February 11, 2008
Exhibit
10.58.2
February
11, 2008
Asset Purchase Agreement
(“APA”), dated as of January 1, 2008, by and between Merck & Co.,
Inc. (“Seller”), Cherokee Pharmaceuticals LLC (“Buyer”) and PRWT
Services, Inc. (“Buyer Parent”) as amended by the First Amendment to Asset
Purchase Agreement (“First Amendment”), dated as of January 1, 2008 –
Final Accounting of Non FIN 5 Raw Materials.
Pursuant
to Section
3.1(c) of the APA (as set forth in Section 1(k) of the
First Amendment), Seller, Buyer and Buyer Parent agree as follows:
|
|
1.
|
The
Attached Schedule
3.1(c)-1 represents the final accounting (“Final Accounting”) of
the Non FIN 5 RM at the Cherokee Plant as of the Closing
Date.
|
|
|
2.
|
Based
on the Final Accounting, the final Non FIN 5 Purchase Price and the final
Non FIN 5 Payment Amount, each, is $10,512,880. The sum of
$6,800,000 of the final Non FIN 5 Purchase Price and the final Non FIN 5
Payment Amount is represented by the Non-FIN 5 Promissory
Note. The remaining sum of $3,712,880 of the final Non FIN 5
Purchase Price and the Non FIN 5 Payment Amount is due and payable (and
payment guaranteed) in accordance with Section 3.1(c)
of the APA.
|
Capitalized
terms in this letter shall have the meaning set forth in the APA and First
Amendment.
| MERCK & CO., INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
| CHEROKEE PHARMACEUTICALS LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
| PRWT SERVICES, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
Schedule
3.1(c)-1
Final
Accounting of the Non FIN 5 RM at the Cherokee Plant as of the Closing
Date
|
BU
|
OBJ
|
SUB
|
Description
|
Cherokee
|
|||||||||||
| 50305 | 1110 | 000 |
Inventory - Raw
Materials
|
7,882,747 | |||||||||||
| 50305 | 1210 | 010 |
Inventory -
Packaging Components and Containers
|
223,425 | |||||||||||
| 50305 | 1315 | 000 |
Inventory - Work
in Process
|
707,504 | |||||||||||
| 50305 | 1515 | 000 |
Inventory -
Finished Goods
|
- | |||||||||||
| 50305 | 1315 | 060 |
Inventory - Work
in Process - Factory 6
|
115,716 | |||||||||||
| 50305 | 1315 | 070 |
Inventory - Work
in Process - Factory 7
|
173,823 | |||||||||||
| 50305 | 1315 | 450,621 |
Inventory - Work
in Process - Consignment J Xxxxxx - Precious Metals
|
990,017 | |||||||||||
| 50305 | 1315 | 520 |
Inventory - Work
in Process - Consignment Safety Kleen - Solvents
|
17,815 | |||||||||||
| 50305 | 1703 | 010 |
Inventory - Other
- Deferred Production Variances
|
62,667 | |||||||||||
| 50305 | 1715 | 030 |
Inventory - Other
- Fuel Oil
|
542,100 | |||||||||||
| 50305 | 1815 | 050 |
Inventory -
Reserves
|
(202,933 | ) | ||||||||||
|
TOTAL
|
10,512,880 | ||||||||||||||
