Exhibit 10.1
POST-CLOSING PROPERTY ACCESS AGREEMENT
THIS POST-CLOSING PROPERTY ACCESS AGREEMENT, dated September 1, 2006,
but intended to be effective as of (and expressly conditioned on) the Closing
(as defined herein), is between Neose Technologies, Inc. ("Neose") and Auxilium
Pharmaceuticals, Inc. ("Auxilium") relating to the property located at 000
Xxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxx (the "Property").
BACKGROUND
Neose is the current owner of the Property, and Auxilium desires to
become the lessee of the Property upon its sale to ARE-PA Region No. 6, LLC
("Alexandria"). Simultaneously with the execution hereof, Neose and Alexandria
have entered into a Purchase and Sale Agreement and Joint Escrow Instructions
("Agreement of Sale") for the sale and purchase of the Property, and Auxilium
and Alexandria have entered into a Lease (the "Lease") for the lease of the
Property.
The parties anticipate the closing on the sale of the Property
pursuant to the Agreement of Sale will occur on or about August 31, 2006 (the
"Closing"). Pursuant to a Pre-Closing Property Access Agreement of even date
herewith ("Pre-Closing Agreement") between Auxilium and Neose, Neose has agreed
to permit Auxilium to enter the Property and to commence making certain
alterations and improvements thereto prior to the date of Closing. In addition,
Neose has requested and Auxilium has agreed that, following the Closing, Neose
shall be permitted to remain in occupancy of certain portions of the Property
and that Neose and Auxilium shall share certain facilities within the Property
in accordance with the terms and conditions of this Agreement.
TERMS
In consideration of the mutual promises and covenants contained herein
and intending to be legally bound hereby, the parties agree as follows:
1. NEOSE ACCESS.
1.1.Spaces. Upon Closing and consummation of the Lease, Auxilium
hereby gives to Neose from the date of the Closing through February 28,
2007: (a) the exclusive right to use and occupy the laboratory and office
areas of the Property designated as Neose Space in Schedule 1.1 ("Neose
Space"), (b) the non-exclusive right in common with Auxilium to use and
occupy the areas of the Property designated as Shared Space in Schedule 1.1
("Shared Space"), (c) the non-exclusive right in common with Auxilium to
use the Property's parking lot reasonably sufficient to accommodate Neose's
access hereunder ("Parking Space"), (d) the non-exclusive right in common
with Auxilium to use all corridors and other means of access to the Neose
Space, the Shared Space and the Parking Space (together with the Neose
Space, the Shared Space and the Parking Space, the "Spaces") and (e) the
non-exclusive right in common with Auxilium to use the fax machines and
copiers conveyed to Alexandria pursuant to the Agreement of Sale, and which
are being leased by Alexandria to Auxilium
pursuant to the Lease. The foregoing rights to use and occupy the Spaces
shall be free of any and all charges. Each party agrees that access to the
Shared Space by both parties may require schedules to be coordinated and/or
changed from time to time to enable each party to carry out its regular
business objective. Neose and Auxilium shall endeavor to have a working
schedule in place by the Closing. Each party agrees that it shall provide
notice to the other as soon as it is determined that a reasonable change to
an agreed schedule is required. All schedules and reasonable changes to
existing schedules shall be coordinated through the Representatives
described below. The Spaces will be made available to Neose on an "As-Is,
Where-Is" basis, without representation or warranty of any kind and Neose
expressly accepts the Spaces on such basis.
1.2.Compliance. Neose will use reasonable commercial efforts to ensure
that neither Neose's access to the Property, the occupancy of the Spaces,
nor the conduct of its operations will interfere with Auxilium's operations
at the Property or cause any harm or destruction to or contamination of the
Property. Auxilium will use reasonable commercial efforts to ensure that
Neose will have the right of quiet enjoyment of the Spaces and will be able
to conduct its operations. Neose's use and occupancy of the Property shall
at all times comply with all applicable laws, regulations, ordinances,
safety requirements and SOPs of Auxilium ("Laws and Requirements").
Auxilium and Neose will comply with all procedures agreed upon by the
parties.
1.3.Alterations. Neose shall not make any installations, improvements,
additions, alterations, or attachments to the Spaces without the prior
consent of Auxilium, such consent not to be unreasonably withheld or
delayed. Neose, at its sole cost and expense, shall immediately repair any
damage caused to the Spaces by Neose, its employees, invitees or
contractors following the Closing.
1.4.Calibrations. Between the Closing and September 15, 2006, Neose
and its calibration vendor, Integrated Service Solutions, shall have the
right of access to the pilot plant, upon reasonable notice and during
normal business hours, for the purpose of executing terminal calibrations
and other calibrations due on Conveyed Equipment.
2. COOPERATION.
2.1.Cooperation. Neose and Auxilium shall cooperate with each other in
order to agree upon and implement such reasonable procedures and reasonable
protocol as are reasonably necessary to ensure the safety of each other's
personnel and to ensure noninterference with each party's business
operations. It is understood that, during the period of this Agreement,
certain equipment designated as Shared Equipment in Schedule 2.1 will be
shared by the parties. The parties agree to cooperate with each other with
respect to the use of the Shared Equipment and any issues with respect to
the use of the Shared Equipment shall be referred to the Working Committee
(as defined below). It is also understood that, until Neose vacates the
Property, Auxilium shall have the right to use up to fifty (50) lines of
the existing telephone system serving the Property.
2.2.Facility Employees. Neose and Auxilium agree that the facility
employees listed in Schedule 2.2 (each a "Facility Employee") shall,
regardless of which party employs them,
-2-
continue to work together in an integrated manner to perform their current
job duties of maintaining the Property for the benefit of both Neose and
Auxilium and the Property, 000 Xxxxxx Xxxx, and 000 Xxxx Xxxx, Xxxxxxx, XX.
During the thirty-day period commencing on the date of Closing, to the
extent he remains an employee of Neose, Neose will, upon reasonable notice
and subject to his availability, make Xxxxx Xxxxxx available to Auxilium to
answer questions and otherwise provide information about the use of the
Property, up to an aggregate maximum of 20 hours.
2.3.Working Committee. Neose and Auxilium hereby establish a working
committee ("Working Committee"), which shall be responsible for the
cooperation necessary to allow Auxilium and Neose to protect their
employees and conduct their operations to manage the Facility Employees,
and for communication and resolution of issues between the parties. The
Working Committee shall consist of two representatives who will be
authorized to act for the parties hereunder (respectively, "Neose's
Representatives" and "Auxilium's Representatives", and together, the
"Representatives"). The Representatives shall be available to attend
regularly scheduled and special meetings with each other in person or by
conference call. It is expected that regular meetings will be held weekly
and may also be attended by employees or representatives of either party
other than the Representatives.
2.4.Appointment of Representatives. Auxilium's Representatives will be
Ben Del Tito and Xxxxxxx Xxxxx, and Neose's Representatives will be Xxxxx
Xxxxx and Xxxx Xxxxxx. Each Party may remove and replace its
Representatives on the Working Committee at any time, without cause, upon
written notice to the other Party. Each party's Representatives shall have
the authority to act on such party's behalf at all times and with respect
to issues relating to this Agreement.
2.5.Dispute. In the event the Working Committee shall fail to mutually
resolve any matter it is responsible for hereunder, Neose and Auxilium
agree to submit such matter to the senior management of each party for
mutual resolution. In the event the senior management shall fail to
mutually resolve such matter, Neose and Auxilium agree to submit such
matter pursuant to the Expedited Procedures provisions of the Arbitration
Rules for the Real Estate Industry of the AAA (presently Rules 56 through
60); provided, however, that with respect to any such arbitration, (i) the
list of arbitrators referred to in Rule 57 shall be returned within five
(5) business days from the date of mailing, (ii) the parties shall notify
the AAA, by telephone of any objections to the arbitrator appointed, within
four (4) days after such appointment, and will have no right to object if
the arbitrator so appointed was on the list submitted by the AAA and was
not objected to in accordance with Rule 57, (iii) the notice of hearing
referred to in Rule 58 shall be four (4) days in advance of the hearing,
(iv) the hearing shall be held within seven (7) days after the appointment
of the arbitrator, and (v) the arbitrator shall have no right to award
damages.
3. INSURANCE.
3.1. Neose shall, at its expense, maintain or cause its contractors to
maintain during the period of access hereunder commercial general liability
insurance, including contractual liability insurance and property damage
insurance under policies issued by insurers licensed to conduct business in
the state wherein the Property is located, with per
-3-
occurrence limits of not less than $5 Million for bodily injury, or death
and damage to or destruction of property (including the loss of use
thereof), $5 Million combined aggregate, and workers' compensation at
statutory limits. Such policies shall name Auxilium, Alexandria, Alexandria
Real Estate Equities, Inc., and its and their respective officers,
directors, members, and employees as additional insureds. Neose shall
deliver to Auxilium and Alexandria certificates of insurance evidencing
such coverage prior to entering upon the Property. Such certificates shall
contain a provision that same shall not be cancelled or the coverage
materially altered without first giving at least thirty days' prior written
notice to Auxilium and Alexandria.
3.2. Any policy or policies of fire, extended coverage or similar
property insurance, which either party obtains in connection with the
Property, shall include a clause or endorsement denying the insurer any
rights of subrogation against the other party for all perils covered by
such policy. Any provision of this Agreement to the contrary
notwithstanding, Neose and Auxilium hereby release the other from any and
all liability or responsibility to the other or anyone claiming through or
under them by way of subrogation or otherwise (a) from any and all
liability for any loss or damage to the property of the releasing party,
(b) for any loss or damage that may result, directly or indirectly, from
the loss or damage to such property (including rental value and business
interruption), and (c) from legal liability for any loss or damage to
property (no matter who the owner of the property may be), all to the
extent that the releasing party's loss or damage is insured or, if not
insured, was insurable under commercially available "special form" property
insurance policies, including additional coverages typically obtained by
owners and users of comparable facilities, even if such loss or damage or
legal liability shall be caused by or result from the fault or negligence
of the other party or anyone for whom such party may be responsible and
even if the releasing party is self-insured in whole or in part or the
amount of the releasing party's insurance is inadequate to cover the loss
or damage or legal liability. It is the intention of the parties that Neose
and Auxilium shall look solely to their respective insurance carriers for
recovery against any such property loss or damage or legal liability,
without such insurance carriers having any rights of subrogation against
the other party.
4. INDEPENDENT CONTRACTORS. Neose and Auxilium are independent contractors
hereunder and, except as otherwise provided herein, shall conduct their
respective businesses as they may determine, and neither party, nor any officer,
employee or agent of either party, shall have the authority to bind the other
party in any way whatsoever, or to accept service of legal process for and on
behalf of the other party pursuant to this Agreement. Neither Neose nor Auxilium
shall be deemed in any way or for any purpose, to have become, by the execution
of this Agreement or any action taken hereunder, a partner of the other party in
its business or a joint venturer or a member of a joint enterprise with the
other party.
5. TECHNICAL INFORMATION. Pursuant to the Agreement of Sale, Neose is conveying
to Alexandria, to the extent available and in its possession, Neose's
non-proprietary standard operating procedures specifically relating to the
Property and the maintenance of the personal property being conveyed by Neose to
Alexandria at Closing pursuant to the Agreement of Sale ("Conveyed Equipment"),
validation protocols for all Conveyed Equipment and facility systems, and
equipment turnover packages and equipment history files relating to the Conveyed
Equipment and facility systems ("Technical Information"). Neose agrees that
Alexandria may
-4-
share the Technical Information with Auxilium. Auxilium agrees that, during the
term of this Agreement, the Technical Information will be retained at the
Property and that Neose may make copies of any or all of the Technical
Information. Neose agrees that it shall not remove any of the Conveyed Equipment
or Technical Information (except as necessary to make copies). Neose further
agrees that, upon expiration or earlier termination of this Agreement, Neose
shall leave all the Conveyed Equipment and Technical Information (other than
copies made by Neose) at the Property. Neose acknowledges that, to the extent
Auxilium supplements or modifies the Technical Information after the Closing,
Neose will have no rights with respect to such supplemental or modified
Technical Information.
6. WAREHOUSE FACILITY. Subject to Neose's landlord's consent, and a separate
agreement among such landlord, Auxilium and Neose, Neose will assign or sublet
the warehouse space at 000 Xxxxxx Xxxx, Xxxxxxx, XX to Auxilium effective as of
the Closing for the remainder of the current lease term, at the same current
lease rates and charges, and Auxilium will allow Neose to occupy a portion of
the warehouse space as designated in Schedule 6, free of charge, for the
remainder of the current lease term. Within two (2) days from the date hereof,
Neose shall request the landlord of 000 Xxxxxx Xxxx to consent to the foregoing
described lease assignment or sublease.
7. SURRENDER. As of February 28, 2007, Neose shall (i) vacate and surrender the
Spaces to Auxilium in broom clean condition, (ii) remove all of Neose's
property, fixtures and equipment (including the components of the existing
telephone system not included as part of the Conveyed Equipment other than
cabling, wires and connections within walls, above ceilings or beneath floors)
from the Spaces, (iii) restore any damage caused by the removal of any property,
fixtures and equipment of Neose, (iv) decontaminate, repair, or clean-up the
Spaces to remove any contamination from the Spaces resulting from Neose's
operations following Closing to standards reasonably acceptable to Auxilium and
(v) remove the exterior hazardous materials shed from the Property and any
contamination resulting from the shed following Closing to standards reasonably
acceptable to Auxilium.
8. ASSIGNMENT. Auxilium and Neose shall not be permitted to assign their rights
or obligations hereunder.
9. TERM. This Agreement shall expire and terminate effective as of February 28,
2007, except with respect to the obligations of the parties set forth in
paragraphs 4, 6, 8, 9, and 11 which shall survive termination. If Neose fails to
vacate the Property by 12:00 a.m. on March 1, 2007 for any reason, then for each
and every day that Neose fails to so vacate, it shall pay to Auxilium the sum of
$1,000 per day. This charge shall not limit Auxilium's right to seek such other
remedies as may be available to Auxilium either at law or in equity.
10. MECHANIC'S LIENS. Neose shall not cause or permit the attachment of any
mechanic's lien, materialman's lien, or any other lien, claim or encumbrance
("Encumbrance") against the Property. In the event of such Encumbrance, Neose
shall bear all cost and expense related to the defense or removal of same and
indemnify and hold Auxilium harmless from any actual and documented cost or
expense (including reasonable attorneys' fees) which Auxilium may incur in
connection therewith.
-5-
11. INDEMNITY.
11.1. Neose shall indemnify, defend and hold Auxilium free and
harmless from and against any and all claims, liabilities, damages, losses,
actual and documented costs or expenses (including reasonable attorneys'
fees) to the extent arising from Neose's activities on the Property; any
act or omission of Neose or anyone acting by or on behalf of Neose at or
about the Property in connection with this Agreement or otherwise; and any
failure of Auxilium to comply with the terms of this Agreement.
11.2. Auxilium shall indemnify, defend and hold Neose free and
harmless from and against any and all claims, liabilities, damages, losses,
actual and documented costs or expenses (including reasonable attorneys'
fees) to the extent arising from (i) any claim by a third party alleging
injury due to the negligence, gross negligence or willful misconduct of
Auxilium, and (ii) any grossly negligent act or willful misconduct of
Auxilium or anyone acting by or on behalf of Auxilium at or about the
Property.
12. RELEASE. In order to induce Auxilium to permit Neose to access the Property,
Neose, on behalf of itself, its officers, employees, representatives, agents and
contractors (collectively, "Neose Releasors") hereby expressly RELEASE AND
FOREVER DISCHARGE Auxilium, its employees, agents, contractors and
representatives (collectively, "Auxilium Releasees") from any and all expenses,
losses, costs, liabilities, claims, causes of action, demands and damages for
loss, damage, injury or death to the Auxilium Releasees, or any of them (except
to the extent resulting from the gross negligence or willful misconduct of the
Auxilium Releasees), or damage to the property of Neose Releasors, or any of
them, arising out of or in connection with the Neose's use and occupancy of the
Property.
13. SERVICE CONTRACTS.
13.1. As of Closing, Neose (i) hereby assigns, transfers and sets over
unto Auxilium, and as of Closing Auxilium hereby accepts, all Neose's
rights, title and interest in and to those certain contracts listed in Part
A of Schedule 13.1, which Contracts pertain solely to the Property or
Conveyed Equipment and are immediately assignable ("Assignable Contracts"),
and (ii) will cooperate with Auxilium to obtain the consent of the other
party to, and assign, transfer, and set over to Auxilium the contracts
listed in Part B of Schedule 13.1, which contracts pertain solely to the
Property or Conveyed Equipment and require consent for assignment ("Consent
Contracts" and together with the Assignable Contracts, the "Contracts").
From and after the Closing, Neose and Auxilium will use commercially
reasonable efforts to arrange for the transfer to Auxilium the rights and
obligations under the contracts listed in Part C of Schedule 13.1, which
rights and obligations relate solely to the Property or Conveyed Equipment
("Combined Contracts").
13.2. Neose represents and warrants to Auxilium that: (a) the
Contracts have not been assigned previously and are not subject to any lien
or encumbrance, (b) all sums required to be paid as of the date hereof
under the Contracts have been paid, and (c) the copies of the Contracts
previously provided to Auxilium are true correct and complete and
constitute the entire agreement between Neose and the respective
contractors under the Contracts.
-6-
13.3. Neose shall be responsible for the observance and performance of
all its agreements and obligations under the Contracts arising prior to
Closing.
13.4. Auxilium hereby assumes and agrees to perform all of the
covenants, agreements and obligations of Neose arising out of or relating
to the Contracts which first arise and relate to the period from and after
the Closing.
13.5. Neose shall to the extent permitted by law, defend, protect,
indemnify and save harmless Auxilium from and against any and all
liabilities, suits, actions, losses, damages, costs and expenses, including
without limitation counsel fees, suffered or incurred by Auxilium resulting
from or relating to any failure by Neose to observe or perform any of its
agreements or obligations under the Contracts prior to Closing.
13.6. Auxilium shall defend, protect, indemnify and save harmless
Neose from and against any and all liabilities, suits, actions, losses,
damages, costs and expenses, including without limitation counsel fees,
suffered or incurred by Neose resulting from or relating to any failure by
Auxilium to observe or perform any of its agreements or obligations under
the Contracts on or after the Closing.
13.7. At Closing, the expenses relating to the Contracts shall be
prorated between Auxilium and Neose and Auxilium shall pay to Neose the
amount that Neose has paid prior to Closing for post-Closing time periods.
14. MISCELLANEOUS.
14.1. This Agreement may be executed in several counterparts, all of
which constitute one and the same instrument.
14.2. This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania.
14.3. The language of this Agreement shall be construed according to
its normal and usual meaning and not strictly for or against either Neose
or Auxilium. The rule of construction which allows a court to construe a
document more strictly against its author shall not govern the
interpretation of this Agreement.
14.4. If any provision of this Agreement, or its application to any
situation, shall be invalid or unenforceable to any extent, the remainder
of this Agreement, or the application thereof to situations other than as
to which it is invalid or unenforceable, shall not be affected thereby, and
every provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.
14.5. This Agreement, together with the Pre-Closing Agreement and the
Confidentiality and Nondisclosure Agreement dated March 1, 2006, as amended
by the Pre- Closing Agreement, constitutes the entire agreement, and
supersedes the letter agreement dated July 26, 2006, between the parties
relating to the subject matter hereof, and may be amended only by written
agreement of the parties. No representations, inducements, promises or
agreements, oral or otherwise, between Neose or Auxilium or any of their
-7-
respective brokers, employees or agents, not embodied herein, shall be of
any force or effect. This Agreement is subject and subordinate in all
respects to the Consent to Property Access Agreements of even date herewith
among Alexandria, Neose, and Auxilium.
14.6. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto, their heirs, executors, administrators,
successors and permitted assigns.
14.7. Notices. All notices provided for or permitted under this
Agreement shall be in writing and shall be: (i) delivered personally; (ii)
sent by facsimile with return facsimile confirmation; (iii) sent by
commercial overnight courier with written verification of receipt; or (iv)
sent by certified or registered U.S. mail, postage prepaid and return
receipt requested, to the party to be notified, at the address for such
party set forth below, or at such other address of which such party has
provided notice in accordance with the provisions of this paragraph:
To Auxilium: To Auxilium: Auxilium Pharmaceuticals, Inc.
Attn: General Counsel
00 Xxxxxx Xxxxxx Xxxxxxx
Xxxxxxx, XX 00000
Fax: (000) 000-0000
To Neose: Neose Technologies, Inc.
Attn: General Counsel
000 Xxxxxx Xxxx
Xxxxxxx, XX 00000
Notices shall be deemed effective (i) if delivered in person, when delivered;
(ii) if delivered by facsimile, on the date of receipt of facsimile
confirmation; (iii) if delivered by commercial overnight courier, on the date of
written verification of receipt; or (iv) if delivered by certified or registered
U.S. mail, five business days after deposit in the mail.
14.8. Neose and Auxilium agree that time is of the essence of this
Agreement.
-8-
IN WITNESS WHEREOF, Neose and Auxilium, intending to be legally bound
hereby, have signed this Agreement as of the day and year first above written.
Neose Technologies, Inc. Auxilium Pharmaceuticals, Inc.
By: /s/ A. Xxxxx Xxxxx By: /s/ Xxxxx X. Fickenshear
--------------------------------- ------------------------------------
Name: A. Xxxxx Xxxxx Name: Xxxxx X. Fickenshear
------------------------------- ----------------------------------
Title: SVP and CFO Title: Chief Financial Officer
------------------------------ ---------------------------------
Schedule 1.1
Neose Space
SCHEDULE 1.1
(FLOOR PLAN)
102 Xxxxxx - Post-Close Agreement
-10-
Schedule 2.1
Shared Equipment
SCHEDULE 2.1
CONFIDENTIAL
XXXXXX ROAD PROPERTY - SHARED ASSETS
FAS EQUIPMENT FAS
SYSTEM # TAG # TAG # ACQ DATE VENDOR DESCRIPTION LOCATION SERIAL NUMBER
-------- --------- ----- ---------- ----------------- --------------------------------------- -------- --------------
729 M-01 00107 4/24/2000 Xxxxxx Scientific Microscope-Zeiss-Axiostar Lab 1 33485
N/A VT-116 Mini Vortexer Lab 1 2-375976
1,576 KF-02 01078 10/23/2003 Xxxxxx Scientific KFD Titrino 758/B-20 WR LAB 9 10576598
527 ST01 00958 Lunaire Environmental-(4) stability
xxxxxxxx XX LAB 9 Xxxxx # XX 00
000 XX00 00000 Xxxxxxx Environmental- see # 527 notes WR LAB 9 Xxxxx # XX 00
000 XX00 00000 Xxxxxxx Environmental- see # 527 notes WR LAB 9 Xxxxx # XX 00
000 XX00 00000 Xxxxxxx Environmental- see # 527 notes WR LAB 9 Xxxxx # XX 00
1,695 ST05 01164 4/30/2004 Xxxxxx -20 degree C, 208V general purpose free WR Lab 9 P250-104110-RO
1,699 ST06 01163 4/30/2004 Xxxxxx Scientific Ultima II SI Series ultralow-temp freez WR Lab 9 R220-208039-RO
2,191 ST07 01432 4/30/2005 Xxxxxx Scientific 32 cu ft Revco Environmental Chamber QC lab 31958
Page 1 of 1
Schedule 2.2
"Facility Employee"
Xxxxxx Xxxxxxxxxxx
Xxxxx Xxxxx
Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
Xxxxxxx Xxxxx
Xxxxxx Xxxxxx
Xxxxx Xxxxxx
Xxxxxxx Xxxxxxx
-12-
Schedule 6
Warehouse Facility
(FLOOR PLAN)
201 Xxxxxx - Post-Close Agreement
-13-
SCHEDULE 13.1
SERVICE CONTRACTS
A. Assignable Contracts are held with the following vendors:
- AT Xxxxxxxx Service Company+
- Xxxxxxxx Group
- Critical Cleaning, Inc.
- Electronic Security Corp.
- Lancer USA+
- Neu-Ion
- Stericycle
- Steris
B. Consent Contracts are held with the following vendors:
- Allied Waste/BFI
- Xxxxxxx Controls+
C. Combined Contracts are held with the following vendors:
- Agilent+*
- Alfa Xxxxx
- Xxxxxxx Coulter+*
- GE Analytical Instruments, Inc.+
- Integrated Service Solutions
- XX Xxxxxxx Co., Inc.
- Klenzoid Water Treatment+
- Xxxxxxx
- Thermo Electron Corporation+
* Consent required for assignment.
+ The agreements with these vendors have been prepaid in full or in part and
a pro-ration must be made upon the transfer of assets pursuant to the
Agreement.
