comprised of the following and all related intellectual and other property:

Technology

Use and ownership of patent application for the treatment of cancer.

The patent application is an improved method for the purification of undifferentiated stem cells from solid breast carcinomas that are normally resistant to conventional therapies. Such stem cells are valuable for identifying new tumour markers and novel therapeutic targets both for early diagnosis and for targeted therapeutic strategies.

Such therapeutic strategies are based on cytokine neutralizing antibodies against interleukin-4 (IL-4) and interleukin-10 (IL-10) and antibodies reactive with HMW-MAA which are found in high levels in stem cells from solid breast carcinomas.

Trade Marks

None

Patent Applications

EPO P2039EP00 – Title: ““Method for inducing breast carcinoma stem cell death” Filer: NextGen Bioscience Inc; Denmark’s Patent Office submission # PA 2007 01846: December 22nd, 2007.

Copyright

None

Other Assets

None

SCHEDULE B

DISCLOSURE SCHEDULE

1.1(f)	Consents and Approvals Required:
	None
3.7(d)	Agreements Pertaining to use of Intellectual Property:
	None

SCHEDULE C

ASSIGNMENT OF INTELLECTUAL PROPERTY

WHEREAS OXON LIFE SCIENCE LIMITED, a company incorporated in Nevis, British West Indies and having an address at Donegan, Zetlands, Nevis, St Kitts & Nevis, West Indies (the “Assignor”), is the owner of all right, title and interest in and to all of the Assets, as such term is defined in an Asset Purchase Agreement effective as of 31^st January, 2008 by and between the Assignor and NEXTGEN BIOSCIENCE INC. (the “Assignee”);

     AND WHEREAS NEXTGEN BIOSCIENCE INC., a company incorporated under the laws of State of Nevada and having a business address at 4^th Floor, 36 Spital Square, London, England E1 6DY, is desirous of securing the entire right, title and interest in and to the Assets;

     NOW, THEREFORE, be it known that, for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, we, as Assignor, have sold, assigned, transferred, and set over, and do hereby sell, assign, transfer, and set over unto the Assignee or its designees, and their lawful successors and assigns, our entire right, title, and interest in and to the Assets.

     AND, WE HEREBY further covenant and agree that we, as Assignor, will, without further consideration, communicate with the Assignee, its successors and assigns, any facts known to us respecting the Assets and testify in any legal proceeding, sign all lawful papers when called upon to do so, execute and deliver all papers that may be necessary or desirable to perfect the title to the Assets in said Assignee or designee, and their successors and assigns, understanding that any expense incident to the execution of such papers shall be borne by the Assignee, its successors and assigns.

EXECUTED this 31st day of January, 2008.

IN TESTIMONY WHEREOF, We have hereunto set our hands.

OXON LIFE SCIENCE LIMITED

	/s/ Lars Christiansen
Per:
	Name: Lars Christiansen
	Title: Director

WITNESS:

On this 31st day of January, 2008, before me personally appeared Lars Christiansen, who is known to me to be the individual who executed the foregoing instrument on behalf of the Assignor and who acknowledged to me that he/she executed the same and was duly authorized by the Assignor to do so.

Signed, Sealed and Delivered in the presence of:	)
	)
/s/ Graham May	)
	)
	)
Witness (Signature)	)
	)
Graham May	)
Name (please print)	)
	)
13 Penningtons	)
Address	)
	)
Bishops Stortford, CM23 4LE, UK	)
City, Province	)
	)
Lawyer
Occupation

EX-10.2

EXHIBIT 10.2

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

REGULATION S SUBSCRIPTION AGREEMENT

(FOR NON-U.S. SUBSCRIBERS)

THIS AGREEMENT is made effective as of the date of acceptance set forth on the execution page to this Agreement.

BETWEEN:

NEXTGEN BIOSCIENCE INC., a Nevada corporation

(hereinafter called the “Company”)

OF THE FIRST PART

AND:

THE SUBSCRIBER LISTED ON THE EXECUTION PAGE TO THIS AGREEMENT

(hereinafter called the “Subscriber”)

OF THE SECOND PART

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1
DEFINITIONS

1.1 Definitions. The following terms will have the following meanings for all purposes of this Agreement:

(a) “Agreement” shall mean this Agreement, and all schedules and amendments to the Agreement;

(b) “Closing” shall mean the closing of the purchase and sale of the Units in accordance with the terms and conditions of this Agreement;

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(c) “Common Stock” means the Common Stock of the Company with a par value of $0.001 per share;

(d) “Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended;

(e) “Subscriber” shall mean the Subscriber executing the signature page to this Agreement;

(f) “Offering” shall mean the offering of up to 4,000,000 Units by the Company at the Subscription Price;

(g) “SEC” shall mean the United States Securities and Exchange Commission; (h) “Securities” shall mean the Units, the Shares, the Warrants and the Warrant Shares; (i) “Securities Act” shall mean the United States Securities Act of 1933, as amended;

(j) "Shares" means those shares of Common Stock to be purchased by the Subscriber and comprising a portion of the Units;

(k) “Subscription Price” means the subscription price of $0.125 per Unit payable by the Subscriber to the Company in consideration for the purchase and sale of the Units, in the aggregate amount of $500,000 and in accordance with Section 2.1 of this Agreement;

(l) “Warrant” means one share purchase warrant, in the form attached as Schedule B to this Agreement, entitling the Subscriber to purchase one share of Common Stock of the Company at a price of $0.25 per share for a two year term following the purchase and sale of the Units;

(m) "Warrants" means those Warrants to be purchased by the Subscriber and comprising a portion of the Units;

(n) “Warrant Shares” means the shares of common stock issuable upon exercise of the Warrants;

(o) “Unit” means a unit consisting of one (1) Share and one (1) whole Warrant; and

(p) “Units” means the aggregate of 4,000,000 Units to be purchased by the Subscriber from the Company in accordance with the terms and conditions of this Agreement.

1.2      Schedules. The following schedules are attached to and form part of this Agreement:

Schedule A Definition of U.S. Person
Schedule B Form of Warrant

1.3      Currency. All dollar amounts referred to in this agreement are in United States funds, unless expressly stated otherwise.

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ARTICLE 2
PURCHASE AND SALE OF SHARES

2.1      Agreement to Subscribe. Subject to the terms and conditions of this Agreement, the Subscriber hereby subscribes for and agrees to purchase from the Company an aggregate of 8,000,000 Units at the Subscription Price. Upon execution of this Agreement, the subscription by the Subscriber will be irrevocable.

2.2      Acceptance by Company. Upon execution of this Agreement by the Company, the Company agrees to sell the Units to the Subscriber for the Subscription Price.

2.3      Payment of Subscription Price. The Subscription Price is payable by the Subscriber to the Company prior to or contemporaneously with the execution of this Agreement by the Subscriber and will be advanced to the Company or its solicitors. The Subscriber acknowledges that if the funds are advanced to the Company’s solicitors, the solicitors shall release such funds to the Company on confirmation by the Company that it will accept the subscription.

2.4      Loan Pending Closing. Pending acceptance by the Company of the subscription for the Units, all funds paid by the Subscriber on account of the Subscription Price shall be deposited by the Company and immediately available to the Company for its corporate purposes. In the event the Closing is not completed, the subscription funds will constitute a non-interest bearing demand loan of the Subscriber to the Company.

2.5      Delivery of Certificates. The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Agreement to the Subscriber’s address indicated on the signature page of this Agreement.

2.6      No Minimum Subscription. The Subscriber acknowledges and agrees that the subscription for the Shares and the Company’s acceptance of the subscription is not subject to any minimum subscription for the Offering.

2.7      Compliance with Securities Laws. Any acceptance by the Company of the Subscription is conditional upon compliance with all securities laws and other applicable laws of the jurisdiction in which the Subscriber is resident. Each Subscriber will deliver to the Company all other documentation, agreements, representations and requisite government forms required by the lawyers for the Company as required to comply with all securities laws and other applicable laws of the jurisdiction of the Subscriber.

ARTICLE 3
AGREEMENTS, REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER

3.1      Exemption from Registration. The Subscriber acknowledges and agrees that the Securities will be offered and sold to the Subscriber without such offers and sales being registered under the Securities Act and will be issued to the Subscriber in an offshore transaction outside of the United States in accordance with a safe harbour from the registration requirements of the Securities Act provided by Rule 903 of Regulation S of the Securities Act based on the representations and warranties of the Subscriber in this Agreement. As such, the Subscriber further acknowledges and agrees that all Securities will, upon issuance, be “restricted securities” within the meaning of the Securities Act.

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3.2      Resales of Securities. The Subscriber acknowledges that that the Securities may not be offered, resold, pledged or otherwise transferred except through an exemption from registration under the Securities Act or pursuant to an effective registration statement under the Securities Act and in accordance with all applicable state securities laws and the laws of any other jurisdiction. The Subscriber agrees to resell the Securities only in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration pursuant to the Securities Act. The Subscriber agrees that the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, pursuant to an available exemption from registration. The Subscriber agrees that the Company may require the opinion of legal counsel reasonably acceptable to the Company in the event of any offer, sale, pledge or transfer of any of the Securities by the Subscriber pursuant to an exemption from registration under the Securities Act.

3.3      Registration Rights. The Company agrees to (i) file a registration statement with the SEC under the Securities Act in order to register the resale by the Subscriber of the Shares and the Warrant Shares within ninety (90) days of the date of Closing, and (ii) use its best efforts to pursue the effectiveness of the registration statement as early as possible.

3.4      Hedging Transactions. The Subscriber agrees not to engage in hedging transactions with regard to the Securities unless in compliance with the Securities Act.

3.5      Share Certificates. The Subscriber acknowledges and agrees that all certificates representing the Shares and Warrant Shares will be endorsed with the following legend, or such similar legend as deemed advisable by legal counsel for the Company, to ensure compliance with Regulation S of the Securities Act and to reflect the status of the Shares and Warrant Shares as restricted securities:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

3.6      Warrant Exercises. The Subscriber acknowledge and agree that the Warrants may only be exercised (i) outside the United States in an offshore transaction in accordance with Rule 903 of Regulation S, or (ii) within the United States pursuant to exemption from the registration requirements of the Securities Act. In order to establish the availability of Rule 903, the Subscriber acknowledges and agrees that it will not be entitled to exercise the Warrants unless at the time of such exercise the Subscriber is able to make the representations and warranties with respect its purchase of the Warrant Shares set forth in the exercise form attached to the certificate representing the Warrants. If the Warrants are to be exercised pursuant to an exemption from the registration requirements of the Securities Act, the Subscriber will be required to deliver a legal opinion in form and substance satisfactory to the Company to the effect that the Warrant Shares may be issued pursuant to an exemption from the registration requirements of the Securities Act.

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3.7      Warrant Certificates. The Subscriber acknowledges and agrees that certificates representing the Warrants will be in the form attached hereto as Schedule B. The Subscriber further acknowledges and agrees that all certificates representing the Warrants will be endorsed with the following legend, or such similar legend as deemed advisable by legal counsel for the Corporation, to ensure compliance with Rule 903 of Regulation S of the Securities Act and to reflect the status of the Warrants as restricted securities:

“THIS WARRANT AND THE SHARES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS THE WARRANT AND THE UNDERLYING SHARES AND WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

3.8      Representations and Warranties of the Subscriber. The Subscriber, represents and warrants to the Company as follows, and acknowledges that the Company is relying upon such covenants, representations and warranties in connection with the sale of the Securities to the Subscriber:

(a)      The Subscriber is not a “U.S. Person” as defined by Regulation S of the Securities Act, as set forth in Schedule A of this Agreement.

(b)      The Subscriber is not acquiring the Securities for the account or benefit of a U.S. Person.

(c)      The Subscriber was not in the United States at the time the offer to purchase the Securities was received or at the time this Agreement was executed.

(d)      The Subscriber has such knowledge, sophistication and experience in business and financial matters such that it is capable of evaluating the merits and risks of the investment in the Securities. The Subscriber has evaluated the merits and risks of an investment in the Securities. The Subscriber can bear the economic risk of this investment, and is able to afford a complete loss of this investment.

(e)      The Subscriber acknowledges that the Company is in the early stages of development of its business and the Company’s success is subject to a number of significant risks, including the risk that the Company will not be able to finance its plan of operations and that the Company’s

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business plan will not succeed. The Subscriber acknowledges that any forward-looking information provided by the Company to the Subscriber are subject to risks and uncertainties and that the Company’s actual results may differ materially from the results anticipated.

(f)      The Securities will be acquired by the Subscriber for investment for the Subscriber's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same. The Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities.

(g)      The Subscriber has received or has had full opportunity to review the Company’s filing with the SEC under the Exchange Act (the “Company’s SEC Filings”). The Subscriber has had full opportunity to ask questions and receive answers from representatives of the Company regarding the Company’s SEC Filings, the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Company, each as is necessary to evaluate the merits and risks of investing in the Securities. The Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Securities. The Subscriber has had full opportunity to discuss this information with the Subscriber’s legal and financial advisers prior to execution of this Agreement.

(h)      The Subscriber represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

(i)      The Subscriber has satisfied himself or herself as to the full observance of the laws of his or her jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including (i) the legal requirements within his jurisdiction for the purchase of the Securities; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtained; (iv) the income tax and other tax consequences, if any, that may be relevant to an investment in the Securities; and (v) any restrictions on transfer applicable to any disposition of the Securities imposed by the jurisdiction in which the Subscriber is resident.

(j)      The Subscriber has not purchased the Securities as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television or other form of telecommunications, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

(k)      This Agreement has been duly authorized, validly executed and delivered by the Subscriber.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     4.1      Representations and Warranties of the Company. The Company represents and warrants to the Subscriber and acknowledges that the Subscriber is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement:

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(a)      The Company is a corporation duly incorporated and in good standing under the laws of the State of Nevada, and has the requisite corporate power and authority to conduct its business as it is currently being conducted, to enter into this Agreement and to sell the Securities to the Subscriber.

(b)      The execution and delivery by the Company of this Agreement has been duly authorized by all necessary action on the part of the Company, and no further consent or action is required by the Company, its board of directors or its stockholders.

(c)      The issuance of the Securities has been duly authorized by all necessary corporate action of the Company.

(d)      The issuance of the Shares and the Warrants has been duly authorized and, when issued upon payment thereof in accordance with this Agreement, will have been validly issued, fully paid and non-assessable. The Warrant Shares have been authorized and validly reserved for issuance, and when issued upon exercise of the Warrant in accordance with the terms thereof (and upon payment of the exercise price therefor), will be validly issued, fully paid and non-assessable.

(e)      The existing stockholders of the Company have no pre-emptive or similar rights to purchase shares of Common Stock from the Company.

(f)      The issue and sale of the Securities by the Company does not and will not conflict with, and does not and will not result in a breach of, any of the terms of its Articles of Incorporation or Bylaws or any agreement or instrument to which the Company is a party.

ARTICLE 5
MISCELLANEOUS PROVISIONS

5.1      Effectiveness of Representations; Survival. Each party is entitled to rely on the representations, warranties and agreements of each of the other parties and all such representation, warranties and agreement will be effective regardless of any investigation that any party has undertaken or failed to undertake. The representation, warranties and agreements will survive the purchase and sale of the Securities.

5.2      Further Assurances. Each of the parties hereto will cooperate with the others and execute and deliver to the other parties hereto such other instruments and documents and take such other actions as may be reasonably requested from time to time by any other party hereto as necessary to carry out, evidence, and confirm the intended purposes of this Agreement.

5.3      Amendment. This Agreement may not be amended except by an instrument in writing signed by each of the parties.

5.4      Expenses. Each party to this Agreement will bear its respective expenses incurred in connection with the preparation, execution, and performance of this Agreement and the transactions contemplated hereby, including all fees and expenses of agents, representatives, counsel, and accountants.

5.5      Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersede all prior arrangements and understandings, both

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written and oral, expressed or implied, with respect thereto. Any preceding correspondence or offers are expressly superseded and terminated by this Agreement.

5.6      Severability. If one or more provisions of this Agreement is held to be unenforceable under applicable law, such provision will be excluded from this Agreement and the balance of this Agreement will be enforceable in accordance with its terms.
Notices. All notices and other communications required or permitted under to this Agreement must be in writing and will be deemed given if sent by personal delivery, faxed with electronic confirmation of delivery, internationally-recognized express courier or registered or certified mail (return receipt requested), postage prepaid. All such notices and other communications will be deemed to have been received (a) in the case of personal delivery, on the date of such delivery, (b) in the case of a fax, when the party sending such fax has received electronic confirmation of its delivery, (c) in the case of delivery by internationally-recognized express courier, on the business day following dispatch and (d) in the case of mailing, on the fifth business day following mailing.

5.7      Headings. The headings contained in this Agreement are for convenience purposes only and will not affect in any way the meaning or interpretation of this Agreement.

5.8      Benefits. This Agreement is and will only be construed as for the benefit of or enforceable by those persons party to this Agreement.

5.9      Assignment. This Agreement may not be assigned (except by operation of law) by any party without the consent of the other parties.

5.10      Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Nevada applicable to contracts made and to be performed therein.

5.11      Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

5.12      Electronic Means. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date of its acceptance by the Company.

5.13      Schedules and Exhibits. The schedules and exhibits are attached to this Agreement and incorporated herein.

5.14      Counterparts. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

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IN WITNESS WHEREOF, this Subscription Agreement is executed as of the day and year first written above.

Number of Units Subscribed for:
Subscription Price (per Unit):	$0.125 per Unit
Total Subscription Price (US$):
Signature of Subscriber or Authorized Signatory of Subscriber:
Name of Authorized Signatory of Subscriber (if applicable):
Title of Authorized Signatory of
Subscriber (if applicable):
Name of Subscriber:
Address of Subscriber:
ACCEPTED BY:
NEXTGENBIOSCIENCE INC.
Signature of Authorized Signatory:
Name of Authorized Signatory:
Position of Authorized Signatory:
Date of Acceptance:

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SCHEDULE A

DEFINITION OF U.S. PERSON

A “U.S. Person” is defined by Regulation S of the Act to be any person who is:

(a)	any natural person resident in the United States;
(b)	any partnership or corporation organized or incorporated under the laws of the United States;
(c)	any estate of which any executor or administrator is a U.S. person;
(d)	any trust of which any trustee is a U.S. person;
(e)	any agency or branch of a foreign entity located in the United States;
(f)	any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporate, or (if an individual) resident in the United States; and
(g)	any partnership or corporation if:
	(i)	organized or incorporated under the laws of any foreign jurisdiction; and
	(ii)	formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited Subscribers [as defined in Section 230.501(a) of the Act] who are not natural persons, estates or trusts.

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SCHEDULE B

FORM OF WARRANT

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THIS WARRANT AND THE SHARES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS THE WARRANT AND THE UNDERLYING SHARES AND WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

NEXTGEN BIOSCIENCE INC.
A NEVADA CORPORATION (the “Company”)

COMMON STOCK PURCHASE WARRANT CERTIFICATE

DATE OF ISSUANCE:

Warrant Certificate No. S-

Name of Holder:
Address of Holder:
Number of Shares:
Exercise Price:	US$0.25 per Share for a period of two years from the date of issuance until the Expiry Date
Expiry Date:

THIS WARRANT CERTIFIES THAT, for value received, the above named holder or its registered assigns (the “Holder”), shall have the right to purchase from the Company the above referenced number of fully paid and non-assessable shares (the “Shares”) of the Company’s common stock (the “Common Stock”) at an exercise price equal to the exercise price set forth above (the "Exercise Price"), subject to further adjustment as set forth in this Certificate, at any time from the date hereof until 5:00 P.M., Pacific time, on the expiry date set forth above (the “Expiry Date”). This Warrant is issued pursuant to the Subscription Agreement between the Company and Holder (the “Subscription Agreement”) pursuant to which the Holder purchased units consisting of one share of Common Stock and one warrant to purchase one additional share of Common Stock. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

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1.      Exercise.

     1.1      Procedure for Exercise of Warrant. The Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof:

(a)	a duly executed Notice of Exercise in substantially the form attached as Schedule A,
(b)	either (i) a written certification that the Holder is not a U.S. person, as defined under Regulation S of the Securities Act, and that the Warrant is not being exercised on behalf of a U.S. person, which written certificate may be contained in the Notice of Exercise delivered pursuant to sub-paragraph (a) above; or (ii) a written opinion of counsel to the effect that the Warrant and the Shares have been registered under the Securities Act or are exempt from registration thereunder;
(c)	payment of the Exercise Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and
(d)	this Warrant.

Payment of the Exercise Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Exercise Price for each share being purchased.

     1.2      Delivery of Certificate and New Warrant. In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder, together with any other securities or other property which the Holder is entitled to receive upon exercise of this Warrant, shall be delivered to the Holder hereof, at the Company’s expense, within a reasonable time, not exceeding thirty (30) calendar days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of Shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Exercise Price was received by the Company, irrespective of the date of delivery of such certificate.

     1.3      Restrictive Legend. This Warrant and the Shares have not been registered under the Securities Act of 1933, as amended, (the "Securities Act") and the Warrants have been and the Shares, upon exercise of the Warrants, will be issued pursuant to exemptions from the registration requirements of the Securities Act. Neither this Warrant nor any of the Shares or any other security issued or issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Act relating to such security or an exemption from the registration requirements of the Securities Act. Each certificate for the Warrant, the Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. The Holder understands that this Warrant constitutes and the Shares upon issuance will constitute “restricted securities” under the Securities Act. The holder acknowledges and agrees that all certificates representing the Shares will be endorsed with the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE

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BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

     1.4      Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion of the Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional share interest by paying to Holder an amount computed by multiplying the fractional interest by the current market price of a full Share.

2.      Covenants of the Company.

     2.1      Authorized Shares. The Company covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant.

     2.2      Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and non-assessable, and free from all transfer taxes, liens and charges with respect to the issue thereof.

3.      Transfer and Replacement.

     (a)      Subject to compliance with any applicable securities laws and the conditions set forth herein, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto 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 Shares without having a new Warrant issued.

     (b)      The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants.

     (c)      If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer that (i) the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, and (ii) that the holder or transferee execute and deliver to the Company such documentation as is

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necessary to establish that the shares are being transferred pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws or in an offshore transaction pursuant to and in accordance with Rule 904 of Regulation S of the Securities Act.

     (d)      The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

4.      Adjustments of Exercise Price and/or Number of Shares.

     4.1      Subdivision or Combination of Shares. The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Shares or other securities of the Company which it would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Shares or other securities of the Company which are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number of Shares or other securities resulting from such adjustment at an Exercise Price per Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Shares or other securities of the Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

     4.2      Reorganization, Reclassification, Consolidation, Merger or Sale. If any recapitalization, reclassification or reorganization of the share capital of the Company, or any consolidation or merger of the Company with another Company, or the sale of all or substantially all of its shares and/or assets or other transaction (including, without limitation, a sale of substantially all of its assets followed by a liquidation) shall be effected in such a way that holders of Common Stock shall be entitled to receive shares, securities or other assets or property, then, as a condition of such recapitalizations, reclassifications, reorganizations, consolidations, mergers or sales, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares, securities or other assets or property as may be issued or payable with respect to or in exchange for the number of outstanding Common Stock which such Holder would have been entitled to receive had such Holder exercised this Warrant immediately prior to the consummation of such recapitalizations, reclassifications, reorganizations, consolidations, mergers or sales. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to give effect to the adjustments provided for in this Section 4 including, without limitation, adjustments to the Exercise Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this

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Section 4.2 shall similarly apply to successive recapitalizations, reclassifications, reorganizations, consolidations, mergers or sales.

     4.3      Notice of Adjustment. Whenever the number of Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is adjusted, as herein provided, the Company shall give notice thereof to the Holder, which notice shall state the number of Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Shares (and other securities or property) after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made.

5.      Miscellaneous Provisions.

     5.1      Notices. Any notice or other document required or permitted to be given or delivered to the Holder shall be delivered or forwarded to the Holder at the address for Holder provide on the first page of this Warrant or to such other address or number as shall have been furnished to the Company in writing by the Holder. Any notice or other document required or permitted to be given or delivered to the Company shall be delivered or forwarded to the Company at the address or number as shall have been furnished to Holder in writing by the Company. All notices, requests and approvals required by this Warrant shall be in writing and shall be conclusively deemed to be given (a) when hand-delivered to the other party, (b) when received if sent by facsimile at the address and number set forth above; provided that notices given by facsimile shall not be effective, unless either (i) a duplicate copy of such facsimile notice is promptly given by depositing the same in the mail, postage prepaid and addressed to the party as set forth below or (ii) the receiving party delivers a written confirmation of receipt for such notice by any other method permitted under this paragraph; and further provided that any notice given by facsimile received after 5:00 p.m. (recipient’s time) or on a non-business day shall be deemed received on the next business day; (c) five (5) business days after deposit in the United States mail, certified, return receipt requested, postage prepaid, and addressed to the party as set forth below; or (d) the next business day after deposit with an international overnight delivery service, postage prepaid, addressed to the party as set forth below with next business day delivery guaranteed; provided that the sending party receives confirmation of delivery from the delivery service provider.

     5.2      Limitation of Liability. No provision hereof, in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the Exercise Price hereunder or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

     5.3      No Rights as Stockholder. This Warrant shall not entitle the Holder to any of the rights of a stockholder of the Company except upon exercise in accordance with the terms hereof.

     5.4      Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada as applied to agreements among Nevada residents made and to be performed entirely within the State of Nevada, without giving effect to the conflict of law principles thereof.

     5.5      Waiver, Amendments and Headings. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by both parties (either generally or in a particular instance and either retroactively or prospectively). The headings in this Warrant are for purposes of reference only and shall not affect the meaning or construction of any of the provisions hereof.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer effective as of the 31^st day of January, 2008.

	NEXTGEN BIOSCIENCE INC.
	Per:
Signature of Authorized Signatory:
Name of Authorized Signatory:
Position of Authorized Signatory:

SCHEDULE A

FORM OF NOTICE OF EXERCISE

TO: NEXTGEN BIOSCIENCE INC.

The undersigned hereby exercises the right to purchase the number of shares of common stock of NextGen Bioscience Inc. (the "Company") set forth below (the "Shares") pursuant to the Warrant to Purchase Common Stock issued by the Company and dated 31^st January 2008 In accordance with the provisions of the Warrant, the undersigned hereby tenders the following concurrently with the delivery of this Notice of Exercise (i) payment of the Exercise Price payable by the undersigned for the Shares (the “Purchase Price”) in effect for each of the Shares being purchased, and (ii) the original Warrant.

Number of Shares Purchased:	Shares
Aggregate Purchase Price:	US$

The undersigned represents and warrants to and agrees with the Company that:

1.	It has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and it is able to bear the economic risk of loss of its entire investment.
2.	The Company has provided to it the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and it has had access to such information concerning the Company as it has considered necessary or appropriate in connection with its investment decision to acquire the Shares.
3.	It is acquiring the Shares for its own account, for investment purposes only and not with a view to any resale, distribution or other disposition of the Shares in violation of the United States securities laws.
4.	It understands the Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or the securities laws of any state of the United States and that the sale contemplated hereby is being made in reliance on a safe-harbour from such registration requirements.
5.	The undersigned is not a “U.S. Person” as defined by Regulation S of the Securities Act and is not acquiring the Shares for the account or benefit of a U.S. Person.
	A “U.S. Person” is defined by Regulation S of the Act to be any person who is:
	(h)	any natural person resident in the United States;
	(i)	any partnership or corporation organized or incorporated under the laws of the United States;
	(j)	any estate of which any executor or administrator is a U.S. person;

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(k)	any trust of which any trustee is a U.S. person;
(l)	any agency or branch of a foreign entity located in the United States;
(m)	any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporate, or (if an individual) resident in the United States; and
(n)	any partnership or corporation if:
	(i)	organized or incorporated under the laws of any foreign jurisdiction; and
	(ii)	formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited Subscribers [as defined in Section 230.501(a) of the Act] who are not natural persons, estates or trusts.

6.	The undersigned was not in the United States at the time the offer to purchase the Shares was received and the Subscriber was not in the United States at the time these Warrants were exercised.
7.	The undersigned acknowledges that the Shares are “restricted securities” within the meaning of the Securities Act and will be issued to the Subscriber in accordance with Regulation S of the Securities Act without registration under the Securities Act.
8.	The undersigned agrees to resell the Shares only in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration pursuant to the Securities Act.
9.	The undersigned agrees not to engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act.
10.	The Subscriber acknowledges and agrees that all certificates representing the Shares will be endorsed with the following legend in accordance with Regulation S of the Securities Act:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

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11. The Subscriber and the Company agree that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, pursuant to an available exemption from registration, or pursuant to this Agreement.

Date of Execution:

Signature of Purchaser or Authorized Signatory of Purchaser (if the Purchaser is not an individual):

Name of Authorized Signatory of Purchaser(if the Purchaser is not an individual):

Title of Authorized Signatory of Purchaser(if the Purchaser is not an individual):

Name of Purchaser:

Address of Purchaser:

EX-10.3

EXHIBIT 10.3

DATED 31^ST JANUARY 2008

NEXTGEN BIO UK LIMITED.	(1)
and
DR. KAREN ELIZABETH JERVIS	(2)
EMPLOYMENT AGREEMENT

DATE OF EMPLOYMENT AGREEMENT 31^ST JANUARY 2008

PARTIES

(1)	NEXTGEN BIO UK LIMITED, a company incorporated under the laws of England and Wales whose registered office is at 4th Floor, 36 Spital Square, London, E1 6DY, England (“the Company”).
(2)	DR KAREN ELIZABETH JERVIS of 1 Bellfield Crescent, Eddleston, Peebles, EH45 8RQ (“the Executive”).

WHEREAS the Board of Directors of the Company has approved the terms of this Agreement under which the Executive is to be retained to provide Employments.

IT IS AGREED as follows:

1.	DEFINITIONS
	1.1	In this Agreement the following words, phrases and expressions shall have the following meanings:
		1.1.1	"Board" means the Board of Directors of the Company from time to time and any such person or committee authorised by the Board as its representative for the purposes of this Agreement;
		1.1.2	“Chairman” means the Chairman of the Company for the time being;
		1.1.3	"Commencement Date" means 1st February 2008 or such later date as may be mutually agreed between the parties;
		1.1.4	"Group Company" means the Company and its subsidiaries and any holding company of the Company and any subsidiary of such holding company and any associated company (which expression shall mean any other company of which the Company or its holding company or any subsidiary or the company or its holding company beneficially holds not less than 20% of the equity share capital);
		1.1.5	"Immediate Relatives" means husband, common law spouse, children, brothers, sisters, cousins, aunts, uncles, parents, grandparents, and the aforesaid relatives by marriage;
		1.1.6	"Termination Date" means the date upon which this Agreement is terminated (and references to "from the Termination Date" means from and including the date of such termination);
	1.2	Any reference to a statutory provision includes all re-enactments and modifications of it or the provision referred to and any regulations made under it or under the provision referred to.

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	1.3	The headings in this Agreement have been inserted for convenience only and they do not form part of this Agreement and do not affect its interpretation or construction.
	1.4	Any reference to the Executive shall, if appropriate, include her personal representatives.
2.	THE APPOINTMENT
	2.1	The Executive shall provide the services hereunder, and the Company shall from the Commencement Date, appoint the Executive, and the Executive shall act as Chief Executive Officer of a Group Company.
	2.2	The Executive shall provide the services as described hereunder to the fullest extent envisaged by this Agreement, but subject to non- availability due to incapacity as per Clause 13 and during holidays granted in accordance with the normal policy of the Company in force from time to time.
3.	DURATION
	3.1	This Agreement shall, subject to termination in accordance with the terms of this Agreement, commence on the Commencement Date and shall continue until terminated in accordance with Clause 17.
4.	DUTIES
	4.1	The Executive:
		4.1.1	shall:
			4.1.1.1	carry out such duties and functions;
			4.1.1.2	exercise such powers; and
			4.1.1.3	comply with such instructions;
			in connection with the business of the Company and the Group Companies as the Board reasonably determines from time to time; and
		4.1.2	shall comply with all the Company's reasonable rules, regulations, policies and procedures from time to time in force.
	4.2	Unless prevented by incapacity as per Clause 13 or holiday as set out below, the Executive will:
		4.2.1	devote sufficient of her time, attention and skill during her working hours under this Agreement insofar as may reasonably be required to the affairs of the Company; and

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	4.2.2	use her best endeavours to promote the interests of the Company at all times.
4.3	The Executive acknowledges and agrees that she is at all times during this Agreement, including during any period of suspension or while she is on garden leave in accordance with clause 17.5, subject to duties of goodwill, trust, confidence, exclusive service in accordance with Clause 6, faith and fidelity to the Company which duties include, without limitation, the duty throughout the duration of this Agreement:
	4.3.1	not to compete with the Company or with any Group Company;
	4.3.2	not to make preparations (during such hours during which the Executive should be providing services under this Agreement) to compete with the Company or with any Group Company after this Agreement has terminated;
	4.3.3	not to solicit in competition with the Company or with any Group Company any customer or customers of the Company or of any Group Company;
	4.3.4	not to entertain invitations to provide services in a personal capacity from customers of the Company or of any Group Company where such invitations relate to services which could be provided by the Company or by any Group Company;
	4.3.5	not to offer employment to employees of the Company or of any Group Company (other than employment by the Company or by any Group Company); and
	4.3.6	not to copy or memorise confidential information or trade secrets of the Company or of any Group Company with a view to using or disclosing such information for a purpose other than for the benefit of the Company or of that Group Company.
4.4	The Executive will at all times promptly give to the Board (in writing if requested) all information, explanations and assistance that the Board may reasonably require in connection with:
	4.4.1	the business or affairs of the Company and of the Group Companies; and
	4.4.2	her duties under this Agreement.
4.5	The Executive will:
	4.5.1	report to the Chairman; and
	4.5.2	be directly responsible to the Board.
4.6	The Executive shall not without the prior written consent of the Board:

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		4.6.1	incur any capital expenditure in excess of such sums as may be authorised from time to time; or
		4.6.2	enter into (on behalf of the Company or of any Group Company) any commitment, contract or arrangement:
			4.6.2.1	otherwise than in the normal course of business; or
			4.6.2.2	outside the scope of her normal duties; or
			4.6.2.3	which may be reasonably considered to be of an unusual, onerous or long-term nature.
5.	NORMAL HOURS
	5.1	The Executive shall conform to such hours of work as may from time to time reasonably be required of her as are consistent with this Agreement.
	5.2	The Executive expressly acknowledges and affirms:
		5.2.1	that she has control over the hours which she works; and
		5.2.2	that her working time is not monitored or determined by the Company.
6.	OTHER INTERESTS
	6.1	The Executive:
		6.1.1	shall devote as much of her time to the Company during her working hours under this Agreement as is necessary to fulfil her duties hereunder; and
		6.1.2	shall not (without the prior written consent of the Board) directly or indirectly either on her own account or on behalf of any other person, company, business entity or other organisation:
			6.1.2.1	engage in; or
			6.1.2.2	be concerned with; or
			6.1.2.3	provide services to (whether as an employee, officer, director, agent, partner, consultant or otherwise) any other business or other activity which does or might reasonably be expected to affect the performance of her duties under this Agreement; or
			6.1.2.4	accept any other engagement or public office;
			EXCEPT THAT the Executive may hold up to 8% (eight percent) of any securities in a company which is quoted on any

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			recognised Stock Exchange and may take up and/or continue part time honorary positions as a Member of the Scottish Scientific Advisory Committee to the Scottish Government and as a Consultant to the Royal Zoological Society of Scotland.
	6.2	The Executive:
		6.2.1	confirms that to the best of her knowledge and belief she has fully disclosed to the Company in writing all circumstances in respect of which there is, or there might be, a conflict of interests between:
			6.2.1.1	the Company or any Group Company; and
			6.2.1.2	the Executive or her Immediate Relatives; and
		6.2.2	agrees fully to disclose to the Board any such circumstances which may arise during this Agreement.
7.	PLACE OF WORK
	7.1	The parties agree that the Executive's place of work shall be, usually in Scotland, at her own home office but may be also occasionally in London, at such premises of which the Company has the use in London from time to time and, in particular, the Executive shall be required to attend the meetings of the Company’s Advisory Board either in London or mainland Europe or elsewhere as notified by the Board, reasonable notice being given to the Executive of such requirement to attend these meetings.
	7.2	In performance of the Executive’s duties under this Agreement, she may also be required to travel both throughout and outside the United Kingdom for the better performance of those duties.
8.	REMUNERATION
	8.1	The Executive will receive a monthly fee ("Monthly Fee") which shall be paid to the Executive in equal monthly instalments in arrears on or before the last working day of each calendar month and shall be according to the following schedule:
		8.1.1	£3,750 per month from the Commencement Date to 30th April 2008:
		8.1.2	£4,000 per month to 31st July 2008;
		8.1.3	£6,667 per month to 31st July 2009;
		8.1.4	£8,333 per month to 31st July 2010.

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9.	EXPENSES
9.1	It is acknowledged that under normal circumstances, the Company will pay all reasonable travelling, hotel and other expenses properly authorised by the Chairman (acting reasonably), such expenses which are incurred in or about the proper performance of the Executive’s duties and which shall be evidenced in such manner as the Company may reasonably expect from time to time, however in such instances where the Executive pays for the aforesaid expenses, she shall be entitled to be repaid in full on demand with the following Monthly Fee.
10.	OTHER BENEFITS
	10.1	There are no other benefits given by the Company to the Executive.
11.	PENSION
	11.1	There is no Company pension scheme in force.
12.	HOLIDAYS
	12.1	The Company's holiday year runs from 1 January to 31 December.
	12.2	The Executive will in addition to bank and public holidays be entitled to 25  working days' paid holiday in each holiday year.
	12.3	Holidays shall accrue on a pro rata basis throughout each holiday year.
13.	INCAPACITY
	13.1	If the Executive is incapacitated from performing her duties under this Agreement the Executive will notify the Company as soon as possible and then keep the Company informed.
	13.2	If such incapacity continues for a period of eight working days or more the Executive will produce to the Company a medical certificate to cover the duration of such absence.
	13.3	The Executive must produce medical certificates to cover any further period of absence.
	13.4	For the avoidance of doubt the provisions of this clause 13 will not prejudice or limit in any way the Company's right to terminate this Agreement pursuant to clauses 3 and 17 or otherwise pursuant to its terms.
	13.5	The Company may terminate the Agreement in accordance with clause 17.2.6  or by making a payment in lieu pursuant to clause 17.5.
14.	CONFIDENTIAL INFORMATION

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14.1	The Executive acknowledges that she will be exposed to information about the Company's business and the businesses of Group Companies and that of the Company's and the Group Companies' suppliers and customers:
	14.1.1	which amounts to a trade secret, is confidential or is commercially sensitive;
	14.1.2	which may not be readily available:
		14.1.2.1	to others engaged in a similar business to that of the Company or of any of the Group Companies; or
		14.1.2.2	to the general public; and
	14.1.3	which if disclosed will be liable to cause significant harm to the Company or to such Group Companies.
14.2	Such information (whether recorded in writing, on computer disc or in any other medium) is referred to in this clause 14 as "Confidential Information".
14.3	The Executive has therefore agreed to accept the restrictions contained in this clause 14.
14.4	The Executive will not either directly or indirectly during the term of this Agreement or after its termination without limit in time for her own purposes or for any purposes other than those of the Company or of any Group Company (for any reason and in any manner) use or divulge or communicate to any person, firm, company or organisation (except to those officials of the Company or any Group Company whose province it is to know the same) any secret or Confidential Information or information constituting a trade secret acquired or discovered by her in the course of her employment with the Company relating to the private affairs or business of the Company or of any Group Company or of their suppliers, customers, management or shareholders.
14.5	The restrictions contained in this clause 14 do not apply to:
	14.5.1	any disclosure:
		14.5.1.1	authorised by the Board; or
		14.5.1.2	required in the ordinary and proper course of the provision of services hereunder; or
		14.5.1.3	required by order of any court of competent jurisdiction or by an appropriate regulatory authority; or
		14.5.1.4	otherwise required by law; or

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			14.5.1.5	of information that was in the public domain at the time of disclosure to the Executive or which is subsequently put into the public domain by or with the authority of the Company.
			14.5.1.6	of information which is acquired or developed by the Executive independently of her duties to the Company and not as a result of breach of confidence by her
		14.5.2	any information, or Confidential Information that the Executive can demonstrate was known to the Executive prior to the date of this Agreement.
	14.6	The Executive will not other than with the approval of the Chairman or of any Director of the Group Company to whom she reports:
		14.6.1	make or issue any press, radio or television statement; or
		14.6.2	publish or submit for publication any letter or article relating directly or indirectly to the business affairs of the Company or of Group Company.
	14.7	The provisions of this clause 14 are without prejudice to the duties and obligations of the Executive to be implied into this Agreement at common law.
15.	INTELLECTUAL PROPERTY
	15.1	The Executive acknowledges that because of:
		15.1.1	the nature of the duties and services hereunder; and
		15.1.2	the particular responsibilities arising as a result of such duties;
		she owes to the Company and to any of the Group Companies a special obligation to further the interests of the Company and of the Group Companies.
	15.2	The Executive shall promptly disclose to the Company any idea or invention created by her in the normal course of the provision of services under this Agreement.
	15.3	The Executive acknowledges that all trade marks, registered designs, design rights, copyright, database rights and other intellectual property rights (together, where registrable, with the right to apply for registration of the same, aside from those described in clause 15.2), whether in existence now or coming into existence at any time in the future, will, on creation in the normal course of the services under this Agreement, vest in and be the exclusive property of the Company or of any of the Group Companies which the Company may nominate and if required to do so (whether during or after the termination of this Agreement):

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		15.3.1	the Executive shall execute all instruments and do all things necessary to vest ownership in the above rights in the Company as sole beneficial owner at the Company’s sole cost; and
		15.3.2	where the same does not automatically vest by any applicable law, the Executive shall immediately assign the same to the Company; and
		15.4.3	the Executive irrevocably agrees to waive all moral rights in respect of such materials or works.
	15.4	The Executive appoints the Company to be her attorney in her name and on her behalf:
		15.4.1	to execute any such instrument or do any such thing necessary for the purpose of giving to the Company or to its nominee the full benefit of the provisions of this clause 15; and
		15.4.2	to acknowledge in favour of any third party that a certificate in writing signed by any director or secretary of the Company that any instrument or act falls within the authority conferred shall be conclusive evidence that such is the case.
	15.5	Clauses 15.1, 15.2, 15.3, and 15.4 cannot be amended or varied other than by written agreement with the parties.
16.	STATEMENTS
	16.1	The Executive shall not at any time knowingly make any untrue or misleading statement in relation to the Company or to any Group Company.
	16.2	The Executive shall not at any time after the termination of this Agreement represent herself as being in any way connected with or interested in the Company or with or in any of the Group Companies or with or in any of their respective businesses unless the particulars are specifically agreed in writing with the Company.
17.	TERMINATION
	17.1	This agreement shall terminate on 31st July 2010 and may be terminated at any time prior to that date:
		17.1.1	by the Company after giving to the Executive three months’ notice in writing; and
		17.1.2	by the Executive after giving to the Company three month’s notice in writing.
	17.2	The Company may terminate this Agreement immediately without notice in writing (even if the Company may have allowed any time to elapse or on a former occasion may not have enforced its rights under

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	this clause 17) and without obligation to pay any compensation to the Executive if:
	17.2.1	after final written warning, without any reasonable cause, she neglects or refuses to perform all or any of her duties or obligations under this Agreement; or
	17.2.2	the Executive misconducts herself whether during or outside the course of her duties under this Agreement in such a way that the business, operation, interests or reputation of the Company or of any Group Company are or are likely to be materially prejudicially affected; or
	17.2.3	the Executive commits any criminal offence (including in particular any offence involving dishonesty or violence) other than:
		17.2.3.1	a summary motoring offence; or
		17.2.3.2	any other offence which does not in the reasonable opinion of the Board affect her position under this Agreement; or
	17.2.4	the Executive is convicted of an offence under any statutory enactment or regulation relating to insider dealing; or
	17.2.5	the Executive becomes bankrupt or makes or attempts to make any composition with creditors; or
	17.2.6	the Executive becomes of unsound mind; or
	17.2.7	the Executive commits any act of gross misconduct during the course of her duties under this Agreement; or
	17.2.8	the Executive is guilty of any deliberate act of discrimination, harassment or victimisation on race, sex or disability grounds.
17.3	The Company shall have the right to suspend the Executive (subject to the continued payment of the Monthly Fee and the continued provision of the Executive’s benefits) pending any investigation into any potential dishonesty, gross misconduct or any other circumstances which may give rise to a right for the Company to terminate this Agreement pursuant to clause 17.2 above for such reasonable period as it takes to conduct such an investigation.
17.4	The Executive may terminate this Agreement with immediate effect if the business of the Company is conducted in such a manner so as to be incompatible with the Executive’s obligations as a chief executive of a  company.
17.5	During any period of notice, and provided that the Company continues to pay the Monthly Fee and to provide all benefits to which the

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		Executive is contractually entitled (or a sum in lieu of the value to her of such benefits) until the termination of this Agreement, the Company shall be entitled at its absolute discretion:
		17.5.1	to require the Executive not to carry out her duties or to exercise her powers or responsibilities under this Agreement during the remaining period of the notice period (or any part of such period);
		17.5.2	to require the Executive to resign immediately from any offices which she may hold in the Company or in any Group Company;
		17.5.3	to require the Executive not to attend any premises of the Company or of any Group Company during the remaining period of this Agreement (or any part of such period);
		17.5.4	to require the Executive not to make contact with any employees, agents, customers or clients of the Company or of any Group Company except as directed by the Company during the remaining period of her notice (or any part of such period);
		17.5.5	to require the Executive to return to the Company all documents, computer discs and other property (including summaries, extracts or copies) belonging to the Company or to any Group Company or to its or their clients or customers; and
		17.5.6	to require the Executive to work from her home and/or (insofar as it is reasonable) to carry out exceptional duties or special projects outside the normal scope of her duties and responsibilities.
	17.6	Where notice is served, whether by the Company or by the Executive, to terminate the Agreement the Company may at its absolute discretion, at any time during the period of notice:
		17.6.1	terminate the Agreement forthwith without thereby being in breach of this Agreement; and
		17.6.2	in full and final settlement of the Executive's contractual claims under this Agreement pay to the Executive an amount equal to:
			17.6.2.1	the Monthly Fee; and
			17.6.2.2	the capitalised value of the benefits to which the Executive is entitled;
			under this Agreement for the remaining period of notice.
18.	DEDUCTIONS
	The Executive hereby authorises the Company at any time during the continuance of this Agreement and in any event on termination howsoever

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	arising, to deduct from the Monthly Fee (which for this purpose includes payment in lieu of notice, commission, bonus, holiday pay and sick pay) all debts owed by the Executive to the Company or to any Group Company, including but without limitation:
	18.1	the balance outstanding of any loans (and interest where appropriate) advanced by the Company to the Executive;
	18.2	the cost of repairing any damage or loss to the Company's property caused by the Executive.
19.	RECONSTRUCTION OF THE COMPANY
	The Executive shall have no claim against the Company if this Agreement is terminated by reason of the liquidation of the Company for the purposes of amalgamation or reconstruction provided that the Executive is offered an equivalent agreement with any concern or undertaking resulting from such amalgamation or reconstruction on terms and conditions which, taken as a whole, are not less favourable than the terms of this Agreement.
20.	DELIVERY OF DOCUMENTS AND PROPERTY
	20.1	On termination of this Agreement for any reason (or earlier if requested) the Executive will immediately deliver up to the Company all property (including but not limited to any documents and software, credit cards, keys and security passes) belonging to it or to any Group Company in the Executive’s possession or under her control.
	20.2	For the purposes of clause 20.1 documents and software include (but are not limited to) correspondence, diaries, address books, databases, files, reports, minutes, plans, records, documentation or any other medium for storing information.
	20.3	The Executive's obligations under this clause 20 include the return of all copies, drafts, reproductions, notes, extracts or summaries (however stored or made) of all documents and software.
	20.4	The Company may withhold any monies then owing to the Executive in any respect pending her providing, if so requested, her written undertaking that she has complied with the obligations contained in this clause 20.
21.	RESIGNATION AS DIRECTOR
	21.1	Without prejudice to clause 17.5.2 the Executive will on termination of this Agreement for any reason at the request of the Board promptly resign without claim for compensation:
		21.1.1	as a director or member of the advisory board of the Company; and

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		21.1.2	from all trusteeships held by her of any pension scheme or other trusts established by the Company or by any Group Company or by any other company with which the Executive has had dealings as a consequence of her secondment with the Company.
	21.2	If the Executive fails to resign within seven days of such request, the Company is irrevocably authorised to appoint a person to execute any documents and to do everything necessary to effect such resignation or resignations on the Executive's behalf.
22.	DISCIPLINARY AND GRIEVANCE PROCEDURES
	22.1	There is no disciplinary procedure applicable to the Executive.
	22.2	The Executive is expected:
		22.2.1	to conduct herself in a suitable manner; and
		22.2.2	to exhibit the standard of behaviour commensurate with her position.
	22.3	If the Executive has any grievance relating to this Agreement, she should raise it with the Chairman and thereafter (if the matter is not resolved) with the Board.
23.	DATA PROTECTION
	23.1	The Company shall hold personal data in relation to the Executive in its manual and automated filing systems.
	23.2	The Executive consents to the processing and disclosure of such data both inside and, where necessary, outside the European Economic Area.
	23.3	The Executive agrees that personal information relating to the Executive may be disclosed for marketing and/or PR purposes and in connection with the performance of the services under this Agreement.
	23.4	The Executive agrees to use all reasonable endeavours to keep the Company informed of any changes to the Executive’s personal data.
	23.5	The Executive agrees to adhere to the Company's reasonable data protection rules and procedures insofar as he is informed of them.
24.	E-MAIL AND INTERNET POLICY
	The Executive agrees to adhere to the Company's e-mail and internet policy insofar as she is informed of it.

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25.	COLLECTIVE AGREEMENTS
	There are no collective agreements with Trade Unions that directly affect the terms and conditions of this Agreement.
26.	NOTICES
	26.1	Any notice to be given under this Agreement to the Executive may be
		26.1.1	given to the Executive personally or
		26.1.2	sent to her by pre-paid first class letter or
		26.1.3	sent by facsimile transmission addressed to her at her last known place of residence.
	26.2	Any notice to be given to the Company:
		26.2.1	should be addressed to the Chairman; and
		26.2.2	may be served by leaving it at or sending it by pre-paid first class letter to its UK representative office for the time being.
	26.3	Any notice served by post shall be deemed to have been served forty-eight hours after it was posted and proof that the notice was properly addressed, pre-paid and posted shall be sufficient evidence of service.
27.	PRIOR AGREEMENTS
	With the exception of the Consultancy Agreement and the Incentive Scheme entered or to be entered into between the Executive and a Group Company, this Agreement cancels and is in substitution for all previous letters of engagement, agreements and arrangements (whether oral or in writing) relating to the subject matter hereof between the Company or any Group Company and the Executive all of which shall be deemed to have been terminated by mutual consent.
28.	RIGHTS OF THIRD PARTIES
	This Agreement does not confer rights on the Executive's spouse or dependants or on any third party.
29.	GOVERNING LAW AND JURISDICTION
	29.1	This Agreement shall be governed by and interpreted in accordance with the law of England.
	29.2	The parties to this Agreement submit to the exclusive jurisdiction of the English Courts in relation to any claim, dispute or matter arising out of or relating to this Agreement.

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29.3 Any delay by any party in exercising any of its or her rights under this Agreement will not constitute a waiver of such rights.

IN WITNESS of which the parties have executed this Agreement on the date set out above.

EXECUTED by the Company which was delivered when dated, acting by:

Chief Operating Officer
Signature	: /s/ Graham May
Name	: Graham May

EXECUTED by the Executive which was delivered when dated:

Signature : /s/ Karen Elizabeth Jervis

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EX-10.4

EXHIBIT 10.4

INCENTIVE AGREEMENT: 31ST JANUARY 2008

PARTIES

(1)	NEXTGEN BIOSCIENCE INC., a company incorporated under the laws of Nevada, USA, whose UK representative office is at 4th Floor, 36 Spital Square, London, E1 6DY, England (“the Company”).
(2)	DR KAREN ELIZABETH JERVIS of 1 Bellfield Crescent, Eddleston, Peebles, EH45 8RQ (“the Executive”).

WHEREAS

(A)	The Company and the Executive have entered into an Employment Agreement of even date herewith (“Employment Agreement”) under which the Executive is retained by the Company to provide services and to act as Chief Executive for a period to 31st July 2010 unless terminated by either party on three months’ written notice.
(B)	The key objectives of the role of the Executive as identified by the Company and hereby notified to the Executive are to focus on the following areas;
		To keep expenses under control.
		To run the day to day business of the Company.
		To raise new money.
		To seek and obtain grants.
		To seek and provide exit strategies for the Company’s drug targets.
(C)	The parties have agreed to enter into this Agreement to record the incentives to be offered to the Executive by the Company as a reward for achieving the objectives specified in (B) above.

IT IS AGREED as follows:

1.	MONEYRAISING
	1.1	The Company shall issue to the Executive 1,000,000 of its shares of NextGen Bioscience Inc free of charge for every complete $10,000,000 in cash raised in the Company during the term of this agreement, up to a maximum of 3,000,000 shares (i.e. 1,000,000 shares to be issued on $10,000,000 being reached, a further 1,000,000 shares to be issued on

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		$20,000,000 being reached, and a further 1,000,000 shares to be issued on $30,000,000 being reached).
2.	GRANTS
	2.1	The Company shall issue to the Executive 500,000 of its shares in NextGen Bioscience Inc free of charge for every complete $1,000,000 in cash received by the Company in the form of a grant from a third party during the term of this agreement, up to a maximum of 1,500,000 shares (i.e. 500,000 shares to be issued on $1,000,000 being reached, a further 500,000 shares to be issued on $2,000,000 being reached, and a further 500,000 shares to be issued on $3,000,000 being reached).
3.	EXIT OF TARGETS
	3.1	The Company shall issue to the Executive 1,500,000 of its shares free of charge for every successful exit (“Exit”) from the receipt of sale proceeds or receipt of stage payments, royalties or other payments in respect of each such exit (“Cash Compensation”) from third parties, in the following stages;
		3.1.1	500,000 shares to be issued on $1,000,000 of Cash Compensation for a particular Exit being reached;
		3.1.2	a further 500,000 shares to be issued on $6,000,000 of Cash Compensation for a particular Exit being reached; and
		3.1.3	a further 500,000 shares to be issued on $15,000,000 of Cash Compensation for a particular Exit being reached.
	3.2	The shares issues in 3.1 above shall apply to a maximum of five Exits of targets by the Company.
4.	DURATION
	4.1	This Agreement shall, subject to automatic termination in the event of a termination of the Employment Agreement in accordance with the terms of this Agreement, commence on 1st February 2008 and shall continue until 31st July 2010.
5.	ISSUE OF SHARES
	5.1	The Company shall issue the shares to be awarded to the Executive under this Agreement on or about 31st July 2010. In the event of an earlier termination of this Agreement through the termination of the Employment Agreement the Company shall issue the shares earned by the Executive up to that effective date of termination within 21 days of the effective date of termination.
	5.2	It is agreed that the Executive will execute a form of investment agreement confirming the restricted status of the shares to be received

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		under U.S. securities laws. Issuance of the shares will be conditional upon delivery of the investment agreement. The investment agreement will, among other things, confirm the Executive’s representation that she acknowledges that the shares are restricted under U.S. securities laws, that she is acquiring the shares for investment and not for distribution, that the certificates representing the shares will be legended and that she is a sophisticated purchaser able to evaluate the risks and merits of an investment in the Company's shares.
6.	NOTICES
	6.1	Any notice to be given under this Agreement to the Executive may be
		6.1.1	given to the Executive personally or
		6.1.2	sent to her by pre-paid first class letter or
		6.1.3	sent by facsimile transmission addressed to her at her last known place of residence.
	6.2	Any notice to be given to the Company:
		6.2.1	should be addressed to the Chairman; and
		6.2.2	may be served by leaving it at or sending it by pre-paid first class letter to its UK representative office for the time being.
	6.3	Any notice served by post shall be deemed to have been served forty-eight hours after it was posted and proof that the notice was properly addressed, pre-paid and posted shall be sufficient evidence of service.
7.	PRIOR AGREEMENTS
	This Agreement cancels and is in substitution for all previous letters of engagement, agreements and arrangements (whether oral or in writing), other than the Employment Agreement and the Consultancy Agreement, relating to the subject matter of incentives hereof between the Company or any Group Company and the Executive all of which shall be deemed to have been terminated by mutual consent.
8.	RIGHTS OF THIRD PARTIES
	This Agreement does not confer rights on the Consultant's spouse or dependants or on any third party.
9.	GOVERNING LAW AND JURISDICTION
	9.1	This Agreement shall be governed by and interpreted in accordance with the law of England.

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9.2	The parties to this Agreement submit to the exclusive jurisdiction of the English Courts in relation to any claim, dispute or matter arising out of or relating to this Agreement.
9.3	Any delay by any party in exercising any of its or her rights under this Agreement will not constitute a waiver of such rights.

IN WITNESS of which the parties have executed this Agreement on the date set out above.

EXECUTED by the Company which was delivered when dated, acting by:

Chief Operating Officer

Signature	: /s/ Graham May
Name	: Graham May

EXECUTED by the Consultant which was delivered when dated:

Signature : /s/ Karen Elizabeth Jervis

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