EXHIBIT 99.14
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BILL OF SALE
For good and sufficient consideration, receipt and adequacy of which is
hereby acknowledged, Generic Distributors, Inc., a Delaware corporation
("Seller"), has SOLD, ASSIGNED and TRANSFERRED and by these presents does SELL,
ASSIGN, TRANSFER and DELIVER to Louisiana Wholesale Drug Company, Inc., a
__________ corporation, its successors and assigns ("Buyer"), effective as of
December ____, 2000, all Seller's right, title and interest in and to each and
all of the assets, properties and business of Seller of every kind and
description and wherever situated as the same exist on the date hereof except as
expressly stated otherwise herein or in that certain Asset Purchase Agreement,
dated as of December ____, 2000 (the "Agreement"), to which Seller and Buyer are
parties. Capitalized terms used herein without definition shall have the meaning
assigned to them in the Agreement. Without limiting the generality of the
foregoing, the assets acquired by Buyer hereunder include:
(a) All of Seller's Accounts Receivable, as that term is
defined in Section 5.4 (a recent listing of which is attached hereto),
notes receivable or other rights to receive payments, whether arising
out of the manufacture, sale, distribution or use of its products or
services or otherwise, except as specifically excluded in Section 1.2
(a) and (c) of the Agreement.
(b) All of Seller's inventories of finished goods, goods in
transit, work-in-process, raw materials, and other miscellaneous
supplies and materials (a recent listing of which is attached hereto).
(c) All interests of Seller in real property including land,
buildings, structures, improvements, fixtures, leaseholds and leasehold
improvements.
(d) All machinery, equipment, computer hardware and, to the
extent assignable, software, tools, motor vehicles, transportation,
packing and delivery equipment and supplies, furniture and fixtures of
every kind and description owned by Seller or ordered by it (a recent
listing of which is attached hereto) on or before the Closing Date (as
defined in Section 3 of the Agreement).
(e) All of Seller's right, title and interest of every kind
and description in and to the following assets:
(i) All of Seller's rights and privileges under the "Assigned
Contracts" (as defined in Section 1.4 of the Agreement) and
unfilled purchase and sales orders.
(ii) All of Seller's rights to or under all trademarks, trade
names, service marks, certification marks, United States and
foreign trademark registrations and applications, trade names,
copyrights, United States and foreign patents and patent
applications, if any, including international priority rights
associated therewith, and all patent and other license, trade
secrets, inventions, and any and all goodwill associated with
any of the foregoing, royalties and rights to sue for past
infringements, including, without limitation, those items
listed or otherwise described on Schedule 5.10 of the
Agreement.
(iii) All of Seller's customer lists, uncollected invoices,
credit files, payroll records, schedules of fixed assets,
books of account, contracts, sales
representation agreements and sales agency agreements (if
any), files, papers, books, records, designs, drawings,
specifications and engineering data and all other public or
confidential business records, all to the extent reasonably
required for the orderly continuation of the business
operations of Seller (collectively, the "Business Records").
(iv) All of Seller's causes of action, judgments, claims and
demands of whatever nature, memberships, agencies and permits,
claims for refunds and rights of offset and credits, all to
the extent that they are assignable by Seller.
(v) All of Seller's rights under employment contracts,
restrictive covenants, nondisclosure agreements and similar
obligations of present and former officers and employees of
Seller, including, without limitation, those listed on
Schedule 5.7 of the Agreement.
(vi) All of Seller's right, title and interest in and to the
following telephone numbers, email addresses and post office
box addresses, all to the extent the same are assignable by
Seller:
0 (000) 000-0000
388-8850 388-8518 323-3884
388-8532 323-3885 388-8545
388-3887 388-1733 388-3140
388-2693 388-5846 388-2734
388-5874 388-3779 388-5877
388-4693 388-6947 388-4761
388-5017 388-5048
xxxxxxxx@xxxxxxxx.xxx
(f) All undeposited checks held by Seller and listed on Schedule 1.1(f)
of the Agreement.
Seller hereby authorizes Buyer to take any appropriate action in
connection with any of said rights, claims, causes of action, and property, in
the name of Seller or in its own or any other name, but at its own expense.
Any individual, partnership, corporation or other entity may rely
without further inquiry upon the powers and rights herein granted to the Buyer
and upon any notarization, certification, verification, affidavit or jurat by
any notary public of any state relating to the authorization, execution and
delivery of this Bill of Sale or to the authenticity of any copy, conformed or
otherwise, hereof.
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IN WITNESS WHEREOF, Xxxxxx has caused the same to be signed and
attested on the date first written above.
GENERIC DISTRIBUTORS, INC.
By:________________________________
Name:
Title:
ATTEST:
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Secretary
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COMMONWEALTH OF MASSACHUSETTS
COUNTY OF SUFFOLK
On the ____ day of December __, 2000, before me personally came
________________, to me known to be the individual described in, and who
executed, the foregoing instrument, and acknowledged that he executed the same.
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Notary Public
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