Vivione BioSciences, LLC entered into a non-binding letter of intent to acquire PACEpartners Inc. (TSXV:PIA) in a reverse merger transaction on May 7, 2012. Vivione will receive class B common shares of PACEpartners in exchange for 100% of the preferred A units and 100% of the common units of Vivione. The exchange ratio will be 2.4669 PACE B shares for each Vivione preferred unit and 134.5945 PACE B shares for each Vivione common unit. The resulting entity will continue to carry out the business of Vivione. Pursuant to the transaction, Jerry B. Adams and James K. Hendren, Directors at Vivione, Ian E. Gellie, Director at PACEpartners, will serve as a Directors of the combined entity. Chester J. Jachimiec, Chief Financial Officer, Corporate Secretary and Director at PACEpartners, will be Chief Financial Officer and Corporate Secretary of the combined entity. Kevin Kuykendall, Chief Executive Officer and Director of Vivione, will be Chief Executive Officer. Ted Moskal will be Director, President and Chief Science Officer. Lal Narang, Director at PACEpartners, will be one of the Directors and Phillip A. Tuttle, President, Chief Executive Officer and Director at PACEpartners, will also be one of the Directors. The transaction is subject to completion of private placement by PACEpartners of 12.5 to 15 million PACE A shares for gross proceeds of CAD 5-6 million. The transaction is also subject to regulatory approvals, majority of the minority shareholder approval, approval of Directors, exchange acceptance, completion of satisfactory due diligence, sponsorship to be obtained for the transaction and completion of definitive agreement. As of October 11, 2012, PACEpartners entered into a definitive agreement to acquire Vivione BioSciences, pursuant to which Vivione will become a wholly owned subsidiary of PACEpartners. Post acquisition, PACEpartners expects that it will be classified as a Tier 2 life sciences issuer under the policies of the exchange. Pursuant to the definitive agreement, each Vivione common unit and class A preferred return unit of Vivione will be cancelled and converted automatically into the right to receive: for each Vivione preferred unit held, 0.75 class A common shares and 1.75 class B non-voting common shares of PACEpartners; and for each Vivione common unit, 43.835 class A common shares and 102.28 class B common shares. The class A common shares and the class B common shares will each be issued to holders of Vivione units at a deemed price of CAD 0.40 per share. The transaction will result in the issuance of an aggregate of 9 million class A common shares and 21 million class B common shares to unitholders of Vivione. Class B common shares are convertible at no additional cost into class A common shares at the option of the holder on not less than 75 days notice. The class B common shares will not be listed on the TSX Venture Exchange. Melinda Park and Matthew Shyba of Borden Ladner Gervais LLP acted as legal advisors for PACEpartners.