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Title: |
Share Purchase Agreement |
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Entities: |
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Date: |
2002 |
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Size: |
Preview shows 5KB of 95KB total |
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Price: |
$51 |
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ID: |
#281059 |
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SHARE PURCHASE AGREEMENT
CROMEDICA INTERNATIONAL INC.
AND
IMMUNE NETWORK LTD.
TABLE OF CONTENTS
ARTICLE I - INTERPRETATION page 1
1.1 Definitions page 1
1.2 Schedules page 5
1.3 Division, Headings, Index page 6
1.4 Gender and Number page 6
1.5 Currency page 6
ARTICLE 2 - PURCHASED SHARES AND CONSIDERATION page 6
2.1 Purchase page 6
ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF THE VENDOR page 6
3.1 Corporate Status and Authority page 6
3.2 Share Capital page 7
3.3 Assets page 8
3.4 Business Operations page 10
3.5 Financial page 11
3.6 Banking page 13
3.7 Insurance page 13
3.8 Environmental page 14
3.9 Tax Matters page 15
3.10 Employee Matters page 17
3.11 Litigation and Claim page 17
3.12 Contracts and Commitments page 18
3.13 Effect of this Transaction page 19
3.14 Vendor page 19
3.15 Intellectual Property page 20
ARTICLE 4 - REPRESENTATIONS AND WARRANTIES, OF THE PURCHASER page 21
4.1 Representations and Warranties of the Purchaser page 21
ARTICLE 5 - CLOSING page 21
5.1 Conditions of Closing in Favour of the Purchaser page 21
5.2 Conditions of Closing in Favour of the Vendor page 24
5.3 Date and Place page 25
5.4 Delivery of Documents by the Vendor page 25
5.5 Delivery of Documents by the Purchaser page 25
ARTICLE 6 - SUPPLEMENTAL COVENANTS page 25
6.1 Access to the Company page 25
6.2 Conduct Prior to Closing page 25
6.3 Consents page 26
6.4 Cancellation of Debenture Payment page 26
6.5 Clinical Trial Agreement page 26
6.6 Extent and Effect of Amendments page 28
6.7 Office Space page 28
6.8 Investment Opportunities page 28
6.9 Remedies for Breach page 28
6.10 Further Covenants of the Purchaser page 29
ARTICLE 7 - LIABILITY AND INDEMNITY page 29
7.1 Indemnification by the Vendor page 29
7.2 Indemnification by the Purchaser page 29
7.3 Survival page 30
7.4 Indemnification Procedure page 30
7.5 Subrogation page 30
ARTICLE 8 - GENERAL MATTERS page 31
8.1 Governing Law page 31
8.2 Entire Agreement page 31
8.3 Amendment page 31
8.4 Successors and Assigns page 31
8.5 Permitted Assigns page 31
8.6 Public Notices page 31
8.7 Confidential Information page 31
8.8 Non-Waiver page 32
8.9 Expenses page 32
8.10 Notice page 32
8.11 Time of the Essence page 33
8.12 Further Assurances page 33
8.13 Extension of Indemnities page 33
8.14 Counterparts page 33
SHARE PURCHASE AGREEMENT
THIS AGREEMENT signed this 17th day of July and dated for reference as of June 30, 2001,
BETWEEN:
CROMEDICA INTERNATIONAL INC., a corporation
incorporated under the laws of Canada
(the "Purchaser")
AND:
IMMUNE NETWORK LTD., a corporation
incorporated under the laws of British Columbia
(the "Vendor")
BACKGROUND:
A. BC Research Inc. ("BCR") is a corporation organized and existing under the, laws of British Columbia;
B. The Vendor owns 7,532,021 common shares in the capital of BCR representing approximately two-thirds of the issued and outstanding shares in- the capital of BCR; and
C. The Vendor wishes to sell all of the shares in the capital of BCR owned by it, and the Purchaser wishes to purchase such shares and thereby acquire and own a two-thirds majority interest of the issued and outstanding shares in BCR.
NOW THEREFORE, in consideration of the mutual covenants herein after set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
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