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Title: |
Asset Purchase Agreement |
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Date: |
2001 |
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Preview shows 6KB of 220KB total |
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Price: |
$62 |
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ID: |
#939749 |
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ASSET PURCHASE AGREEMENT
by and between
HORIZON MEDICAL PRODUCTS, INC.
and
IDEAS FOR MEDICINE, INC.
October 9, 2000
================================================================================
<PAGE>
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of October 9,
2000 by and between HORIZON MEDICAL PRODUCTS, INC., a Georgia corporation
("Horizon"), and IDEAS FOR MEDICINE, INC., a Florida corporation ("IFM").
W I T N E S S E T H:
WHEREAS, IFM is a wholly-owned subsidiary of CryoLife, Inc., a Florida
corporation ("CryoLife"), and is in the medical device manufacturing business
(the "Business");
WHEREAS, Horizon and IFM previously entered into that certain purchase
agreement, dated as of May 19, 1998 (the "First Purchase Agreement"), pursuant
to which Horizon purchased certain assets of IFM;
WHEREAS, Horizon and IFM previously entered into that certain purchase
agreement, dated as of September 30, 1998 (the "Second Purchase Agreement"),
pursuant to which Horizon purchased certain additional assets of IFM; and
WHEREAS, Horizon wishes to acquire substantially all of the remaining
assets of IFM, and IFM wishes to sell such assets, all on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and for other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, Horizon and IFM agree
as follows:
1. Purchase and Sale of Assets; Assumed Liabilities.
1.1 Purchase and Sale of Assets. On the Closing Date (as hereinafter
defined), upon and subject to the terms and conditions of this Agreement, IFM
shall sell, transfer, assign, convey, and deliver to Horizon, and Horizon shall
purchase and acquire from IFM all right, title and interest of IFM in and to all
of the assets, properties and rights of IFM, of every kind and description,
personal and mixed, tangible and intangible, wherever situated, except for the
Excluded Assets (as defined in Section 1.4) (collectively, the "Purchased
Assets"), free and clear of all mortgages, liens, pledges, security interests,
charges, claims, restrictions and encumbrances of any nature whatsoever, except
for the Assumed Liabilities (as defined in Section 1.7). The Purchased Assets
shall not include any assets previously purchased by Horizon pursuant to the
First Purchase Agreement or the Second Purchase Agreement.
1.2 Purchased Assets. Except as otherwise expressly set forth in
Section 1.4 hereof, the Purchased Assets shall include, without limitation, the
following assets, properties and rights of IFM:
(a) All of IFM's right, title and interest in and to its fixed assets,
as further described in Schedule 1.2(a) hereto, including, without
<PAGE>
limitation, all production equipment, office equipment, dies, drawings and
other equipment used in the production, manufacture, sale, marketing or
distribution of products (the "Fixed Assets");
(b) All of IFM's right, title and interest in and to (1) all finished
goods inventory as of the close of business on the Closing Date, including,
without limitation, the items set forth on Schedule 1.2(b)(1) hereto, and
all containers and other packaging materials associated with such finished
goods inventory (the "Finished Goods Inventory"); and (2) all other
inventory, as further described in Schedule 1.2(b)(2) hereto, including,
without limitation, raw materials and work in process, whether located at
IFM's or CryoLife's facilities, in route to the sterilizer or other outside
vendors, or elsewhere (the "Other Inventory," and together with the
Finished Goods Inventory, collectively, the "Inventory").
(c) All leasehold improvements, as further described in Schedule
1.2(c) hereto, including, without limitation, clean rooms and air handling
equipment;
(d) All of IFM's right, title and interest in and to all United States
and foreign patents, patent application, tradenames, trademarks,
copyrights, trade dress, logos, business and product names, slogans,
inventions, trade secrets, industrial models, formulas, processes, designs,
confidential and technical information, manufacturing, engineering and
technical drawings, product specifications, know-how and all other material
intangible property and intellectual property rights to or similar to and
registrations and applications for registration relating to any of the
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