mane can't list on nasdaq,so htx will get 250k, page-2

To jog our memory of the IP sal HOA
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Key elements of the IP Sale Heads of Agreement in respect of the transaction are:
• Mane will acquire the majority of HealthLinx’s IP and existing commercial and distribution agreements
including those pertaining to OvPlex™ in exchange for cash and script in Mane;
• The IgY assets have been excluded from this transaction and will be retained by HealthLinx which will
continue its business of developing best practice diagnostics that detect and monitor diseases.
• Prior to Healthlinx selling, licensing or assigning the IgY assets to a third-party, it must first offer the IgY
assets to Mane on no less favorable terms.
• Healthlinx will receive from Mane common stock representing 30% of the outstanding common stock on
closing and a cash payment of US$250,000. Mane has valued the HealthLinx assets at $6.25m for the
purposes of the transaction;
• The IP Sale Heads of Agreement is conditional upon Mane listing on NASDAQ prior to 24 December 2012
and completing a capital raise of no less than US$5.5 million in cash;
• The transaction is subject to final due diligence by both parties, definitive agreements and closing
adjustments and conditions as customary for a transaction of this nature;
• The IP Sale and related matters will require approval of the HealthLinx and Mane shareholders;
• Immediately following the closing of the IP Sale, the board of directors of Mane will consist of one Director
nominated by HealthLinx and four current Mane Directors;
• Following the acquisition, Mane will focus its efforts on completing necessary studies and approvals
(including FDA) to enable the marketing and sale of OvPlex™ in the United States and other jurisdictions.