Preview | Asset Purchase Agreement |

TABLE OF CONTENTS


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Article I DEFINITIONS AND DEFINED TERMS				1
	Section 1.1	Definitions and Defined Terms		1

Article II PURCHASE OF ASSETS				1
	Section 2.1	Purchase and Sale of Transferred Assets		1
	Section 2.2	Excluded Assets		3

Article III ASSUMPTION OF LIABILITIES				3
	Section 3.1	Assumed Liabilities		3
	Section 3.2	Retained Liabilities		3

Article IV PURCHASE PRICE				4
	Section 4.1	Purchase Price		4
	Section 4.2	Post-Closing Purchase Price Adjustment		4
	Section 4.3	Contingent Payment		5
	Section 4.4	Allocation of Consideration		6
	Section 4.5	Prorations		7
	Section 4.6	Withholding Taxes		7

Article V CLOSING				7
	Section 5.1	Closing		7
	Section 5.2	Deliveries at Closing		8
	Section 5.3	Conditions Precedent to Obligations of Each Party		10
	Section 5.4	Conditions Precedent to Obligations of Purchaser		10
	Section 5.5	Conditions Precedent to Obligations of Seller and/or Parent		12

Article VI REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT				13
	Section 6.1	Organization and Good Standing		13
	Section 6.2	Authorization and Effect of Agreement		13
	Section 6.3	Consents and Approvals; No Violations		14
	Section 6.4	No Third Party Options		14
	Section 6.5	Permits; Compliance with Law		14
	Section 6.6	Litigation		15
	Section 6.7	Assets Necessary to Business		15


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	Section 6.8	Financial Statements		15
	Section 6.9	Absence of Certain Changes		15
	Section 6.10	No Default		16
	Section 6.11	Transactions with Affiliates		16
	Section 6.12	Contracts		16
	Section 6.13	Labor Relations		17
	Section 6.14	Title to Assets		18
	Section 6.15	Insurance		18
	Section 6.16	Inventory		18
	Section 6.17	Accounts Receivable		19
	Section 6.18	Product Returns and Warranties		19
	Section 6.19	Customers; Suppliers		19
	Section 6.20	Absence of Certain Business Practices		19
	Section 6.21	Certain Healthcare Legal Matters		20
	Section 6.22	Real Property		21
	Section 6.23	Environmental		21
	Section 6.24	No Broker		23
	Section 6.25	No Misleading Statements		23
	Section 6.26	Employee Benefits		23
	Section 6.27	Taxes		24
	Section 6.28	Proprietary Rights		25
	Section 6.29	Information Technology		27
	Section 6.30	Solvency of Parent and Sellers		27

Article VII REPRESENTATIONS AND WARRANTIES OF PURCHASER				27
	Section 7.1	Corporate Organization		27
	Section 7.2	Authorization and Effect of Agreement		27
	Section 7.3	Consents and Approvals; No Violations		28
	Section 7.4	No Broker		28

Article VIII COVENANTS				28
	Section 8.1	Conduct of Business		28
	Section 8.2	Access		30
	Section 8.3	Notification		30


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	Section 8.4	No Inconsistent Action		31
	Section 8.5	Reasonable Best Efforts		31
	Section 8.6	Further Assurances		31
	Section 8.7	Transfer Taxes		32
	Section 8.8	Release of Liens		32
	Section 8.9	Consents to Transferred Assets		32
	Section 8.10	Employment Matters		32
	Section 8.11	Bulk Sales Laws		33
	Section 8.12	No Solicitation		33
	Section 8.13	Confidentiality		33
	Section 8.14	No Solicitation of Employees		33
	Section 8.15	Non-Competition		34
	Section 8.16	Collection of Accounts Receivable		34
	Section 8.17	Post-Closing Agreements		34
	Section 8.18	Change of Name		35
	Section 8.19	Payment of Indebtedness		35
	Section 8.20	Satisfaction of Leases		35

Article IX TERMINATION				36
	Section 9.1	Termination		36
	Section 9.2	Procedure and Effect of Termination		36

Article X SURVIVAL; INDEMNIFICATION				37
	Section 10.1	Survival of Indemnification Rights		37
	Section 10.2	Indemnification Obligations of Seller and Parent		37
	Section 10.3	Indemnification Obligations of Purchaser		38
	Section 10.4	Indemnification Procedure		39
	Section 10.5	Calculation of Indemnity Payments		40
	Section 10.6	Tax Treatment of Indemnification		40
	Section 10.7	Relation of Indemnity to Holdback Payment		40
	Section 10.8	Exclusive Remedy		40

Article XI MISCELLANEOUS PROVISIONS				41
	Section 11.1	Notices		41
	Section 11.2	Expenses		42
	Section 11.3	Successors and Assigns		42

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	Section 11.4	Extension; Waiver		42
	Section 11.5	Entire Agreement; Disclosure Schedules		42
	Section 11.6	Amendments, Supplements, Etc.		42
	Section 11.7	Applicable Law; Waiver of Jury Trial		43
	Section 11.8	Actions by Seller or Parent		43
	Section 11.9	Execution in Counterparts		43
	Section 11.10	Titles and Headings		43
	Section 11.11	Invalid Provisions		43
	Section 11.12	Publicity		44
	Section 11.13	Specific Performance		44
	Section 11.14	No Third Party Beneficiaries		44

Exhibits

Exhibit A Definitions and Defined Terms
Exhibit B Form of Bill of Sale
Exhibit C Form of Assignment and Assumption Agreement
Exhibit D Form of Power of Attorney
Exhibit E Form of Pharmacy Letter
Exhibit F Form of Trademark Assignment Agreement

Schedule 1 Contingent Facilities

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this Agreement) is made and entered into as of July 28, 2006 by and among Omnicare, Inc., a Delaware corporation (Purchaser), Standard Management Corporation, an Indiana corporation (Parent), and Rainier Home Health Care Pharmacy, Inc., Holland Compounding Pharmacy, Inc. and Holland Drug Store, Inc., each a Washington corporation and each an indirect wholly owned subsidiary of Parent (each a Seller and collectively Seller).

RECITALS:

WHEREAS, Seller is engaged in the business of (a) providing (i) pharmaceutical products, including, without limitation, prescription and non-prescription drugs, infusion medication and related medical products and pharmacy-related services, including, without limitation, consultant pharmacists, services to nursing homes, assisted living facilities and other long-term care facilities (collectively, Facilities) and (ii) durable medical equipment and respiratory equipment and supplies to Facilities and the retail public and (b) operating related compounding pharmacies (collectively, the Business); and

WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase, certain of the rights, properties and assets relating to the Business.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND DEFINED TERMS

Section 1.1 Definitions and Defined Terms. Unless the context otherwise requires or as otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in Exhibit A hereto.

ARTICLE II

PURCHASE OF ASSETS

Section 2.1 Purchase and Sale of Transferred Assets. On the terms and subject to the conditions set forth herein, at the Closing as described in Article V hereto, Seller shall, and Parent shall cause Seller to, sell, transfer, convey, assign and deliver to Purchaser (or one or more direct or indirect subsidiaries of Purchaser as Purchaser may designate), and Purchaser (or one or more designees of Purchaser) shall purchase and acquire from Seller, good and valid title to, and all rights and interests in, all of the rights, properties and assets used in or held for use in, necessary for or otherwise relating to the Business, other than the Excluded Assets (collectively, the Transferred Assets), free

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