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Purchase Agreement

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Title:

Purchase Agreement

Entities:

CIBC World Markets Corp.; Dyax Corp.; Bank of America, NA; Simpson Thacher & Bartlett; Pyrosequencing AB; Biotage, LLC

Date:

2003

Size:

233KB total

Price:

$59

ID:

#166572

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PURCHASE AGREEMENT

Dated as of October 13, 2003

by and among

PYROSEQUENCING AB,

DYAX CORP.

and

BIOTAGE, LLC

TABLE OF CONTENTS

ARTICLE I		DEFINITIONS
ARTICLE II		AGREEMENT TO PURCHASE AND SELL LLC INTERESTS; CLOSING
ARTICLE III		REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY
3.1	Organization and Qualification
3.2	Authority to Execute and Perform Agreements
3.3	Capitalization and Title to LLC Interests
3.4	Subsidiaries
3.5	Financial Statements
3.6	Absence of Undisclosed Liabilities
3.7	No Material Changes
3.8	Tax Matters
3.9	Compliance with Laws
3.10	No Breach
3.11	Governmental Approvals and Filings
3.12	Actions and Proceedings
3.13	Contracts and Other Agreements
3.14	Bank Accounts and Powers of Attorney
3.15	Real Property
3.16	Tangible Personal Property
3.17	Intellectual Property
3.18	Employee Benefit Plans
3.19	Employee Relations
3.20	Insurance
3.21	Brokerage
3.22	Hazardous Materials
3.23	Sufficiency of Assets
3.24	Customers and Suppliers
3.25	Receivables
3.26	Inventories

3.27	Customer Warranties
3.28	Products Liability
3.29	Disclosure
ARTICLE IV		REPRESENTATIONS AND WARRANTIES OF SELLER
4.1	Organization and Qualification
4.2	Compliance with Laws
ARTICLE V		REPRESENTATIONS AND WARRANTIES OF PURCHASER
5.1	Organization and Qualification
5.2	Authority to Execute and Perform Agreements
5.3	Compliance with Laws
5.4	No Breach
5.5	Brokerage
5.6	Governmental Approvals and Filings
5.7	Investment Purpose
5.8	Financial Condition
5.9	Disclosure
ARTICLE VI		COVENANTS AND AGREEMENTS OF SELLER AND THE COMPANY
6.1	Regulatory and Other Approvals
6.2	Corporate Examinations and Investigations
6.3	Conduct of Business
6.4	Authorization from Others; Further Action
6.5	Insurance
6.6	IRB Financing
6.7	WARN
6.8	Notification
ARTICLE VII		COVENANTS AND AGREEMENTS OF PURCHASER
7.1	Regulatory and Other Approvals
7.2	Authorization from Others; Further Action
7.3	Notification

ARTICLE VIII		ADDITIONAL AGREEMENTS
8.1	Further Assurances; Post-Closing Cooperation
8.2	Public Announcements; Confidentiality
8.3	No Third Party Discussions
8.4	Non-Competition
8.5	Non-Solicitation of Employees
ARTICLE IX		CONDITIONS TO THE OBLIGATIONS OF PURCHASER
9.1	Representations and Warranties
9.2	Performance
9.3	Litigation
9.4	Certificates of Seller and the Company
9.5	Certificate of Secretary of the Company
9.6	Assignment of Interests
9.7	Repayment of Indebtedness
9.8	Payments to Employees
9.9	Third Party Consents
9.10	Material Adverse Change
9.11	Escrow Agreement
9.12	Deliveries by Seller
ARTICLE X		CONDITIONS TO THE OBLIGATIONS OF SELLER AND THE COMPANY
10.1	Representations and Warranties
10.2	Performance
10.3	Litigation
10.4	Certificate of the Purchaser
10.5	Escrow Agreement
10.6	Deliveries by Purchaser
ARTICLE XI		TAXES
11.1	Tax Indemnification
11.2	Tax Claims

iii

11.3	Tax Returns and Elections
11.4	Cooperation
11.5	Refunds
11.6	FIRPTA
11.7	Tax Sharing Agreements
ARTICLE XII		SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS
12.1	Survival
12.2	Exclusivity
12.3	Indemnification
12.4	Method of Asserting Claims
12.5	Manner of Payment
ARTICLE XIII		EMPLOYEE MATTERS
13.1	Employee Matters
13.2	Indemnification of Directors and Officers
ARTICLE XIV		TERMINATION
14.1	Termination
14.2	Effect of Termination
14.3	Disposition of Deposit
ARTICLE XV		MISCELLANEOUS
15.1	Notices
15.2	Expenses
15.3	Captions
15.4	Governing Law
15.5	Consent to Jurisdiction; No Jury Trial
15.6	Specific Performance
15.7	Entire Agreement
15.8	No Waiver
15.9	No Third Party Beneficiaries
15.10	Successors and Assigns

15.11	Severability
15.12	Counterparts

EXHIBITS

Exhibit A		Escrow Agreement
Exhibit B		Company Policy for Reserving Receivables and Inventories

PURCHASE AGREEMENT

This Purchase Agreement (this Agreement), dated as of October 13, 2003, is by and among Pyrosequencing AB (the Purchaser), a Swedish corporation, Dyax Corp. (Seller), a Delaware corporation and Biotage, LLC (the Company), a Delaware limited liability company.

WHEREAS, Seller owns 100% of the limited liability company interests (the LLC Interests) of the Company; and

WHEREAS, Purchaser, Seller, and the Company mutually desire that Purchaser or its designee, which shall be an Affiliate of Purchaser that is or will be incorporated under the Laws of the United States or any state thereunder and that is designated by Purchaser as purchaser of the LLC Interests (the Purchaser Designee), such Purchaser Designee to be identified in writing to Seller not less than five (5) Business Days prior to the Closing Date, acquire the LLC Interests from Seller on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants, and promises set forth in this Agreement, and intending hereby to be legally bound subject to the terms and conditions set forth in this Agreement, Purchaser, Seller, and the Company hereby agree as follows:

ARTICLE I
DEFINITIONS

Capitalized words and phrases used and not otherwise defined in this Agreement shall have the following meanings:

AAA: shall have the meaning set forth in Section 2.10(e)(i).

Actions: shall have the meaning set forth in Section 3.12.

Affiliate: means any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by Contract or otherwise and, in any e

ARTICLE IDEFINITIONS

ARTICLE I
DEFINITIONS