EXHIBIT 99.10
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XXXX OF SALE
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Able Laboratories, Inc, a Delaware corporation, doing business as N/A
("Seller"), for and in consideration of the sum of Seven Hundred and Seventy
($770,000) Dollars in lawful money of the United States, and other good and
valuable consideration, paid by TRIPLE L, LTD., an Illinois corporation
("Purchaser"), the receipt whereof is hereby acknowledged, does hereby bargain,
sell, assign, grant, transfer and convey unto Purchaser the following assets:
All machinery, equipment, inventory of raw materials and
work-in-process, furniture and fixtures as described in Exhibit B
attached hereto, which were utilized in or associated with the conduct
or operation of the business of Seller, 0 Xxxxxxxxx Xx., Xxxxx
Xxxxxxxxxx, XX 00000 ("the Premises").
Expressly excluded from this purchase shall be:
a. all accounts, accounts receivable, cash, cash equivalents,
deposits, contract rights and claims relating to, or arising out of the
business of Seller;
b. any materials of a hazardous or toxic nature ("Hazardous
Materials") located on or about the Premises; and
c. any assets which are not owned by Seller, or which are
leased by Seller. Only the Seller's right, title and interest, if any,
in the foregoing property is sold to the Purchaser.
EXCEPT FOR WARRANTING TITLE, ALL OF THE ABOVE DESCRIBED ASSETS ARE
HEREBY SOLD AS IS, WHERE IS, AND SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED,
AS TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR OTHERWISE
WITH RESPECT TO THE ABOVE-DESCRIBED ASSETS, ALL OF WHICH WARRANTIES ARE
EXPRESSLY EXCLUDED.
Seller hereby agrees with Purchaser to sign, sell, execute and deliver,
and to do or make or cause to be done or made, upon reasonably request by
Purchaser (at Purchaser's expense), any and
all agreements, instruments, papers, deeds, acts or other things, supplemental,
confirmatory, or otherwise, as reasonably may be required by Purchaser for the
purpose of or in connection with acquiring the above-described assets of Seller
transferred, assigned, conveyed and granted or intended to be transferred,
assigned, conveyed or granted, hereby or hereunder.
IN WITNESS WHEREOF, Seller has caused this Xxxx of Sale to be executed
and delivered on this day of 16 February, 2001.
Able Laboratories
corporation
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doing business as
N/A
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By: Xxx Xxxxxxx
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Its: President
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ACKNOWLEDGED AND AGREED TO THIS
DAY OF 16 February, 2001
TRIPLE L, LTD.
By: Xxx Xxxxxxx
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Its: Vice President
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