|
|
|
|
Document Preview Agreement for Purchase and Sale of Assets |
|
|
|
|
|
Click "Add to Cart" button to purchase document. |
|
|
|
|
|
Title: |
Agreement for Purchase and Sale of Assets |
|
Entities: |
|
|
Date: |
2001 |
|
Size: |
Preview shows 12KB of 76KB total |
|
Price: |
$51 |
|
ID: |
#281715 |
|
|
|
|
|
|
|
Start of Preview |
|
AGREEMENT
FOR
PURCHASE AND SALE
OF ASSETS RELATING TO
AVC(TM) PRODUCT LINE
BY AND BETWEEN
NOVAVAX, INC.
AND
KING PHARMACEUTICALS, INC.
================================================================================
{PAGE} 2
TABLE OF CONTENTS
ARTICLE 1 CONVEYANCE OF ASSETS; OTHER AGREEMENTS..........................1
1.01 Assets to be Conveyed.........................................1
1.02 Purchase Price................................................2
1.03 Payment.......................................................2
1.04 Existing Inventory of Products................................2
1.05 Closing.......................................................2
1.06 Delivery of Documents.........................................3
1.07 Conveyance of Assets and Inventory............................3
1.08 Scope of Novavax's Rights.....................................3
1.09 Supply Agreement..............................................5
1.10 Taxes.........................................................5
1.11 Assumed Liabilities...........................................6
1.12 Access to Information.........................................6
ARTICLE 2 ACCOUNTS RECEIVABLE AND RETURNED GOODS..........................6
2.01 Pre-closing Accounts Receivable...............................6
2.02 Post-closing Accounts Receivable..............................6
2.03 Returned Goods................................................7
2.04 Contingent Payment............................................7
ARTICLE 3 REGULATORY MATTERS..............................................8
3.01 Filings With FDA Regarding Transfer of NDAs...................8
3.02 Responsibility for the Products...............................8
3.03 FDA Annual Reports and Adverse Event Report...................9
3.04 Regulatory and Medical Affairs................................9
3.05 Rebates for Amounts Paid Under Government Programs............9
3.06 Non-territory New Drug Applications and Sales.................9
ARTICLE 4 REPRESENTATIONS AND WARRANTIES.................................10
4.01 Representations and Warranties of King.......................10
4.02 Representations and Warranties of Novavax....................13
4.03 Survival of Representations and Warranties...................15
4.04 Certain Limitations..........................................15
ARTICLE 5 INDEMNIFICATION................................................15
5.01 Indemnification by King......................................15
5.02 Indemnification by Novavax...................................16
5.03 Payments.....................................................17
5.04 Conduct of Litigation........................................17
ARTICLE 6 MISCELLANEOUS..................................................18
6.01 Entire Agreement.............................................18
6.02 Counterparts.................................................18
6.03 Brokerage and Other Commissions..............................18
{PAGE} 3
6.04 Notices......................................................18
6.05 Assignment...................................................19
6.06 Governing Law................................................20
6.07 Headings.....................................................20
6.08 Expenses.....................................................20
6.09 Successors and Assigns.......................................20
6.10 Agreement to Take Necessary and Desirable Actions............20
6.11 No Implied Waiver............................................20
6.12 Force Majeure................................................20
6.13 Confidentiality..............................................21
6.14 Relationship.................................................21
6.15 Severability.................................................21
6.16 Press Release................................................21
6.17 Affiliates...................................................21
6.18 Waiver of Bulk Sales.........................................22
6.19 Exhibits and Schedules.......................................22
6.20 Interpretation...............................................22
SCHEDULES
---------
Schedule 1 List of Products
Schedule 1.01(a) Tradenames
Schedule 1.01(b) Description of Know-How
Schedule 1.01(c) Regulatory Approvals and Filings
Schedule 1.03 Wiring Instructions to King Pharmaceuticals, Inc.
Schedule 1.04 Inventory and Expiration Dates
Schedule 1.07 Liens, Claims, Charges, Encumbrances and Restrictions on the
Assets and the Inventory
Schedule 4.01(k) Form 483s, Warning Letters, Etc.
Schedule 4.01(n) Suppliers
EXHIBITS
--------
Exhibit A - Bill of Sale
{PAGE} 4
AGREEMENT
THIS AGREEMENT, is dated and entered into as of January 8, 2001 (this
"Agreement"), between NOVAVAX, INC., a corporation organized and existing under
the laws of the State of Delaware, having a principal place of business at 8320
Guilford Road, Columbia MD 21046 ("NOVAVAX") and KING PHARMACEUTICALS, INC., a
corporation organized and existing under the laws of the State of Tennessee,
having a principal place of business at 501 Fifth Street, Bristol, Tennessee
37620 ("KING").
W I T N E S S E T H:
WHEREAS, KING desires to sell to NOVAVAX, and NOVAVAX desires to
purchase from KING, certain assets relating to KING's pharmaceutical products in
the Territory (as hereinafter defined) marketed under the tradename AVC(TM)
listed on SCHEDULE 1 attached hereto (collectively, the "Product" or
"Products"), on the terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and other good and valuable consideration, the receipt and
legal sufficiency of which are hereby mutually acknowledged, KING and NOVAVAX
hereby covenant, contract, and agree as follows:
ARTICLE 1
CONVEYANCE OF ASSETS; OTHER AGREEMENTS
1.01 ASSETS TO BE CONVEYED.
On the Closing Date (as defined below), and subject to the terms and
conditions of this Agreement (including, without limitation, the provisions of
SECTION 1.08 hereof), KING will sell, assign, convey, transfer, and deliver to
NOVAVAX, and NOVAVAX will purchase and accept from KING, the following:
(a) All of KING's right, title, and interest in the United States of
America, its territories and possessions (the "Territory"), in and to the
tradename set forth on SCHEDULE 1.01(a) attached hereto (the "Tradename"),
together with the goodwill of the business symbolized by the Tradename in the
Territory;
(b) The know-how set forth on SCHEDULE 1.01(b) attached hereto relating
to the production, manufacturing, packaging, release, validation, and stability
of the Products for use by NOVAVAX in the Territory (the "Know-How");
(c) Subject to the provisions of SECTION 3.06 hereof, all of KING's
right, title, and interest in the Territory in and to the new drug application
for the Product set forth on SCHEDULE 1.01(c) attached hereto (the "NDA"),
including supplements, records, and reports that are required to be kept under
21 C.F.R. ss. 314.81 (or under any comparable regulation applicable
{PAGE} 5
to an abbreviated antibiotic drug application), whether issued or pending
together with correspondence to or from the United States Food and Drug
Administration (the "FDA") which relates exclusively to the Product; and
(d) The tradedress, if any, associated with the Products in the
Territory, excluding any corporate or division name of KING or any of its
Affiliates (as defined below), any logo of KING or its Affiliates, and any
tradename (other than the Tradename) of KING or any of its Affiliates (the
"Tradedress").
All of the assets described in Sections 1.01(a) - (d) are hereinafter
sometimes referred to collectively as the "Assets."
1.02 PURCHASE PRICE.
The purchase price for the Assets (the "Purchase Price") shall be Three
Million Three Hundred Thirty-Two Thousand Dollars ($3,332,000).
1.03 PAYMENT.
The Purchase Price shall be paid to KING by NOVAVAX by wire transfer of
immediately available funds to the account specified in SCHEDULE 1.03 attached
hereto at the Closing (as defined below).
1.04 EXISTING INVENTORY OF PRODUCTS.
On the Closing Date, KING will sell, assign, convey, and transfer to
NOVAVAX, and NOVAVAX will purchase and accept from KING, all of KING's finished
goods inventory of the Products with expiration dates more than nine (9) months
from the Closing Date, as set forth on SCHEDULE 1.04 attached hereto (the
"Inventory"). The purchase price for the Inventory shall be equal to the book
value of the Inventory as of the Closing Date, as reflected on KING's books and
records, and shall be paid by NOVAVAX to KING ten (10) days after the Closing by
wire transfer of immediately available funds to the account specified in
SCHEDULE 1.03. KING will complete shipping of the Inventory within ten (10)
business days after the Closing Date. All Inventory will be shipped at NOVAVAX's
expense to NOVAVAX's facilities in Maryland Heights, Missouri or such other
locations as the parties may mutually agree via a carrier designated by NOVAVAX.
KING shall bear the risk of loss to the Inventory until the Inventory has been
delivered to the carrier designated by NOVAVAX. Thereafter NOVAVAX shall bear
the risk of loss to the Inventory. KING will provide to NOVAVAX within ten (10)
days of shipment of the Inventory, KING's standard certificate of analysis for
each batch of Product shipped.
1.05 CLOSING.
The closing of the transactions provided for in this Agreement (the
"Closing") shall take place on January 8, 2001, or on such other date as KING
and NOVAVAX may agree in writing
|
End of Preview |
Home Intelligence Services Subscriptions News About Us