exhibit 10. 12 [ * ] = certain confidential information contained in this document, marked by brackets, is filed with the securities and exchange commission pursuant to rule 406 under the securities act of 1933, as amended. asset purchase agreement among aquinox pharmaceuticals inc. and biolipox ab ( publ. ) and orexo ab ( publ. ) dated : august 19th, 2009 th [ * ] = certain confidential information contained in this document, marked by brackets, is filed with the securities and exchange commission pursuant to rule 406 under the securities act of 1933, as amended. asset purchase agreement article 1 interpretation 1 1. 1 definitions 1 1. 2 currency 10 1. 3 headings ; wording 10 article 2 assets and liabilities 10 2. 1 purchase and sale of acquired assets 10 2. 2 license grant 10 2. 3 assumed liabilities 11 2. 4 retained liabilities 11 2. 5 restricted contracts 12 2. 6 additional buyer interests 12 article 3 consideration 13 3. 1 additional definitions 13 3. 2 purchase price 13 3. 3 purchase price allocation 14 3. 4 taxes 14 3. 5 audits 15 3. 6 development 15 3. 7 information 15 3. 8 conditions to issuance of payment shares 16 article 4 closing 16 4. 1 closing 16 4. 2 closing conditions of buyer 16 4. 3 closing conditions of seller 17 article 5 pre - closing covenants 18 5. 1 forbearance and fiduciary duties 18 5. 2 governmental and other third party consents 19 5. 3 due diligence 19 5. 4 notification of certain matters 19 5. 5 general pre - closing covenants 20 5. 6 further assurances 21 article 6 post - closing covenants 21 6. 1 set off 21 6. 2 assistance in proceedings 21 6. 3 technology transfer 22 6. 4 employees 22 6. 5 intellectual property matters 22 6. 6 non - competition 22 article 1 interpretation 1 article 1 interpretation 1. 1 definitions 1 1. 1 1. 2 currency 10 1. 2 1. 3 headings ; wording 10 1. 3 article 2 assets and liabilities 10 article 2 assets and liabilities 2. 1 purchase and sale of acquired assets 10 2. 1 2. 2 license grant 10 2. 2 2. 3 assumed liabilities 11 2. 3 2. 4 retained liabilities 11 2. 4 2. 5 restricted contracts 12 2. 5 2. 6 additional buyer interests 12 2. 6 article 3 consideration 13 article