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

Date of Report (Date of earliest event reported) July 19, 2010

STRIKER ENERGY CORP.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation)

000-52218
(Commission File Number)

20-2590810
(IRS Employer Identification No.)

901-360 Bay Street, Toronto, Ontario, Canada M5H 2V6
(Address of principal executive offices and Zip Code)

(416) 489-0093
(Registrant’s telephone number, including area code)

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

[ ] 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))

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Forward-Looking Statements

This current report on Form 8-K contains forward-looking statements. Forward-looking statements are projections in respect of 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 these terms or other comparable terminology. Forward-looking statements made in this Form 8-K include statements about:

• our plans to identify and acquire products that we believe will be prospective for acquisition and development;

• our plans to hire industry experts and expand our management team;

• our expectation that the demand for our products will eventually increase;

• our expectation that we will be able to raise capital when we need it.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, 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. These risks include, by way of example and not in limitation:

• general economic and business conditions;

• our ability to identify attractive products and negotiate their acquisition or licensing;

• our ability to effectively market products that we acquire or license;

• volatility in prices for our products;

• risks inherent in the pharmaceutical industry;

• competition for, among other things, capital, pharmaceutical products and skilled personnel; and

• other factors discussed under the section entitled “Risk Factors”.

These risks may cause our company’s or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these 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 or performance. 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 these statements to actual results.

As used in this current report on Form 8-K and unless otherwise indicated, the terms "we", "us" and "our" refer to Striker Energy Corp. and our wholly owned subsidiary, PediatRx Inc. Unless otherwise specified, all dollar amounts are expressed in United States dollars.

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Item 1.01 Entry into a Material Definitive Agreement.

Please see Item 2.01 of this current report on Form 8-K.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Pursuant to an asset purchase agreement dated July 22, 2010 with Cypress Pharmaceuticals, Inc., on July 23, 2010, our wholly owned subsidiary, PediatRx Inc., acquired, among other things,:

• all of the following intellectual property rights owned by or licensed to Cypress and its affiliates, to the extent primarily used in connection with or primarily pertaining to a pharmaceutical product known as Granisol™ (granisetron HC1) oral solution: (i) all trade secrets, know how and information to the extent owned or controlled by Cypress or its affiliates, and related solely to Granisol™; (ii) internet domain names in the United States, and (iii) the trademarks and service marks;

• a certain manufacturing and supply agreement dated July 22, 2010 between Cypress and Therapex, a division of E-Z-EM Canada Inc. and a related quality agreement dated July 22, 2010;

• certain files, documents, instruments, papers, books and records (scientific or financial) of Cypress and its affiliate to the extent specifically related to Granisol™;

• the regulatory approvals, licenses and registration for Granisol™;

• all inventory of finished Granisol™ owned by Cypress or its affiliates, and any amounts to be delivered under a certain outstanding inventory purchase order for Granisol™; and

• any other assets that are owned by Cypress or its affiliates and used exclusively in connection with manufacture, production, packaging, distribution, marketing or sale of Granisol™, but not including any property, plant or equipment or other fixed assets.

Cypress also granted to PediatRx and its affiliates a non-exclusive worldwide, irrevocable and royalty-free license, with the right to sublicense, to all trade secrets, know how and information to the extent owned or controlled by Cypress or its affiliates, and related to the purchased assets and other products or assets of Cypress solely to research, develop, make, have made, use, import, export, distribute, sell and otherwise commercialize Granisol™.

The Food and Drug Administration has approved Granisol™’s use in cancer care to treat nausea and vomiting associated with cancer therapy.

As consideration for the purchased assets, PediatRx:

• paid $1,000,000; and

• assumed certain liabilities of Cypress, including (i) all liabilities and obligations pursuant to the manufacturing and supply agreement between Cypress and Therapex to be performed following our acquisition of Granisol™, except for the purchase price due under a certain outstanding inventory purchase order for Granisol™; (ii) government rebates or other rebates related only to Granisol™ sold by PediatRx after our acquisition of Granisol™; (iii) liabilities and obligations relating to recalls or returns of Granisol™ sold by PediatRx; (iv) product liability claims or threatened claims or injuries caused by Granisol™ sold by PediatRx; and (v) other liabilities and obligations that arise out of or are related to the purchased assets attributable to occurrences and circumstances arising after our acquisition of Granisol™.

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If the quantity of Granisol™ delivered to PediatRx under a certain outstanding inventory purchase order for Granisol™ is less than 90% of the number of units ordered, then the purchase price of $1,000,000 will be adjusted, based on the number of actual units delivered.

As contemplated under the asset purchase agreement dated July 22, 2010, PediatRx and Cypress entered into an assignment and assumption contract dated July 22, 2010, pursuant to which Cypress assigned to PediatRx all of the right, title and interest of Cypress in a manufacturing and supply agreement dated July 22, 2010 and a quality agreement dated July 22, 2010 between Cypress and Therapex, a division of E-Z-EM Canada Inc. PediatRx assumed and became responsible for certain liabilities and obligations of Cypress accruing, arising out of or relating to the events or occurrences under these agreements. Therapex consented to the assignment of these agreements subject to a condition that for at least two years following the assignment, Cypress will continue carrying the insurance in the amount of $2,000,000 per occurrence and $5,000,000 in aggregate with respect to Granisol™ (granisetron HC1) oral solution 30 mL.

As a result of this assignment and assumption, Therapex agreed to use its best commercial efforts to manufacture Granisol™ (granisetron HC1) oral solution 30 mL in compliance with all applicable regulatory requirements and to ensure that it has the capacity to and will supply PediatRx’s requirements for Granisol™ in the United States in accordance with the forecast provided by PediatRx. PediatRx agreed to distribute, market and sell Granisol™ and purchase or otherwise obtain all of its requirements of Granisol™ from Therapex and utilize Therapex as its exclusive source of Granisol™. PediatRx also gave a right of first refusal to Therapex with respect to any future product that is a different package size or configuration of Granisol™ or an extension, modification or improvement upon Granisol™.

Business

Corporate Overview

Our company was incorporated under the laws of Nevada on March 18, 2005. Effective September 12, 2008, we amended our articles of incorporation to effect a two-for-one forward split of both our issued and outstanding common stock and our authorized capital. After giving effect to this split, we are authorized to issue up to 150,000,000 shares of common stock, par value of $0.0001. Unless otherwise noted, all references in this report on Form 8-K to number of shares, price per share or weighted average number of shares outstanding have been adjusted to reflect this stock split on a retroactive basis.

On August 18, 2008, our former president, chief executive officer, principal accounting officer, treasurer and director sold 10,000,000 shares of our common stock to Opex Energy Corp., a privately held Alberta company. Although our company was not a party to this transaction, it resulted in a change of control of our company as, at the completion of this transaction, Opex Energy Corp. owned approximately 49.9% of our issued and outstanding common stock. Also on August 18, 2008, Konstantin Gregovic resigned from our board of directors, and Shawn Perger and Brian Cole resigned from all offices held by them in our company. Joseph Carusone, the president and a director of Opex Energy Corp., was appointed to our board of directors to fill the vacancy created by Mr. Gregovic’s resignation, and he was appointed to serve as our president, secretary and treasurer.

On August 28, 2008, Messrs. Perger and Cole resigned from our board of directors, leaving Mr. Carusone as our sole officer and director.

From inception until the summer of 2008, we were engaged in the mineral exploration business. During the summer of 2008, we abandoned our mineral exploration properties and transitioned from the mineral exploration business to the oil and natural gas business.

Our Current Business

On May 28, 2010 we engaged a consultant to explore opportunities for us in the pharmaceutical industry. On June 17, 2010, we entered into a letter of intent with Cypress Pharmaceuticals, Inc. to acquire all of the assets associated with Granisol™ (granisetron HC1) oral solution. On June 18, 2010 we caused PediatRx Inc. to be incorporated as a wholly-owned subsidiary of Striker Energy Corp. under the laws of the state of Nevada. On July 23, 2010 PediatRx concluded a definitive agreement to acquire Granisol™ from Cypress.

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The Food and Drug Administration has approved Granisol™’s use in cancer care to treat nausea and vomiting associated with cancer therapy. First approved in 2008, Granisol™ is a liquid granisetron, formerly distributed by Hawthorn Pharmaceuticals.

With this acquisition we are focusing our efforts in the pharmaceutical industry. We are abandoning our efforts in the oil and gas industry. Opportunities in that industry brought to our attention will be refused or redirected.

Granisol™ is our first acquisition. We intend to be the sole distributor of Granisol™ and to focus our marketing efforts on specialists in the field of oncology and supportive care who are or would be likely prescribers of Granisol. We do not now, nor do we intend to manufacture our products. We have contracted the manufacturing of Granisol™ to Therapex, a division of E-Z-EM Canada Inc., a subsidiary of E-Z-EM, Inc., a properly established and approved manufacturer that manufactured Granisol™ for Cypress.

We intend to develop our business by acquiring rights to, and/or substantially all of the assets associated with drugs already approved for use in pediatric oncology and supportive care by the United States Food and Drug Administration and to become the sole distributor of such products in the United States.

We intend to accelerate our recovery of acquisition costs and to add value to our acquisition of Granisol™, and to future acquisitions through four principal means:

Marketing

We intend to promote the relative merits of Granisol™, and future products, to healthcare professionals, payers, end-users and their carers.

Reformulation

We intend to alter non-pharmacological elements of our products to offer greater choice to consumers by reformulating our products into multiple appealing, easy-to-take presentations.

Extension

We intend to seek applications for our products in fields outside of pediatric oncology and supportive care including rheumatology, gastroenterology and inflammatory diseases.

Expanded distribution

We intend to expand distribution of our products in foreign markets, likely through partnerships and licensing agreements.

Most ‘standard of care’ drugs used in pediatric oncology in the United States are prescribed by pediatric oncologists and pediatric hematologists. We believe that there are approximately 1,700 specialists in the United States who may prescribe products in this field. We intend to focus our promotional efforts on approximately 400 key prescribers in 30 centers in the United States who we believe are the most influential. Regarding Granisol™, we intend to promote its merits including convenient use, precise and accurate dosing, and improved likelihood of patient compliance to existing and potential prescribers of Granisol™.

Approximately 13,500 children are diagnosed with cancer each year in the United States. We are sensitive to the needs of families enduring cancer therapy and we believe more palatable treatments for the side effects associated with cancer therapy could lead to an improvement in care and quality of life.

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Competition

Granisol™ is the only granisetron HCl oral solution currently on the market and approved by the United States Food and Drug Administration.

We believe that our singular focus on the acquisition, development, and commercialization of pharmaceutical drugs approved by the United States Food and Drug Administration, ultimately for use in pediatric oncology and supportive care is a competitive advantage over otherwise similar pharmaceutical companies.

We are aware of no other company focused exclusively on pediatric oncology and supportive care. The specialty pharmaceutical industry is, by definition, fragmented and it is a competitive market. We compete with many pharmaceutical companies, both large and small, for staff, and for product acquisitions and licensing.

We differ from many early stage pharmaceutical companies in that we intend to devote a large portion of our capital to acquisition, and to sales and marketing, and we hope to recognize revenue from product sales in the foreseeable future. Many early stage pharmaceutical companies devote a greater portion of their capital to research and development with no expectation of revenue from product sales in the foreseeable future.

Research and Development Expenditures

We did not incur expenditures in research and development activities over the last two fiscal years.

Expenditures attributable to research and development in Granisol™ over the last two fiscal years totaled $85,000 with an additional $15,000 having been spent between January 1, 2010 and June 30, 2010 for a total of $100,000.

Employees

We have no employees.

Joseph Carusone is president, secretary and treasurer and sole director of our company. Mr. Carusone is the sole director of our wholly owned subsidiary, PediatRx Inc. Mr. Carusone devotes his time as required to our business operations.

On June 19, 2010, Dr. Cameron Durrant was appointed as president of our wholly owned subsidiary, PediatRx Inc., and Mr. David Tousley was appointed as treasurer and secretary of PediatRx Inc. Dr. Durrant is also a consultant to Striker Energy Corp.

We intend to hire additional staff and to engage consultants in sales and marketing, compliance, investor and public relations, and general administration. We also intend to engage experts in healthcare and in general business to advise us in various capacities.

Subsidiaries

On June 18, 2010, we incorporated our newly formed, wholly-owned subsidiary, PediatRx Inc., under the laws of the state of Nevada.

Intellectual Property

We own intellectual property rights including patents and trademarks relating to Granisol™.

Government Regulations

We have sought approval from the United States Food and Drug Administration for a labeling code for Granisol™. The labeling code is required on packaging of pharmaceutical products distributed in healthcare facilities including hospitals. We are confident of receiving approval. We are also in the process of complying with state distribution licensing requirements that permit us to begin distributing Granisol™ under PediatRx’ label.

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Success in the United States pharmaceutical industry is dependent on approval by the United States Food and Drug Administration for many aspects of the business including product efficacy, product manufacturing, product distribution, and product marketing. We believe that we are pursuing an appropriate path by focusing our efforts on acquiring products already approved for use by the United States Food and Drug Administration, and conforming to their standards.

To aid us in our efforts to achieve the highest level of compliance with United States Food and Drug Administration requirements we have looked to hire experts in the field of pharmaceutical compliance.

Risk Factors

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this report in evaluating our company and its business before purchasing shares of our company’s common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. You could lose all or part of your investment due to any of these risks.

Risks Related to Our Company

The worldwide economic downturn may reduce our ability to obtain the financing necessary to continue our business and may reduce the number of viable products and businesses that we may wish to acquire. If we cannot raise the funds that we need or find a suitable product or business to acquire, we may go out of business and investors will lose their entire investment in our company.

Since 2008, there has been a downturn in general worldwide economic conditions due to many factors, including the effects of the subprime lending and general credit market crises, slower economic activity, decreased consumer confidence, reduced corporate profits and capital spending, adverse business conditions, increased unemployment and liquidity concerns. In addition, these economic effects, including the resulting recession in various countries and slowing of the global economy, will likely result in fewer business opportunities as companies face increased financial hardship. Tightening credit and liquidity issues will also result in increased difficulties for our company to raise capital for our continued operations. We may not be able to raise money through the sale of our equity securities or through borrowing funds on terms we find acceptable. If we cannot raise the funds that we need or find a suitable product or business to acquire, we will go out of business. If we go out of business, investors will lose their entire investment in our company.

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern.

We have not generated any revenue from operations since our incorporation. During the year ended February 28, 2010, we incurred a net loss of $58,201 and during the three month period ended May 31, 2010, we incurred a net loss of $16,514. From inception through May 31, 2010, we incurred an aggregate loss of $266,210. We expect that our operating expenses will increase substantially over the next 12 months as we ramp-up our business. We estimate our average monthly expenses over the next 12 months to be approximately $350,000, including general and administrative expenses but excluding acquisition costs and the cost of any development activities. On July 16, 2010, we had cash and cash equivalents of approximately $1 million. In order to fund our anticipated budget for the next 12 months, including acquisition costs, we believe that we will need to raise approximately $3-4 million. This amount could increase if we encounter difficulties that we cannot anticipate at this time. As we cannot assure a lender that we will be able to successfully acquire and develop pharmaceutical assets, we will almost certainly find it difficult to raise debt financing from traditional lending sources. We have traditionally raised our operating capital from the sale of equity securities but there can be no assurance that we will continue to be able to do so. If we cannot raise the money that we need in order to continue to operate our business, we will be forced to delay, scale back or eliminate some or all of our proposed operations. If any of these were to occur, there is a substantial risk that our business would fail.

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These circumstances raise substantial doubt about our ability to continue as a going concern, as described in the explanatory paragraph to our independent auditors’ report on our financial statements for the year ended February 28, 2010, which are included in our annual report on Form 10-K filed on May 5, 2010. Although our financial statements raise substantial doubt about our ability to continue as a going concern, they do not reflect any adjustments that might result if we are unable to continue our business. Our financial statements contain additional note disclosure describing the circumstances that lead to this disclosure by our independent auditors.

Our substantial debt and other financial obligations could impair our financial condition and our ability to fulfill our debt obligations. Any refinancing of this substantial debt could be at significantly higher interest rates.

As of May 31, 2010, we had total debt of approximately $50,000. Our substantial indebtedness and other financial obligations could:

• impair our ability to obtain financing in the future for working capital, capital expenditures, acquisitions or general corporate purposes;

• have a material adverse effect on us if we fail to comply with financial and affirmative and restrictive covenants in our debt agreements and an event of default occurs as a result of a failure that is not cured or waived;

• require us to dedicate a substantial portion of our cash flow for interest payments on our indebtedness and other financial obligations, thereby reducing the availability of our cash flow to fund working capital and capital expenditures;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

• place us at a competitive disadvantage compared to our competitors that have proportionally less debt.

If we are unable to meet our debt service obligations and other financial obligations, we could be forced to restructure or refinance our indebtedness and other financial transactions, seek additional equity capital or sell our assets. We might then be unable to obtain such financing or capital or sell our assets on satisfactory terms, if at all. Any refinancing of our indebtedness could be at significantly higher interest rates, and/or incur significant transaction fees.

We may need to raise additional funds in the future which may not be available on acceptable terms or at all.

We may consider issuing additional debt or equity securities in the future to fund potential acquisitions or investments, to refinance existing debt, or for general corporate purposes. If we issue equity or convertible debt securities to raise additional funds, our existing stockholders may experience dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders. If we incur additional debt, it may increase our leverage relative to our earnings or to our equity capitalization, requiring us to pay additional interest expenses. We may not be able to market such issuances on favorable terms, or at all, in which case, we may not be able to develop or enhance our products, execute our business plan, take advantage of future opportunities, or respond to competitive pressures or unanticipated customer requirements.

We are an early-stage company with a limited operating history, which may hinder our ability to successfully meet our objectives.

We are an early-stage company with only a limited operating history upon which to base an evaluation of our current business and future prospects. Only recently, we engaged a consultant to advise us on opportunities in the pharmaceutical industry, but we are inexperienced in this line of business. As a result, the revenue and income potential of our business is unproven. In addition, because of our limited operating history, we have limited insight into trends that may emerge and affect our business. Errors may be made in predicting and reacting to relevant business trends and we will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies in evolving markets. We may not be able to successfully address any or all of these risks and uncertainties. Failure to adequately do so could cause our business, results of operations and financial condition to suffer.

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Because our sole director and officer is not a resident of the United States, investors may find it difficult to enforce, within the United States, any judgments obtained against our sole director and officer.

Our sole director and officer is not a resident of the United States, and all or a substantial portion of his assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our sole director and officer, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

If we are unable to successfully recruit and retain qualified personnel, we may not be able to continue our operations.

In order to successfully implement and manage our business plan, we will depend upon, among other things, successfully recruiting and retaining qualified personnel having experience in the pharmaceutical industry. Competition for qualified individuals is intense. We may not be able to find, attract and retain qualified personnel on acceptable terms. If we are unable to find, attract and retain qualified personnel with technical expertise, our business operations could suffer.

Future growth could strain our resources, and if we are unable to manage our growth, we may not be able to successfully implement our business plan.

We hope to experience rapid growth in our operations, which will place a significant strain on our management, administrative, operational and financial infrastructure. Our future success will depend in part upon the ability of our executive officers to manage growth effectively. This will require that we hire and train additional personnel to manage our expanding operations. In addition, we must continue to improve our operational, financial and management controls and our reporting systems and procedures. If we fail to successfully manage our growth, we may be unable to execute upon our business plan.

Risks Relating to the Pharmaceutical Business

If we are unable to successfully acquire, develop or commercialize new products, our operating results will suffer.

Our future results of operations will depend to a significant extent upon our ability to successfully acquire, develop and commercialize new products and businesses in a timely manner. There are numerous difficulties in acquiring, developing and commercializing new products, including:

• acquiring, developing, testing and manufacturing products in compliance with regulatory standards in a timely manner;

• failure to receive requisite regulatory approvals for such products in a timely manner or at all;

• acquiring, developing and commercializing a new product is time consuming, costly and subject to numerous factors, including legal actions brought by our competitors, that may delay or prevent the development and commercialization of new products;

• incomplete, unconvincing or equivocal clinical trials data;

• experiencing delays or unanticipated costs;

• significant and unpredictable changes in the payer landscape, coverage and reimbursement for our products;

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• experiencing delays as a result of limited resources at FDA or other regulatory agencies; and

• changing review and approval policies and standards at FDA and other regulatory agencies.

As a result of these and other difficulties, products in development by us may or may not receive timely regulatory approvals, or approvals at all, necessary for marketing by us or other third-party partners. If any of our products are not approved in a timely fashion or, when acquired or developed and approved, cannot be successfully manufactured, commercialized or reimbursed, our operating results could be adversely affected. We cannot guarantee that any investment we make in developing products will be recouped, even if we are successful in commercializing those products.

Our expenditures may not result in commercially successful products.

We cannot be sure our business expenditures will result in the successful acquisition, development or launch of products that will prove to be commercially successful or will improve the long-term profitability of our business. If such business expenditures do not result in successful acquisition, development or launch of commercially successful brand products our results of operations and financial condition could be materially adversely affected.

Third parties may claim that we infringe their proprietary rights and may prevent us from manufacturing and selling some of our products.

The manufacture, use and sale of new products that are the subject of conflicting patent rights have been the subject of substantial litigation in the pharmaceutical industry. These lawsuits relate to the validity and infringement of patents or proprietary rights of third parties. Litigation may be costly and time-consuming, and could divert the attention of our management and technical personnel. In addition, if we infringe on the rights of others, we could lose our right to develop, manufacture or market products or could be required to pay monetary damages or royalties to license proprietary rights from third parties. Although the parties to patent and intellectual property disputes in the pharmaceutical industry have often settled their disputes through licensing or similar arrangements, the costs associated with these arrangements may be substantial and could include ongoing royalties. Furthermore, we cannot be certain that the necessary licenses would be available to us on commercially reasonable terms, or at all. As a result, an adverse determination in a judicial or administrative proceeding or failure to obtain necessary licenses could prevent us from manufacturing and selling our products, and could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Extensive industry regulation has had, and will continue to have, a significant impact on our business, especially our product development, manufacturing and distribution capabilities.

All pharmaceutical companies are subject to extensive, complex, costly and evolving government regulation. For the U.S., this is principally administered by the FDA and to a lesser extent by the DEA and state government agencies, as well as by varying regulatory agencies in foreign countries where products or product candidates are being manufactured and/or marketed. The Federal Food, Drug and Cosmetic Act, the Controlled Substances Act and other federal statutes and regulations, and similar foreign statutes and regulations, govern or influence the testing, manufacturing, packing, labeling, storing, record keeping, safety, approval, advertising, promotion, sale and distribution of our products.

Under these regulations, we may become subject to periodic inspection of our facilities, procedures and operations and/or the testing of our products by the FDA, the DEA and other authorities, which conduct periodic inspections to confirm that we are in compliance with all applicable regulations. In addition, the FDA and foreign regulatory agencies conduct pre-approval and post-approval reviews and plant inspections to determine whether our systems and processes are in compliance with cGMP and other regulations. Following such inspections, the FDA or other agency may issue observations, notices, citations and/or warning letters that could cause us to modify certain activities identified during the inspection. FDA guidelines specify that a warning letter is issued only for violations of “regulatory significance” for which the failure to adequately and promptly achieve correction may be expected to result in an enforcement action. We may also be required to report adverse events associated with our products to FDA and other regulatory authorities. Unexpected or serious health or safety concerns would result in labeling changes, recalls, market withdrawals or other regulatory actions.

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The range of possible sanctions includes, among others, FDA issuance of adverse publicity, product recalls or seizures, fines, total or partial suspension of production and/or distribution, suspension of the FDA’s review of product applications, enforcement actions, injunctions, and civil or criminal prosecution. Any such sanctions, if imposed, could have a material adverse effect on our business, operating results, financial condition and cash flows. Under certain circumstances, the FDA also has the authority to revoke previously granted drug approvals. Similar sanctions as detailed above may be available to the FDA under a consent decree, depending upon the actual terms of such decree. If internal compliance programs do not meet regulatory agency standards or if compliance is deemed deficient in any significant way, it could materially harm our business.

The pharmaceutical industry is highly competitive.

The pharmaceutical industry has an intensely competitive environment that will require an ongoing, extensive search for technological innovations and the ability to market products effectively, including the ability to communicate the effectiveness, safety and value of products to healthcare professionals in private practice, group practices and payers in managed care organizations, group purchasing organizations and Medicare & Medicaid services. We are smaller than almost all of our competitors. Most of our competitors have been in business for a longer period of time than us, have a greater number of products on the market and have greater financial and other resources than we do. Furthermore, recent trends in this industry are toward further market consolidation of large drug companies into a smaller number of very large entities, further concentrating financial, technical and market strength and increasing competitive pressure in the industry. If we directly compete with them for the same markets and/or products, their financial strength could prevent us from capturing a profitable share of those markets. It is possible that developments by our competitors will make any products or technologies that we acquire noncompetitive or obsolete.

Risks Relating to Our Common Stock

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

Our articles of incorporation authorize the issuance of up to 150,000,000 shares of common stock with a par value of $0.0001 per share. Our board of directors may choose to issue some or all of such shares to acquire one or more companies or products and to fund our overhead and general operating requirements. The issuance of any such shares will reduce the book value per share and may contribute to a reduction in the market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.

Trading of our stock is restricted by the Securities Exchange Commission's penny stock regulations, which may limit a stockholder's ability to buy and sell our common stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

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FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (known as “FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations.

Although our common stock is currently listed for quotation on the OTC Bulletin Board, none of our shares have yet been purchased or sold on that market. Even when a market is established and trading begins, trading through the OTC Bulletin Board is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in our stock, in which case it could be difficult for shareholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

We do not intend to pay dividends on any investment in the shares of stock of our company.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.

Management’s Discussion and Analysis of
Financial Conditions and Results of Operations

Our audited financial statements for the years ended February 28, 2010 and 2009 and related management’s discussion and analysis of financial condition and results of operations are available in our annual report on Form 10-K filed with the Securities and Exchange Commission on May 5, 2010. Our unaudited financial statements for the three month periods ended May 31, 2010 and 2009 and related management’s discussion and analysis of financial condition and results of operations are available in our quarterly report on Form 10-Q filed with the Securities and Exchange Commission on June 28, 2010.

Our Business

Our company was incorporated under the laws of Nevada on March 18, 2005. From inception until the summer of 2008, we were engaged in the mineral exploration business. During the summer of 2008, we abandoned our mineral exploration properties and we transitioned from the mineral exploration business to the oil and natural gas business.

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In the summer of 2008, we engaged in a search for oil and gas exploration opportunities. We recently decided to expand our search to include opportunities in the pharmaceutical industry and, effective May 28, 2010, we entered into a consulting agreement with Dr. Cameron Durrant pursuant to which Dr. Durrant has agreed to assist our management in identifying business opportunities in the pharmaceutical industry and to recommend terms of potential acquisitions.

On June 17, 2010, we entered into a letter of intent with Cypress Pharmaceuticals, Inc. to acquire all of the assets associated with Granisol™ (granisetron HC1) oral solution. On June 18, 2010, we incorporated PediatRx Inc. under the laws of the state of Nevada. On July 23, 2010 PediatRx concluded a definitive agreement to acquire Granisol™ from Cypress.

The United States Food and Drug Administration has approved Granisol™ for use in cancer care to treat nausea and vomiting associated with cancer therapy. First approved in 2008, Granisol™ is a liquid granisetron, formerly distributed by Hawthorn Pharmaceuticals.

With this acquisition we are focusing our efforts in the pharmaceutical industry. We are abandoning our efforts in the oil and gas industry. Opportunities in that industry brought to our attention will be refused or redirected.

Cash Requirements

Our primary objectives for the next twelve month period are to commercialize Granisol™ and to identify additional products for acquisition and development. We have begun to look to hire industry experts to expand our management team and to better position our company.

Our plan of operation over the next 12 months is to promote Granisol™, and to license or acquire additional pharmaceutical products for development, reformulation, and commercialization. In addition, we hope to raise sufficient capital to acquire and initiate development of any opportunity that we decide is attractive enough to pursue.

Specifically, we estimate our operating expenses and working capital requirements for the next 12 months to be as follows:

Expense		Amount
Product development	$	1,000,000
Employee compensation		1,100,000
General and administration		400,000
Professional services fees		300,000
Regulation and compliance		300,000
Sales and marketing		1,100,000
Total:	$	4,200,000

There can be no assurance that we will be able to identify any product that we consider attractive enough to license or acquire or that we will be able to raise funds when needed or, if funds are available to us, that they can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we may be forced to cease the operation of our business.

Future Financing

We will require additional financing to fund our planned operations, including commercializing our existing assets, seeking to license or acquire new assets, researching and developing any potential patents, the related compounds and any further intellectual property that we may acquire. We currently do not have committed sources of additional financing and may not be able to obtain additional financing, particularly, if the volatile conditions in the stock and financial markets, and more particularly the market for early development stage pharmaceutical company stocks persist.

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There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to delay or scale down some or all of our development activities or perhaps even cease the operation of our business.

Since inception we have funded our operations primarily through equity and debt financings and we expect that we will continue to fund our operations through the equity and debt financing. If we raise additional financing by issuing equity securities, our existing stockholders’ ownership will be diluted. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his, her, or its investment in our common stock. Further, we may continue to be unprofitable.

Properties

Executive Offices and Registered Agent

Our executive and head office is located at 901 – 360 Bay Street, Toronto, ON, Canada M5H 2V6. An officer and director of our company provides office and related services to us at no cost. The value has been estimated at $200 per month. We believe that this arrangement will be suitable for the next 12 months.

Our registered office for service in the State of Nevada is located at National Registered Agents, Inc. of NV, 1000 East William Street Suite 204, Carson City NV 89701.

Intellectual Property

We own intellectual property rights including patents and trademarks relating to Granisol™.

Security Ownership of Certain Beneficial Owners and Management

In the following table, we have determined the number and percentage of shares beneficially owned in accordance with Rule 13d-3 of the Securities Exchange Act of 1934 based on information provided to us by our controlling shareholders, executive officers and director, and this information does not necessarily indicate beneficial ownership for any other purpose. In determining the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person, we include any shares as to which the person has sole or shared voting power or investment power, as well as any shares subject to warrants or options held by that person that are currently exercisable or exercisable within 60 days.

	(2) Name and address of	(3) Amount and nature of		(4) Percent of
(1) Title of class	beneficial owner	beneficial ownership		class 1
common stock	Joseph Carusone	400,000	Direct	1.7%
	901 - 360 Bay Street
	Toronto, ON M5H 2V6
common stock	Joseph Carusone	4,300,000 2,3	Indirect (Held by	18.3%
	901 - 360 Bay Street		OPEX Energy Inc.)
	Toronto, ON M5H 2V6
common stock	Cameron Durrant	4,250,000 3	Direct	18.1%
	PO Box 423
	Califon, New Jersey, 07830
common stock	David Tousley	400,000 3	Direct	1.7%
	14610 Pawnee Street
	Leawood, Kansas 66224
common stock	Director and Executive	9,350,000	Direct	39.8%
	Officer as a group
	(3 persons)

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¹ Percentage of ownership is based on 23,506,000 common shares issued and outstanding as of July 23, 2010. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.

² Mr. Carusone is the President and a director of OPEX Energy Inc. and holds voting and dispositive control over these shares.

³ Effective May 20, 2010, Dr. Cameron Durrant and Mr. David Tousley acquired shares of our common stock in a private, arms length, third party transaction with OPEX Energy Corp. Dr. Durrant purchased 4,250,000 shares of our common stock from OPEX and Mr. Tousley purchased 400,000 shares of our common stock from OPEX.

Changes in Control

We are unaware of any arrangement the operation of which may at a subsequent date result in a change of control of our company.

Directors and Executive Officers

The following individuals serve as the director and executive officers of our company.

Name	Position	Age	Date First Elected or Appointed
Joseph Carusone	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer of Striker Energy Corp. and sole director of Striker Energy Corp. and PediatRx Inc.	45	August 18, 2008
Cameron Durrant	President of PediatRx Inc.	49	June 19, 2010
David Tousley	Secretary and Treasurer of PediatRx Inc.	55	June 19, 2010

Business Experience

The following is a brief account of the education and business experience of director and executive officers during at least the past five years, indicating their principal occupation during the period, and the name and principal business of the organization by which they were employed

Joseph Carusone

Mr. Carusone was appointed as president, secretary, treasurer, and a director of our company on August 18, 2008. For more than 10 years, Mr. Carusone has been involved in the founding of and management of private companies and partnerships. His experience as a liaison between management and shareholders is extensive. He has been the president of Opex Energy Corp. since its inception on August 22, 2007. Since 2001, Mr. Carusone has been founder and president of the investor relations firm Primoris Group Inc. Between 1999 and 2001, Mr. Carusone was vice-president of operations of StockHouse Media Corporation. For eight years following his graduation from the University of Toronto with a degree in Engineering and Applied Science (1987), Mr. Carusone managed research activities in University of Toronto’s Institute for Aerospace Studies’ Space Robotics Group.

We believe Mr. Carusone is qualified to serve on our board of directors because of his knowledge of our company’s history and current operations, which he gained from working for our company as described above, in addition to his education and business experiences as described above.

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Cameron Durrant

Dr. Durrant was appointed as president of PediatRx Inc. on June 19, 2010. Dr. Durrant became the executive chairman of Anavex Life Sciences Corp. in January 2010 and has served as one of its directors since December 17, 2007. Before accepting his post with Anavex, Dr. Durrant served as Worldwide Vice President, Global Strategic Marketing , Infectious Diseases for Johnson + Johnson between March 2007 and December 2009. Dr. Durrant was a management consultant between January 2006 and February 2007 and President and CEO of PediaMed Pharmaceuticals, Inc. between May 2003 and December 2005. Dr. Durrant’s background includes executive positions with Merck & Co, Glaxo Smith Kline PLC and Pharmacia Corporation (now part of Pfizer Inc.). Dr. Durrant is a founding board member of Bexion Pharmaceuticals, a private oncology research and development company and a board member of Pressure-Point, Inc, a private medical device company. Dr. Durrant was a regional winner and national finalist for Ernst & Young’s Entrepreneur of the Year award in 2005. Dr. Durrant holds a MBA from Henley Management College at Oxford and a MB and BCh (equivalent to American MD degree) from the Welsh National School of Medicine in Cardiff, U.K. as well as several post-graduate medical qualifications, including DRCOG, DipCH and MRCGP.

David Tousley

Mr. Tousley was appointed as secretary and treasurer of PediatRx Inc. on June 19, 2010. Mr. Tousley has over 25 years of senior-level experience in biotech, specialty pharmaceuticals and full-phase pharmaceutical companies. Since 2007, he has served as principal of Stratium Consulting Services, specializing in strategic and financial planning and management, corporate governance and business development. From 2006 to 2007, he held the position of executive vice president and Chief Financial Officer of airPharma, LLC, and served in the same capacity for PediaMed Pharmaceuticals., Inc. between 2004 and 2006. In 1996, Mr. Tousley joined AVAX Technologies, Inc. as executive vice president, Chief Financial Officer and served in that position until 2001 when he became president and Chief Operating Officer, and acting Chief Executive Officer until his departure in 2003. Mr. Tousley is a Certified Public Accountant in the state of New Jersey and holds an MBA in accounting from Rutgers Graduate School of Business and a B.A. in English from Rutgers College, both in New Jersey. Mr. Tousley is a director of Anavex Life Sciences Corp. (since June 3, 2008) and Immunogenetix, Inc.

Term of Office

Each director of our company is to serve for a term of one year ending on the date of subsequent annual meeting of stockholders following the annual meeting at which such director was elected. Notwithstanding the foregoing, each director is to serve until his successor is elected and qualified or until his death, resignation or removal. Our board of directors is to elect our officers and each officer is to serve until his successor is elected and qualified or until his death, resignation or removal.

Family Relationships

There are no family relationships between any director or executive officer.

Involvement in Certain Legal Proceedings

Our director and executive officers have not been involved in any of the following events during the past ten years:

1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
4.	being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

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5.

being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

6.

being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Executive Compensation

Summary Compensation

The particulars of compensation paid to the following persons:

(a)	our principal executive officer;
(b)	each of our two most highly compensated executive officers who were serving as executive officers at the end of the year ended February 28, 2010; and
(c)	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the most recently completed financial year,

who we will collectively refer to as the named executive officers, for our years ended February 28, 2010 and 2009, are set out in the following summary compensation table:

Name and principal position	Year	Salary ($)	Bonus ($)	Stock awards ($)	Option awards ($)	Non-equity incentive plan compensation ($)	Change in pension value and nonqualified deferred compensation earnings ($)	All other compensation ($)	Total ($)
Joseph Carusone President, CEO, CFO, Secretary, Treasurer, and Director	2009 2008	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Employment or Consulting Agreements

Joseph Carusone, our president is not presently compensated for his services and does not have an employment agreement with us.

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Effective May 28, 2010, we entered into a consulting agreement with Dr. Cameron Durrant to assist management in the identification of opportunities available to the company in the healthcare industry and to recommend terms of potential acquisitions. Under the agreement, we agreed to compensate Dr. Durrant on a time-spent basis at the rate of $1,000 per day, plus reimbursement of reasonable associated expenses. Subject to certain conditions, or renewal, the term of the agreement is one year, expiring on May 28, 2011.

David Tousley, treasurer and secretary of PediatRx, is not presently compensated for his services and does not have an employment agreement with us.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of February 28, 2010.

	Option awards					Stock awards
Name	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)	Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares of units of stock that have not vested ($)	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
Joseph Carusone President, CEO, CFO, Secretary, Treasurer, and Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Compensation of Directors

Our board of directors has received no compensation to date and there are no plans to compensate them in the near future, unless and until we begin to realize revenues and become profitable in our business operations.

The table below shows the compensation of our directors for our last completed fiscal year ended February 28, 2010:

Name	Fees earned or paid in cash ($)	Stock awards ($)	Option awards ($)	Non-equity incentive plan compensation ($)	Nonqualified deferred compensation earnings ($)	All other compensation ($)	Total ($)
Joseph Carusone	Nil	Nil	Nil	Nil	Nil	Nil	Nil

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Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide retirement or similar benefits for our director or our executive officers.

Resignation, Retirement, Other Termination, or Change in Control Arrangements

We have no contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to our director or our executive officers at, following, or in connection with the resignation, retirement or other termination of our director or our executive officers, or a change in control of our company or a change in our director’s or our executive officers’ responsibilities following a change in control.

Certain Relationships and Related Transactions, and Director Independence

Transactions with Related Persons, Promoters, and Certain Control Persons

Since March 1, 2007, there have been no transactions, or currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years ($46.04), and in which any of the following persons had or will have a direct or indirect material interest:

(i)	Any director or executive officer of our company;
(ii)	Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;
(iii)	Any of our promoters and control persons; and
(iv)	Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.

Director Independence

Under NASDAQ Marketplace Rule 5605(a)(2), a director is not considered to be independent if he is also an executive officer or employee of the company. Because Joseph Carusone, our sole director, is also our executive officer, we determined that we do not have an “independent director” as that term is defined by NASDAQ Marketplace Rule 5605(a)(2).

Legal Proceedings

We know of no material pending legal proceedings to which our company or subsidiary is a party or of which any of their property is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities.

We know of no material proceedings in which any director, officer or affiliate of our company, or any registered or beneficial stockholder of our company, or any associate of any such director, officer, affiliate, or stockholder is a party adverse to our company or subsidiary or has a material interest adverse to our company or subsidiary.

Market Price of and Dividends on Our Common Stock and Related Stockholder Matters

Market information

Our common shares are quoted on the OTC Bulletin Board of the Financial Industry Regulatory Authority, Inc. Our symbol is “SKRY”, and our CUSIP number is 86332T 203. There were no trades of our shares of common stock made through the facilities of the OTC Bulletin Board during our fiscal years ended February 28, 2010 and 2009 and three month period ended May 31, 2010.

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Transfer Agent

Our shares of common stock are issued in registered form. The transfer agent and registrar for our common stock is Transfer Online, Inc, 512 SE Salmon Street, Portland, OR 97214.

Holders of Common Stock

As of July 23, 2010, there were 51 holders of record of our common stock. As of such date, 23,506,000 shares were issued and outstanding.

Dividends

We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

Recent Sales of Unregistered Securities

On July 2, 2010, we issued an aggregate of 1,500,000 shares of common stock to nineteen investors in a non-brokered private placement, at a purchase price of US$0.50 per share, for gross proceeds of US$750,000.

Seventeen of these investors were not U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) and all of these investors purchased in transactions outside of the United States. In issuing shares to these investors we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

Two investors were U.S. persons and accredited investors (as that term is defined in Rule 501 of Regulation D, promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and in issuing shares to these investors we relied on the registration exemption provided for in Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended.

On June 14, 2010, we issued an aggregate of 1,500,000 shares of common stock to five investors in a non-brokered private placement, at a purchase price of US$0.20 per share, pursuant to a subscription agreement.

Four of these investors were not U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) and all of these investors purchased in transactions outside of the United States. In issuing these shares we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

The fifth investor is a U.S. person and an accredited investor (as that term is defined in Rule 501 of Regulation D, promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and in issuing these shares to this investor we relied on the registration exemption provided for in Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended.

On November 5, 2008, we issued an aggregate of 500,000 shares of common stock to two investors in a non-brokered off-shore private placement, at a purchase price of US$0.10 per share, raising gross proceeds of $50,000.

We issued the shares to non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

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Description of Securities

Our authorized capital stock consists of 150,000,000 shares of common stock, with a par value of $0.0001 per share.

Voting Rights

With respect to all matters upon which our stockholders are entitled to vote or to which our stockholders are entitled to give consent, the holders of the outstanding shares of our common stock are entitled to cast thereon one vote in person or by proxy for each share of our common stock standing in his or her name. According to our bylaws, all elections for directors must be decided by plurality vote, while all other questions must be decided by majority vote except as otherwise provided by our articles of incorporation or the laws of the State of Nevada. Except as otherwise required by applicable law, there is no cumulative voting on any matter brought to a vote of stockholders of our company. According to our bylaws, at any meeting of the stockholders a quorum for the transaction of any business must consist of a majority in interest of the issued and outstanding shares of the stock of our company entitled to vote being represented by the holders of record thereof. Our board of directors, and our stockholders by the affirmative vote of the holders of not less than 50% of the voting power of all outstanding shares of our common stock, are expressly authorized to adopt, repeal, rescind, alter or amend our bylaws. Our articles of incorporation provide that any action required or permitted to be taken by our stockholders must be effective at a duly called annual meeting or at a special meeting of our stockholders, unless such action requiring or permitting stockholder approval is approved by a majority of our directors, in which case such action may be authorized or taken by the written consent of the holders of outstanding shares of our common stock having not less than the minimum voting power that would be necessary to authorize or take such action at a meeting of stockholders at which all shares entitled to vote thereon were present and voted, provided all other requirements of applicable law and our articles of incorporation have been satisfied.

Dividend Rights

Holders of our common stock are entitled to receive such cash dividends as may be declared thereon by our board of directors from time to time out of assets of funds of our company legally available therefore. Our board of directors is not obligated to declare a dividend. Any future dividends will be subject to the discretion of our board of directors and will depend upon, among other things, future earnings, the operating and financial condition of our company, its capital requirements, general business conditions and other pertinent factors. It is not anticipated that dividends will be paid in the foreseeable future.

Other Rights

No stockholder of our company has any preemptive or other right to subscribe for any additional un-issued or treasury shares of stock or for other securities of any class, or for rights, warrants or options to purchase stock, or for scrip, or for securities of any kind convertible into stock or carrying stock purchase warrants or privileges unless so authorized by our company.

Except as otherwise required by the Nevada Revised Statutes and as may otherwise be provided in our articles of incorporation, each share of our common stock has identical powers, preferences and rights, including rights in liquidation.

Anti-Takeover Provisions

Some features of the Nevada Revised Statutes, which are further described below, may have the effect of deterring third parties from making takeover bids for control of our company or may be used to hinder or delay a takeover bid. This would decrease the chance that our stockholders would realize a premium over market price for their shares of common stock as a result of a takeover bid.

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Acquisition of Controlling Interest

The Nevada Revised Statutes contain provisions governing acquisition of controlling interest of a Nevada corporation. These provisions provide generally that any person or entity that acquires certain percentage of the outstanding voting shares of a Nevada corporation may be denied voting rights with respect to the acquired shares, unless the holders of a majority of the voting power of the corporation, excluding shares as to which any of such acquiring person or entity, an officer or a director of the corporation, and an employee of the corporation exercises voting rights, elect to restore such voting rights in whole or in part. These provisions apply whenever a person or entity acquires shares that, but for the operation of these provisions, would bring voting power of such person or entity in the election of directors within any of the following three ranges:

• 20% or more but less than 33 1/3%;

• 33 1/3% or more but less than or equal to 50%; or

• more than 50%.

The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from these provisions through adoption of a provision to that effect in the articles of incorporation or bylaws of the corporation. Our articles of incorporation and bylaws do not exempt our common stock from these provisions.

These provisions are applicable only to a Nevada corporation, which:

• has 200 or more stockholders of record, at least 100 of whom have addresses in Nevada appearing on the stock ledger of the corporation; and

• does business in Nevada directly or through an affiliated corporation.

At this time, we do not have 100 stockholders of record who have addresses in Nevada appearing on the stock ledger of our company. Therefore, we believe that these provisions do not apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply to us, these provisions may discourage companies or persons interested in acquiring a significant interest in or control of our company, regardless of whether such acquisition may be in the interest of our stockholders.

Combination with Interested Stockholder

The Nevada Revised Statutes contain provisions governing combination of a Nevada corporation that has 200 or more stockholders of record with an interested stockholder. As of July 23, 2010, we had approximately 51 stockholders of record. Therefore, we believe that these provisions do not apply to us and will not until such time as these requirements have been met. At such time as they may apply to us, these provisions may also have effect of delaying or making it more difficult to effect a change in control of our company.

A corporation affected by these provisions may not engage in a combination within three years after the interested stockholder acquires his, her or its shares unless the combination or purchase is approved by the board of directors before the interested stockholder acquired such shares. Generally, if approval is not obtained, then after the expiration of the three-year period, the business combination may be consummated with the approval of the board of directors before the person became an interested stockholder or a majority of the voting power held by disinterested stockholders, or if the consideration to be received per share by disinterested stockholders is at least equal to the highest of:

• the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or within three years immediately before, or in, the transaction in which he, she or it became an interested stockholder, whichever is higher;

• the market value per share on the date of announcement of the combination or the date the person became an interested stockholder, whichever is higher; or

• if higher for the holders of preferred stock, the highest liquidation value of the preferred stock, if any.

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Generally, these provisions define an interested stockholder as a person who is the beneficial owner, directly or indirectly of 10% or more of the voting power of the outstanding voting shares of a corporation. Generally, these provisions define combination to include any merger or consolidation with an interested stockholder, or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an interested stockholder of assets of the corporation having:

• an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation;

• an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation; or

• representing 10% or more of the earning power or net income of the corporation.

Articles of Incorporation and Bylaws

There are no provisions in our articles of incorporation or our bylaws that would delay, defer or prevent a change in control of our company and that would operate only with respect to an extraordinary corporate transaction involving our company or any of our subsidiaries, such as merger, reorganization, tender offer, sale or transfer of substantially all of its assets, or liquidation.

Indemnification of Directors and Officers

Nevada Revised Statutes provide that:

• a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful;

• a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper; and

• to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation must indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.

Nevada Revised Statutes provide that we may make any discretionary indemnification only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

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• by our stockholders;

• by our board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;

• if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion;

• if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or

• by court order.

Nevada Revised Statutes provide that a corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Please see Item 4.01 of this current report on Form 8-K.

Item 4.01 Changes in Registrant’s Certifying Accountant.

On July 19, 2010, we engaged Horne LLP as our principal independent accountant, and effective July 23, 2010, we dismissed James Stafford, Inc., Chartered Accountants, as our principal independent accountant. The decision to dismiss James Stafford and to appoint Horne LLP was approved by our board of directors.

James Stafford’s report on our financial statements for either of the two most recent fiscal years ended February 28, 2010 and 2009 did not contain an adverse opinion or disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles, except that such report on our financial statements contained an explanatory paragraph in respect to the substantial doubt about our ability to continue as a going concern.

During our two most recent fiscal years ended February 28, 2010 and 2009 and in the subsequent interim period through the date of dismissal, there were no disagreements, resolved or not, with James Stafford on any matter of accounting principles or practices, financial statement disclosure, or audit scope and procedures, which disagreement(s), if not resolved to the satisfaction of James Stafford, would have caused James Stafford to make reference to the subject matter of the disagreement(s) in connection with its report.

During our two most recent fiscal years ended February 28, 2010 and 2009 and in the subsequent interim period through the date of dismissal, there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

We provided James Stafford with a copy of the disclosure in this Item 4.01 of this current report on Form 8-K prior to its filing with the Securities and Exchange Commission, and requested that it furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made in this Item 4.01 of this current report on Form 8-K, and if not, stating the respects with which it does not agree. A copy of the letter provided from James Stafford is filed as an exhibit to this current report on Form 8-K.

During our two most recent fiscal years ended February 28, 2010 and 2009 and in the subsequent interim period through the date of appointment, we have not consulted with Horne LLP regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, nor has Horne LLP provided to us a written report or oral advice that Horne LLP concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue. In addition, during such periods, we have not consulted with Horne LLP regarding any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

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Item 5.06 Change in Shell Company Status.

Management has determined that, as a result of our acquisition of Granisol™ (granisetron HC1) oral solution on July 23, 2010, our company has ceased to be a shell company as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934. Please refer to Item 2.01 of this current report on Form 8-K for a description of the asset purchase agreement dated July 22, 2010 with Cypress Pharmaceuticals, Inc., pursuant to which we acquired Granisol™.

Item 9.01 Financial Statements and Exhibits.

Financial Statements of Business Acquired

Included herein as Exhibit 99.1 to this current report on Form 8-K are the following audited financial statements of the Granisol™ product line for the period from January 1, 2010 through June 30, 2010 and the years ended December 31, 2009 and 2008, prepared in accordance with United States generally accepted accounting principles and stated in United States dollars:

1.	Report of Independent Registered Public Accounting Firm;
2.	Balance Sheets;
3.	Statements of Income and Net Assets;
4.	Statements of Cash Flows; and
5.	Notes to Financial Statements.

Pro Forma Financial Information

Pro forma financial statements for the three month period ended May 31, 2010 and the year ended February 28, 2010 reflecting our acquisition of Granisol™ product line are included as Exhibit 99.2 to this current report on Form 8-K.

Exhibits

No.	Description
3.1	Articles of Incorporation (incorporated by reference to an exhibit to our registration statement on Form 10-SB filed on September 8, 2006)
3.2	By-laws (incorporated by reference to an exhibit to our registration statement on Form 10-SB filed on September 8, 2006)
3.3	Certificate of Change (incorporated by reference to an exhibit to our current report on Form 8-K filed on September 15, 2008)
10.1	Form of Private Placement Subscription Agreement (incorporated by reference to an exhibit to our current report on Form 8-K filed on November 6, 2008)
10.2	Form of Private Placement Subscription Agreement dated June 15, 2009 (incorporated by reference to an exhibit to our quarterly report on Form 10-Q filed on June 16, 2009)
10.3	Form of Promissory Note dated June 15, 2009 (incorporated by reference to an exhibit to our quarterly report on Form 10-Q filed on June 16, 2009)
10.4	Consulting Agreement with Cameron Durrant dated May 28, 2010 (incorporated by reference to an exhibit to our quarterly report on Form 10-Q filed on June 28, 2010)

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No.	Description
10.5	Letter of Intent with Cypress Pharmaceuticals Inc. (incorporated by reference to an exhibit to our quarterly report on Form 10-Q filed on June 28, 2010)
10.6	Form of Private Placement Subscription Agreement (incorporated by reference to an exhibit to our current report on Form 8-K filed on June 17, 2010)
10.7*	Asset Purchase Agreement dated July 22, 2010 with Cypress Pharmaceuticals, Inc. (portions of the exhibit have been omitted pursuant to a request for confidential treatment)
10.8*	Assignment and Assumption of Contract dated July 22, 2010 with Cypress Pharmaceuticals, Inc.
10.9*	Consent to Assignment by Therapex and E-Z-EM Canada Inc.
10.10*	Manufacturing and Supply Agreement dated July 22 2010 between Cypress Pharmaceuticals, Inc. and Therapex, a division of E-Z-EM Canada Inc. (portions of the exhibit have been omitted pursuant to a request for confidential treatment)
16.1*	Letter from James Stafford, Inc., Chartered Accountants
21.1	PediatRX Inc. our 100% wholly-owned subsidiary incorporated in Nevada on June 18, 2010
99.1*	Audited Financial Statements of Granisol™ Product Line
99.2*	Pro Forma Financial Statements with respect to the acquisition of Granisol™

* Filed herewith.

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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.

STRIKER ENERGY CORP.

/s/ Joseph Carusone
Joseph Carusone
President, CEO, CFO, Secretary, Treasurer and Director

Date: July 28, 2010

EX-10.7

” <> “ Denotes certain parts that have not been disclosed and have been filed separately with the Secretary, Securities and Exchange Commission, and is subject to a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

ASSET PURCHASE AGREEMENT

by and between

Cypress Pharmaceuticals, Inc.

and

PediatRx, Inc.

Table of Contents

		Page
Article I. DEFINITIONS		1
Article II. PURCHASE AND SALE OF ASSETS		6
2.1	Purchase and Sale of Assets	6
2.2	Assignability and Consents	6
2.3	License to Shared Know-How	7
Article III. ASSUMPTION OF LIABILITIES		7
Article IV. PURCHASE PRICE AND PAYMENT		7
4.1	Purchase Price	7
4.2	Allocation of Purchase Price	7
4.3	Payment of Sales, Use and Other Taxes	7
Article V. CLOSING		7
5.1	Time and Place	7
5.2	Deliveries at Closing	8
Article VI. REPRESENTATIONS AND WARRANTIES OF SELLER		8
6.1	Authority of Seller	9
6.2	Consents and Approvals.	9
6.3	Non-Contravention	9
6.4	Supply Agreement	10
6.5	Intellectual Property Rights	10
6.6	Litigation	11
6.7	Compliance with Law	11
6.8	Inventory	11
6.9	Regulatory Matters	11
6.10	Brokers	12
6.11	No Non-Competition Agreements or Preferential Obligations	12
6.12	Financial Information	12
6.13	No Other Representations and Warranties	12
Article VII. REPRESENTATIONS AND WARRANTIES OF BUYER		12
7.1	Corporate Organization	12
7.2	Authority of Buyer	13
7.3	Consents and Approvals	13
7.4	Non-Contravention	13

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Table of Contents

		Page
7.5	Litigation	13
7.6	Brokers	14
7.7	Financial Capability	14
7.8	No Other Representations and Warranties	14
Article VIII. COVENANTS OF THE PARTIES		14
8.1	[Reserved]	14
8.2	Reasonable Best Efforts	14
8.3	Cooperation	14
8.4	Access	14
8.5	Public Announcements	15
8.6	Non-Solicitation/Non-Competition	16
8.7	Corporate Names	16
8.8	Assistance in Collecting Certain Amounts	16
8.9	[Reserved]	16
8.10	Differentiation of Products	17
8.11	Regulatory Matters	17
8.12	Product Returns	17
8.13	Further Assurances	18
8.14	Transitional Assistance by Seller	18
8.15	Regulatory Transition by Seller	18
8.16	Confidentiality	18
Article IX. [RESERVED]		19
Article X. [RESERVED]		19
Article XI. INDEMNIFICATION		19
11.1	Survival of Representations, Warranties, Etc	19
11.2	Indemnification	19
11.3	Limitations	22
11.4	Buyer Insurance	22
11.5	Seller Insurance	22
11.6	Remedies Exclusive	23
Article XII. [RESERVED]		23
Article XIII. MISCELLANEOUS		23

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Table of Contents

		Page
13.1	Notices	23
13.2	Entire Agreement	24
13.3	Construction of Certain Terms and Phrases	24
13.4	Waiver	24
13.5	Amendment	24
13.6	Third Party Beneficiaries	24
13.7	Assignment; Binding Effect	24
13.8	Headings	25
13.9	Severability	25
13.10	Governing Law	25
13.11	Consent to Jurisdiction and Forum Selection	25
13.12	Expenses	25
13.13	Counterparts	25
13.14	Schedules, Exhibits and Other Agreements	26
13.15	Seller and Its Affiliates	26

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EXHIBITS

A -	Outstanding Inventory Purchase Order
B -	Press Release

SELLER DISCLOSURE SCHEDULE

1.25	Trademarks and Servicemarks
4.2	Purchase Price Allocation
6.2(a)	Seller Governmental Consents
6.2(b)	Required Seller Third Party Consents
6.2(c)	Other Seller Third Party Consents
6.5(a)	Registered Intellectual Property
6.7	Compliance
6.9	Regulatory Approvals
6.12	Income Statement

BUYER DISCLOSURE SCHEDULE

7.3 Buyer Consents

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ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (this “Agreement”) is made and entered into as of the 22nd day of July, 2010 (the “Closing Date”), by and between Cypress Pharmaceuticals, Inc., a Mississippi corporation, with principal offices located at 135 Industrial Blvd., Madison, MS 39110, (“Seller”) and PediatRx, Inc., a wholly-owned subsidiary of Striker Energy Corp. and a corporation formed pursuant to the laws of the State of Nevada, with principal offices located at 90, Fairmount Road West, Califon, NJ, 07830 USA (“Buyer”).

RECITALS

     WHEREAS, Seller is a specialty pharmaceutical company focused on the development and marketing of prescription pharmaceutical products, including the product known as Granisol™ (granisetron HCl) Oral Solution.

     WHEREAS, Buyer is a corporation changing its business focus to a specialty pharmaceutical company focused on the development and marketing of prescription pharmaceutical products for the pediatric pharmaceutical marketplace.

     WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, substantially all of the assets, tangible and intangible, associated with the product known as Granisol™ (granisetron HCl) Oral Solution on the terms set forth in this Agreement.

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

ARTICLE I. DEFINITIONS

     As used in this Agreement, the following defined terms have the meanings described below:

     1.1 “Accounts Receivable” means all trade accounts and notes receivable and other miscellaneous receivables related to sales of the Product, including those that are not evidenced by instruments or invoices, existing as of the Closing.

     1.2 “Action or Proceeding” means any action, suit, proceeding, arbitration, order, inquiry, hearing, assessment with respect to fines or penalties, or litigation (whether civil, criminal, administrative, investigative or informal) threatened, commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority.

     1.3 “Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person. “Control” and, with correlative meanings, the terms “controlled by” and “under common control with” means the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, resolution, regulation or otherwise.

     1.4 “Assets and Properties” and “Assets or Properties” of any Person means all assets and properties of any kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person, including cash, cash equivalents, accounts and notes receivable, chattel paper, documents, instruments, general intangibles, real estate, equipment, inventory, goods and intellectual property.

     1.5 “Assumed Liabilities” means (i) all Liabilities and obligations that Buyer has expressly assumed or agreed to assume under this Agreement; (ii) all Liabilities and obligations under or pursuant to the Supply Agreement to be performed following the Closing except for the purchase price due under the Outstanding Inventory Purchase Order; (iii) Government Rebates that become payable after the Closing related only to Product sold by the Buyer during full calendar quarters after the Closing and a pro rata portion, determined as described below, of any Government Rebates paid for with respect to the calendar quarter in which the Closing occurs; (iv) Other Rebates that are submitted related only to Product sold by the Buyer during full calendar quarters after the Closing and a pro rata portion, determined as described below, of Other Rebates paid with respect to the calendar quarter in which the Closing occurs; (v) Liabilities and obligations relating to recalls or returns of Product related only to Product sold by the Buyer after Closing; (vi) product liability claims or threatened claims or injuries caused by the Product related only to Product sold by the Buyer after the Closing; and (vii) other Liabilities and obligations that arise out of or are related to the Purchased Assets (including the Regulatory Approvals) or the Product, attributable to occurrences and circumstances arising after the Closing. For purposes of this Section 1.5, Buyer’s pro rata share of any Government Rebate or Other Rebate payable with respect to the calendar quarter in which the Closing occurs will be determined based on the number of calendar days left in the calendar quarter as of the Closing Date as a percentage of the total number of calendar days in such calendar quarter.

     1.6 “Books and Records” means all files, documents, instruments, papers, books and records (scientific or financial) of Seller or an Affiliate of Seller to the extent specifically related to the Purchased Assets or the Product, including any pricing lists, customer lists (to the extent owned by Seller or its Affiliates), vendor lists, financial data, regulatory information or files (including adverse event reports and annual regulatory reports), litigation, adverse claims or demands, investigation information or files, trademark registration certificates, trademark renewal certificates, and other documentation relating to the Intellectual Property, the Product or the Regulatory Approvals, but excluding any such items (i) to the extent that any applicable Law prohibits their transfer, (ii) to the extent that any transfer thereof would cause Seller or any of its Affiliates to violate confidentiality provisions thereunder, or (iii) specifically prepared by Seller for the negotiation of this Agreement.

     1.7 “Business Day” means a day other than Saturday, Sunday or any day on which banks located in Mississippi are authorized or obligated to close.

     1.8 “Buyer Disclosure Schedule” has the meaning set forth in the preamble of Article VII to this Agreement.

     1.9 “Buyer Consents” has the meaning set forth in Section 7.3.

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     1.10 “Closing” has the meaning set forth in Section 5.1.

     1.11 “Closing Date” has the meaning set forth in the first paragraph hereof.

     1.12 “Contract” means any and all legally binding commitments, contracts, purchase orders, leases, or other agreements, whether written or oral.

     1.13 “Corporate Names” has the meaning set forth in Section 8.7(a) .

     1.14 “Damages” has the meaning set forth in Section 11.2(a) .

     1.15 “Encumbrance” means any mortgage, pledge, assessment, security interest, deed of trust, lease, lien, adverse claim, levy, charge or other encumbrance of any kind, or any conditional sale or title retention agreement or other agreement to give any of the foregoing in the future.

     1.16 “Excluded Assets” means all Assets and Properties of Seller and its Affiliates except the Purchased Assets. The term “Excluded Assets” includes, but is not limited to Accounts Receivables.

     1.17 “Excluded Liabilities” means all Liabilities of Seller and its Affiliates except the Assumed Liabilities. The term “Excluded Liabilities” includes, by example, the following, in each case, to the extent related to Product sold by Seller or any of its Affiliates prior to Closing: all Liabilities of Seller and its Affiliates for chargebacks, Government Rebates or Other Rebates, except to the extent specifically included in the definition of Assumed Liabilities, recalls and returns, product liability claims or threatened claims or injuries caused by Product sold by Seller or any of its Affiliates prior to the Closing and other Liabilities and obligations that arise out of or are related to the Purchased Assets (including the Regulatory Approvals) or the Product sold by Seller or any of its Affiliates prior to the Closing.

     1.18 “Expiration Date” means the date that is eighteen (18) months after the Closing Date.

     1.19 “FDA” means the United States Food and Drug Administration.

     1.20 “Governmental Authority” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States or other country, or any supra-national organization, state, county, city or other political subdivision.

     1.21 “Government Rebates” means all state and federal Medicaid/Medicare rebates related to the Product.

     1.22 “Indemnification Claim Notice” has the meaning set forth in Section 11.2(c) .

     1.23 “Indemnified Party” has the meaning set forth in Section 11.2(c) .

     1.24 “Indemnitee” and “Indemnitees” have the respective meanings set forth in Section 11.2(c) ..

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     1.25 “Intellectual Property“ means any and all of the following intellectual property rights owned by or licensed to Seller and its Affiliates, to the extent primarily used in connection with or primarily pertaining to the Product: (i) Product Know-How; (ii) internet domain names in the United States; and (iii) the trademarks and service marks listed in Schedule 1.25. The term Intellectual Property shall include, without limitation, the Registered Intellectual Property.

     1.26 “Inventory” means all inventory of finished Product owned as of the Closing by Seller or any of its Affiliates, and any amounts delivered under the Outstanding Inventory Purchase Order.

     1.27 “Knowledge” with respect to any Party, means the actual knowledge of the senior executive officers (or persons performing similar functions) of such Person, after reasonable inquiry.

     1.28 “Law” means any federal, state or local law, statute or ordinance, or any rule, regulation, or published guidelines promulgated by any Governmental Authority.

     1.29 “Liability” means any liability (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, and due or to become due), including any liability for Taxes.

     1.30 “Material Adverse Effect” means an effect or condition that individually or in the aggregate is materially adverse to (i) the Purchased Assets taken as a whole; or (ii) the Product taken individually. An adverse matter with a value of Fifty Thousand Dollars (US$50,000) or more shall be deemed to have a Material Adverse Effect for purposes of this Agreement.

     1.31 “Ordinary Course of Business” means such action that is consistent with the past practices of the Product.

     1.32 “Other Rebates” means all credits, chargeback rebates, utilization based rebates, reimbursements, refunds, discounts, allowances, returns and similar payments to wholesalers and other distributors, buying groups, insurers and other institutions related to the Product.

     1.33 “Other Seller Third Party Consents” has the meaning set forth in Section 6.2(c) .

     1.34 “Outstanding Inventory Purchase Order” shall mean the purchase order for Product attached to this Agreement as Exhibit A.

     1.35 “Party” means each of Buyer and Seller.

     1.36 “Permitted Encumbrance” means any minor imperfection of title or similar Encumbrance that individually or in the aggregate would not have a adverse effect with a value of more than $20,000.

     1.37 “Person” means any natural person, corporation, general partnership, limited partnership, limited liability company, proprietorship, other business organization, trust, union, association or Governmental Authority.

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     1.38 “Product” shall mean Granisol^® (granisetron HCl) oral solution

     1.39 “Product Know-how” means any and all trade secrets, know how and information to the extent owned or controlled by Seller or any of its Affiliates and related solely to Product or the Purchased Assets, including without limitation: (i) formulas, processes and methods used in the manufacture of Product, included related trade secrets; (ii) stability data, and (iii) data from clinical trials.

     1.40 “Purchase Price” has the meaning set forth in Section 4.1.

     1.41 Purchased Assets” means, subject to Section 2.2: (i) the Intellectual Property; (ii) the Supply Agreement; (iii) the Books and Records; (iv) the Regulatory Approvals; (v) all website addresses and URLs incorporating the Product’s name or trademark; (vi) the Inventory and (vii) any other assets that are owned by Seller or any of its Affiliates and used exclusively in connection with the manufacture, production, packaging, distribution, marketing or sale of Product, but not including any property, plant or equipment or other fixed assets.

     1.42 “Registered Intellectual Property” means all of the following Intellectual Property registered or filed in the United States: (i) the trademarks listed on Schedule 6.5(a) and (ii) internet domain names registered with registrars accredited by the Internet Corporation for Assigned Names and Numbers.

     1.43 “Required Seller Third Party Consents” has the meaning set forth in Section 6.2(b) .

     1.44 “Regulatory Approvals” means the regulatory approvals, licenses and registrations for Product identified in Section 6.9 of the Seller Disclosure Schedule, all supplements thereto and the official regulatory files in Seller’s or any of its Affiliates’ possession or control as of the Closing relating thereto.

     1.45 “Seller Disclosure Schedule” has the meaning set forth in the preamble to Article VI of this Agreement.

     1.46 “Seller Governmental Consents” has the meaning set forth in Section 6.2(a) .

     1.47 “Shared Know-How” means any and all trade secrets, know how and information to the extent owned or controlled by Seller or any of its Affiliates, and related to (A) Product or the Purchased Assets, and (B) other products or assets of Seller.

     1.48 “Supply Agreement” means a certain Single Product Manufacturing and Supply Agreement, dated as of July 22, 2010, by and between Seller and Therapex, a division of E-Z-EM Canada Inc. and related Quality Agreement, dated as of July 22, 2010.

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     1.49 “Tax” means all of the following tax in connection with the transactions contemplated hereby: (i) any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment imposed by an governmental, regulatory or administrative entity or agency responsible for the imposition of any such tax in the United States; (ii) any Liability for the payment of any amounts of the type described in (i) above as a result of being a member of any affiliated, consolidated, combined, unitary or other group for any Taxable period; and (iii) any Liability for the payment of any amounts of the type described in (i) or (ii) above as a result of any express or implied obligation to indemnify any other person.

     1.50 “Third Party Claim” has the meaning set forth in Section 11.2(d) .

     1.51 “United States” means the United States of America, its territories and possessions.

ARTICLE II. PURCHASE AND SALE OF ASSETS

     2.1 Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall, or shall cause its relevant Affiliates to, sell, transfer, convey, assign and deliver to Buyer, free and clear from all Encumbrances other than Permitted Encumbrances, and Buyer shall purchase, acquire and accept from Seller and such Affiliates of Seller, all right, title and interest of Seller and such Affiliates in and to the Purchased Assets. Notwithstanding anything in this Agreement to the contrary, (i) from and after the Closing, Seller and its Affiliates shall retain all of their right, title and interest in and to the Excluded Assets; and (ii) Seller may retain an archival copy of all Books and Records and other documents or materials conveyed under this Agreement (but Seller and its Affiliates shall not use any such archival copy for any other purposes than as an archive or as otherwise expressly permitted under this Agreement or agreed upon in writing by Buyer).

     2.2 Assignability and Consents. Notwithstanding anything to the contrary contained in this Agreement, if the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any asset that would be a Purchased Asset is (a) prohibited by any applicable Law or (b) would require any authorizations, approvals, consents or waivers from a third Person or Governmental Authority and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, then in either case the Closing shall proceed without the sale, assignment, transfer, conveyance or delivery of such asset, unless such failure to transfer such asset would have a Material Adverse Effect, as determined by Buyer in its reasonable discretion, and this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery of such asset. Subject to Section 8.2, in the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such asset, then following the Closing, the parties shall use their reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Seller and Buyer shall not be required to pay any consideration to obtain any such authorization, approval, consent or waiver. Subject to Section 8.2, pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Buyer the benefits of use of such asset and to Seller the benefits, including any indemnities, that, in each case, it would have obtained had the asset been conveyed to Buyer at the Closing. If authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of any such asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Seller shall assign, transfer, convey and deliver such asset to Buyer at no additional cost to Buyer.

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     2.3 License to Shared Know-How. From and after the Closing Date, Seller hereby grants to Buyer and its Affiliates a non-exclusive, worldwide, irrevocable and royalty-free license, with the right to sublicense, to the Shared Know-How solely to research, develop, make, have made, use, import, export, distribute, sell and otherwise commercialize Product.

ARTICLE III. ASSUMPTION OF LIABILITIES

     Subject to the terms and conditions of this Agreement, as of the Closing Date, Buyer agrees to assume, satisfy, perform, pay and discharge the Assumed Liabilities. Seller shall retain responsibility for and shall satisfy, perform, pay and discharge the Excluded Liabilities.

ARTICLE IV. PURCHASE PRICE AND PAYMENT

     4.1 Purchase Price. As consideration for the Purchased Assets, Buyer shall (i) deliver or cause to be delivered to Seller at the Closing, an amount equal to One Million Dollars $1,000,000 (the “Purchase Price”) in immediately available funds by wire transfer into an account designated by Seller; and (ii) assume the Assumed Liabilities at the Closing. If the quantity of Product delivered to Buyer under the Outstanding Inventory Purchase Order is less than ninety percent (90%) of the number of units ordered, then the Purchase Price shall be adjusted after Closing by an amount calculated by subtracting the number of actual units delivered from <> and multiplying the result by $<>.

     4.2 Allocation of Purchase Price. The Purchase Price shall be allocated among the Purchased Assets as set forth on Schedule 4.2 hereto. Buyer and Seller agree (a) to report the sale and purchase of the Purchased Assets for Tax purposes in accordance with the allocations set forth on Schedule 4.2 hereto and (b) not to take any position inconsistent with such allocations on any of their respective tax returns.

     4.3 Payment of Sales, Use and Other Taxes. Buyer shall be solely responsible for all sales, use, transfer, value added and other similar Taxes, if any, typically paid by the purchaser of personal property and arising out of the sale by Seller and its Affiliates of the Purchased Assets to Buyer pursuant to this Agreement. For clarity, Buyer shall have no liability for income taxes or gross receipts taxes payable by Seller.

ARTICLE V. CLOSING

     5.1 Time and Place. The closing of the transactions contemplated by this Agreement, including the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities (the “Closing”), shall take place on the Closing Date, at the offices of Seller, unless another place shall be agreed to by the parties.

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5.2 Deliveries at Closing.

     (a) Closing Deliveries by Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer:

     (i) physical possession of all tangible personal property included in the Purchased Assets, which Buyer may accept and receive within sixty (60) days after the Closing Date without incurring charges for storage, including (A) the Inventory (which shall be delivered at the respective locations thereof at the time of the Closing), subject to Section 8.14 below; (B) the Regulatory Approvals; and (C) the Books and Records, and appropriate documents of transfer related thereto in form and substance reasonably acceptable to Seller and Buyer;

     (ii) an original Intellectual Property assignment of the Intellectual Property in form and substance reasonably acceptable to Seller and Buyer;

     (iii) assignment and assumption agreements, in form and substance reasonably acceptable to Seller and Buyer, assigning to Buyer all rights and obligations of Seller and its Affiliates under the Supply Agreement;

     (iv) copies of all Seller Governmental Consents and Required Seller Third Party Consents and all Other Seller Third Party Consents obtained as of Closing; and

     (v) the certificates and other documents to be delivered pursuant to Article X hereof.

     (b) Closing Deliveries by Buyer. At the Closing, Buyer will deliver or cause to be delivered to Seller:

     (i) the Purchase Price;

     (ii) such instruments of assumption and other instruments or documents, in form and substance reasonable acceptable to Seller and Buyer, as may be necessary to effect Buyer’s assumption of the Assumed Liabilities, including, but not limited to assumption of the Supply Agreement;

     (iii) copies of all Buyer Consents; and

     (iv) the certificates and other documents to be delivered pursuant to Article IX hereof.

ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF SELLER

     Subject to such exceptions as are specifically disclosed in a disclosure schedule (referencing the appropriate Sections hereof) attached hereto (the “Seller Disclosure Schedule”), which Seller Disclosure Schedule shall be deemed to be representations and warranties of Seller as if made herein, Seller represents and warrants to Buyer, as of the date of this Agreement and as of the Closing Date, as follows:

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     6.1 Authority of Seller. Seller has all necessary power and authority and has taken all actions necessary to enter into this Agreement and to carry out the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and, when executed and delivered by Buyer, will constitute a legal, valid and binding obligation of Seller enforceable against it in accordance with its terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

     6.2 Consents and Approvals.

     (a) Section 6.2(a) of the Seller Disclosure Schedule sets forth a complete and accurate list of all consents, waivers, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Authority that are required by or with respect to Seller or its Affiliates in connection with the execution and delivery of this Agreement by Seller or the performance of its obligations hereunder, except for such consents, waivers, approvals, orders or authorizations the failure to obtain which, and such registrations, declarations or filings the failure to make which, would not have a Material Adverse Effect or materially impair or delay Seller’s ability to perform its obligations hereunder (the “Seller Governmental Consents”).

     (b) Section 6.2(b) of the Seller Disclosure Schedule sets forth a complete and accurate list of all consents, waivers, approvals, or authorizations of, or notices to, any third party (other than a Governmental Authority) that are required by or with respect to Seller or its Affiliates in connection with the execution and delivery of this Agreement by Seller or the performance of its obligations hereunder, except for such consents, waivers, approvals, or authorizations the failure to obtain which, and such notices the failure to give which, would not have a Material Adverse Effect or materially impair or delay Seller’s ability to perform its obligations hereunder (the “Required Seller Third Party Consents”).

     (c) Section 6.2(c) of the Seller Disclosure Schedule sets forth a complete and accurate list of other consents, waivers, approvals, or authorizations of, or notices to, any third party (other than a Governmental Authority) that are required by or with respect to Seller or its Affiliates in connection with the execution and delivery of this Agreement by Seller or the performance of its obligations hereunder, which Buyer acknowledges and agrees are not material to the Product or the Purchased Assets (the “Other Seller Third Party Consents”).

     6.3 Non-Contravention. The execution and delivery by Seller of this Agreement does not, and the performance by it or its relevant Affiliates of its or their obligations under this Agreement and the consummation of the transactions contemplated hereby will not:

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     (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Certificate of Incorporation or By-laws or other organizational documents of Seller or its relevant Affiliates;

     (b) conflict with or result in a violation or breach of any term or provision of any Law applicable to Seller, the Product, or the Purchased Assets, assuming the receipt of all consents, waivers, approvals, orders or authorizations of Governmental Authorities required to be obtained by Seller and the making of all registrations, declarations or filings with Governmental Authorities required to be made by Seller; or

     (c) conflict with or result in a breach or default (or an event which, with notice or lapse of time or both, would constitute a breach or default) under the Supply Agreement, other than such conflicts, breaches or defaults as would not have an Material Adverse Effect and assuming the receipt of all consents, waivers, approvals, or authorizations of any third party (other than a Governmental Authority) required to be obtained by Seller and the giving of all notices to any third party (other than a Governmental Authority) required to be given by Seller.

     6.4 Supply Agreement. The Supply Agreement is the only Contract material to Seller’s manufacturing, marketing, sale or distribution of Product in the ordinary course of business prior to the Closing. The Supply Agreement is in effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms, of Seller or an Affiliate of Seller; and Seller or an Affiliate has performed all of its required material obligations under, and neither Seller nor any Affiliate is in material violation or material breach of or default under, such Contract.

     6.5 Intellectual Property Rights.

     (a) Section 6.5(a) of the Seller Disclosure Schedule sets forth a complete and correct list of all Registered Intellectual Property. Except as set forth in Section 6.5(a) of the Seller Disclosure Schedule, Seller or its Affiliates own all right, title and interest in and to, or have a license, sublicense or other permission to use, all of the Registered Intellectual Property, free and clear of all Encumbrances except Permitted Encumbrances. All necessary registration, maintenance and renewal fees due in connection with such Registered Intellectual Property have been paid and all necessary documents and certificates in connection with such Registered Intellectual Property have been filed with the relevant copyright, trademark or other Governmental Authorities for the purposes of maintaining such Registered Intellectual Property.

     (b) Seller or its Affiliates own all right, title and interest in and to all of the Intellectual Property, free and clear of all Encumbrances except Permitted Encumbrances.

     (c) Neither Seller nor any of its Affiliates has received any written notice from any Person, or has Knowledge, that the Product, infringes or misappropriates the intellectual property rights of any third party.

     (d) All trademarks included in the Registered Intellectual Property are the subject of current registrations. There are no third-party rights in Seller’s current registrations relating to the Product. Seller and its Affiliates have no Knowledge of any prior use, infringement, piracy or counterfeiting of such trademarks, any superior rights by any third party in such trademarks, or any adverse claims pertaining to such trademarks.

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     6.6 Litigation. There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened against, relating to, affecting or arising in connection with (i) the Product; (ii) Purchased Assets; (iii) this Agreement; or (iv) the transactions contemplated by this Agreement. Seller is not subject to any order that could reasonably be expected to materially impair or delay the ability of Seller to perform its obligations under this Agreement.

     6.7 Compliance with Law. Except as described in Section 6.7 of the Seller Disclosure Schedule, Seller and its Affiliates have manufactured, marketed and sold the Product substantially in compliance with all applicable Laws, except where failure to so comply would not reasonably be expected to result in a Material Adverse Effect, and neither Seller nor any of its Affiliates has received any written notice alleging any violation of Laws in connection with activities related to Product.

     6.8 Inventory. To Seller’s Knowledge, based solely on warranties made by the supplier, all of the finished Product included in Inventory:

     (i) were produced or manufactured and stored in accordance with the specifications for such Product as set forth in the applicable Regulatory Approval and substantially in compliance with applicable Law;

     (ii) are free from defects in processing, materials and workmanship;

     (iii) were manufactured, packaged, tested and stored in conformity with then-current cGMPs; and

     (iv) are not adulterated or misbranded within the meaning of the United States Federal Food Drug and Cosmetic Act (21 U.S.C. Section 301 et seq.), as amended from time to time or any other Law.

     Seller or its Affiliates at Closing will have, and Buyer will receive at Closing or, in the case of Inventory to be delivered under the Outstanding Inventory Purchase Order, upon delivery of such Inventory, good and marketable title to the Inventory free and clear of any Encumbrances. There are no inventory management agreements or commitments related to the Product. The Outstanding Inventory Purchase Order is the only purchase order outstanding for the Product pursuant to the Supply Agreement.

     Seller further represents that, since January 1, 2010, Seller and its Affiliates have not effected a price change with respect to Product, and have not “loaded the channel” by selling Product in a manner that is inconsistent with Seller’s normal sales channel practices prior to January 1, 2010.

     6.9 Regulatory Matters. All of the Regulatory Approvals are current and in full force and effect, have been duly and validly issued, and are owned exclusively by Seller or its Affiliates. The Product is covered by a Regulatory Approval in the United States described in Section 6.9 of the Disclosure Schedule. Seller has not sought or obtained any Regulatory Approval for the Product, and has not marketed or sold the Product, outside of the United States. There is no Action or Proceeding by any Governmental Authority pending or, to the Knowledge of Seller, threatened seeking the recall of the Product or the revocation or suspension of any Regulatory Approval. Seller has made available to Buyer complete and correct copies of all Regulatory Approvals. There have been no past recalls involving the Product.

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     6.10 Brokers. Seller has engaged a broker in connection with the transaction contemplated by this Agreement. Buyer will have no obligation to pay fees of any brokers, finders, investment bankers, or financial advisors engaged by Seller in connection with this Agreement or the transactions contemplated hereby, and such fees will be paid by Seller.

     6.11 No Non-Competition Agreements or Preferential Obligations. The Purchased Assets are not subject to any non-competition agreements with, or other agreements granting preferential rights to purchase or license the Purchased Assets to, third parties.

     6.12 Financial Information. The income statement related to the Purchase Assets and the Product set forth in Schedule 6.12 hereto is true and correct in all material respects.

     6.13 No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS OR WARRANTIES EXPRESSLY SET FORTH IN ARTICLE VI OF THIS AGREEMENT, SELLER DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY INFORMATION FURNISHED BY SELLER WITH REGARD TO THE PRODUCT, OR THE PURCHASED ASSETS, INCLUDING THE FUTURE PROFITABILITY OF THE PRODUCT, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE VI, BUYER AGREES THAT SELLER SHALL NOT HAVE ANY LIABILITY TO BUYER RESULTING FROM THE DISTRIBUTION OF OR FAILURE TO DISTRIBUTE ANY INFORMATION TO BUYER, OR BUYER’S USE OF ANY INFORMATION, DOCUMENTS OR MATERIALS MADE AVAILABLE TO BUYER IN ANY FORM.

ARTICLE VII. REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer represents and warrants to Seller, as of the date hereof and as of the Closing Date, subject to such exceptions as are specifically disclosed in the disclosure schedule (referencing the appropriate Sections hereof) attached hereto (the “Buyer Disclosure Schedule”), which Buyer Disclosure Schedule shall be deemed to be representations and warranties of Buyer as if made herein, as follows:

     7.1 Corporate Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite power and authority to own its assets and carry on its business as currently conducted by it or as proposed to be conducted. Buyer is duly authorized to conduct its business and is in good standing in each jurisdiction where such qualification is required, except for any jurisdiction where failure to so qualify could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Buyer or materially impair or delay Buyer’s ability to perform its obligations hereunder.

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     7.2 Authority of Buyer. Buyer has all necessary power and authority and has taken all actions necessary to enter into this Agreement and to carry out the transactions contemplated hereby. The Board of Directors of Buyer has taken all action required by Law, its Certificate of Incorporation, Bylaws or otherwise to be taken by it to authorize the execution and delivery of this Agreement by Buyer and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Buyer and, when executed and delivered by Seller, will constitute a legal, valid and binding obligation of Buyer enforceable against it in accordance with its terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally; and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

     7.3 Consents and Approvals. Section 7.3 of the Buyer Disclosure Schedule sets forth a complete and accurate list of all consents, waivers, approvals, orders or authorizations of, or registrations, declarations or filings, that are required by Buyer in connection with the execution and delivery of this Agreement by Buyer or the performance of its obligations hereunder, including, but not limited to any consent of any Governmental Authority (the “Buyer Consents”).

     7.4 Non-Contravention. The execution and delivery by Buyer of this Agreement does not, and the performance by it of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not:

     (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Certificate of Incorporation, Bylaws or other organizational documents of Buyer;

     (b) assuming the receipt of all consents, waivers, approvals, orders or authorizations of Governmental Authorities required to be obtained by Buyer and the making of all registrations, declarations or filings with Governmental Authorities required to be made by Buyer, conflict with or result in a violation or breach of any term or provision of any Law applicable to Buyer; or

     (c) conflict with or result in a breach or default (or an event which, with notice or lapse of time or both, would constitute a breach or default) under, or result in the termination or cancellation of, or accelerate the performance required by, or result in the creation or imposition of any security interest, lien or any other Encumbrance upon any Contract to which Buyer is a party or by which Buyer or any of its assets is bound.

     7.5 Litigation. There are no Actions or Proceedings pending, or to the Knowledge of Buyer threatened or anticipated, against, relating to, affecting or arising in connection with (a) this Agreement or (b) the transactions contemplated by this Agreement. Buyer is not subject to any Order that could reasonably be expected to materially impair or delay the ability of Buyer to perform its obligations under this Agreement.

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     7.6 Brokers. Buyer has not retained any broker in connection with the transactions contemplated hereunder. Seller will have no obligation to pay fees of any brokers, finders, investment bankers, or financial advisors engaged by Buyer in connection with this Agreement or the transactions contemplated hereby.

     7.7 Financial Capability. Buyer has secured the funds to effect the Closing.

     7.8 No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS OR WARRANTIES EXPRESSLY SET FORTH IN ARTICLE VII OF THIS AGREEMENT, BUYER DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, RELATED TO THIS AGREEMENT.

ARTICLE VIII. COVENANTS OF THE PARTIES

     8.1 [Reserved].

     8.2 Reasonable Best Efforts.

     (a) Subject to Section 8.2(b) below, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all action, or to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including obtaining all consents and approvals of all Persons and Governmental Authorities and removing any injunctions or other impairments or delays that are necessary, proper or advisable to the consummation of the transactions contemplated by this Agreement.

     (b) Seller shall use its reasonable best efforts to obtain all Other Seller Third Party Consents after Closing.

     8.3 Cooperation. Each Party shall cooperate fully with the other in preparing and filing all notices, applications, submissions, reports and other instruments and documents that are necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including Seller’s cooperation in the efforts of Buyer to obtain any consents and approvals of any Governmental Authority required for Buyer to be able to own the Purchased Assets.

     8.4 Access.

     (a) [Reserved].

     (b) Upon the request of Seller, Buyer shall during the seven (7) year period specified in Section 8.4(c) below following the Closing, to the extent permitted by Law, grant to Seller and its representatives the right, during normal business hours, to inspect and copy the Books and Records and other documents obtained from Seller in Buyer’s possession, to the extent pertaining to the Product or the Purchased Assets for Tax purposes and in connection with Actions or Proceedings (except as otherwise stated in Section 8.4(c) below).

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     (c) Buyer agrees to keep and maintain all Books and Records and other documents obtained from Seller in existence on the Closing Date for a period of seven (7) years and make personnel of Buyer or its Affiliates available to Seller or its representatives to the extent such access is reasonably related to any Excluded Assets or otherwise necessary for Seller to comply with the terms of this Agreement or comply with any applicable Law, subject to reasonable rules and regulations of Buyer and any applicable Laws. Seller shall reimburse Buyer promptly for its reasonable and necessary out of pocket expenses incurred in complying with any request by or on behalf of Seller under the foregoing sentence (other than the fees and costs of Buyer’s attorneys). Notwithstanding anything in this Agreement to the contrary, Buyer and its personnel shall not be obligated to provide access to any of Buyer’s legally privileged information or documents under this Agreement.

     (d) Prior to the Closing Date, Seller has cooperated with Buyer to create financial statements related to the Product for calendar years 2008 and 2009 and for the period of January 1, 2010 to June 30, 2010, which shall have been audited (before Closing) by Horne, LLP. The Horne, LLP costs of this process shall be borne by Buyer. Such income statements shall be for public filing purposes as Buyer is a wholly-owned subsidiary of a public company, and Seller waives any requirement or obligation of confidentiality or restrictions on public announcements related to the preparation and use of such income statements.

     8.5 Public Announcements. Each of Seller and Buyer agree that, prior and subsequent to the Closing, it and its representatives shall keep the facts surrounding the negotiation of this Agreement and the transactions contemplated hereby, disclosures made in this Agreement, and the results of investigations and audits conducted hereunder, confidential and shall not disclose such information to any other Person through a press release or otherwise (except as necessary to carry out the terms of this Agreement or to the extent such information becomes public information or generally available to the public through no fault of such party or its Affiliates) without the prior written consent of the other party, unless such party has been advised by counsel that disclosure is required to be made under applicable Law. Notwithstanding the foregoing, Buyer and Seller agree to issue the joint public statement announcing the Agreement in the form attached hereto as Exhibit B on such timing as the parties may mutually agree, but, unless the Parties otherwise mutually agree, not more than two (2) days following the execution date. The parties also agree that each Party may issue public statements containing substantially the same information as set forth in Exhibit B after Closing describing Buyer’s acquisition of the Product and consummation of the transaction. Notwithstanding anything in this Agreement to the contrary, each party may make such disclosures as may be required by applicable law, including applicable securities laws or listing requirements.

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     8.6 Non-Solicitation/Non-Competition.

     (a) Buyer agrees that, without the prior written consent of Seller, for a period commencing on the date hereof and expiring on the second anniversary of the Closing Date, Buyer will not directly or indirectly (a) induce, encourage or solicit any officer or employee of Seller or any of its Affiliates to leave such employment to accept any other position or employment with Buyer, or (b) assist any Affiliate or representative of Buyer in hiring such employee; provided that the running of newspaper advertisements, Internet postings and other means of general distribution shall not be a violation of the foregoing.

     (b) Seller agrees that, for a period of ten (10) years from the Closing Date, neither it nor any of its Affiliates, will directly or indirectly, through a partnership, licensing arrangement or any other structure, market, sell, distribute or otherwise make available a product that is a 5-HT₃ receptor antagonist labeled as an anti-emetic in any formulation or dosing, provided that the foregoing limitation shall not apply to a generic version of any such product that does not contain Granisetron in any form or presentation.

     8.7 Corporate Names.

     (a) Except as set forth in this Section 8.7, following the Closing, Buyer shall not have any rights by virtue of this Agreement or any of the transactions or agreements contemplated hereby to any names, trademarks, trade names, trade dress or logos relating to Seller or any of the Affiliates of Seller or any of their products other than those included in the Intellectual Property (the “Corporate Names”).

     (b) Buyer may use for up to twelve (12) months following the Closing (or such shorter period as any Governmental Authority shall designate), items of Inventory that bear any of the Corporate Names, it being understood that Buyer will use its commercially reasonable efforts to use or sell such items of Inventory prior to selling any Product under a different trademark or trade name.

     8.8 Assistance in Collecting Certain Amounts. From and after the Closing Date, Buyer shall assist, cooperate with and consult with Seller and its Affiliates, at Seller’s request, in connection with the collection of Accounts Receivable relating to products or goods shipped or sold by Seller or its Affiliates before the Closing Date, and Buyer shall remit promptly to Seller or the relevant Affiliate any payments or other sums received by Buyer that relate to any sales, shipments or other matters occurring before the Closing Date or that otherwise are properly for the account of Seller or its Affiliates. Seller shall, and shall cause its Affiliates to, remit promptly to Buyer any payments or other sums received by Seller or any Affiliates after the Closing Date that relate to any sales or shipments made by Buyer after the Closing Date and Seller shall, and shall cause its Affiliates to, use reasonable efforts to transmit to Buyer all written inquiries or orders, and to refer to Buyer all oral inquiries or orders, relating to the Product (to the extent relating to operations thereof following the Closing) that are received by Seller or any Affiliate following the Closing Date.

     8.9 [Reserved].

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     8.10 Differentiation of Products. Within sixty (60) days after the Closing, Buyer shall institute appropriate procedures to ensure that the Product manufactured, finished or sold by, or on behalf of, Buyer can be distinguished from the Product manufactured, finished or sold by, or on behalf of, Seller and its Affiliates.

     8.11 Regulatory Matters.

     (a) From and after the transfer by Seller to Buyer of each Regulatory Approval pursuant to the terms of this Agreement, but consistent with Sections 8.14 and 8.15 hereof, Buyer, at its cost, shall be solely responsible and liable for (i) taking all actions, paying all fees and conducting all communication with the appropriate Governmental Authority required by Law in respect of such Regulatory Approval, including preparing and filing all reports (including adverse drug experience reports) with the appropriate Governmental Authority; (ii) taking all actions and conducting all communication with third parties in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval), including responding to all complaints in respect thereof, including complaints related to tampering or contamination; and (iii) investigating all complaints and adverse drug experiences in respect of the Product sold pursuant to such Regulatory Approval (whether sold before or after transfer of such Regulatory Approval).

     (b) From and after the transfer by Seller to Buyer of each Regulatory Approval pursuant to the terms hereof, Seller promptly shall notify Buyer if Seller receives a complaint or a report of an adverse drug experience in respect of a Product sold pursuant to such Regulatory Approval. In addition, Seller shall cooperate with Buyer’s reasonable requests and use commercially reasonable efforts to assist Buyer in connection with the reporting, investigation of and response to any complaint or adverse drug experience to enable Seller to meet its regulatory reporting obligations prior to transfer by Seller to Buyer of each Regulatory Approval, and thereafter to the extent related to a Product sold by Seller or its Affiliates.

     (c) From and after the Closing Date, Buyer, at its cost, shall be solely responsible and liable for conducting all voluntary and involuntary recalls of units of Product sold after the Closing Date pursuant to such Regulatory Approval , including recalls required by any Governmental Authority. Seller shall be responsible for all costs related to any voluntary and involuntary recalls of units of the Product sold by Seller prior to the Closing Date. Seller promptly shall notify Buyer in the event that a recall of product sold by Seller or its Affiliates is necessary or advisable.

     8.12 Product Returns. From and after the Closing Date, Buyer, at its cost, shall be solely responsible and liable for all returns of the Product sold by Buyer after the Closing Date. Seller shall be responsible for all costs of returns of Product sold by Seller prior to the Closing Date.

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     8.13 Further Assurances.

     (a) On and after the Closing, Seller shall from time to time, at the request of Buyer, execute and deliver, or cause to be executed and delivered, such other instruments of conveyance and transfer and take such other actions as Buyer may reasonably request, in order to more effectively consummate the transactions contemplated by this Agreement and to vest in Buyer good and marketable title to the Purchased Assets.

     (b) On and after the Closing, Buyer shall from time to time, at the request of Seller, take such actions as Seller may reasonably request, in order to more effectively consummate the transactions contemplated by this Agreement, including Buyer’s assumption of the Assumed Liabilities.

     8.14 Transitional Assistance by Seller. During a transitional period of up to one hundred twenty (120) days following the Closing (or such lesser period as Buyer completes arrangements for transfer of such distribution activities), Seller shall maintain distribution of the Product in a manner and level of effort consistent with the distribution activities of Seller and its Affiliates during the calendar year 2009, and in accordance with all legal requirements. Seller shall use Product from Buyer’s inventory for such distribution activities. Buyer shall pay Seller, within ten (10) days after the end of each month during which Seller provides such distribution services, an amount equal to $1,000 per month (pro-rated for any partial month) plus Seller’s out-of-pocket costs associated with such services.

     8.15 Regulatory Transition by Seller. During a transitional period of up to sixty (60) days following the Closing (or such sooner period as Buyer completes arrangements for transfer of such regulatory activities), Seller shall assist Buyer in the maintenance of the Regulatory Approvals of the Product and carry out the other regulatory compliance activities required to be carried out under the Regulatory Approvals (to the extent that such activities have not then been taken over by Buyer) in a manner and level of effort consistent with the regulatory procedures of Seller and its Affiliates during the calendar year 2009, and in accordance with all legal requirements. Except as set forth in the previous sentence, all costs and expenses for such regulatory transition services will be the responsibility of the party incurring such costs and expenses; provided, however, that any travel expenses incurred by Seller’s personnel in connection with providing such services will be paid promptly by Buyer. Buyer shall provide all information and cooperation as is reasonably requested by Seller in connection with the activities contemplated under this Section. Buyer shall make all filings with, and take all other actions required by, applicable Governmental Authorities that are necessary to permit Seller to perform its obligations under this Section 8.15.

     8.16 Confidentiality. For a period of ten (10) years following the Closing Date, Seller shall maintain the confidentiality of all Books and Records, Product Know-How and other information contained within the Purchased Assets that is of a confidential nature, and shall not disclose such information to any third party without the prior written consent of Buyer. Such obligation of confidentiality shall not apply to any specific item of information that: (i) is now or later made known to the public through no default by Seller or Affiliates; (ii) is acquired from a third party, having a right to disclose such information; or (iii) is required to be disclosed by Law, so long as Buyer is given advance notice of such disclosure and an opportunity to seek a protective order or confidential treatment.

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ARTICLE IX.[RESERVED]

ARTICLE X. [RESERVED]

ARTICLE XI. INDEMNIFICATION

     11.1 Survival of Representations, Warranties, Etc.. The representations and warranties of Seller or Buyer contained in this Agreement shall survive the Closing and remain in full force and effect until the Expiration Date. All representations and warranties contained in this Agreement and all claims with respect thereto shall terminate on the Expiration Date; provided that if notice of any claim for indemnification pursuant to Section 11.2(a)(ii) or 11.2(b)(ii) shall have been given prior to the Expiration Date and such notice describes with reasonable specificity or description the circumstances with respect to which such indemnification claim relates, such indemnification claim shall survive until such time as such claim is finally resolved.

     11.2 Indemnification.

     (a) By Seller. Subject to Section 11.3, from and after the Closing, Seller shall indemnify, defend and hold harmless Buyer, its Affiliates, and their respective officers, directors, employees, agents, successors and assigns from and against any and all costs, losses, Liabilities, damages, and expenses (including reasonable fees and disbursements of attorneys) (collectively, the “Damages”), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any covenant or agreement of Seller under this Agreement; (ii) the inaccuracy or breach of any representation or warranty made by Seller in this Agreement; (iii) the Excluded Liabilities; or (iv) the marketing, distributing, handling, sale or use of the Product prior to the Closing or the manufacture of any Product sold prior to the Closing.

     (b) By Buyer. Subject to Section 11.3, from and after the Closing, Buyer shall indemnify, defend and hold harmless Seller, its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any covenant or agreement of Buyer under this Agreement; (ii) the inaccuracy or breach of any representation or warranty made by Buyer in this Agreement; (iii) the failure of Buyer to assume, pay, perform and discharge any Assumed Liabilities or the breach of the Supply Agreement after Closing; or (iv) the marketing, distributing, handling, sale or use of the Product after Closing or the manufacture (whenever occurring) of any Product sold after to the Closing.

     (c) Procedures. The indemnified Party shall give the indemnifying Party written notice of any Third Party Claim (defined below) (an “Indemnification Claim Notice”) within thirty (30) days (or such other additional period that the Indemnified Party can establish is reasonably necessary to permit it to determine whether to make a request for indemnification) of any Damages or discovery of fact upon which such indemnified Party intends to base a request for indemnification under Section 11.2(a) or Section 11.2(b), but in no event shall the indemnifying Party be liable for any Damages that result from failure to provide such notice within such period. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Damages (to the extent that the nature and amount of such Damages are known at such time). All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, the “Indemnitees” and each an “Indemnitee”) shall be made solely by such Party to this Agreement (the “Indemnified Party”).

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     (d) Third Party Claims. The obligations of an indemnifying Party under this Section 11.2 with respect to Damages arising from claims of any third party that are subject to indemnification as provided for in Section 11.2(a) or Section 11.2(b) (a “Third Party Claim”) shall be governed by and be contingent upon the following additional terms and conditions:

     (i) The indemnified Party shall furnish promptly to the indemnifying Party copies of all papers and official documents received in respect of any such Third Party Claim. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party at any time after the indemnifying Party’s receipt of an Indemnification Claim Notice with respect to such Third Party Claim. The assumption of the defense of a Third Party Claim by the indemnifying Party shall be construed as an acknowledgment that the indemnifying Party is liable to indemnify any Indemnitee for Damages in respect of such Third Party Claim. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any Indemnitee in connection with the Third Party Claim to the extent not previously provided. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim. Notwithstanding anything in this Agreement to the contrary, in the event that it is later determined that the negligence or willful misconduct of the Indemnified Party caused, or was a contributing cause to, the Third Party Claim or the Damages relating thereto, the Indemnified Party shall reimburse the indemnifying Party for the legal costs and all costs and expenses (including attorneys’ fees and costs of suit) and any Damages, or its equitable proportion, as the case may be, incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnitee.

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     (ii) Without limiting Section 11.2(d)(i), any Indemnitee shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnitee’s own expense unless (A) the employment thereof has been specifically authorized by the indemnifying Party in writing, or (B) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.2(d)(i) (in which case the Indemnified Party shall control the defense).

     (iii) With respect to any Damages relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Damages in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 11.2(d)(i), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise voluntarily dispose of such Damages; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party shall not be liable for any settlement or other voluntary disposition of Damages by an Indemnitee that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party.

     (iv) Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party shall, and shall cause each other Indemnitee to, cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the indemnifying Party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith. To the extent the records of the Indemnitee referenced in this Section 11.2(d)(iv) are privileged by an attorney-client relationship, the parties shall cooperate in a manner as to preserve such privilege but to afford the indemnifying Party with all information relevant to such Third Party Claim.

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     11.3 Limitations.

     (a) Except as set forth in paragraph (c), in no event shall Seller be liable for any Damages pursuant to Section 11.2(a) unless and until the aggregate amount of all such Damages exceeds $50,000, in which case the Seller shall be liable for all such Damages (from the “first dollar” and not only in excess of $50,000), subject to paragraph (b).

     (b) Notwithstanding Section 11.2(a), except as set forth in paragraph (c), Seller will not be required to indemnify Buyer for Damages pursuant to Section 11.2(a) that exceed a maximum aggregate liability of $1,000,000.

     (c) The limitations contained in paragraphs (a) and (b) shall not apply to (i) product liability claims arising specifically out of use of units of Product sold by Seller prior to the Closing Date, or (ii) the Excluded Liabilities.

     (d) The amount of any Damages under Section 11.2(a) or Section 11.2(b), as the case may be, shall be reduced by the net amount of any insurance proceeds paid to the Indemnified Party relating to such claim, after upward adjustment for any insurance proceeds repayment obligations owed as a result of receipt of such indemnification.

     (e) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUSINESS INTERRUPTION OR LOST PROFITS, OR PUNITIVE DAMAGES; PROVIDED, HOWEVER, THIS EXCLUSION IS NOT INTENDED TO, NOR SHALL, EXCLUDE ACTUAL OR COMPENSATORY DAMAGES OF THE AFFECTED PARTY NOR APPLY TO THIRD PARTY CLAIMS.

     11.4 Buyer Insurance. Buyer shall maintain in effect during the five (5) year period following the Closing Date in which Product is being marketed or sold, and for at least two (2) years following such period of such marketing and sales, product liability insurance with a reputable, national insurance provider, in the amount of $2,000,000 per occurrence and $5,000,000 in aggregate, naming Seller as a named insured, and providing for written notice to Seller in the event of a modification or termination of such coverage. Buyer shall, at the Closing, provide to Seller a certificate evidencing the foregoing coverage, and shall during such period thereafter provide confirmation of such insurance at Seller’s request.

     11.5 Seller Insurance. Seller shall maintain in effect during the three (3) year period following the Closing Date product liability insurance with a reputable, national insurance provider, in the amount of $2,000,000 per occurrence and $5,000,000 in aggregate, covering liability on sales of Product for periods prior to the Closing Date, naming Buyer as a named insured, and providing for written notice to Buyer in the event of a modification or termination of such coverage. Seller shall, at the Closing, provide to Buyer a certificate evidencing the foregoing coverage, and shall during such period thereafter provide confirmation of such insurance at Buyer’s request.

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     11.6 Remedies Exclusive. From and after the Closing, the remedies set forth in this Article XI shall be exclusive and in lieu of any other remedies that may be available to the Indemnitees pursuant to any statutory or common law with respect to any Losses of any kind or nature incurred directly or indirectly resulting from or arising out of any breach of this Agreement (including alleged breaches or inaccuracies of any representation, warranty or covenant or for any alleged misrepresentation) or the transactions contemplated hereby; provided, however, that Buyer or Seller may seek appropriate equitable relief in a court of proper jurisdiction. Nothing herein is intended to, nor shall be construed to, affect, have an interpretative effect on, modify or terminate any other contract between either party hereto or its affiliates or any rights or obligations under any such contracts.

ARTICLE XII. [RESERVED]

ARTICLE XIII. MISCELLANEOUS

     13.1 Notices. All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally against written receipt or by facsimile transmission with answer back confirmation or mailed (postage prepaid by certified or registered mail, return receipt requested) or by nationally recognized overnight courier that maintains records of delivery to the parties at the following addresses or facsimile numbers:

If to Buyer to:	PediatRx, Inc.
	c/o David Tousley
	14610 Pawnee Street
	Leawood, Kansas 66224
With copies to:	PediatRx, Inc.
	90, Fairmount Road West
	Califon, NJ, 07830 USA
	Attention: Chief Executive Officer
With copies to:	Joe Carusone and Cameron Durrant
	c/o Striker Energy Corporation
	360 Bay Street, Ste 901
	Toronto, Ontario, Canada
If to Seller to:	Cypress Pharmaceuticals, Inc.
	135 Industrial Boulevard
	Madison, MS 391110
	Attention: Chief Executive Officer

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All such notices, requests and other communications will (a) if delivered personally to the address as provided in this Section, be deemed given upon receipt, (b) if delivered by facsimile to the facsimile number as provided in this Section, be deemed given upon receipt by the sender of the answer back confirmation, provided a confirmation copy is sent by mail and (c) if delivered by mail in the manner described above or by overnight courier to the address as provided in this Section, be deemed given upon receipt. Any party from time to time may change its address, facsimile number or other information for the purpose of notices to that party by giving notice specifying such change to the other party hereto in accordance with the terms of this Section.

     13.2 Entire Agreement. This Agreement (and all Exhibits and Schedules attached hereto and all other documents delivered in connection herewith) supersedes all prior discussions and agreements among the parties with respect to the subject matter hereof and contains the sole and entire agreement among the parties hereto with respect to the subject matter hereof.

     13.3 Construction of Certain Terms and Phrases. Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement; (d) the terms “Article” or “Section” refer to the specified Article or Section of this Agreement; (e) the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”; and (f) the term “including” or “includes” means “including without limitation” or “includes without limitation.” Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified.

     13.4 Waiver. Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition. No waiver by any party hereto of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by law or otherwise afforded, will be cumulative and not alternative.

     13.5 Amendment. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by each party hereto.

     13.6 Third Party Beneficiaries. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns and it is not the intention of the parties to confer third-party beneficiary rights upon any other Person.

     13.7 Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto without the prior written consent of the other party hereto, other than to an Affiliate or to a successor in interest of such party by reason of a merger, acquisition or sale of all or substantially all of the assets of such party with a guarantee of performance by the assigning party, and any attempt to do so, other than as permitted above, will be void. This Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and permitted assigns.

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     13.8 Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

     13.9 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never compromised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar to terms to such illegal, invalid or unenforceable provision as may be possible and reasonably acceptable to the parties.

     13.10 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and performed in such state, without giving effect to conflicts of laws principles.

     13.11 Consent to Jurisdiction and Forum Selection. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be initiated and tried exclusively in the local and federal courts located in the State of New York. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in this section. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this section, and stipulates that the local and federal courts located in the State of New York shall have personal jurisdiction and venue over each of them for purposes of litigating any dispute, controversy or proceeding arising out of or related to this Agreement. Each party hereby authorizes and agrees to accept service of process sufficient for personal jurisdiction in any action against it as contemplated by this section by registered or certified mail, return receipt requested, postage prepaid to its address for the giving of notices as set forth in this Agreement, or in the manner set forth in Section 13.1 of this Agreement for the giving of notice. Any final judgment received against a party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law.

     13.12 Expenses. Except as otherwise provided in this Agreement, each party hereto shall pay its own expenses and costs incidental to the preparation of this Agreement and to the consummation of the transactions contemplated hereby.

     13.13 Counterparts. This Agreement may be executed in any number of counterparts and by facsimile, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

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     13.14 Schedules, Exhibits and Other Agreements. The Exhibits, Schedules, other agreements, certificates and notices specifically referred to in this Agreement, and delivered pursuant hereto, are an integral part of this Agreement. Any disclosure that is made in any of the Schedules or certificates delivered pursuant to this Agreement shall be deemed responsive to any other applicable disclosure obligation hereunder.

     13.15 Seller and Its Affiliates. Seller hereby acknowledges that any reference to Seller in this Agreement shall be to Seller and those of its Affiliates that own or possess the Purchased Assets. Seller also agrees that any reference to action to be taken by Seller under this Agreement shall, without further expression, include a covenant by Seller to cause those of its Affiliates that own or possess the Purchased Assets to take such action, as the case may be.

[Remainder of Page Intentionally Left Blank]

26

     IN WITNESS WHEREOF, this Agreement has been executed by the Parties hereto all as of the date first above written.

Cypress Pharmaceuticals, Inc.
By:	/s/ Max E. Draughn
	Max E. Draughn
	Chief Executive Officer
PediatRx, Inc.
By:	/s/ David L. Tousley
	Name: David L. Tousley
	Title: Treasurer and Secretary

27

Exhibit A

Outstanding Inventory Purchase Order

28

Exhibit B

Form of Press Release

Release: July <>, 2010

PEDIATRX ACQUIRES GRANISOL™

FIRST ACQUISITION FOR SPECIALTY PHARMACEUTICAL COMPANY

CALIFON, NEW JERSEY, July <>, 2010 – PediatRx, Inc. (“PediatRx”), a wholly owned subsidiary of Striker Energy Corp.(SKRY:OTCBB) today announced that it has signed a definitive agreement and has completed the acquisition of all of the assets associated with Granisol™ (granisetron HCl) Oral Solution (“Granisol™”) from Cypress Pharmaceuticals, Inc.

Granisol™ is used in cancer care to treat nausea and vomiting associated with cancer therapy. Granisol™ has been approved for use by the U.S. Food and Drug Administration and is expected to be an important source of revenue for PediatRx.

“We are very pleased to launch our company with this product and look forward to increasing the awareness of the strong merits of Granisol™,” said Dr. Cameron Durrant President and Chief Executive Officer of PediatRx.

About PediatRx, Inc.
PediatRx is a specialty pharmaceutical company dedicated to marketing and formulating effective therapies and supportive care products for patients hospitalized for serious conditions including cancer. PediatRx is incorporated under the laws of the State of Nevada, and is a wholly owned subsidiary of Striker Energy Corp.

About Striker Energy Corp.
Striker Energy Corp. is incorporated under the laws of the State of Nevada and is publicly traded under the symbol SKRY on the over-the-counter bulletin board.

For Further Information
PediatRx, Inc.
Phone: 1-866-530-5258
Email:

29

Forward-Looking Statements
Statements in this press release that are not strictly historical in nature are forward-looking statements. Words such as “expects”, “intends”, “plans”, “may”, “could”, “should”, “anticipates”, “likely”, “believes” and words of similar import can be used to identify forward-looking statements. Forward-looking statements are only predictions based on current information and expectations and involve a number of risks and uncertainties. Forward-looking statements in this press release include statements about Striker’s expectation that, following closing, Granisol is expected to be an important source of revenue, its plans to implement a focused-commercialization strategy and its objective of improving awareness of Granisol in the United States. Actual events or results may differ materially from those projected in any of such statements due to various factors, including the risk that the infrastructure required to implement plans to commercialize Granisol, and the risks and uncertainties inherent in general business endeavors. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement and Striker Energy Corp. undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof.

# # #

30

Schedule 1.25

Intellectual Property

Granisol^® trademark

31

Schedule 4.2

Purchase Price Allocation

Sales Price - $1,000,000 (subject to adjustment for actual number of units delivered, in accordance with section 4.1, if units delivered are less than <>)

New Inventory - $117,180.00 (<>)

Net - $882,820.00 (Gain to Seller, product acquisition rights (intangible asset) to Buyer) (subject to adjustment for actual number of units delivered at $<>)

32

Schedule 6.2(a)

Seller Governmental Consents

None.

Buyer has responsibility for obtaining a new National Drug Code (“NDC”) and for submitting the NDC to FDA and requesting transfer to Buyer of the Abbreviated New Drug Application (ANDA) for Product. Buyer is also responsible for recording trademark assignments with the United States Patent and Trademark Office.

33

Schedule 6.2(b)

Required Third Party Consents

Consent of Therapex, a division of E-Z-EM Canada Inc. to assignment by Seller of the Supply Agreement to Buyer.

Consent of Trustmark National Bank under an Amended and Restated Loan Agreement dated as of April 30, 2010.

Consent of Keith Pritchard (“Collateral Agent”) under a Security Agreement between Seller and Collateral Agent on behalf of certain noteholders, dated as of August 19, 2009.

34

Schedule 6.2(c)

Other Seller Third Party Consents

None.

35

Schedule 6.5(a)

Registered Intellectual Property

United States registered trademark 3,739,736: Granisol®

36

Schedule 6.7

Compliance

None.

37

Schedule 6.9

Regulatory Approvals

FDA-approved Abbreviated New Drug Application (ANDA) for Product in the United States.

38

Schedule 6.12

Income Statement

Hawthorn Pharmaceutical

Granisol Income Statement

		2010		2009		2008
Gross sales	$	117,503	$	325,600	$	803,984
Sales deductions		40,211		118,823		313,133
Net sales		77,292		206,777		490,851
Cost of goods sold		48,243		134,914		311,906
Gross margin		29,049		71,863		178,945
Development expense		15,165		45,179		39,623
Net operating profit		13,884		26,684		139,322
Provision for income tax		5,137		9,873		51,549
Net income	$	8,747	$	16,811	$	87,773

39

Schedule 7.3

Buyer Consents

None.

EX-10.8

ASSIGNMENT AND ASSUMPTION OF CONTRACT

     This Assignment and Assumption of Contract (the “Assignment”) is made as of July 22, 2010, by and between PEDIATRX, INC., a wholly-owned subsidiary of Striker Energy Corp., an OTC Bulletin Board listed corporation, formed pursuant to the laws of the State of Nevada, (the “Assignee”), and CYPRESS PHARMACEUTICALS, INC., a Mississippi corporation (the “Assignor”).

RECITALS

     WHEREAS, in connection with that certain Asset Purchase Agreement, dated as of July 22, 2010 (as amended, supplemented or otherwise modified from time to time, the “Asset Purchase Agreement”), by and among the Assignee and the Assignor, the Assignor has agreed to sell, transfer, convey, assign and deliver to the Assignee certain assets associated with the product known as Granisol™ (granisetron HCl) Oral Solution (the “Transaction”). In connection with the transaction, the Assignor is prepared to assign to the Assignee, and the Assignee is prepared to assume from the Assignor, the Contracts, as defined below pursuant to the terms of this Assignment.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Assignor and the Assignee, intending to be legally bound, agree as follows:

ASSIGNMENT

     1.      Definitions. Capitalized terms used in this Assignment and not otherwise defined herein shall have the meanings given to them in the Asset Purchase Agreement.

     2.      Assignment of Contract. The Assignor hereby transfers, assigns, sets over and conveys unto the Assignee, its successors and assigns, forever, all of the Assignor’s right, title and interest in and to (i) a certain Single Product Manufacturing and Supply Agreement, effective July 22, 2010, by and between the Assignor, and Therapex, a division of E-Z-EM Canada Inc. (“EZEM”), and (ii) a certain Quality Agreement, effective as of July 22, 2010, by and between Assignor and EZEM (the “Contracts”).

     3.      Assumption. The Assignee hereby assumes and becomes responsible for all liabilities and obligations of the Assignor accruing, arising out of or relating to events or occurrences under the Contracts other than: (i) any liability arising out of or relating to an obligation of Assignor arising prior to the Closing Date or a default of Assignor that occurred prior to the Closing Date; and (ii) the purchase price due under the Outstanding Inventory Purchase Order.

     4.      Further Assurances. From and after the date of this Assignment, the Assignee and the Assignor shall execute and deliver such instruments, documents or other writings as may be reasonably necessary to carry out and to effectuate fully the intent and purposes of this Assignment.

     5.      Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the Assignor and the Assignee and their respective successors and assigns.

     6.      Counterparts. This Assignment may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute one and the same agreement. Counterpart signature pages to this Assignment transmitted by electronic mail in “portable document format” (“.pdf’) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

     7.      Governing Law. This Assignment shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to its conflict of law rules.

[Signature Page to Follow]

     IN WITNESS WHEREOF, each of the parties has caused this Assignment and Assumption of Contract to be executed on the day and year first written above.

ASSIGNEE:
PEDIATRX, INC.
By:	/s/ David L. Tousley
	Name: David L. Tousley
	Title: Treasurer and Secretary
ASSIGNOR:
CYPRESS PHARMACEUTICALS, INC.
By:	/s/ Max Draughn
	Max Draughn
	Chief Executive Officer

[Signature Page – Assignment and Assumption of Contract]

EX-10.9

CONSENT TO ASSIGNMENT

     E-Z-EM CANADA INC., both for itself and for its division, THERAPEX, (collectively, “EZEM”), agrees that subject to the conditions expressed below, it hereby consents to assignment by CYPRESS PHARMACEUTICALS, INC. (“Cypress”), to PEDIATRX, INC., a wholly-owned subsidiary of Striker Energy Corporation (“Buyer”) of (i) a certain Single Product Manufacturing and Supply Agreement (the “Granisol Agreement”), dated as of July 22, 2010, between Cypress and EZEM, and (ii) a Quality Agreement, dated as of July 22, 2010, between Cypress and EZEM, such consent to be effective automatically as of the date of execution by both Buyer and Cypress of an Assignment and Assumption of Contract agreement, substantially in the form set forth as Attachment A. The conditions to EZEM’s consent are as follows: (a) EZEM will be provided a copy of the executed Assignment and Assumption of Contract no less than two (2) business days following its signature by Buyer and Cypress, and (b) Cypress confirms, by signing below, that for at least two (2) years following its assignment of the Granisol Agreement to Buyer, Cypress will continue carrying the insurance in the amount of $2,000,000 per occurrence and $5,000,000 in aggregate with respect to Product (as defined in the Granisol Agreement).

Agreed to and accepted
E-Z-EM CANADA INC., for itself and its
THERAPEX division
By:	/s/ Paul Salloum
Title:	Vice-President & General Manager

CYPRESS PHARMACEUTICALS, INC.

By:	/s/ Max Draughn
	Max Draughn
	Chief Executive Officer

ATTACHMENT A

Form of Assignment and Assumption of Contract agreement

ASSIGNMENT AND ASSUMPTION OF CONTRACT

This Assignment and Assumption of Contract (the “Assignment”) is made as of July 22, 2010, by and between PEDIATRX, INC., a wholly-owned subsidiary of Striker Energy Corp., an OTC Bulletin Board listed corporation, formed pursuant to the laws of the State of Nevada, (the “Assignee”), and CYPRESS PHARMACEUTICALS, INC., a Mississippi corporation (the “Assignor”).

RECITALS

     WHEREAS, in connection with that certain Asset Purchase Agreement, dated as of July 22, 2010 (as amended, supplemented or otherwise modified from time to time, the “Asset Purchase Agreement”), by and among the Assignee and the Assignor, the Assignor has agreed to sell, transfer, convey, assign and deliver to the Assignee certain assets associated with the product known as Granisol™ (granisetron HCl) Oral Solution (the “Transaction”). In connection with the transaction, the Assignor is prepared to assign to the Assignee, and the Assignee is prepared to assume from the Assignor, the Contracts, as defined below pursuant to the terms of this Assignment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Assignor and the Assignee, intending to be legally bound, agree as follows:

ASSIGNMENT

1.      Definitions. Capitalized terms used in this Assignment and not otherwise defined herein shall have the meanings given to them in the Asset Purchase Agreement.

2.      Assignment of Contract. The Assignor hereby transfers, assigns, sets over and conveys unto the Assignee, its successors and assigns, forever, all of the Assignor’s right, title and interest in and to (i) a certain Single Product Manufacturing and Supply Agreement, effective July 22, 2010, by and between the Assignor, and Therapex, a division of E-Z-EM Canada Inc. (“EZEM”), and (ii) a certain Quality Agreement, effective as of July 22, 2010, by and between Assignor and EZEM (the “Contracts”).

3.      Assumption. The Assignee hereby assumes and becomes responsible for all liabilities and obligations of the Assignor accruing, arising out of or relating to events or occurrences under the Contracts other than: (i) any liability arising out of or relating to an obligation of Assignor arising prior to the Closing Date or a default of Assignor that occurred prior to the Closing Date; and (ii) the purchase price due under the Outstanding Inventory Purchase Order.

4.      Further Assurances. From and after the date of this Assignment, the Assignee and the Assignor shall execute and deliver such instruments, documents or other writings as may be reasonably necessary to carry out and to effectuate fully the intent and purposes of this Assignment.

5.      Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the Assignor and the Assignee and their respective successors and assigns.

6.      Counterparts. This Assignment may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute one and the same agreement. Counterpart signature pages to this Assignment transmitted by electronic mail in “portable document format” (“.pdf’) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

7.      Governing Law. This Assignment shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to its conflict of law rules.

     IN WITNESS WHEREOF, each of the parties has caused this Assignment and Assumption of Contract to be executed on the day and year first written above.

ASSIGNEE:

PEDIATRX, INC.

By:
Name:	David L. Tousley
Title:	Board Member

ASSIGNOR:

CYPRESS PHARMACEUTICALS, INC.

By:
	Max Draughn
	Chief Executive Officer

EX-10.10

“ <> “ Denotes certain parts that have not been disclosed and have been filed separately with the Secretary, Securities and Exchange Commission, and is subject to a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

THIS SINGLE PRODUCT MANUFACTURING AND SUPPLY AGREEMENT (“Agreement”) is made and is effective as of the 22nd day of July, 2010 (the “Effective Date”), between CYPRESS PHARMACEUTICALS, INC., with offices at 135 Industrial Blvd., Madison, MS, 39110, U.S.A. (“Cypress”); and THERAPEX, a division of E-Z-EM CANADA INC., with offices at 11065 Louis-H. Lafontaine Blvd., Anjou, Quebec, H1J 2Z4, Canada (“EZEM”).

1.	PREAMBLE
1.1	EZEM manufactures and has the technological know-how to custom manufacture the product identified in Schedule A (the “Product”).
1.2	Cypress wishes to have EZEM manufacture the Product in accordance with the terms hereof, and EZEM is willing to manufacture and supply the Product to Cypress in each case on the terms set forth in this Agreement.

NOW, THEREFORE; THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:

2.	DEVELOPMENT AND MANUFACTURING
2.1	EZEM hereby agrees and undertakes to use its best commercial efforts:
2.1.1	to provide the required chemistry and manufacturing documentation to support any required registration of Product. For purposes of this Agreement, “registration” shall mean regulatory filings, if any, required by the U.S. Food, Drug and Cosmetics Act (the “Act”), including, but not limited to, any Abbreviated New Drug Application (“ANDA”) and similar regulatory filings;
2.1.2	to manufacture Product in accordance with the specifications agreed upon by Cypress and EZEM for the Product, as well as with any NDA or ANDA, if applicable, for the Product, and in compliance with all applicable regulatory requirements, including, but not limited to, regulations promulgated by any and all governmental and regulatory authorities, including without limitation the U.S. Food and Drug Administration (“FDA”), the Federal Trade Commission, the Drug Enforcement Administration and any and all state, federal or local governmental or regulatory authorities as well as any generally accepted practices in the industry, including manufacturing the Product according to good manufacturing practices as that term is ordinarily understood in the industry (all of these collectively referred to herein as the “Regulations”). During the term of this Agreement, EZEM will promptly communicate to Cypress any and all information and/or data learned or obtained by EZEM relating to the Product ANDA, where applicable, the Product itself, and/or its manufacture which Cypress may reasonably require or need, including, but not limited to, any information or data needed to make complete, timely and accurate regulatory filings under any applicable Regulations;

2.1.3	to ensure that during the Term (as hereinafter defined), it will have the capacity to and will supply Cypress’ requirements for Product in the United States, in accordance with the forecast provided by Cypress under Section 2.2.4 and the other terms and conditions specified herein; and
2.1.4	to ensure that the shape, color, markings and other trade dress of the Product is in compliance with any applicable Product ANDA and the Regulations. The proposed trade dress for the Product will be agreed to in writing by Cypress and EZEM and, when such an agreement is reached as to a given Product, that Product’s trade dress will be illustrated, and the illustration will be signed by each party and then attached as a part of Schedule A. As part of the services provided under this Agreement, EZEM shall package the Product at its expense, using containers and labels that are in compliance with all applicable Regulations and the style and form of the packaging and labeling shall be subject to approval by Cypress. EZEM shall prepare and package the Product in accordance with good commercial manufacturing practices as they relate to the safe delivery of the Product free from damage and to requirements of the applicable common carriers or other means of conveyance shipper utilized.
2.2	Cypress hereby agrees and undertakes:
2.2.1	unless otherwise provided for in Schedule A for a Product, to apply for any required registration and all regulatory approvals, if any, required for the Product;
2.2.2	to file any required annual reports and be responsible for any required registrations, permits and licenses necessary for the sale of Product in the United States as well as for all related costs;
2.2.3	to execute a Quality Agreement with EZEM to be attached hereto as Schedule B;
2.2.4	to provide EZEM with an annual forecast, revised quarterly, of the volume for Product;
2.2.5	to distribute, market and sell Product;
2.2.6	that subject to Section 3.2, it shall purchase or otherwise obtain all of its requirements of Product from EZEM and shall utilize EZEM as its exclusive source for Product;
2.2.7	that subject to Section 3.2, it shall cause all of its affiliates, agents, assignees, and sub- licensees to purchase or otherwise obtain all of their respective requirements of Product from EZEM, in each case recognizing EZEM as the exclusive manufacturer and supplier of Product for each of the foregoing parties; and
2.2.8	that with respect to any future product that is a different package size or configuration of Product or an extension, modification or improvement upon Product (in each case a “Product Extension”), EZEM shall have a right of first refusal with respect to such Product Extension such that, prior to approaching another party with respect to, entering into any negotiations with another party for, or concluding an agreement with another party for, the development and manufacturing of, and supply to Cypress of, such Product Extension Cypress shall:

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	(a)	provide EZEM a reasonable opportunity to make, and a reasonable period of time to develop, a proposal whereby such Product Extension would become a Product subject to this Agreement or an independent agreement between Cypress and EZEM (a “Product Extension Agreement”) providing for the development, manufacturing and supply of such Product Extension;
	(b)	consider any proposal made by EZEM pursuant to the preceding paragraph (a) in good faith; and
	(c)	negotiate in good faith with EZEM with a view to such Product Extension becoming a Product subject to this Agreement or concluding a Product Extension Agreement.
3.	TERM OF AGREEMENT; SUSPENSION OF EXCLUSIVITY; TERMINATION
3.1	This Agreement shall remain in force, unless and until terminated in accordance with its terms (such period being the “Term”).
3.2	At any time during the Term, the obligations of Cypress and/or its affiliates, agents, assignees and sub-licensees, as the case may be, to purchase such Product exclusively from EZEM pursuant to Sections 2.2.6 and 2.2.7 (and Cypress’ obligation with respect to Product Extensions under Section 2.2.8) shall be suspended if, to the extent and for the period of time during which EZEM fails in a material respect to provide the quantities of Product ordered hereunder; provided the quantity ordered in the applicable year does not exceed the amount of the then-current revised forecast for the Product forecasted pursuant to Section 2.2.4. In such event, Cypress and/or its affiliates, agents, assignees and sub-licensees, as the case may be, shall be entitled to notify EZEM in writing (such writing being a “Notice of Failure”) of this failure by EZEM and thereafter purchase or otherwise obtain Product from an alternate supplier. In addition, if within thirty (30) days of the date when notice was provided to EZEM under the preceding sentence EZEM is able to provide Cypress with a plan for implementing remedial or other measures (the “Remedial Plan”) that can reasonably be expected to restore EZEM’s ability to supply the number of units of Product as are required hereunder by the applicable party or parties, and provided the annual requirements for Product for the applicable year do not exceed the then-current revised annual forecast for Product, then the obligations of Cypress and/or its affiliates, agents, assignees and sub-licensees, as the case may be, to purchase Product exclusively from EZEM pursuant to Sections 2.2.6 and 2.2.7 shall be restored for the period from the implementation of the Remedial Plan until the expiration of the Term. However, if within thirty (30) days of the Notice of Failure EZEM does not provide Cypress with a Remedial Plan, or if EZEM, having implemented the Remedial Plan again fails in a materially similar manner to perform its obligations as to Product, then the obligations to exclusively purchase such Product from EZEM shall terminate and Cypress may, in its discretion, terminate this Agreement.

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3.3	Subject to Section 3.2, either party hereto will be entitled forthwith to terminate this Agreement by written notice to the other party hereto if the party being notified committed any material breach of the provisions of this Agreement, and in the case of a breach capable of remedy, failed to remedy the same or to undertake appropriate corrective measures to remedy the same within thirty (30) days after receipt of a written notice from the terminating party providing a reasonable description of the breach and requesting it to be remedied.
3.4	Subject to Section 3.2, either party hereto will be entitled forthwith to terminate this Agreement by written notice to the other party hereto if:
3.4.1	a beneficiary of any lien or encumbrance on the assets of the party being notified takes possession of a material portion of such assets, or a receiver is appointed over any material portion of the property or assets of the party being notified; and
3.4.2	the party being notified: (i) applies for or consents to the appointment of a custodian, receiver, trustee, or liquidator of all or a substantial portion of its assets; (ii) makes a general assignment for the benefit of creditors; (iii) files or submits a petition or answer seeking an arrangement with its creditors under any bankruptcy or insolvency law or proceeding; (iv) becomes subject to any order, judgment, or decree, without such non- terminating party’s application, consent, or approval, appointing a custodian, receiver, trustee, or liquidator of all or a substantial portion of its assets or approving a petition seeking reorganization of such party; (v) fails to remove an involuntary petition in bankruptcy filed against it within forty five (45) days of the filing thereof; (vi) any order for relief is entered against the non-terminating party under any applicable bankruptcy legislation.
3.5	EZEM may terminate this Agreement if Cypress fails for a period of twelve (12) consecutive months to order at least one container of Product from EZEM. For purposes of this Agreement generally and this Section 3.5 specifically, delivery of Product to Cypress or its assigns pursuant to purchase order number H051001 dated May 11, 2010 shall be deemed to be made pursuant to this Agreement, and not pursuant to any prior agreement between the parties.
3.6	The parties may terminate this Agreement by mutual consent provided the termination is set forth in writing in an instrument signed by a representative of each party.
3.7	Upon termination of the Agreement by either party hereto for any reason, without limitation to a party’s rights in connection with such termination, the following consequences shall arise:
3.7.1	any and all sums that are due and owing from Cypress to EZEM hereunder in respect of Product that conforms to the requirements of this Agreement shall be paid in full within sixty (60) days of the effective date of termination of this Agreement;

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3.7.2

except as otherwise provided in Section 3.7.3 below and subject to Section 3.7.1 above, Cypress shall: (i) pay to EZEM all amounts actually disbursed by EZEM for the acquisition of packaging and raw materials to manufacture Product which have not been incorporated into finished Product; and (ii) purchase from EZEM all of the applicable finished Product in EZEM’s inventory which are subject to a purchase order from Cypress issued prior to the termination or otherwise subject to an agreement with, or direction from, Cypress, such purchase being at the applicable price for Product pursuant to this Agreement; and

3.7.3

in the event that this Agreement is terminated by virtue of a material breach by EZEM of its obligations under Section 2.1.2, then Cypress shall owe nothing pursuant to Section 3.7.2 above.

The parties agree that following the termination of the Agreement, they shall cooperate with each other in good faith to minimize the costs payable by Cypress under this Section 3.7, which cooperation shall include, to the extent commercially reasonable, working together to attempt to liquidate inventories of Product, packaging and raw materials, locate other applications for such inventories and cause other manufacturers to purchase such inventories.

4.

FINANCIAL PROVISIONS, DELIVERY AND PAYMENT

4.1

Cypress and EZEM agree that the prices payable by Cypress for Product are set forth on Schedule A. The financial provisions relating to matters such as delivery and payment terms for Product are enumerated in Schedule A. For each Product order from Cypress, each corresponding shipment by EZEM will include an invoice from EZEM to Cypress for the Product so manufactured and shipped. The invoice shall state the price payable by Cypress in connection with such order in accordance with the terms specified on Schedule A. Freight and similar shipping charges for conveying Product from EZEM’s manufacturing plant loading dock to the delivery destination specified on Schedule A shall be at the expense of the party specified on Schedule A and shall be made using a common carrier or other means of conveyance specified by the party so responsible for freight and similar shipping charges. Notwithstanding such Schedule, EZEM may vary, subject to the prior agreement and consent of Cypress (which consent and agreement may not be unreasonably withheld), the price for Product where raw materials cost changes or other similar circumstances reasonably support a change in price, with the new price to take effect ninety (90) days after the consent and agreement of Cypress, and thereafter the applicable portion of Schedule A shall be deemed amended to reflect such new price.

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4.2	Cypress shall place orders for Product with EZEM from time to time in quantities to be specified by Cypress through written purchase orders. EZEM will provide Cypress with all of its needs and orders for Product whenever specified in a purchase order, and provided EZEM has material inventories adequate for such purchase order, the Product so ordered will be delivered not less than sixty (60) days from the date the order is placed. Each shipment of Product will be delivered to Cypress ready to sell with a certificate of analysis. EZEM agrees to use its commercially reasonable efforts to maintain adequate material inventories of Product ingredients, packaging and labeling for Product so as to assure EZEM’s capability to meet Cypress’ needs for Product in accordance with the forecast provided by Cypress pursuant to Section 2.2.4.
4.3	All references to currency, unless indicated otherwise are to US Dollars.
5.	WARRANTY, INDEMNITY AND INSURANCE
5.1	EZEM represents and warrants that each unit of Product supplied by EZEM to Cypress under this Agreement will conform in all material respects to the agreed specifications and the Regulations. EZEM further represents and warrants that it will perform all of its obligations under this Agreement in accordance with all applicable laws and the Regulations.
5.2	Cypress represents and warrants that, except for patents challenged pursuant to Paragraph IV certifications, no Product infringes upon or violates any patent, registered industrial design, trade mark, copyrighted work, trade secret or other intellectual property right of any third party. Cypress further represents and warrants that it will perform all of its obligations under this Agreement in accordance with all applicable laws and regulations.
5.3	THE WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES. CYPRESS AND EZEM HEREBY RESPECTIVELY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, EXCEPT AS OTHERWISE PROVIDED HEREIN, AND FITNESS FOR A PARTICULAR PURPOSE. THE DISCLAIMERS OF LIABILITIES AND WARRANTIES CONTAINED IN THIS SECTION ARE NOT INTENDED, AND SHALL NOT BE CONSTRUED, TO APPLY TO ANY THIRD PARTY CLAIMS INCLUDING, BUT NOT LIMITED TO, CLAIMS BASED IN TORT (SUCH AS PRODUCT LIABILITY CLAIMS) FOR BODILY INJURY OR PROPERTY DAMAGE OR TO ANY CLAIMS RELATING TO A RECALL OF ANY PRODUCT.

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5.4	NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER CYPRESS NOR EZEM SHALL BE LIABLE TO THE OTHER BY REASON OF ANY CONDITION OR TERM OR DUTY OF COMMON LAW, OR UNDER THE EXPRESS TERMS, REPRESENTATIONS OR WARRANTIES OF THIS AGREEMENT, FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE LOSS OR DAMAGE (WHETHER FOR LOSS OF CURRENT OR FUTURE PROFITS, LOSS OF ENTERPRISE VALUE OR OTHERWISE) AND WHETHER OCCASIONED BY THE NEGLIGENCE OF THE RESPECTIVE PARTIES, THEIR EMPLOYEES OR AGENTS OR OTHERWISE, OTHER THAN IN RESPECT OF ANY PROPERTY DAMAGE OR BODILY HARM. THE DISCLAIMERS OF LIABILITIES AND WARRANTIES CONTAINED IN THIS SECTION ARE NOT INTENDED, AND SHALL NOT BE CONSTRUED, TO APPLY TO ANY THIRD PARTY CLAIMS INCLUDING, BUT NOT LIMITED TO, CLAIMS BASED IN TORT (SUCH AS PRODUCT LIABILITY CLAIMS) FOR BODILY INJURY OR PROPERTY DAMAGE OR TO ANY CLAIMS RELATING TO A RECALL OF PRODUCT.
5.5	Each of the parties hereto shall indemnify, defend and hold harmless the other party from and against all actions, losses, claims, demands, damages, costs and liabilities (including reasonable attorneys’ fees) to which the other party is or may become liable insofar as the foregoing arise out of any breach by the indemnifying party of any of its obligations, representations or warranties under this Agreement.
5.6	Without limiting Section 5.5, Cypress shall be responsible for and shall defend, indemnify and hold EZEM, its affiliates, their officers, directors, employees and agents harmless from and against any and all claims, demands, actions, suits, losses, damages, costs, expenses (including reasonable attorneys’ fees and disbursements) and liabilities of whatever kind or nature which may arise from or in connection with any activities to be performed by Cypress hereunder or from Cypress’ alleged acts and/or omissions in the course of the distribution, marketing, or sale of Product, except to the extent that such loss, claim, damage or liability is caused by EZEM’S intentional misconduct, gross negligence, negligence or breach of this Agreement.
5.7	Without limiting Section 5.6, EZEM shall be responsible for and shall defend, indemnify and hold Cypress, its affiliates, their officers, directors, employees and agents harmless from and against any and all claims, demands, actions, suits, losses, damages, costs, expenses (including reasonable attorneys’ fees and disbursements) and liabilities of whatever kind or nature which may arise from or in connection with any activities to be performed by EZEM hereunder or from EZEM’s alleged acts and/or omissions in the course of the manufacture of Product, including any failure by EZEM to manufacture Product according to the applicable specifications, except to the extent that such loss, claim, damage or liability is caused by Cypress’s intentional misconduct, gross negligence, negligence or breach of this Agreement.

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5.8	Each party shall promptly notify the other party (the indemnifying party) of each claim, proceeding or threatened claim or proceeding for which the indemnifying party may be required to provide indemnification hereunder. The failure of a party to so notify the indemnifying party shall only relieve the indemnifying party of its indemnification obligations hereunder to the extent such failure prejudiced the indemnifying party’s ability to defend against a claim or proceeding.
5.9	The party seeking an indemnity shall:
5.9.1	permit, where possible, the other party (the indemnifying party) to take full control of a claim or proceeding for which the indemnifying party is responsible, provided that by so assuming such control the indemnifying party thereby admits its indemnification obligation hereunder with respect to the claim or proceeding and its subject-matter. In the event the other party (the indemnifying party) does not take full control of the foregoing claim or proceedings, the party seeking indemnity hereunder shall take all reasonable measures necessary to work together with the other party (the indemnifying party) in order to provide the latter with as much input into, and knowledge and information in connection with, the defense against the foregoing claim or proceeding;
5.9.2	cooperate with the indemnifying party in the investigation and defense of such claim or proceeding;
5.9.3	not compromise or otherwise settle any such claim or proceeding without the prior written consent of the other party (the indemnifying party), which consent shall not be unreasonably withheld; and
5.9.4	take all reasonable steps to mitigate any loss or liability in respect of any such claim or proceeding.
5.10	Each party shall maintain throughout the Term and for a period of not less than two (2) years following the termination thereof, comprehensive general liability insurance, including blanket contractual liability and personal injury liability insurance against claims based upon product liability for Product and against other claims covered in an amount of not less than five million dollars ($5,000,000.00) combined single limit. Such insurance shall be written with a responsible and reputable insurer reasonably acceptable to the other party.
6.	MISCELLANEOUS PROVISIONS
6.1	Each party will maintain confidential the confidential and proprietary information of the other party and will not use the same except in the performance of its obligations hereunder.
6.2	The parties hereto shall co-operate in good faith, particularly with respect to unanticipated problems or contingencies, and shall perform their respective obligations in good faith and in a commercially reasonable, diligent and workmanlike manner.

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6.3	EZEM agrees that unless it has obtained the prior written consent of Cypress, it will not manufacture or develop for sale in the United States any product that is the generic equivalent of Product and is produced in the same dosage and form as Product. In addition, the foregoing shall not prohibit any affiliate of EZEM (including its parent corporation, E-Z-EM, Inc.) from developing, manufacturing, marketing and/or selling any products that are within, or are reasonable extensions of such party’s current lines of business. Otherwise, Cypress hereby acknowledges that EZEM is a contract manufacturer and nothing in this Agreement shall be interpreted or construed as restricting, in any manner whatsoever, EZEM from manufacturing other products for third parties that may be similar, but not therapeutically equivalent, to the Product.
6.4	Each party hereto shall promptly notify the other if it becomes aware of any claim or threatened or likely claim that the Product, or any of its components, or the development, manufacture, use or sale thereof infringes a patent or other intellectual property right of any third party.
6.5	This Agreement may not be assigned by either party without the prior written consent of the other party, which consent may not to be unreasonably withheld.
6.6	Neither party hereto shall be liable to the other for delay or failure in the performance of the obligations on its part contained in this Agreement if and to the extent that such failure or delay is due to terrorism, war, riots, fire, earthquakes, hurricanes, strikes, work stoppages, other labor disruptions, supplier disruptions, materials shortages or other acts of God the results of which could not have been avoided by the exercise of reasonable diligence. Nothing in this Section 6.6 is intended, nor shall it be construed, to lessen or otherwise affect Cypress’ rights to seek alternate suppliers for Product and other relief pursuant to the terms of Section 3.2 above, even if EZEM’s inability to supply the required quantities of Product was caused by one of the circumstances recited in the Section 6.6.
6.7	It is expressly agreed that EZEM and Cypress shall be independent contractors, and nothing contained in this Agreement is intended or is to be construed to constitute EZEM and Cypress as partners or members of a joint venture or either party hereto as an employee of the other. Neither party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, Agreement or undertaking with any third party.
6.8	Any notice to be given under this Agreement shall be sent in writing in English by registered airmail to the address referred to on page 1 above.

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6.9	Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its commercially reasonable efforts to: (i) take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) obtain from competent authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the parties hereto in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement.
6.10	This Agreement (including the Schedules attached hereto) sets forth the full Agreement between the parties hereto with respect to the subject matter hereof and supersedes and terminates all prior Agreements and understandings between the parties related to the supply of Product.
6.11	This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Page to Follow]

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IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT.

CYPRESS PHARMACEUTICALS, INC.	THERAPEX, a division of E-Z-EM
	CANADA INC.
Per: /s/ Max Draughn	Per: /s/ Paul Salloum

[Signature Page – Manufacturing and Supply Agreement]

SCHEDULE A

PRODUCT

Granisol^® (Granisetron HCl) Oral Solution 30 mL

Product	Price (as of July22, 2010)
Granisol ® (Granisetron HCl) Oral Solution 30 mL	<>

• To be packaged in 30 mL bottles with child resistant caps, labels, product inserts, unit cartons, shipper for 24 units and a shipping label.

PACKAGING/TRADE DRESS

EZEM shall assure that the packaging and trade dress for the above Product shall be in conformity with specifications/exemplars in the then-current ANDA.

FINANCIAL PROVISIONS DELIVERY & PAYMENT TERMS

Payment due net thirty (30) days.
Delivery: FOB EZEM’s warehouse.
Shipping at the expense of Cypress.

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SCHEDULE B

QUALITY AGREEMENT

BETWEEN:

(1)	CYPRESS PHARMACEUTICALS, INC., a. company incorporated under the laws of Mississippi, with offices at 135 Industrial Boulevard, Madison, MS 39110 U.S.A. (“CYPRESS”); and
(2)	E-Z-EM CANADA INC., a company incorporated under the laws of Canada, with offices at 11065 Louis-H. Lafontaine Blvd., Anjou, Quebec, H1J 2Z4, Canada. (“EZEM”)

dated as of this 22nd day of July, 2010 (the “Effective Date”).

This Agreement pertains to products which are Granisol ^® (Granisetron HCl) Oral Solution 30 mL (“Products”) manufactured for CYPRESS by EZEM. This Agreement shall be amended as products are added or deleted.

EZEM has the responsibility to manufacture and test Products in compliance with the Regulations and within Registration documentation (ANDA) submitted to the FDA (where applicable) and shall supply Product that meets criteria and complies with the Regulations throughout its shelf life.

EZEM Contacts:

Name:	Emilie Rondeau	Title:	Manager, Contract Manufacturing
Name:	Paul Salloum	Title:	Vice-President, General Manager
Name:	Marcelle Desroches	Title:	Senior Dir., Scientific Operations
	ADVERSE EVENT ONLY

A.

Introduction

The purpose of this Agreement is to define and establish the obligations and responsibilities of CYPRESS and E-Z-EM relating to the quality assurance requirements of the manufacture, packaging, testing, and release by E-Z-EM of Product and the supply to CYPRESS of Product in accordance with current Good Manufacturing Practices (cGMPs), the Regulatory Application (RA) and with the Chemistry, Manufacturing and Controls (CMC) as communicated to E-Z-EM by CYPRESS. The Quality Assurance Department of each of the parties is located at the addresses above.

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	This Agreement shall come into effect on the date of the last of the parties to sign on the front page of this agreement. The parties may review their quality assurance procedures from time to time as appropriate and to assure compliance with the Regulations.
	CYPRESS and EZEM are responsible as defined in this document for the steps involved in manufacture, testing, packaging, and release to CYPRESS of Product.
	This Agreement shall be accessible to Regulatory Agencies as required.
B.	Compliance to The Product Registration and the Process
	1.	Technical Changes
		(a)	All proposed process changes will be communicated to CYPRESS for initial review and approval of the changes. This will enable EZEM/CYPRESS to assure changes are handled in compliance with cGMP, and will allow EZEM to maintain adequate control over the quality commitments in the ANDA made to the FDA (where applicable) by CYPRESS.
		(b)	Where required, following validation of a process change, EZEM will supply a copy of the related validation report to CYPRESS and, if applicable, associated stability data, AS it becomes available.
		(c)	EZEM is responsible for maintaining a system to implement compendial changes of the finished Product and ingredients that are utilized in the manufacture of the Product and for notifying CYPRESS of any required changes.
	2.	Labeling/Packaging Material Changes
		EZEM will initiate changes or review any CYPRESS proposed changes and indicate when the change may be implemented.
	3.	Change Control
		EZEM will inform CYPRESS of any planned changes in facilities or equipment that could impact CYPRESS product, prior to implementation of the changes.
	4.	While Cypress has the right to approve any changes pursuant to this Section B, nothing herein shall be construed to lessen EZEM’s ultimate responsibility to assure compliance with the Regulations.
C.	Batch Release
	1.	Batch review and release to distribution will be the responsibility of EZEM who will act in accordance with the requirements of EZEM SOPs, which must be in compliance with the ANDA (where applicable) and the Regulations. CYPRESS will be responsible for releasing, storing and distributing the product on the market.

14

	2.	For each batch released by EZEM, a “Certificate of Analysis”, which will include testing results, is generated indicating the batch has been manufactured according to the terms of cGMPs and the specifications as approved by the FDA (where applicable). EZEM shall provide a written Certificate of Analysis to CYPRESS prior to or with its shipment of any Product (batches of lots) to CYPRESS.
	3.	E-Z-EM will ensure that the Products are delivered under the conditions specified by CYPRESS such that the quality and integrity of the Products are not compromised.
	4.	EZEM must have a formal re-assessment policy and procedure in place that is in accordance with applicable regulations.
	5.	EZEM will notify CYPRESS in the event of any deviations/significant problems during manufacturing and/or testing in any batch of Product.
	6.	While Cypress may specify delivery conditions (subpart 3) and EZEM must notify Cypress of manufacturing problems (subpart 5), nothing herein shall be construed to lessen EZEM’s ultimate responsibility to assure compliance with the Regulations.
D.	Batch Documentation
	1.	Originals of all batch documents will be retained by EZEM according to 21 CFR 211.180 (i.e., 1 year past the expiration date of each batch) and EZEM requirements. Raw Material records will be kept for a minimum of seven (7) years. All batch information and documentation shall be created and maintained in compliance with the Regulations.
	2.	In case of a specific request from CYPRESS, EZEM agrees to provide a copy of any of the following batch documents for CYPRESS:
			Analytical and Microbiological Test Results (Finished Product and In- Process)
			Deviation Reports
			Executed Batch Record
			Inspection Reports
			Investigation Reports
			Label Room Samples
			Line Clearances
			Packaging Samples
			Reconciliation Sheets (Coded Material, Packaging, Yield)
			Rejects Record
			Temperature Charts
			Weighing Records of Active Drug Substances and Excipients

15

E.	Stability
	1.	EZEM is responsible for having a written testing program in place to ensure that Product released will meet all criteria throughout its shelf life.
	2.	EZEM is responsible for performing stability e.g. on the first three (3) commercial lots and one (1) production lot per year. Samples shall be stored and tested at appropriate intervals, as described in an approved stability protocol.
	3.	The program including frequency of reporting shall be agreed between E-Z-EM and CYPRESS prior to implementation.
	4.	If a confirmed result indicates the Product has failed to remain within specifications, EZEM will notify CYPRESS. Notification will include a copy of the Investigation Report or information on corrective action. A confirmed result is one which cannot be invalidated by a laboratory investigation.
	5.	All stability studies and testing as well as all documentation of same shall be conducted, created and maintained by EZEM in compliance with the Regulations.
F.	Reserve Samples
	EZEM shall retain under proper storage conditions a representative samples of active ingredients and Drug Product as required to comply with Retain Sample Requirements in 21 CFR 211.170 and/or Application Commitments (where applicable) but in all events EZEM will assure compliance with the Regulations.
G.	Complaints files
	1.	Product Complaint Reports received by CYPRESS from its customers will be sent to EZEM. Product Complaint Reports requiring Heath Authority reporting will be promptly communicated to CYPRESS and CYPRESS will notify Authorities of such reports.
	2.	EZEM will investigate all Product complaints relating to the Products, where such complaints may be attributable to the manufacturing stages carried out by E-Z-EM and provide CYPRESS with a written report as per SOP (CYPRESS will respond as appropriate to a complainant). Upon request, CYPRESS will provide EZEM with confirmation of closeout for individual complaints.
H.	Recall
	1.	EZEM has the responsibility to provide any data or information related to Product recalls within an agreed upon time frame. CYPRESS and EZEM will consult and cooperate on any recall decision with the goal of reaching an agreement; however, CYPRESS has the final decision on recalling any Product.

16

2.	E-Z-EM shall inform CYPRESS immediately (within 24 hours) of any deviation that may cause the recall of any batch of the Products released to the market and/or shipped to CYPRESS. E-Z-EM shall not initiate a product recall.
3.	CYPRESS must forward to EZEM a copy of any regulatory field alerts before or at the time that the alert is sent to the FDA.
4.	CYPRESS shall handle the management of any recall of Products and any contacts with the Regulatory Authorities relating to such recalls.
5.	All costs of any Product recall shall be borne by the party responsible for the circumstance that required the recall. All costs of any recall necessitated by problems with raw materials, packaging, labeling, manufacturing or other conditions occurring or set in motion prior to delivery of the Products by EZEM to Cypress’ common carrier shall be borne by EZEM. All costs of any recall necessitated by marketing, sales, distribution methods or other conditions occurring or set in motion by Cypress shall be borne by Cypress.

I.	Annual Product Review
	EZEM will provide to CYPRESS an Annual Product Review, which will contain:
		Total number of batches manufactured, number of batches reworked, number of batches rejected, and number of batches recalled
		Complaints trends and/or summaries
		A listing and review of manufacturing process and specification changes
		Results of visual inspection of retained samples
		Finished product analytical results and physical data including any results and investigations
		Process deviations/investigations (including OOS - out of specifications)
		Stability Summary Report. The report should contain cumulative tabular result information on all active studies with a written summary attesting the ongoing acceptability of the Product.
		Discussion, evaluation and conclusions
J.	Audits / Inspection Reports
	1.	EZEM has a written self-inspection program. The agendas of such inspection can be reviewed during an audit.
	2.	Upon request, EZEM shall provide CYPRESS copies of Inspection Reports. CYPRESS will provide EZEM with information relating to Inspection Reports concerning Product manufactured by EZEM for CYPRESS.
	3.	CYPRESS can schedule periodic Quality and compliance audits of EZEM facilities upon reasonable notice.

17

	4.	In the event that a government authority request CYPRESS’ product information, EZEM must notify immediately CYPRESS of such request to obtain authorization of such review.
K.	Supplier Qualification
	Selection, qualification, and management of sub-Contractors are the responsibility of EZEM, unless otherwise agreed upon. EZEM must notify CYPRESS of proposed changes on raw materials and components.
L.	Training
	Each person engaged and/or responsible in the manufacturing, processing, or holding of a drug product shall have education, training, and experience, or any combination thereof, to enable that person to perform the assigned functions. Training shall be in the particular operations that the employee performs and in current applicable manufacturing regulations as they relate to the employee’s functions. Training in applicable current good manufacturing practice shall be conducted by qualified individuals on a continuing basis and with sufficient frequency to assure that employees remain familiar with requirements applicable to them. This training must be documented in a training record for each employee.
M.	Validation
	EZEM must maintain a Validation Master Plan to describe the commitment to perform the validation of its facility and processes with cGMP and to maintain control over all systems and processes already validated.
	The Validation Master Plan covers all activities related to Equipment, Services, Processes, Analytical Methods, Electronic Records and Electronic Signatures that may have an impact on the finished product.
N.	FDA Interaction
	EZEM is responsible for FDA District activities
	CYPRESS must be involved and is responsible for all Product-specific questions raised by the FDA District.

* * * * * * * * * * * * * * * * *

18

     The parties, as indicated by their signatures below, accept the foregoing terms and conditions:

E-Z-EM CANADA INC.	CYPRESS PHARMACEUTICALS, INC.
Name:	Name:
Title:	Title:
Signature:	Signature:
Date:	Date:

19

EX-16.1

JAMES STAFFORD
	James Stafford, Inc.
	Chartered Accountants
	Suite 350 – 1111 Melville Street
	Vancouver, British Columbia
	Canada V6E 3V6
	Telephone +1 604 669 0711
28 July 2010	Facsimile +1 604 669 0754

Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Subject:    Striker Energy Corp. (the “Company”)

Dear Sirs:

We have read the statements made by the Company in the attached copy of Form 8-K –Current Report (the “Form 8-K”) dated 28 July 2010, which we understand will be filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Our understanding is that the notice will read as follows:

“On July 19, 2010, we engaged Horne LLP as our principal independent accountant, and effective July 23, 2010, we dismissed James Stafford, Inc., Chartered Accountants, as our principal independent accountant. The decision to dismiss James Stafford and to appoint Horne LLP was approved by our board of directors.

James Stafford’s report on our financial statements for either of the two most recent fiscal years ended February 28, 2010 and 2009 did not contain an adverse opinion or disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles, except that such report on our financial statements contained an explanatory paragraph in respect to the substantial doubt about our ability to continue as a going concern.

During our two most recent fiscal years ended February 28, 2010 and 2009 and in the subsequent interim period through the date of dismissal, there were no disagreements, resolved or not, with James Stafford on any matter of accounting principles or practices, financial statement disclosure, or audit scope and procedures, which disagreement(s), if not resolved to the satisfaction of James Stafford, would have caused James Stafford to make reference to the subject matter of the disagreement(s) in connection with its report.

JAMES STAFFORD
CHARTERED ACCOUNTANTS

During our two most recent fiscal years ended February 28, 2010 and 2009 and in the subsequent interim period through the date of dismissal, there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

We provided James Stafford with a copy of the disclosure in this Item 4.01 of this current report on Form 8-K prior to its filing with the Securities and Exchange Commission, and requested that it furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made in this Item 4.01 of this current report on Form 8-K, and if not, stating the respects with which it does not agree. A copy of the letter provided from James Stafford is filed as an exhibit to this current report on Form 8-K.

During our two most recent fiscal years ended February 28, 2010 and 2009 and in the subsequent interim period through the date of appointment, we have not consulted with Horne LLP regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, nor has Horne LLP provided to us a written report or oral advice that Horne LLP concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue. In addition, during such periods, we have not consulted with Horne LLP regarding any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).”

We agree with the statements in the Form 8-K dated 28 July 2010.

Yours truly,

“James Stafford”

Chartered Accountants
Vancouver, British Columbia, Canada, 28 July 2010

EX-99.1

The GRANISOL™ Product Line

Financial Statements

For the period January 1, 2010 through June 30, 2010 and

The Years Ended December 31, 2009 and 2008

The GRANISOL™ Product Line
Index
For the period January 1, 2010 through June 30, 2010 and
The Years Ended December 31, 2009 and 2008

Page(s)

Report of Independent Registered Public Accounting Firm	1
Financial Statements
Balance Sheets	2
Statements of Income and Net Assets	3
Statements of Cash Flows	4
Notes to Financial Statements	5-8

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of PediatRx, Inc.

We have audited the accompanying balance sheets of the GRANISOL™ product line as of June 30, 2010, December 31, 2009 and 2008, and the related statements of income and net assets and cash flows for the period from January 1, 2010 through June 30, 2010 and each of the two years in the period ended December 31, 2009. These financial statements are the responsibility of management of the GRANISOL™ product line. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards required that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the GRANISOL™ product line as of June 30, 2010, December 31, 2009 and 2008, and the results of its operations and its cash flows for the period from January 1, 2010 through June 30, 2010 and for each of the two years in the period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

As further described in Note 5, the GRANISOL™ product line was acquired by PediatRx, Inc., a wholly-owned subsidiary of Striker Energy Corp. on July 23, 2010.

/s/ HORNE LLP
Ridgeland, Mississippi
July 26, 2010

1

The GRANISOL™ Product Line

Balance Sheets

As of June 30, 2010 and December 31, 2009 and 2008

		2010		2009		2008
Assets
Cash	$	227,583.80	$	152,679.18	$	195,359.73
Accounts receivable, net of related allowances		2,437.87		47,152.04		3,765.01
Inventories, net of reserve for obsolescence		-		42,906.94		44,270.31
Deferred tax asset		45,088.17		38,143.98		90,166.19
Total assets	$	275,109.84	$	280,882.14	$	333,561.24
Liabilities
Accounts payable	$	6,876.40	$	4,509.92	$	937.50
Accrued returns		18,567.91		37,661.52		95,179.91
Accrued income tax		50,225.18		48,017.16		63,561.39
Total liabilities		75,669.49		90,188.60		159,678.80
Net assets		199,440.35		190,693.54		173,882.45
Total liabilities & net assets	$	275,109.84	$	280,882.14	$	333,561.24

The accompanying notes are an integral part of these financial statements.

2

The GRANISOL™ Product Line

Statements of Income and Net Assets

For the Period January 1, 2010 through June 30, 2010 and

The Years Ended December 31, 2009 and 2008

		2010		2009		2008
Gross sales	$	117,503.07	$	325,600.11	$	803,984.11
Sales deductions		40,211.17		118,822.78		313,132.82
Net sales		77,291.90		206,777.33		490,851.29
Cost of goods sold		48,243.19		134,914.27		311,906.10
Gross margin		29,048.71		71,863.05		178,945.19
Development expense		15,164.89		45,178.78		39,623.06
Income before income taxes		13,883.82		26,684.27		139,322.13
Provision for income taxes		5,137.01		9,873.18		51,549.19
Net income	$	8,746.81	$	16,811.09	$	87,772.94
Rollforward of net assets
Net assets beginning of year	$	190,693.54	$	173,882.45	$	64,027.00
Net income		8,746.81		16,811.09		87,772.94
Investment in Granisol development		-		-		22,082.51
Net assets end of year	$	199,440.35	$	190,693.54	$	173,882.45

The accompanying notes are an integral part of these financial statements.

3

The GRANISOL™ Product Line

Statements of Cash Flows

For the Period January 1, 2010 through June 30, 2010 and

The Years Ended December 31, 2009 and 2008

		2010			2009			2008
Cash flows from operating activities
Net Income	$	8,746.81		$	16,811.09		$	87,772.94
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Deferred tax asset		(6,944.19	)		52,022.21			(90,166.19	)
Changes in operating assets and liabilities:
Inventories		42,906.94			1,363.38			(44,270.31	)
Accounts receivable		44,714.17			(43,387.02	)		(3,765.01	)
Accounts payable		2,366.48			3,572.42			(13,189.49	)
Accrued returns		(19,093.61	)		(57,518.39	)		95,179.91
Accrued income tax		2,208.02			(15,544.23	)		141,715.37
Net cash provided by (used in) operating activities		74,904.62			(42,680.55	)		173,277.22
Cash flows from financing activities
Investment in Granisol development		-			-			22,082.51
Net cash provided by financing activities		-			-			22,082.51
Net increase in cash		74,904.62			(42,680.55	)		195,359.73
Cash at beginning of period		152,679.18			195,359.73			-
Cash at end of period	$	227,583.80		$	152,679.18		$	195,359.73

The accompanying notes are an integral part of these financial statements.

4

The GRANISOL™ Product Line

Notes to Financial Statements

For the period from January 1, 2010 through June 30, 2010 and

The Years Ended December 31, 2009 and 2008

1. Basis of Presentation

The accompanying financial statements include the activities and financial results of the GRANISOL™ product line, an oral, ready-to-use solution that helps prevent nausea and vomiting associated with cancer treatment. GRANISOL™ is a product line of Cypress Pharmaceuticals, Inc. (“Cypress”). The product is generally sold to national drug wholesalers.

2. Summary of Significant Accounting Policies

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

Estimates and assumptions are principally related to the accruals for returns and obsolescence of inventory. Actual results could differ from those estimates.

Accounts Receivable

Trade receivables are reported at net realizable value. In the normal course of business, credit is extended to customers on a short-term basis and generally collateral is not required. Management determines the allowance for doubtful accounts based on historical losses and current economic conditions. On a continuing basis, management analyzes delinquent receivables and once these receivables are determined to be uncollectible, they are written off through a charge against an existing allowance account or against earnings.

Inventories

Inventories are stated at the lower-of-cost or market on an average cost basis. Reserves for excess, slow moving or obsolete inventories are established when management becomes aware of an impairment in a product's marketability due to changes in formulation, market demand and conditions or other factors. Such reserves are established based upon the difference between the product's cost and management's estimate of its net realizable value. Inventories on hand as of June 30, 2010 have been fully reserved due to the expiration dating on such product.

Income Taxes

Income taxes are accounted for under the asset and liability method where deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when it is more likely than not that some portion or the entire deferred tax asset will not be realized. Deferred income taxes in the accompanying balance sheets relate to the inventory reserves and accrued returns.

5

The GRANISOL™ Product Line

Notes to Financial Statements

For the period from January 1, 2010 through June 30, 2010 and

The Years Ended December 31, 2009 and 2008

The provision for income taxes differs from the amount of income tax determined by applying the United States federal income rate to income before income taxes due to state income taxes. Income taxes have been provided at an effective tax rate of 37%.

The results of operations of the GRANISOL™ product line are included in the federal and state income tax returns of Cypress. Income taxes are allocated to the financial statements of the GRANISOL™ product line on a separate return basis.

Sales and Sales Deductions

Revenue is recognized from product sales when the merchandise is shipped to an unrelated third party pursuant to Securities and Exchange Commission ("SEC") Staff Accounting Bulletin No. 104, Revenue Recognition. Accordingly, revenue is recognized when all of the following occur: a purchase order is received from a customer; title and risk of loss pass to the customer upon shipment of the merchandise under the terms of FOB shipping point; prices and estimated sales provisions for product returns, sales rebates, chargebacks, payment discounts and other promotional allowances are reasonably determinable; and the customer's payment ability has been reasonably assured.

Concurrently with the recognition of revenue, the estimated sales provisions for product returns, sales rebates, chargebacks, payment discounts and other sales allowances are recorded. Sales provisions are established based upon consideration of a variety of factors, including but not limited to, historical relationship to revenues, historical payment and return experience, customer rebate arrangements and current contract sales terms with wholesale and indirect customers. The following briefly describes the nature of each provision and how such provisions are estimated.

Payment discounts are reductions to invoiced amounts offered to customers for payment within a specified period and are estimated upon shipment utilizing historical customer payment experience.

Sales rebates are offered to certain customers to promote customer loyalty and encourage greater product sales. These rebate programs provide that, upon the attainment of pre-established volumes or the attainment of revenue milestones for a specified period, the customer receives either credit against purchases or cash payment. Other promotional programs are incentive programs periodically offered to customers. Due to the nature of these programs, management is able to estimate provisions for rebates and other promotional programs based on specific terms in each agreement at the time of shipment along with an estimate of the customer's purchases over the specified period.

Consistent with common industry practices, there are certain terms with customers to allow them to return a product that is within a certain period of the product's expiration date. Upon shipment of product to customers, an estimate for such returns is recorded. This estimate is determined by applying a historical relationship of products returned to products sold and market conditions including but not limited to the reformulation of products.

Generally, the credits are issued to customers for decreases that are made to selling prices for the value of inventory that is owned by customers at the date of the price reduction. These credits are not contractually agreed to; instead, management issues price adjustment credits at its discretion. Price adjustment credits are estimated at the time the price reduction occurs. The amount is calculated based on an estimate of customer inventory levels.

6

The GRANISOL™ Product Line

Notes to Financial Statements

For the period from January 1, 2010 through June 30, 2010 and

The Years Ended December 31, 2009 and 2008

There are arrangements with certain parties establishing prices for products for which the parties independently select a wholesaler from which to purchase. Such parties are referred to as indirect customers. A chargeback represents the difference between the sales invoice price to the wholesaler and the indirect customer's contract price, which is lower. Provisions for estimating chargebacks are calculated primarily using historical chargeback experience, contract pricing and sales information provided by wholesalers and chains, among other factors.

Actual product returns, chargebacks and other sales allowances incurred are, however, dependent upon future events and may be different than management’s estimates. These sales deductions are continually monitored and management makes adjustments to these provisions when it becomes reasonable that actual product returns, chargebacks and other sales allowances may differ from established allowances.

3. Recently Issued Accounting Pronouncements

FASB ASC Topic 820, Fair Value Measurements, ("ASC Topic 820") defines fair value, establishes a framework and hierarchy for measuring fair value and expands the related disclosure requirements. ASC Topic 820 indicates that a fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability based upon an exit price model.

FASB ASC Topic 825, The Fair Value Option for Financial Assets and Financial Liabilities ("ASC Topic 825") allows entities to choose to measure financial instruments and certain other items at fair value at specified election dates. Under this standard, an entity is required to report unrealized gains and losses on items for which the fair value option has been elected in earnings. As allowed by ASC Topic 825, management has not elected fair value accounting for any financial asset or liability not previously accounted for at fair value.

In May 2009, the FASB issued ASC Topic 855, Subsequent Events ("FASB ASC 855"). The objective of FASB ASC 855 is to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In February 2010, the FASB issued Accounting Standards Update ("ASU") 2010-09, "Amendments to Certain Recognition and Disclosure Requirements", to address potential practice issues associated with FASB ASC 855. The ASU eliminates the requirements for SEC filers to disclose the date through which subsequent events have been evaluated in originally issued and reissued financial statements. This change was immediately effective.

7

The GRANISOL™ Product Line

Notes to Financial Statements

For the period from January 1, 2010 through June 30, 2010 and

The Years Ended December 31, 2009 and 2008

4.	Concentration of Credit Risk
	The GRANISOL™ product line sales are primarily to a small number of national wholesalers and drug store chains. During the six months ended June 30, 2010, sales to four customers accounted for approximately 100 percent of total sales and approximately 100 percent of accounts receivable as of June 30, 2010, with each of these customers individually representing more than 10 percent of total sales. During the year ended December 31, 2009, sales to three customers accounted for approximately 88 percent of total sales and approximately 92 percent of accounts receivable as of December 31, 2009, with each of these customers individually representing more than 10 percent of total sales. During the year ended December 31, 2008, sales to three customers accounted for approximately 97 percent of total sales and approximately 99 percent of accounts receivable as of December 31, 2008, with each of these customers individually representing more than 10 percent of total sales.
5.	Subsequent Event
	On July 23, 2010 (the Closing Date), the GRANISOL™ product line was acquired by PediatRx, Inc., a wholly-owned subsidiary of Striker Energy Corp, (“PediatRx” or the “Company”) for cash consideration totaling $1 million. All inventories and intangibles associated with the GRANISOL™ product line are included in the purchase. The Company is a US-based specialty pharmaceutical company dedicated to marketing and formulating effective therapies and supportive care products for children undergoing treatment for cancer and other serious conditions requiring hospitalization.
	PediatRx is acquiring or licensing the rights to produce and/or market FDA approved name- brand prescription drugs and expects to add value by more effectively marketing these products to healthcare professionals and other key constituents. In addition, PediatRx expects to reformulate existing pharmaceutical products into more pediatric-friendly offerings using a low- cost, low-risk approach that leverages existing safety data and fast tracks regulatory approval. PediatRx also plans to expand the application of its core products to additional therapeutic areas and seek partnerships outside the United States.
	As part of the closing and transfer of assets to PediatRx, Inc. on July 23, 2010, PediatRx assumed a single product manufacturing and supply agreement with Therapex, a division of E- Z-EM Canada, Inc. to enable the manufacturing of the GRANISOL™ product line. Under the terms of the agreement, Therapex will manufacture the product in compliance with current Good Manufacturing Practices (cGMPs) and handle all quality control and packaging through to finished product to supply the requirements of PediatRx on a go forward basis.
	Prior to the closing date, a purchase order was placed with Therapex for one lot of product to be delivered subsequent to the closing date. Such inventory to be delivered is an integral part of the acquisition and the seller has been paid by PediatRx as part of the $1 million cash consideration.

8

EX-99.2

Pro Forma Balance Sheet
As of May 31, 2010

				Adjustments for
	Striker		Granisol	Assets and
	Energy Corp.		Product Line	Liabilities not			Pro forma		Pro Forma
	5/31/2010		5/31/2010	Acquired			Adjustments		Balance Sheet
Assets
Cash	2,092		225,043	(225,043	)	(1)	50,000	(2)	52,092
Accounts receivable, net of related allowances	-		8,529	(8,529	)	(1)	-		-
Inventories, net of reserve for obsolescence	-		10,152	(10,152	)		-		-
Inventory receivable	-		-	-			117,180	(2)	117,180
Deferred tax asset	-		47,803	(47,803	)	(1)	-		-
Total current assets	2,092		291,527	(291,527	)		167,180		169,272
Product rights and know-how	-		-	-			882,820	(2)	882,820
Total assets	2,092		291,527	(291,527	)		1,050,000		1,052,092
Current liabilities
Accounts payable	13,121		5,239	(5,239	)	(1)	-		13,121
Accrued returns	-		35,047	(35,047	)	(1)	-		-
Accrued income tax	-		52,518	(52,518	)	(1)	-		-
Total current liabilities	13,121		92,804	(92,804	)		-		13,121
Promissory note	52,402		-	-			-		52,402
Total liabilities	65,523		92,804	(92,804	)		-		65,523
Shareholders' equity
Capital stock Authorized    150,000,000 common shares, par value $0.0001 Issued and outstanding    23,506,000 common shares, par value $0.0001	2,056		-	-			300	(2)	2,356
Additional paid-in capital	200,723		-	-			1,049,700	(2)	1,250,423
Retained earnings (deficit)	(266,210	)	198,723	(198,723	)		-		(266,210	)
Total shareholders' equity	(63,431	)	198,723	(198,723	)	(1)	1,050,000	(2)	986,569
Total liabilities & net assets	2,092		291,527	(291,527	)		1,050,000		1,052,092

Pro Forma Statement of Operations
For the Three Months Ended May 31, 2010

							Pro Forma
	Striker		Granisol	Pro forma			Statement of
	5/31/2010		3/31/2010	Adjustments			Operations
Gross sales	-		51,426	-			51,426
Sales deductions	-		18,032	-			18,032
Net sales	-		33,394	-			33,394
Cost of goods sold	-		21,293	-			21,293
Gross margin	-		12,101	-			12,101
General and administrative expenses
Management fees	3,000		-	-			3,000
Legal and accounting fees	10,246		-	-			10,246
Other general and administrative expenses	3,268		-	-			3,268
Amortization of product rights and know-how	-		-	22,071		(3)	22,071
Total general and administrative expenses	16,514		-	22,071			38,585
Development expense	-		375	-			375
Income (loss) before income taxes	(16,514	)	11,726	(22,071	)		(26,858	)
Income tax expense (benefit)	-		4,338	(4,338	)	(4)	-
Net income (loss)	(16,514	)	7,388	(17,733	)		(26,858	)

Pro Forma Statement of Operations
For the Year Ended February 28, 2010

							Pro Forma
	Striker		Granisol	Pro forma			Statement of
	2/28/2010		12/31/2009	Adjustments			Operations
Gross sales	-		325,600	-			325,600
Sales deductions	-		118,823	-			118,823
Net sales	-		206,777	-			206,777
Cost of goods sold	-		134,914	-			134,914
Gross margin	-		71,863	-			71,863
General and administrative expenses
Management fees	12,000		-	-			12,000
Legal and accounting fees	36,394		-	-			36,394
Other general and administrative expenses	9,807		-	-			9,807
Amotization of product rights and know-how	-		-	88,282		(3)	88,282
Total general and administrative expenses	58,201		-	88,282			146,483
Development expense	-		45,179	-			45,179
Income (loss) before income taxes	(58,201	)	26,684	(88,282	)		(119,799	)
Income tax expense (benefit)	-		9,873	(9,873	)	(4)	-
Net income (loss)	(58,201	)	16,811	(78,409	)		(119,799	)

Notes to Pro Forma Consolidated Financial Information
(1) to remove the assets and liabilities not acquired in the acquistion of the Granisol product line.
(2) to record the two equity placements on June 17 and July 2, 2010, totaling 3 million common shares for proceeds of $1,050,000 necessary to acquire Granisol and to record the allocation of the $1 million purchase price, which includes $117,180 in inventory to be delivered to PediatRx, Inc. and to record the fair value of the product rights and know-how recognizing the ANDA and rights to manufacture and market the product acquired. Funding for the transaction was provided to PediatRx by Striker Energy Corp. which raised $ 1,050,000 in two equity placements prior to the transaction.
(3) to record the amortization of the acquired product rights and know-how using an estimated useful life of ten years on a straight -line basis.
(4) to record the income tax benefit associated with the amortization of the product rights and know-how net of the valuation allowance recorded against the deferred tax assets. The Company determined it was more likely than not the deferred tax assets would not be realized and recorded the pro forma adjustment net of the valuation allowance.

Striker Energy Corp. and

The Granisol Product Line Acquisition

SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

Explanatory Notes

The unaudited pro forma financial data set forth below are presented to illustrate the estimated effects of the Purchase Agreement between PediatRx, Inc. and Cypress Pharmaceuticals, Inc., dated July 22, 2010, on our historical financial position and results of operations, adjusted to give effect to:
* The transaction wherein PediatRx, Inc., a wholly owned subsidiary of Striker Energy Corp. has acquired the assets of the Granisol product line. On July 22, 2010, PediatRx, Inc., entered into an Agreement with Cypress Pharmaceuticals, Inc., a private company.
Under the terms of the Purchase Agreement, PediatRx acquired all of the assets relating to the Granisol product line, including the ANDA, the Granisol trademark and the manufacturing and supply agreement with Therapex, a division of E-Z-EM Canada. As part of the agreement and prior to the closing, Cypress placed an order for inventory to be delivered to PediatRx after the closing date.
On July 23, 2010, PediatRx paid Cypress the consideration of $1 million for the assets and has assigned $117,180 to inventory receivable on the balance sheet as of May 31, 2010, with the remaining purchase price allocated to the product rights and know-how associated with the ANDA, the Granisol trademark, and the manufacturing and supply agreement with Therapex.

We have derived our historical financial data from our audited financial statements for the year ended February 28, 2010, and from our unaudited financial statements as of and for the three-month period ended May 31, 2010. We have derived Granisol's financial data from its audited financial statements for the year ended December 31, 2009, and its unaudited financial statements as of May 31, 2010 and for the three-month period ended March 31, 2010.

The unaudited pro forma combined balance sheet as of May 31, 2010 assumes the Agreement was completed on May 31, 2010. The information presented in the unaudited pro forma combined financial statements does not purport to represent what the financial position or results of operations would have been had the Agreement occurred as of May 31, 2010, nor is it indicative of future financial position or results of operations. You should not rely on this information as being indicative of the historical results that would have been achieved had the companies always been combined, or the future result that the combined company will experience after the Agreement is completed.

The pro forma adjustments are based upon availible information and certain assumptions that management believes is reasonable under the circumstances. The unaudited pro forma financial statements should be read in conjunction with the accompanying notes and assumptions and the historical financial statements of Striker Energy Corp. and the Granisol Product Line.