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Document Preview Asset Purchase Agreement |
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Title: |
Asset Purchase Agreement |
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Entities: |
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Date: |
2005 |
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Size: |
Preview shows 40KB of 118KB total |
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Price: |
$38 |
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ID: |
#1362703 |
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Start of Preview |
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| Page | ||
| Article I PURCHASE AND SALE OF ASSETS | 1 | |
| 1.1. | Assets to be Transferred | 1 |
| 1.2. | Excluded Assets | 3 |
Article II ASSUMPTION OF LIABILITIES |
3 | |
| 2.1. | Liabilities to be Assumed | 3 |
| 2.2. | Excluded Liabilities | 4 |
Article III PURCHASE PRICE - PAYMENT |
5 | |
| 3.1. | Purchase Price | 5 |
| 3.2. | Payment of Purchase Price | 5 |
| 3.3. | Prorations | 7 |
| 3.4. | Other Payments and Adjustments | 8 |
| 3.5. | Allocation of Purchase Price | 8 |
Article IV CLOSING |
8 | |
| 4.1. | Closing | 8 |
| 4.2. | Documents to be Delivered by Company and Shareholder | 9 |
| 4.3. | Documents to be Delivered by Buyer | 10 |
Article V REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDER |
11 | |
| 5.1. | Corporate | 11 |
| 5.2. | Authority | 11 |
| 5.3. | No Violation | 11 |
| 5.4. | Financial Statements | 12 |
| 5.5. | Tax Matters | 12 |
| 5.6. | Accounts | 13 |
| 5.7. | Absence of Certain Changes | 13 |
| 5.8. | Absence of Undisclosed Liabilities | 15 |
| 5.9. | No Litigation | 15 |
| 5.10. | Compliance With Laws and Orders | 15 |
| 5.11. | Title to and Condition of Properties | 17 |
| 5.12. | Insurance | 17 |
| 5.13. | Contracts and Commitments | 18 |
| 5.14. | Labor Matters | 19 |
| 5.15. | Employee Benefit Plans | 19 |
| 5.16. | Employment Compensation | 20 |
| 5.17. | Intellectual Property | 21 |
| 5.18. | Major Customers | 21 |
| 5.19. | Affiliates' Relationships to Company | 21 |
i
| 5.20. | Shareholder List | 22 |
| 5.21. | Assets Necessary to Business | 22 |
| 5.22. | Internal Controls | 22 |
| 5.23. | Bank Accounts | 22 |
| 5.24. | No Brokers or Finders | 22 |
| 5.25. | Representations with respect to the Acquired Shares | 22 |
| 5.26. | Disclosure | 23 |
Article VI REPRESENTATIONS AND WARRANTIES OF BUYER |
23 | |
| 6.1. | Corporate | 24 |
| 6.2. | Authority | 24 |
| 6.3. | Capitalization | 24 |
| 6.4. | SEC Reports and Financial Statements | 25 |
| 6.5. | No Brokers or Finders | 26 |
| 6.6. | Disclosure | 26 |
Article VII EMPLOYEES - EMPLOYEE BENEFITS |
26 | |
| 7.1. | Millennix Employees | 26 |
| 7.2. | Retained Responsibilities | 27 |
| 7.3. | Payroll Tax | 27 |
| 7.4. | Employment with Buyer | 27 |
| 7.5. | No Third-Party Rights | 27 |
| 7.6. | Buyer Stock Options | 28 |
Article VIII OTHER MATTERS |
28 | |
| 8.1. | Confidential Information | 28 |
| 8.2. | Bulk Sales Compliance | 28 |
Article IX FURTHER COVENANTS OF COMPANY AND SHAREHOLDER |
29 | |
| 9.1. | Advisory Board | 29 |
| 9.2. | Further Assurances | 29 |
| 9.3. | Lock-Up Agreement | 29 |
Article X [Intentionally Omitted.] |
30 | |
Article XI [Intentionally Omitted.] |
30 | |
Article XII INDEMNIFICATION |
30 | |
| 12.1. | By Company and Shareholder | 30 |
| 12.2. | Indemnification of Third-Party Claims | 30 |
| 12.3. | Payment | 31 |
| 12.4. | Limitations on Indemnification | 31 |
| 12.5. | No Waiver | 32 |
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| Article XIII [Intentionally OMITTED] | 32 | |
Article XIV MISCELLANEOUS |
32 | |
| 14.1. | Certain Definitions; Rules of Construction | 32 |
| 14.2. | Disclosure Schedules | 34 |
| 14.3. | Disclosures and Announcements | 35 |
| 14.4. | Assignment; Parties in Interest | 35 |
| 14.5. | Equitable Relief | 35 |
| 14.6. | Law Governing Agreement | 35 |
| 14.7. | Amendment and Modification | 36 |
| 14.8. | Notice | 36 |
| 14.9. | Expenses | 37 |
| 14.10. | Attorneys' Fees | 37 |
| 14.11. | Entire Agreement; Enforceability | 37 |
| 14.12. | Severability | 38 |
| 14.13. | Counterparts | 38 |
| 14.14. | Headings | 38 |
iii
This ASSET PURCHASE AGREEMENT (this Agreement) dated as of November 9, 2005, is entered into by and among IT&E International Group, Inc., a Nevada corporation (Buyer), Millennix, Inc., a New York corporation (the Company) and Gene Resnick, M.D., the sole shareholder of the Company (the Shareholder).
A. The Company is a clinical research organization providing clinical research services to the pharmaceutical, biotechnology and medical device industries (the Business).
B. The Shareholder owns all of the outstanding capital stock of the Company.
C. Buyer desires to purchase from the Company and the Company desires to sell to Buyer, and the Shareholder desires to cause the Company to sell to Buyer, substantially all of the property and assets of the Company at the price and under the specified terms and conditions as set forth herein.
NOW THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows:
1.1. Assets to be Transferred. Subject to the terms and conditions of this Agreement, on the Closing Date, the Company shall, and the Shareholder shall cause the Company to, sell, transfer, convey, assign, and deliver to Buyer, or its assignee, and Buyer shall purchase and accept, all of the business, rights, claims and assets (of every kind, nature, character and description, whether real, personal, mixed, whether tangible or intangible, whether accrued, contingent or otherwise and wherever situated) of the Company, together with all rights and privileges associated with such assets and the business of the Company, other than the Excluded Assets, free and clear of all Encumbrances (collectively the Purchased Assets). The Purchased Assets shall include, but not be limited to, the following:
(a) Tangible Personal Property. All machinery, equipment, computers, hardware, tools, supplies, furniture and all other fixed assets owned, utilized or held for use by the Company on the Closing Date, including, without limitation, the fixed assets reflected on the Companys September 30, 2005 balance sheet.
(b) Contracts. All the Companys rights in, to and under all contracts, purchase orders and sales orders to which it is a party and that are set forth on Schedule 1.1(b), (which shall include all client services contracts and third party vendor contracts) (hereinafter the Assumed Contracts). To the extent that any Assumed Contract for which assignment to Buyer is provided herein is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. The Shareholder, Company and Buyer agree to use their best efforts (without any requirement on the part of Buyer to pay any money or agree to any change in the terms of any such Assumed Contract) to obtain the consent of such other party to the assignment of any such Assumed Contract to Buyer in all cases in which such consent is or may be required for such assignment. If any such consent shall not be obtained, the Shareholder and Company agree to cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned to Buyer under the relevant contract, including enforcement at the cost and for the account of Buyer of any and all rights of Company against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer, upon notice to Company, shall have no obligation pursuant to Section 2.1 or otherwise with respect to any such contract and any such contract shall not be deemed to be a an Assumed Contract or a Purchased Asset hereunder.
(c) Intellectual Property. All of the Companys Intellectual Property, together with all goodwill associated therewith, rights thereunder, remedies against infringers or any other rights or claims related thereto or arising therefrom.
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