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Title: |
Asset Purchase Agreement |
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Entities: |
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Date: |
2005 |
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Preview shows 5KB of 116KB total |
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Price: |
$54 |
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ID: |
#883618 |
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<SEQUENCE>2
<FILENAME>e500533_ex2-1.txt
<DESCRIPTION>ASSET PURCHASE AGREEMENT DATED 2/25/05
<TEXT>
Confidential
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered
into this 25th day of February, 2005 by and between ICU Medical, Inc., a
Delaware corporation ("Buyer") and Hospira, Inc., a Delaware corporation
("Seller").
RECITALS
A. Seller is in the business (among others) of designing,
manufacturing, selling and distributing SLC Products (as defined herein), which
are manufactured at the Facility.
B. Seller desires to sell, assign and transfer to Buyer, and Buyer
desires to purchase and acquire from Seller, Seller's right, title and interest
to and in substantially all of the tangible assets and properties located at the
Facility, including assets used in the manufacture of Seller's SLC Products.
C. Simultaneously with the closing of the transactions contemplated
by this Agreement, the parties desire to enter into, or cause one or more of
their Affiliates to enter into, the following agreements (as listed in Schedule
3.2 of this Agreement): (i) Transition Services Agreement; (ii) MCDA; and (iii)
Real Estate Purchase Agreement (each as defined herein).
Accordingly, in consideration of the foregoing and the following
representations, warranties, covenants and agreements, and intending to be
legally bound hereby, the parties agree as follows:
AGREEMENT
1. DEFINITIONS AND RULES OF CONSTRUCTION
1.1 Definitions. The terms listed in this Section 1 shall have the
meanings specified or referred to below for all purposes of this Agreement:
"510(k) Registrations" - as defined in the MCDA.
"Accounting Firm" - as defined in Section 2.4(b)(v).
"Acquired Assets" - as defined in Section 2.1.
"Additional Payment" - as defined in Exhibit 2.10.
"Affiliate" - of any Person means another Person that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, such first Person. For purposes of this
definition, "control" as applied to any Person means the possession, directly or
<PAGE>
Confidential
indirectly, of the power to direct or cause the direction of the management and
policies of that Person, whether through the ownership of voting securities, by
contract, or otherwise.
"Agreement" - as defined in the preamble.
"Amended Disclosure Schedule" - means the Disclosure Schedule, as
updated pursuant to Section 6.14.
"Assumed Obligations" - as defined in Section 2.5.
"Benefit Plan" - means (i) each "employee benefit plan," as such
term is defined in Section 3(3) of ERISA, (ii) each plan that would be an
employee benefit plan if it were subject to ERISA, such as foreign plans and
plans for directors, (iii) each stock bonus, stock ownership, stock option,
stock purchase, stock appreciation rights, phantom stock, or other stock plan
(whether qualified or nonqualified), (iv) each bonus, deferred compensation,
incentive compensation or severance plan, and (v) each personal, vacation,
holiday, severance and sick or other leave policy.
"Buyer" - as defined in the preamble.
"Buyer Indemnitees" - as defined in Section 8.2.
"Buyer's Allocation Schedule" - as defined in Schedule 2.8.
"Buyer's Consideration" - as defined in Schedule 2.8.
"Buyer's Representatives" - as defined in Section 6.2.
"CERCLA" - as defined in the definition of Environmental Law.
"CERCLIS" - as defined in Section 4.23(d).
"cGMP" - as defined in Section 4.16(c).
"Closing" - as defined in Section 3.1.
"Closing Date" - as defined in Section 3.1.
"Closing FTA Statement" - as defined in Section 2.4(b)(iii).
"Closing Raw Materials and WIP Statement" - as defined in Section
2.4(b)(iii).
2
<PAGE>
Confidential
"Code" - means the U.S. Internal Revenue Code of 1986, as amended,
and any rules and regulations promulgated thereunder.
"Confidential Information" -means (i) any and all technical data,
information, materials, trade secrets and other know-how currently owned by or
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