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Asset Purchase Agreement

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Title:

Asset Purchase Agreement

Entities:

Advanced Medical Optics, Inc.; Inyx Inc

Date:

2006

Size:

26KB total

Price:

$36

ID:

#2428188

► Purchase & Sale ► Purchase ► Asset Purchase Agreements
► Healthcare ► Medical Equipment & Supplies

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement is entered into as of August 3, 2006, between Inyx, Inc., a Nevada corporation or its nominee ("Buyer"), and Advanced Medical Optics, Inc., a Delaware corporation, on behalf of itself and its subsidiaries (collectively, "Seller").

R E C I T A L S

WHEREAS, Seller owns certain assets more particularly described in this Agreement, used by it in the Sellers business (the Business) of selling the eye care products listed in Schedule 1 to this Agreement (the Products); and

WHEREAS, Seller desires to sell, and Buyer desires to buy, those assets and Buyer is willing to assume certain specific obligations and liabilities, for the consideration and on the terms and conditions described herein.

A G R E E M E N T

In consideration of the mutual promises contained herein and intending to be legally bound, the parties agree as follows:

ARTICLE 1

PURCHASE AND SALE OF ASSETS

1.1

Transfer of Assets. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined herein), Seller will sell to Buyer, and Buyer will purchase from Seller, all of Seller's right, title and interest in and to all of the following assets, which are used in or are related to the Business (the "Assets"). The Assets include only the following:

1.1.1

Inventory. All inventory of the Products at all locations world wide, including inventory at third party logistics sites (including finished goods, work-in-process and raw materials and returned Product; collectively, the "Inventory"), a list of which as of July 25, 2006 is set forth in Schedule 1.1.1;

1.1.2

Intellectual Property. Sellers interest in the following assets listed in Schedule 1.1.2, as well as the good will associated therewith, in each case as used solely in the Business (collectively, the Intellectual Property): patents, trademarks and trade names, trademark and trade name registrations, service marks and service mark registrations, copyrights and copyright registrations, the applications therefor and the licenses with respect thereto, and the manufacturing formulae, specifications, processes, artwork, proprietary molds and similar proprietary equipment but specifically excluding all Advanced Medical Optics and AMO marks, including any and all trademarks or service marks, trade names, slogans or other like property which includes the name Advanced Medical Optics or AMO, or any derivative thereof and Seller's logo or any derivative thereof;

CONFIDENTIAL TREATMENT

1.1.3

Sales, Marketing and Promotion Materials. All of Seller's historical and current sales data material and information, customer lists, wholesaler lists, distribution lists, supplier lists, mailing lists, catalogues, brochures, sales literature, promotional marketing material, advertising material and other selling material pertaining to the Products, including without limitation all market research, competitive intelligence and promotional material, in each case solely related to the Business;

1.1.4

Books and Records. All books and records and all files, documents, papers and agreements (including, but not limited to, those contained in computerized storage media) pertaining to the Assets, the Assumed Liabilities or otherwise to the Business (other than Sellers corporate books and records), subject to Seller retaining copies of the same, if and as it so chooses;

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