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ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (this "Agreement") is made and entered
into as of March 30, 2001, by and among BioMeridian Corporation, a Utah
corporation, and BioMeridian Services Corp., a Utah corporation which is a
wholly-owned subsidiary of BioMeridian Corporation (collectively, "Seller"),
Bio-Origins, LC, a Utah limited liability company ("Buyer"), and Xxxxxxx X.
Fresh, individually ("Fresh") and in his capacity as trustee of the Xxxx Luana
Fresh Family Living Trust (the "Fresh Trust"). All capitalized terms not
otherwise specifically defined in the text hereof shall have the meanings set
forth in Article 8 below.
Recitals
A. Seller is in the initial stages of developing a services business
(the "Business") for the purposes of identifying and sourcing health-related
products, including "essential oils" (the "Products"), to be marketed through
various distribution channels in Asia, and providing marketing support to such
distribution channels.
B. Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, substantially all of the assets, tangible and intangible, used by Seller
in the Business, on the terms and subject to the conditions set forth in this
Agreement.
Agreement
In consideration of the respective representations, warranties and
covenants contained herein and for other good and valuable consideration, the
receipt, adequacy and legal sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
ARTICLE 1
SALE OF ASSETS; CLOSING
1.1 Assets. Subject to the terms and conditions of this Agreement, at
the Effective Time, Seller shall sell, transfer, assign, and deliver to Buyer,
and Buyer shall purchase and acquire from Seller, all right, title and interest
of Seller in and to the following (the "Assets"):
(a) all Intellectual Property, business information, trade
secrets, royalty rights, confidential information, formulas, recipes, processes,
techniques, know-how, licenses and other rights to use any of the foregoing, any
and all income, royalties, damages, claims and payments now or hereafter
receivable with respect to any of the foregoing and all rights, including all
rights to xxx, relating thereto, all licenses, permits, permissions, and
authorizations, consents, easements, rights of way, software, domain names,
websites, and any and all other intangible assets included in, relating to or
necessary for the marketing or distribution of the Products and the operation of
the Business (the "Intangible Assets");
(b) all tangible personal property and equipment used in,
relating to or necessary for the marketing or distribution of the Products and
the operation of the Business (the "Tangible Assets");
(c) all contracts and other agreements, whether oral or
written, used in or relating to the marketing sale or distribution of the
Products and the operation of the Business (other than leases for real property)
(the "Contracts"); and
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(d) all business forms, inventory records, operating records,
customer lists, telephone numbers, vendor and customer price lists, sales
histories, internal reports regarding product cost, supplier price, and methods
of cost accounting used to determine costs of production, and other files or
documents relating to the marketing or distribution of the Products and the
operation of the Business (the "Records").
1.2 Assumed Liabilities. At the Effective Time and subject to the terms
and conditions of this Agreement, Buyer agrees to assume and become responsible
for all Liabilities of Seller with respect to the Business, including, without
limitation, the obligations of Seller with respect to the Contracts, the Notes
(as defined in Section 1.3(b) below) and the trade payables identified on
Schedule 1.2 to this Agreement (the "Assumed Liabilities").
1.3 Consideration For the Assets. In consideration for the transfer of
the Assets, Buyer and Seller agree as follows:
(a) Cash Consideration. Buyer has paid to Seller $200,000 in
cash (the "Cash Consideration"), receipt of which is hereby acknowledged by
Seller.
(b) Assumption of Indebtedness. Buyer will assume and agree to
pay in full the following promissory notes made by Seller (the "Notes"):
(i) a promissory note in the original principal
amount of $100,000, made by Seller in favor of Fresh; and
(ii) a promissory note in the original principal
amount of $150,000, made by Seller in favor of WAF Investment Co., together with
accrued interest of $10,000 thereunder.
1.4 Closing. The closing of the purchase and sale contemplated by this
Agreement (the "Closing") will take place on such date as shall be mutually
acceptable to Buyer and Seller (the "Closing Date") at such location as shall be
mutually acceptable to Buyer and Seller, and will be effective as of 11:59 p.m..
on March 31, 2001 (the "Effective Time").
1.5 Closing Deliveries.
(a) At the Closing, Seller shall deliver to Buyer the
following:
(i) An executed Xxxx of Sale in substantially the
form of Exhibit A, transferring to Buyer the Tangible Assets, free and clear of
all Encumbrances;
(ii) An executed counterpart of an Assignment and
Assumption Agreement in substantially the form of Exhibit B, assigning to Buyer
the Intangible Assets, the Contracts and other Assets, free and clear of all
Encumbrances, and Seller's obligations under the Notes;
(iii) Possession of all of the Tangible Assets and
Records; and
(iv) Such other documents, agreements, assignments,
instruments and certificates as may be required by this Agreement or as may be
reasonably requested by Buyer to carry out the terms and conditions of this
Agreement.
(b) At or prior to the Closing, Buyer shall deliver
to Seller:
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(i) The Cash Consideration, payable to Seller,
receipt of which is hereby acknowledged by Seller;
(ii) An executed counterpart of an Assignment and
Assumption Agreement, substantially in the form of Exhibit B, evidencing Buyer's
assumption of Seller's obligations under the Notes, the Contracts and all other
Liabilities of Seller with respect to the Business; and
(iii) Such other documents, agreements, assignments,
instruments and certificates as may be required by this Agreement or as may be
reasonably requested by Seller to carry out the terms and conditions of this
Agreement.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF SELLER
For the purpose of inducing Buyer to enter into this Agreement and with
the knowledge that Buyer will rely on the following representations and
warranties, as of the Closing Date and the Effective Time, Seller represents and
warrants to Buyer as follows:
2.1 Authority. This Agreement has been duly executed and delivered by
Seller and constitutes the legal, valid and binding agreement of Seller
enforceable against Seller in accordance with its terms, except as such
enforceability may be limited by bankruptcy and the laws affecting the
enforcement of creditors' rights generally or equitable principles.
2.2 Tangible Assets. All of the Tangible Assets are merchantable, in
material compliance with all requirements of all governing laws and regulations,
and in good working order and repair.
2.3 Contracts. No amounts have been paid to Seller or any of its
affiliates, in advance in the form of fees or compensation with respect to any
Contract. No monetary amount is owed under any Contract by Seller to any Person
for goods or services received by or on behalf of Seller. True, correct and
complete copies of each Contract, or with respect to oral agreements written
summaries of the material terms thereof, have been delivered to Buyer. With
respect to each Contract,
(a) Each is in full force and effect, is legal, valid and
binding and is enforceable in accordance with its terms. Each will continue to
be in full force and effect, legal, valid and binding and enforceable in
accordance with its terms following the consummation of the transactions
contemplated hereby; and
(b) Seller, and to the knowledge of Seller, each other party,
has not defaulted under and is not in breach of any Contract, and no condition
exists or event has occurred which, with notice or lapse of time or both, would
constitute a default or a basis for force majeure or other claim of excusable
delay or non-performance thereunder.
2.4 Title to Assets and Related Matters.
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(a) Seller owns and has good and marketable title in and to
all of the Assets, free and clear of all Encumbrances and the claims or rights
of any other Person and has the full legal power and authority to transfer the
Assets to Buyer. Upon Seller's transfer of the Assets at the Effective Time as
contemplated by this Agreement, Buyer shall acquire all right, title, and
interest in and to the Assets, free of any adverse claim, Encumbrance, right, or
interest of any nature whatsoever. The Assets are sufficient for the marketing
and distribution of the Products as presently done by Seller.
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(b) All property, equipment and other capital assets included
in the Assets are structurally sound with no known material defects and are in
good operating condition and repair (subject to normal wear and tear) so as to
permit the operation of the Assets as presently operated. No such property,
equipment or other capital asset is in need of maintenance or repairs except for
ordinary, routine maintenance and repairs which are not material in nature or
cost.
2.5 Intellectual Property. Seller has, and Buyer will have following
the Closing, the right to use, commercialize, exploit and transfer the
Intellectual Property. Seller's use of the Intellectual Property and Intangible
Assets does not violate or infringe the rights of any other Person, and the
transfer of such assets to Buyer pursuant to this Agreement will not violate or
infringe the rights of any other Person. Seller is not in default (nor with the
giving of notice or lapse of time or both would be in default) under any license
to use such Intellectual Property or Intangible Assets. No Person has a right to
receive a royalty or other payment in respect of any item of the Intellectual
Property pursuant to any contractual or other arrangement. Seller has not
granted any license, sublicense or other right relating in whole or in part to
any of the Intellectual Property.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYER
For the purpose of inducing Seller to enter into this Agreement and
with the knowledge that Seller will rely on the following representations and
warranties, as of the Closing Date and the Effective Time, Buyer represents and
warrants to Seller as follows:
3.1 Authority. Buyer has full power and authority to execute and
deliver this Agreement and to perform its obligations hereunder. This Agreement
has been duly and validly executed and delivered by Buyer and constitutes the
legal, valid and binding agreement of Buyer enforceable against Buyer in
accordance with its terms, except as such enforceability may be limited by
bankruptcy and the laws affecting the enforcement of creditors' rights generally
or equitable principles.
3.2 Organization, Existence, Good Standing, Qualification and
Authority. Buyer (a) is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Utah, (b) is
qualified to do business in every jurisdiction in which its ownership of
property or conduct of business requires it to qualify, and (c) has full
corporate power and authority to carry on its business as now being conducted
and to own and operate its properties and assets.
ARTICLE 4
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER
The obligations of Buyer to consummate the transactions contemplated by
this Agreement at the Closing are subject to fulfillment of the following
conditions, any one or more of which may be waived in whole or in part by Buyer
in the manner provided for herein.
4.1 Representations and Warranties True at Closing. The representations
and warranties of Seller contained in this Agreement shall be true as of the
Closing Date. Any other documents referred to herein and delivered by Seller
pursuant hereto shall be true, correct and complete with respect to the subject
matter thereof as of the Closing Date.
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4.2 Seller's Performance; Compliance with Agreement. Seller shall have
performed and complied with all obligations, agreements, covenants, deliveries
and conditions required by this Agreement to be performed or complied with by it
on or before the Closing Date.
4.3 Authorization; Third Party Consents. Seller shall have obtained all
consents or approvals necessary to transfer the Assets to Buyer.
ARTICLE 5
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER
The obligations of Seller to consummate the transactions contemplated
by this Agreement at the Closing are subject to the fulfillment of the following
conditions, any one or more of which may be waived by Seller in the manner
provided for herein:
5.1 Representations and Warranties True at Closing. The representations
and warranties of Buyer contained in this Agreement shall be true, correct and
complete in all material respects as of the Closing Date.
5.2 Buyer's Performance; Compliance with Agreement. Buyer shall have
performed and complied with all obligations, agreements, covenants and
conditions required by this Agreement to be performed or complied with by Buyer
on or before the Closing Date.
ARTICLE 6
COVENANTS OF PARTIES AFTER CLOSING
Each of the parties hereto agrees as follows with respect to the period
beginning immediately after the Closing:
6.1 Further Assurances of Seller. Seller shall, upon the request of
Buyer from time to time after the Closing, execute and deliver, and use its best
efforts to cause other Persons to execute and deliver, all such further
documents and instruments, and will do or use its best efforts to cause to be
done such other acts, as Buyer may reasonably request in order to consummate
more completely and make effective the transactions contemplated hereby.
6.2 Profit Sharing. If Buyer's pre-tax income for the calendar year
ended December 31, 2001 exceeds $128,600, Buyer will pay Seller 50% of the
amount of such excess, within 30 days of the closing of Buyer's books for such
year, which closing shall be within 60 days of the end of such year.
6.3 Option to Purchase Interest in Buyer.
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(a) Fresh, individually and in his capacity as trustee of the
Fresh Trust, hereby grants to Seller the right and the option to purchase from
Fresh and/or the Fresh Trust up to 80% of the aggregate membership interests of
Buyer, in four increments of up to 20% each (each, an "Increment"), at the
times, and for the amounts, set forth below (the "Option"):
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Increment No. Exercise Date Exercise Price
1 January 2, 2002 $112,007
2 April 1, 2002 $119,600
3 July 1, 2002 $127,708
4 October 1, 2002 $136,365
(b) If Seller fails to exercise the Option as to any Increment
prior to the exercise date for such Increment, the Option will lapse as to such
Increment. Notwithstanding any such lapse, however, Buyer may exercise the
Option with respect to any Increment as to which the Option has not lapsed.
(c) The Option shall terminate immediately upon the first to
occur of (i) any bankruptcy proceeding (whether voluntary or involuntary),
liquidation, insolvency or appointment of a receiver with respect to Seller,
(ii) Seller's consummation of any transaction or series of transactions (whether
a sale of stock, merger, restructuring or any other transaction of series of
transactions) in which the holders of the outstanding voting shares of Seller
immediately prior to the transaction or arrangement hold less than 50% of the
outstanding voting shares of Seller immediately following the transaction, or
(iii) Seller's sale or transfer of all or substantially all of its assets.
(d) Fresh, individually and in his capacity as trustee of the
Fresh Trust, covenants and agrees that at all times prior to the expiration or
termination of the Option he and the Fresh Trust will maintain, in the
aggregate, ownership of sufficient membership interest of Buyer in order to
permit Seller to exercise the Option as contemplated by this Section 6.3 and
acquire up to 80% of the aggregate membership interests of Buyer.
6.4 Assistance. For a period of 30 days following the Effective Time,
Seller will provide to Buyer, at Seller's expense, accounting and administrative
services with respect to the Business.
6.5 Payment of Costs. Each of Buyer and Seller shall bear its own costs
and expenses (including, without limitation, fees and expenses of business
brokers, legal counsel, accountants and other facilitators and advisors, except
as otherwise specifically set forth herein) incurred at any time in connection
with this Agreement and the transactions contemplated hereby.
ARTICLE 7
MISCELLANEOUS
7.1 Survival of Representations and Warranties. All representations and
warranties of the parties hereto shall survive the Closing and continue for a
period of one year.
7.2 Amendment and Modification. This Agreement may be amended,
modified, terminated, rescinded or supplemented only by written agreement signed
by the parties hereto.
7.3 Waiver; Consents. Any failure of a party to comply with any
obligation, covenant, agreement or condition herein may be waived by each party
affected thereby only by a written instrument signed by the party granting such
waiver. No waiver, or failure to insist upon strict compliance, by any party of
any term or condition or any breach of any term or condition contained in this
Agreement, in any one or more instances, shall be construed to be a waiver of,
or estoppel with respect to, any other term or condition or any other breach of
the same. Whenever this Agreement requires or permits consent by or on behalf of
any party hereto, such consent shall be given in writing in a manner consistent
with the requirements for a waiver.
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7.4 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given when (i) delivered
personally, or (ii) sent by telecopier (with receipt confirmed), or (iii)
received by the addressee, if sent by Express Mail, Federal Express or other
express delivery service (receipt requested) or (iv) three (3) days after being
sent by registered or certified mail, return receipt requested, in each case to
the other party at the following addresses and telecopier numbers (or to such
other address or telecopier number for a party as shall be specified in writing;
provided that notices of a change of address or telecopier number shall be
effective only upon receipt thereof):
if to Seller, to:
BioMeridian Corporation
00000 Xxxxx 000 Xxxx, Xxxxx X
Xxxxxx, Xxxx 00000
Fax: (000) 000-0000
Attn: Xxxx Xxxxxxxxx
if to Buyer, Fresh or the Fresh Trust, to:
Xxxxxxx X. Fresh
000 Xxxxxxx Xxxxx
Xx. Xxxxxx, Xxxx 00000
Fax: (000) 000-0000
7.5 Assignment. This Agreement and all of the provisions hereof shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but neither this Agreement nor any
of the rights, interests or obligations hereunder shall be assigned by Seller
without the prior written consent of Buyer. Buyer may freely assign this
Agreement and its rights, interests and obligations hereunder with or without
the consent of Seller.
7.6 Severability. Any provision hereof prohibited by or deemed unlawful
or unenforceable under any applicable law of any jurisdiction shall, as to such
jurisdiction, be ineffective without affecting any other provision of this
Agreement. To the full extent, however, that the provisions of such applicable
law may be waived, they are hereby waived to the end that this Agreement be
deemed to be a valid and binding agreement enforceable in accordance with its
terms. In the event that any term or provision of this Agreement shall be held
invalid by a competent court or government agency, the remainder of this
Agreement shall not be affected thereby and the parties hereto shall continue to
be bound by the remaining terms hereof. In such event, the relevant term or
provision (or should such term(s) or provision(s) be a crucial element of this
Agreement, then the entire Agreement) shall be renegotiated by the parties in a
good faith effort to achieve mutual agreement consistent with such holding and
the parties shall continue to perform under this Agreement in a manner
consistent with its intent and objectives.
7.7 Governing Law. This Agreement shall be deemed to have been executed
in the State of Utah and shall be governed by the laws of the State of Utah,
(regardless of the laws that might otherwise govern under applicable Utah
principles of conflicts of law) as to all matters, including matters of
validity, construction, effect, performance, and remedies. The parties agree to
submit to the jurisdiction of the courts in the State of Utah and the United
States District Court, District of Utah, any claims or lawsuits arising form
this Agreement, and waive any objections based on inconvenient forum.
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7.8 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement. This Agreement may be
executed by facsimile signatures, each of which will be deemed an original.
7.9 Entire Agreement. This Agreement, including the instruments,
memoranda, certificates, schedules, exhibits, and other documents referred to
herein, which are hereby incorporated herein by this reference, embodies the
entire agreement and understanding of the parties hereto in respect of the
subject matter contained herein. There are no restrictions, promises,
representations, warranties, covenants, or undertakings other than those
expressly set forth or referred to herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.
7.10 Attorneys' Fees. In the event any party hereto institutes a
Proceeding against any other party hereto for a claim arising out of or to
enforce this Agreement, the party that prevails by enforcing this Agreement
shall be entitled to recover reasonable attorneys' fees, costs and expenses
incurred, in addition to any other relief to which they may be entitled.
7.11 Construction. This Agreement shall be construed as though all
parties had drafted it. Whenever the context may require, any pronoun used
herein shall include the corresponding masculine, feminine or neuter forms, and
the singular form of nouns, pronouns and verbs shall include the plural and vice
versa. Each of the foregoing genders and plurals is understood to refer to a
corporation, partnership or other legal entity when the context so requires. The
boldfaced and underlined section descriptions shall be and are for reference
only and shall not be deemed to alter to limit the meaning of this Agreement in
any way.
ARTICLE 8
DEFINITIONS
8.1 For the purposes of this Agreement, the following terms shall have
the meanings specified or referred to below whether or not capitalized when used
in this Agreement. Any reference or citation to a law, statute or regulation
shall be deemed to include any amendments thereto and any judicial and
administrative interpretations thereof.
(a) "Encumbrance" means any lien, pledge, hypothecation,
charge, mortgage, deed of trust, security interest, encumbrance, equity, trust,
equitable interest, claim, easement, right-of-way, servitude, right of
possession, lease tenancy, license, encroachment, burden, intrusion, covenant,
infringement, interference, proxy, option, right of first refusal, community
property interest, legend, defect, impediment, exception, condition,
restriction, reservation, limitation, impairment, imperfection of title,
restriction on the transfer of any security or other asset, restriction on the
receipt of any income derived from any security or other asset, and restriction
on the possession, use, exercise or transfer of any other attribute of
ownership, whether based on or arising from common law, constitutional
provision, statute, contract or otherwise.
(b) "Entity" means any corporation (including any non-profit
corporation), limited liability company, general partnership, limited
partnership, joint venture, joint stock association, estate, trust, cooperative,
foundation, union, syndicate, league, consortium, coalition, committee, society,
firm, company or other enterprise, association, organization or entity of any
nature, other than a Governmental Authority.
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(c) "Governmental Authority" means any foreign governmental
authority, the United States of America, any State of the United States of
America, any local authority and any political subdivision of any of the
foregoing, any multi-national organization or body, any agency, department,
commission, board, bureau, court or other authority thereof, or any
quasi-governmental or private body exercising, or purporting to exercise, any
executive, legislative, judicial, administrative, police, regulatory or taxing
authority or power of any nature.
(d) "Governmental Authorization" means any permit, license,
franchise, approval, certificate, consent, ratification, permission,
confirmation, endorsement, waiver, certification, registration, transfer,
qualification or other authorization issued, granted, given or otherwise made
available by or under the authority of any Governmental Authority or pursuant to
any Legal Requirement.
(e) "Intellectual Property" means all inventions, patents,
improvements related to patented or unpatented inventions, trademarks and trade
names (whether currently or formerly used, including the names "BIO-ORIGINS" and
"BIOORIGINS") service marks, assumed names, trade dress, copyrights, United
States, Foreign, state and other applications and registrations for and with
respect to any of the foregoing and renewals and continuation thereof, in each
case with the goodwill symbolized thereby and associated therewith, software,
domain names, websites, e-mail addresses, and other intellectual property owned
or licensed by Seller and related in any way to the Products.
(f) "Legal Requirement" means any law, statute, ordinance,
decree, requirement, Order, treaty, proclamation, convention, rule or regulation
(or interpretation of any of the foregoing) of, and the terms of any
Governmental Authorization issued by, any Governmental Authority.
(g) "Liability" means any debt, obligation, duty, or liability
of any nature (including any unknown, undisclosed, unfixed, unliquidated,
unsecured, unmatured, unaccrued, unasserted, contingent, conditional, inchoate,
implied, vicarious, joint, several or secondary liability), regardless of
whether such debt, obligation, duty or liability would be required to be
disclosed on a balance sheet prepared in accordance with United States Generally
Accepted Accounting Principles.
(h) "Loss" means any loss, damage, injury, harm, detriment,
decline in value, lost opportunity, Liability, exposure, claim, demand,
Proceeding, settlement, judgment, award, punitive damage award, fine, penalty,
tax, fee, charge, cost or expense (including costs of attempting to avoid or in
opposing the imposition thereof, interest, penalties, costs of preparation and
investigation, and the fees, disbursements and expenses of attorneys,
accountants and other professional advisors).
(i) "Order" means any order, judgment, injunction, edict,
decree, ruling, pronouncement, determination, decision, opinion, sentence,
subpoena, consent decree, writ or award issued, made, entered or rendered by any
court, administrative agency or other Governmental Authority or by any
arbitrator.
(j) "Person" means any individual, Entity, or Governmental
Authority.
(k) "Proceeding" means any action, suit, litigation,
arbitration, lawsuit, claim, proceeding (including any civil, criminal,
administrative, investigative or appellate proceeding and any informal
proceeding), prosecution, contest, hearing, inquiry, inquest, audit,
examination, investigation, challenge, controversy or dispute commenced,
brought, conducted or heard by or before, or otherwise involving, any
Governmental Authority or any arbitrator.
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IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the date first above written.
Seller
BioMeridian Corporation,
a Utah corporation
By: /s/ Xxxx Xxxxxxxxx
Its: Vice President and CFO
Bio-Origins, Inc.,
a Utah corporation
By: /s/ Xxxx Xxxxxxxxx
Its: Vice President and CFO
Buyer
Bio-Origins, LC,
a Utah limited liability company
By: /s/ Xxxxxxx X. Fresh
Its: Manager
Fresh
/s/ Xxxxxxx X. Fresh
Xxxxxxx X. Fresh, an individual
Fresh Trust
Xxxx Luana Fresh Family Living Trust
/s/ Xxxxxxx X. Fresh
By: Xxxxxxx X. Fresh, Trustee
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SCHEDULE 1.2
TO
ASSET PURCHASE AGREEMENT
Accrued and Trade Payables
---------------------------
Accrued Personnel Costs 1,908
Accrued Manager Bonus 10,000
Trade Payables
Blizkit 2,562
Editing Etc. 894
Xxxx Xxxx 300
Xxxxxxxx Xxxxxx 552
J&S Holdings 2,000
Time Labs 319
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Total Trade Payables 6,627
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Total Accrued and Trade Payables 18,535
