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INTELLECTUAL PROPERTY PURCHASE AGREEMENT



This INTELLECTUAL PROPERTY PURCHASE AGREEMENT (this " Agreement ") is entered into as of February 25, 2011 by and among Peak Wellness, Inc., a Connecticut corporation doing business as Peak Wellness Biopharma (" Seller "), Atlas Therapeutics Corporation, a Nevada corporation (" Atlas "), and Atlas Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Atlas (" Buyer "). Seller, Atlas and Buyer are referred to collectively herein as the " Parties ".



WITNESSETH



WHEREAS , Seller is an integrative medical and healthcare provider focused on private, personal medical and healthcare coupled with nutrition, diet, and weight loss counseling, sports rehabilitation, physical therapy, and exercise physiology;



WHEREAS , Seller has developed and owns a proprietary formula and the natural myostatin inhibiting product known as MYO-T12 (" MYO-T12 ");



WHEREAS , Seller is engaged in formulating MYO-T12 (the " MYO-T12 Activities "); and



WHEREAS , Seller wishes to sell, and Buyer wishes to buy, certain of Seller's assets used in connection with the MYO-T12 Activities on the terms and subject to the conditions set forth herein.



NOW, THEREFORE , in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the Parties agree as follows.



ARTICLE I

DEFINITIONS



Section 1.1 Definitions . For purposes of this Agreement:



" Accounts Receivable " means all accounts receivable related to the MYO-T12 Activities owed to Seller or any of its Affiliates prior to the Closing, including (i) any refund or credit of taxes and (ii) any other rebate or refund arising from the MYO-T12 Activities prior to the Closing Date.



" Acquired Assets " means all of Seller's right, title, and interest in and to all of the following assets of Seller and used, held for and/or necessary in connection with the MYO-T12 Activities as conducted as of the date of this Agreement and the Closing Date:



(a) all Intellectual Property, including without limitation, those set forth and described on Section 3.7 of the Disclosure Schedule (which shall include U.S. Patent Application No. 11/750, 128 entitled "Avian Follistatin Product" filed May 17, 2007);







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(b) all goodwill relating to the MYO-T12 Activities and the Acquired Assets as of the Closing Date;



(c) all documents in seller's possession relating to the Intellectual Property, including licenses and sublicenses of the Intellectual Property to which Seller is a party, if any, and such other documents or materials that contain information necessary or relevant to the Intellectual Property to conduct the MYO-T12 Activities;



(d) Invention Agreements/Assignments;



(e) the business records related to the MYO-T12 Activities; and



(f) all rights, if any, to indemnification, warranties, claims and causes of action against third parties relating to any of the foregoing.



provided , however , notwithstanding anything to the contrary set forth in this definition, the Acquired Assets shall not include any Excluded Assets.



" Affiliate " has the meaning set forth in Rule 12b-2 promulgated under the Exchange Act.



" Agreement " has the meaning set forth in the preamble.



" Assumed Liabilities " means all Transfer Taxes.



" Basket " has the meaning set forth in ? Section 8.4(a) .



" Bill of Sale " has the meaning set forth in ? Section 2.5(a)(i) .



" Business Contracts " means the Contracts relating to the manufacture, distribution, marketing or sales in respect of the MYO-T12.



" Business Day " means any day other than a Saturday, a Sunday or a day on which banks located in New York, New York, shall be authorized or required by law to close.



" Buyer " has the meaning set forth in the preamble.



" Buyer Indemnified Party " has the meaning set forth in Section 8.2 .



" Cash " means cash, cash equivalents, marketable securities and liquid investments.



" Closing " has the meaning set forth in ? Section 2.4 .



" Closing Date " has the meaning set forth in ? Section 2.4 .



" Colker " means Dr. Carlon M. Colker.



" Confidentiality Agreement " means Section 5 of the Memorandum of Agreement, dated as of November 11, 2010, by and between Atlas and Seller, regarding the terms and conditions relating to the use and treatment of confidential information disclosed by the Parties.







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" Contract " means any written or oral agreement, contract, arrangement, commitment, promise, obligation, right, instrument, document or other similar understanding, which in each case is in writing and signed by parties intending to be bound thereby.



" Damages " has the meaning set forth in Section 8.2 .



" Decree " means any judgment, decree, ruling, injunction, assessment, attachment, undertaking, award, charge, writ, executive order, administrative order or any other order of any Governmental Authority.



" Defenses and Claims " has the meaning set forth in Section 2.2 .



" Disclosure Schedule " has the meaning set forth in ? Article III .



" Disclosure Supplement " has the meaning set forth in ? Section 5.6 .



" Employment Agreement " has the meaning set forth in Section 7.2(d) .



" Environmental Laws " means, as enacted and in effect on or prior to the Closing Date, all federal, state, local and foreign statutes, laws (including case or common law), regulations, ordinances, rules, judgments, orders, decrees, codes, injunctions, permits, concessions, grants, franchises, licenses, or agreements relating to human health and safety, the environment or emissions, discharges or releases of pollutants, contaminants, Hazardous Substances or wastes into the environment including, without limitation, ambient air, surface water, ground water, facilities, structures, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, Hazardous Substa nces or wastes or the investigation, clean-up or other remediation thereof. Without limiting the generality of the foregoing, "Environmental Laws" include: (i) the Resource Conservation and Recovery Act, 42 U.S.C. a7 6901 et seq. , as amended; (ii) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 26 U.S.C. a7 4611 and 42 U.S.C. a7 9601 et seq ., as amended; (iii) the Superfund Amendment and Reauthorization Act of 1984, as amended; (iv) the Clean Air Act, 42 U.S.C. a7 7401 et seq ., as amended; (v) the Clean Water Act, 33 U.S.C. a7 1251 et seq ; (vi) the Safe Drinking Water Act, 42 U.S.C. a7 300f et seq. ; and (vii) the Occupational Safety and Health Act of 1976, 29 U.S.C. a7 651, as amended, and all rules and regulations promulgated thereunder.



" Equipment " means tangible personal property (other than Inventory) used in the MYO-T12 Activities, including machinery, equipment, fixtures, trade fixtures, store models, computer hardware and furniture.



" Exchange Act " means the Securities Exchange Act of 1934, as amended.







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" Excluded Assets " means all assets of Seller that are not expressly included in the Acquired Assets, including:



(a) (i) certificates of incorporation or organizational documents, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, stock certificates and other documents relating to the organization, maintenance, existence and operation of Seller; (ii) subject to Section 6.3 , books and records related to Taxes paid or payable by Seller; and (iii) any Tax asset of or with respect to Seller;



(b) capital stock of any of Seller's Subsidiaries;



(c) all Permits;



(d) all insurance policies and binders and all claims, refunds and credits from insurance policies or binders due or to become due with respect to such policies or binders, except for claims for Liabilities relating to the MYO-T12 Activities and/or Acquired Assets arising before or on the Closing Date;



(e) Seller's rights under this Agreement or any Related Agreement;



(f) Seller's rights under any Contracts;



(g) Inventory and other products;



(h) Equipment;



(i) Accounts Receivable;



(j) Leases;



(k) Seller's integrative health and medical practice; and



(l) Cash.



" Excluded Liabilities " means all the Liabilities of Seller other than the Assumed Liabilities, including without limitation, the following:



(a) any Liability not relating to or arising out of the MYO-T12 Activities, including without limitation, any Liability relating to or arising out of the Excluded Assets;



(b) any Liability of Seller for Taxes except Transfer Taxes;



(c) all Liabilities for accounts payable arising on or prior to the Closing;



(d) all Liabilities, if any, relating to employees of Seller including, without limitation, Liabilities in connection with withheld payroll Taxes, payroll, workman's compensation benefits and employee withholding or arising under the Employee Retirement Income Security Act of 1974, as amended;



(e) all Liabilities of Seller under this Agreement or any Related Agreement and the transactions contemplated hereby or thereby;







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(f) any Liability of Seller for Leases or Contracts;



(g) any and all Liability under the civil action and related Settlement Agreement, Release and Covenant Not to Sue described in Section 3.10; and



(h) all Liabilities and Litigation relating to the Acquired Assets and/or the MYO-T12 Activities incurred or arising on or prior to the Closing Date (or arising from acts or omissions on or prior to the Closing Date).



" FDA " has the meaning set forth in Section 3.3 .



" GAAP " means United States generally accepted accounting principles consistently applied.



" Governmental Authority " means any federal, state, local or foreign governmental or regulatory authority, agency, commission, court, body or other governmental entity.



" Hazardous Substances " means any substance that is toxic, ignitable, reactive, corrosive, radioactive, caustic, or regulated as a hazardous substance, contaminant, toxic substance, toxic pollutant, hazardous waste, special waste, or pollutant, including, without limitation, petroleum, its derivatives, by-products and other hydrocarbons, poly-chlorinated bi-phenyls and asbestos regulated under, or which is the subject of, applicable Environmental Laws.



" Holder " has the meaning set forth in ? Section 8.4(a) .



" Indemnified Party " has the meaning set forth in ? Section 8.4(a) .



" Indemnifying Party " has the meaning set forth in ? Section 8.4(a) .



" Intellectual Property " shall mean proprietary information or subject matter relating to any product or service relating to the MYO-T12 Activities or suggested by or resulting from any such product or service relating to the MYO-T12 Activities including, but not limited to: (a) all issued patents and patent applications, together with all reissuances, continuations, continuations-in-part, divisionals, extensions and reexaminations thereof concerning the MYO-T12 Activities; (b) all inventions, technology, trade secrets, know-how, technical information and data, improvements, formulas, research, development, laboratory notebooks, processes, diagrams, designs, drawings, engineering, test procedures and specifications, manufacturing specifications, conf igurations, packaging, search results, and any documents or materials relating thereto concerning the MYO-T12 Activities; (c) any and all registered and unregistered trademarks, service marks, trade dress, logos, slogans, trade names and Internet domain names, together with all goodwill associated therewith relating to the MYO-T12 Activities, and all pending applications, registrations, and renewals in connection therewith relating to the MYO-T12 Activities; (d) all copyrightable material together with all registrations and applications for registration therefor and renewals in connection therewith including, without limitation, marketing materials, web pages, newsletters, advertising materials and circulars relating to the MYO-T12 Activities; (e) customer lists, marketing data, designs and drawings relating to the MYO-T12 Activities; (f) all computer software, source code, object code and media storage devices (including data and databases) relating to the MYO-T12 Activities; and (g) all othe r documents and information in Seller's possession, custody or control describing the Intellectual Property.







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" Invention Agreements/Assignments " means all written agreements or instruments of assignment for agreements entered into by all persons, including employees, agents, consultants and contractors of Seller with Seller assigning and conveying to Seller full, effective, exclusive and original ownership of the Intellectual Property, as set forth in Section 1.1(b) of the Disclosure Schedule .



" Inventory " means all merchandise and products, supplies, containers, labels, packaging material, maintenance supplies, and other similar items sold by Seller in connection with the MYO-T12 Activities.



" IRC " means the Internal Revenue Code of 1986.



" Knowledge " of Seller (and other words of similar import) means the knowledge of the individuals set forth in Section 1.1(a) of the Disclosure Schedule with respect to the applicable matter set forth herein after the conduct of reasonable inquiry and diligence. " Knowledge " of Buyer or Atlas (and other words of similar import) means the knowledge of the individuals set forth in Section 1.1(a) of the Disclosure Schedule with respect to the applicable matter set forth herein after the conduct of reasonable inquiry and diligence.



" Leases " means all leases, subleases, licenses, concessions and other agreements (written or oral) pursuant to which Seller holds any leasehold or subleasehold estates and other rights to use, occupy or operate the Acquired Assets and/or in connection with the MYO-T12 Activities as currently conducted.



" Liability " means any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, whether at law or equity in contract or in tort or otherwise, and whether due or to become due) regardless of when arising or asserted.



" Lien " means any mortgage, pledge, lien, charge, security interest, option, right of first refusal, easement, security agreement or other encumbrance or restriction on the use or transfer of any property; provided , howeve r, that "Lien" shall not be deemed to include any license of Intellectual Property.



" Litigation " means any pending or threatened action, cause of action, suit, claim, cross claim, third party claim, investigation, audit, demand, hearing or proceeding, whether civil, criminal, administrative or arbitral, whether at law or in equity, whether in contract or in tort or otherwise, and whether before any Governmental Authority.



" Material Adverse Effect " means any effect or change that has a material adverse effect on the business, assets, prospects, financial condition, operating results or operations of the Acquired Assets and/or in connection with the MYO-T12 Activities as presently conducted, taken as a whole.







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" Memorandum of Agreement " means that certain Memorandum of Agreement, dated as of November 11, 2010, by and between Atlas and Seller, as amended.



" MYO-T12 " has the meaning set forth in the preamble.



" MYO-T12 Activities " has the meaning set forth in the recitals.



" Note " has the meaning set forth in Section 2.3(b) .



" Outside Date " has the meaning set forth in Section 9.1(b)(ii) .



" Parties " has the meaning set forth in the preamble.



" Permit " means any franchise, approval, permit, license, order, registration, certificate, variance or similar right obtained from any Governmental Authority.



" Person " means an individual, a partnership, a corporation, a limited liability company, limited liability partnership, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or any other entity, including any Governmental Authority or any group of any of the foregoing.



" Purchase Price " has the meaning set forth in ? Section 2.3 .



" Purchase Price Allocation " has the meaning set forth in ? Section 2.6 .



" Registrable Securites " has the meaning set forth in ? Section 8.4(a) .



" Related Agreements " means the Bill of Sale, the Employment Agreement, the Note, the Security Agreement and all other agreements entered into in connection with this Agreement and the foregoing documents.



" Representative " means, when used with respect to a Person, the Person's controlled Affiliates (including Subsidiaries) and such Person's and any of the foregoing Persons' respective officers, directors, managers, members, shareholders, partners, employees, agents, representatives, advisors (including financial advisors, bankers, consultants, legal counsel and accountants).



" Securities Act " means the Securities Act of 1933, as amended.



" Security Agreement " has the meaning set forth in Section 2.3(b) .



" Seller " has the meaning set forth in the preamble.



" Seller Indemnified Party " has the meaning set forth in ? Section 8.3 .



" Subsidiary " means, with respect to any Person, means, on any date, any Person (a) the accounts of which would be consolidated with and into those of the applicable Person in such applicable Person's consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date or (b) of which securities or other ownership interests representing more than fifty percent of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests or more than fifty percent of the profits or losses of which are, as of such date, owned, controlled or held by the applicable Person or one or more subsidiaries of such Person.







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" Tax " or " Taxes " means any United States federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A of the IRC), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other tax of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, including any interest, penalty or addition thereto, whether dis puted or not.



" Tax Return " means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.



" Third Party Claim " has the meaning set forth in ? Section 8.5 .



" Transaction Proposal " has the meaning set forth in Section 5.9 .



" Transfer Tax " has the meaning set forth in ? Section 6.5 .



Section 1.2 Interpretations . Unless otherwise indicated herein to the contrary:



(a) When a reference is made in this Agreement to an Article, Section, Annex, Exhibit, Schedule, clause or subclause, such reference shall be to an Article, Section, Annex, Exhibit, Schedule, clause or subclause of this Agreement.



(b) The words "include," "includes" or "including" and other words or phrases of similar import, when used in this Agreement, shall be deemed to be followed by the words "without limitation."



(c) The words "hereof," "herein" and "hereunder" and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement.



(d) The word "if" and other words of similar import shall be deemed, in each case, to be followed by the phrase "and only if. ?



(e) The use of "or" herein is not intended to be exclusive.



(f) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of names and pronouns shall include the plural and vice versa.







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(g) All terms defined in this Agreement have the same defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein.



(h) Any reference herein to law or to a legal requirement (or, with respect to any statute, ordinance, code, rule or regulation, any provision thereof) shall be deemed to include reference to all laws and or to such legal requirement and any legal requirement promulgated thereunder (or provision thereof, as applicable), including any successor thereto, respectively, in each case, as may be amended.



(i) References herein to a Person are also to its permitted successors and assigns. Any reference herein to a Governmental Authority shall be deemed to include reference to any successor thereto.



(j) Any reference herein to "Dollars" or "$" shall mean United States dollars.



ARTICLE II

PURCHASE AND SALE



Section 2.1 Purchase and Sale of Assets . On the terms and subject to the conditions set forth in this Agreement, Buyer will purchase from Seller, and Seller will sell, transfer, assign, convey and deliver to Buyer at the Closing all of the Acquired Assets, free and clear of all Liens.



Section 2.2 Assumed Liabilities . On the terms and subject to the conditions set forth in this Agreement, Buyer will assume and become responsible for the Assumed Liabilities after the Closing. Buyer agrees to pay, perform, honor and discharge, or cause to be paid, performed, honored and discharged, all Assumed Liabilities in accordance with the terms thereof after the Closing. Nothing herein shall be deemed to deprive Buyer of any defenses, set-offs or counterclaims which Seller may have had or which Buyer shall have with respect to any of the Assumed Liabilities (the " Defenses and Claims ").



Section 2.3 Purchase Price . In full consideration for the assignment or transfer of the Acquired Assets, the consideration to be paid by Buyer (the " Purchase Price ") for the Acquired Assets shall consist of:



(a) A cash payment in an amount equal to the sum of $450,000 (such amount, the " Cash Payment "), which shall be payable at the Closing.



(b) A promissory note in the amount of $700,000, bearing interest at the rate of 3% per annum, substantially in the form, and subject to the terms, conditions and covenants, of Exhibit A hereto (the " Note "). As security for payment of the Note, Buyer shall execute a security agreement, substantially in the form of Exhibit B hereto (the " Security Agreement "), providing the Seller with a first priority security interest in th e Acquired Assets. The Note shall be payable in two installments in accordance with the following schedule:



(i) $350,000 plus all accrued interest thereon shall be due and payable no later than one hundred and eighty (180) days after the Closing Date; and







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(ii) $350,000 plus all accrued interest thereon shall be due and payable on the first anniversary of the Closing Date.



(c) Atlas shall issue to Seller 7,024,000 shares (the " Shares ") of Atlas' voting common stock, $0.001 par value, representing 12% of the fully-diluted voting common stock of Atlas.



Section 2.4 Closing . The closing of the transactions contemplated by this Agreement (the " Closing ") shall take place at the offices of Ellenoff, Grossman & Schole LLP located at 150 E. 42nd Street, New York, New York (or such other location as shall be mutually agreed upon by Seller and Buyer), commencing at 10:00 a.m. local time on February 25, 2011 or on such other date as shall be mutually agreed upon by the Parties (the " Closing Date "). For purposes of this Agreement and the transactions contemplated hereby, the Closing will be deemed to occur and be effective, and title to and risk of loss associated with the Acquired Assets and relating to the MYO-T12 Activities, shall be deemed to occur at 12:01 am, New York City time, on the Closing Date.



Section 2.5 Deliveries at Closing .



(a) At the Closing, Seller will deliver to Buyer the following duly executed documents and other items:



(i) a Bill of Sale substantially in the form of Exhibit C hereto (the " Bill of Sale ");



(ii) an officer's certificate to the effect that each of the conditions specified in ? Section 7.1(a) and ? Section 7.1(a) is satisfied;



(iii) the receipt of all third party consents and notices to or from third parties that are required to be delivered or obtained pursuant to ? Section 7.1(c) and delivered by Seller;



(iv) the Employment Agreement;



(v) an officer's certificate of Seller enclosing a copy of the certificate of incorporation of Seller, the by-laws of Seller, resolutions of Seller's board of directors approving the transactions contemplated by this Agreement and a certification as to incumbency of the officers of Seller executing and delivering this Agreement;



(vi) the opinion of counsel for Seller substantially in the form of Exhibi
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