exhibit 10. 1 confidential asset purchase agreement by and among innercool therapies, inc., as seller, cardium therapeutics, inc., the sole stockholder of seller, and philips electronics north america corporation, as buyer dated as of july 10, 2009 table of contents article i purchase and sale of assets article ii purchase price article iii representations and warranties of the seller and the parent article iv representations and warranties of buyer article v covenants article vi conditions precedent to closing article vii survival of representations, warranties and article viii termination, amendment, waiver and expenses ii article ix miscellaneous iii exhibits and schedules exhibits : iv asset purchase agreement this asset purchase agreement ( this “ agreement ” ), dated as of july 10, 2009, is made by and among innercool therapies, inc., a delaware corporation ( the “ seller ” ), cardium therapeutics, inc., a delaware corporation ( the “ parent ” ), and philips electronics north america corporation, a delaware corporation ( “ buyer ” ). whereas, the seller is engaged in the business of developing, manufacturing, marketing and selling medical technology products in the field of patient temperature modulation therapy, therapeutic hypothermia including, among other products, the rapidblue™ endovascular cooling system, the coolblue™ surface cooling system, urocool™, urochill™ and coolfuse™ systems and other systems and associated consumables and accessories ( the “ business ” ) and owns substantially all of the assets used in connection with the operation of the business ; whereas, the parent is the sole stockholder of the seller and owns certain assets used in, and is a party to certain contracts relating to, the operation of the business ; whereas, subject to the terms and conditions set forth in this agreement, the seller and the parent wish to sell, assign and transfer to buyer, and buyer wishes to purchase from the seller and the parent, all of the seller ’ s and the parent ’ s ( where applicable ) right, title and interest in and to the acquired assets ( as defined below ) and buyer is willing to assume from the seller and the parent the assumed liabilities ( as defined below ), all as set forth herein ; whereas, as a condition and an inducement to buyer entering into this agreement, concurrently with the execution and delivery of this agreement, messrs. michael magers, brad klos, steve yon and