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Title: |
Asset Sale Agreement |
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Date: |
2002 |
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Preview shows 5KB of 57KB total |
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$45 |
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#409480 |
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ASSET SALE AGREEMENT
Dated: 26 February 2002
BETWEEN
BIOA PTY LIMITED
AND
BIOTECHNOLOGY
AUSTRALIA PTY LIMITED
AND
ACCESS PHARMACEUTICALS AUSTRALIA PTY LIMITED
AND
ACCESS PHARMACEUTICALS, INC.
AND
HUMAN THERAPEUTICS LIMITED
DIBBS BARKER GOSLING
Lawyers
Level 8 123 Pitt Street
SYDNEY NSW 2000
DX 101 Sydney
Tel:+61 2 8233 9500
Fax:+61 2 8233 9555
Ref: GRC/JPR/3061160
{PAGE}
TABLE OF CONTENTS
1. DEFINITIONS AND INTERPRETATION 1
2. SALE OF ASSETS 6
3. PURCHASE CONSIDERATION 6
4. CONDUCT PENDING COMPLETION 7
5. TITLE AND POSSESSION 8
6. COMPLETION 8
7. EMPLOYEES 9
8. POST COMPLETION 10
9. VENDORS' WARRANTIES 12
10. MUTUAL REPRESENTATIONS AND WARRANTIES 13
11. LIMITATION OF LIABILITY 14
12. NO MERGER 16
13. NOTICES 16
14. COSTS 18
15. ENTIRE AGREEMENT 18
16. NO WAIVER 18
17. GOVERNING LAW AND JURISDICTION 18
18. COUNTERPARTS 18
19. GST 19
20. WITHHOLDING TAX 19
21. GUARANTEE 19
22. ASSIGNMENT 22
SCHEDULE 1 PLANT AND EQUIPMENT
SCHEDULE 2 INTELLECTUAL PROPERTY
SCHEDULE 3 EMPLOYEES
SCHEDULE 4 WARRANTIES
SCHEDULE 5 SCHEDULE OF EXCEPTIONS
SCHEDULE 6 ASSIGNMENT DEED
SCHEDULE 7 FORM OF WARRANT
{PAGE}
ASSET SALE AGREEMENT
THIS AGREEMENT dated 26 February 2002
BETWEEN BIOA PTY LIMITED (formerly known as BIOTECH
AUSTRALIA PTY LIMITED) ABN 52 003 804 984 ("BA") and
BIOTECHNOLOGY AUSTRALIA PTY LIMITED (to be known as
BlOB PTY LIMITED) ABN 32 001 521 866
("Biotech") each of 28 Barcoo Street, Roseville, NSW 2069
AND ACCESS PHARMACEUTICALS AUSTRALIA PTY
LIMITED ACN 099 593 898 of 23 Greenfield Avenue, Middle Cove,
NSW 2068 (the "Purchaser")
AND ACCESS PHARMACEUTICALS, INC. of 2600 Stemmons
Freeway, Suite 176, Dallas, TEXAS, 75207-2107, United States of
America ("AccessUSA")
AND HUMAN THERAPEUTICS LIMITED ABN 36 008 540 556 of
28 Barcoo Street, Roseville, NSW 2069 ("HTLA")
RECITALS
A. The Vendors are the legal and beneficial owners of the Assets.
B. The Vendors have agreed to sell and the Purchaser has agreed to
purchase the Assets on the terms and conditions contained in this
agreement.
C. AccessUSA has agreed to guarantee the performance by the
Purchaser of the Guaranteed Obligations under this agreement.
D. HTLA has agreed to guarantee the performance by the Vendors of
the Vendors' Obligations under this agreement.
OPERATIVE PROVISIONS
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this agreement, including the recitals, unless contrary to or
inconsistent with the context:
"Assignment Deed" means the deed of assignment and consent between
Biotech, BA, the Purchaser, AccessUSA and GroPep a copy of which
is attached as schedule 6.
"Accrued Entitlements" means accrued but unpaid annual leave, sick
leave and long service leave entitlements of the Employees as at
Completion.
"Assets" means:
(a) the Plant and Equipment; and
(b) the Intellectual Property,
{PAGE}
but no other assets or property of the Vendors.
"AMEX" means the American Stock Exchange.
"Authorised Officer" means a director or secretary of a Party or any
person appointed by a Party whose title or office includes the word
"manager", "executive" or "vice president" or a person performing the
functions of any of them and who has the power and authority to act on
behalf of such Party.
"Average Selling Price" means the volume weighted average selling
price for the shares of AccessUSA sold on market on AMEX during
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