ASSET CONTRIBUTION AGREEMENT BY AND AMONG MULTICELL TECHNOLOGIES, INC. ASTRAL THERAPEUTICS, INC., ALLIANCE PHARMACEUTICAL CORP., AND ASTRAL, INC. Dated as of September 7, 2005Asset Contribution Agreement • September 8th, 2005 • Alliance Pharmaceutical Corp • In vitro & in vivo diagnostic substances • California
This ASSET CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of September 7, 2005, by and among MultiCell Technologies, Inc., a Delaware corporation (“MultiCell”), Astral Therapeutics, Inc., a Delaware corporation and wholly owned subsidiary of MultiCell (“Transferee”), Alliance Pharmaceutical Corp., a New York corporation (“Alliance”), and Astral, Inc. a Delaware corporation and wholly owned subsidiary of Alliance (“Astral,” and together with Alliance, the “Transferors”). MultiCell, Transferee, and Transferors are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
