Muscle Pharm Corp. (OTCPK:MSLP.D) entered into an asset purchase agreement to acquire substantially all assets of Biozone Pharmaceuticals, Inc. (OTCBB:BZNE) for $11.3 million in stock on November 12, 2013. Under the terms, Muscle Pharm will issue its 0.6 million shares at closing and 0.6 million shares will be placed in escrow for nine months from the date of closing (the “Escrow Period”). During the Escrow Period, Muscle Pharm will have the option to purchase the Escrowed Shares at $10 per share in cash.

The transaction is subject to several closing conditions including Biozone receiving shareholder approval, Muscle Pharm's receipt of a fairness opinion, Brian Keller, Biozone's President and Chief Scientific Officer, entering into a new two-year employment agreement with Muscle Pharm, Muscle Pharm and Biozone shall enter into a mutually agreeable lock-up agreement, consummation of due diligence, execution of marketing and lease agreement, execution of the escrow agreement and Biozone Pharmaceuticals shall have delivered the audited financial statements and unaudited financial statements and other customary closing conditions. The transaction can be terminated if it is not executed within 30 days of the agreement. Harvey Kesner of Sichenzia Ross Friedman Ference LLP acted as legal advisor to Muscle Pharm. Michael Harris of Nason, Yeager, Gerson, White & Lioce, P.A. acted as legal advisor to Biozone.

Muscle Pharm Corp. (OTCPK:MSLP.D) completed the acquisition of substantially all assets of Biozone Pharmaceuticals, Inc. (OTCBB:BZNE) on January 2, 2014.