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Title:

Asset Purchase Agreement

Entities:

Pioneer Hi Bred International Inc.; Tapestry Pharmaceuticals, Inc.; Venture Law Group

Date:

2003

Size:

Preview shows 51KB of 144KB total

Price:

$62

ID:

#328371

Start of Preview

Page

1. Definitions

1

2. Basic Transaction

8

(a) Purchase and Sale of Assets

8

(b) Assumption of Liabilities

8

(c) Purchase Price

8

(d) First Closing

8

(e) Deliveries at First Closing

9

(f) Second Closing

9

(g) Prorations

9

(h) Procedures for Assets Not Transferred

9

(i) Procedures for Invalid Partial Assignments

10

(j) Sales and Transfer Taxes

10

(k) Allocation

10

(l) Risk of Loss

10

3. Sellers Representations and Warranties

10

(a) Organization of Seller

11

(b) Authorization of Transaction

11

(c) Noncontravention

11

(d) Brokers Fees

11

(e) Title to Assets; Sufficiency of Assets

11

(f) Financial Statements

12

(g) Events Subsequent to July 31, 2002

13

(h) Undisclosed Liabilities

15

(i) Legal Compliance

15

(j) Tax Matters

15

(k) Intellectual Property

16

(l) Inventory

18

(m) Contracts

18

(n) Notes and Accounts Receivable

18

(o) Powers of Attorney

19

(p) Insurance

19

(q) Litigation

19

(r) Product Warranty

19

(s) Product Liability

19

(t) Employees

19

(u) Employee Benefits

20

(v) Certain Business Relationships With Seller

20

(w) Customers and Suppliers

20

(x) Regulatory Matters

21

(y) Solvency

22

(z) Disclosure

22

4. Buyers Representations and Warranties

22

(a) Organization of Buyer

22

(b) Authorization of Transaction

22

(c) Noncontravention

23

(d) Brokers Fees

23

Page

(e) Financing

23

5. Conditions to Obligation to Close at First Closing

23

(a) Conditions to Buyers Obligation

23

(b) Conditions to Sellers Obligation

25

6. Conditions to Obligation to Close at Second Closing

25

(a) Conditions to Buyers Obligation

25

7. Remedies for Breaches of This Agreement

26

(a) Survival of Representations and Warranties

26

(b) Indemnification Provisions for Benefit of Buyer

26

(c) Indemnification Provisions for Benefit of Seller

27

(d) Indemnification Claims

28

(e) Limitation on Remedies

30

(f) Losses Threshold

30

(g) Maximum Indemnification Amount

30

(h) Bulk Sales Compliance

30

8. Termination

31

(a) Termination of Agreement

31

(b) Effect of Termination

31

9. Post-Closing Covenants

31

(a) Daikin Patents

31

(b) Technology Transfer Services

31

(c) Employees and Employee Benefits

32

(d) Confidentiality

33

(e) Non-Competition

33

(f) Amendment of Invitrogen and Pioneer Licenses

34

(g) Further Assurances

34

10. Miscellaneous

34

(a) Press Releases and Public Announcements

35

(b) No Third-Party Beneficiaries

35

(c) Entire Agreement

35

(d) Succession and Assignment

35

(e) Counterparts

35

(f) Headings

35

(g) Notices

35

(h) Governing Law

36

(i) Amendments and Waivers

36

(j) Severability

36

(k) Expenses

36

(l) Construction

37

(m) Incorporation of Annexes, Exhibits and the Disclosure Schedules

37

(n) Specific Performance

37

(o) Submission to Jurisdiction

37

(p) Governing Language

38

End of Preview