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Document Preview Agreement for the Acquisition of Bionative AB |
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Title: |
Agreement for the Acquisition of Bionative AB |
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Entities: |
Syngenta AG; Viragen International, Inc.; Viragen, Inc.; Nasdaq Stock Market Inc. |
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Date: |
2001 |
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Size: |
Preview shows 7KB of 264KB total |
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Price: |
$66 |
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ID: |
#329853 |
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Start of Preview |
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DUNDAS & WILSON
ANDERSEN LEGAL
HAKAN BORG AND OTHERS
VIRAGEN (EUROPE) LIMITED
AND
VIRAGEN INC.
AGREEMENT FOR THE ACQUISITION OF BIONATIVE AB
DATED 28th SEPTEMBER 2001
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{S} {C}
CLAUSE
1 Definitions and interpretation 1
2 Sale and purchase of shares 7
3 Consideration 7
4 Deferred Consideration 8
5 Spin Off 10
6 Completion 10
7 Completion rights and obligations 11
8 Warranties 12
9 Compensation and Limitation of Vendors' Liability 15
10 Restrictive covenants 18
11 Confidentiality 18
12 Pensions 19
13 Tax covenant 19
14 Announcements 19
15 Further assurance 20
16 Time not of the essence 20
17 Notices 20
18 Assignment 22
19 Costs 22
20 Entire agreement 22
21 Variation 22
22 Survival of provisions 23
23 Invalidity 23
24 Waivers 23
25 Counterparts 23
26 Governing law 24
27 Service of process 24
SCHEDULES
1 Vendors' Names, Addresses and Shareholdings
2 The Company
3 The Subsidiaries
4 Completion Documents
5 Warranties
6 Intellectual Property Rights and Software
7 Employees
8 Tax Covenant
9 Properties
10 Purchaser's Warranties
{/TABLE}
{PAGE} 3
THIS AGREEMENT is made on 28 September 2001
AMONG:
(1) THE PERSONS whose names and addresses are set out in Schedule 1
(collectively the "VENDORS" and individually a "VENDOR").
(2) VIRAGEN (EUROPE) LIMITED, a company incorporated in the State of
Delaware (Internal Revenue Service Employer Identification Number
11-2788282) (the "PURCHASER").
(3) VIRAGEN INC, a company incorporated in the State of Delaware (Internal
Revenue Service Employer Identification Number 59-2101668) ("VRA").
RECITALS:
(A) BIONATIVE AB is a private limited company organised and existing under
the laws of Sweden (registered number 556253-7877) and having its
registered office at (Box 7979) Tvistevagen 48, 907 36 Umea, Sweden
(the "COMPANY") details of which are set out in Schedule 2.
(B) The Vendors are the legal and beneficial owners of, with full right to
transfer the legal and beneficial title to, the whole of the issued
share capital of the Company in the numbers shown opposite their
respective names in column 2 of Schedule 1.
(C) The Vendors have agreed to sell and the Purchaser has agreed to
purchase the whole of the issued share capital of the Company on the
terms and subject to the conditions of this Agreement.
THE PARTIES AGREE as follows:
1 DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, unless the context otherwise requires, the following
words and phrases have the meanings stated:
{TABLE}
{S} {C}
ACCOUNTS the audited balance sheet of the Company as
at, and the audited profit and loss account
and income statement of the Company for the
financial period ended on, the Accounts
Date, together with the notes to, and the
auditors' report on, those accounts, the
directors' report and all other documents or
statements annexed to or incorporated in
those accounts
ACCOUNTS DATE 31 December 2000
{/TABLE}
1
{PAGE} 4
{TABLE}
{S} {C}
ALFANATIVE AlfaNative(TM), the natural human
interferon-alpha which is obtained from the
leukocyte fraction of human blood following
induction with Sendai virus by the Company
and used for treatment of patients with
various indications including hairy cell
leukaemia and chronic myelogenous leukaemia
AMEX(R) the American Stock Exchange, a trading name
of The American Stock Exchange LLC
BUSINESS DAY 9am to 5pm on any day (other than a
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