ASSET PURCHASE AGREEMENT ACQUISITION OF CERTAIN ASSETS OF SYNBIOTICS CORPORATION BY DANAM ACQUISITION CORP. AN INDIRECT WHOLLY OWNED SUBSIDIARY OF DREW SCIENTIFIC GROUP PLC DATED: AUGUST 30, 2002Asset Purchase Agreement • November 8th, 2002 • Synbiotics Corp • In vitro & in vivo diagnostic substances • Delaware
ASSET PURCHASE AGREEMENT entered into as of the 30th day of August, 2002 among Drew Scientific Group PLC, a company organized under the laws of England and Wales (“Parent”), Danam Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“Buyer”) and Synbiotics Corporation, a California corporation (“Seller”).
EMPLOYMENT SEPARATION AND GENERAL RELEASE AGREEMENTEmployment Separation and General Release Agreement • November 8th, 2002 • Synbiotics Corp • In vitro & in vivo diagnostic substances • California
THIS EMPLOYMENT SEPARATION AND GENERAL RELEASE AGREEMENT (hereinafter “AGREEMENT”) is made and entered into by and between Michael K. Green (hereinafter “GREEN”) and Synbiotics Corporation (hereinafter “SYNBIOTICS”), effective as of September 19, 2002, and inures to the benefit of each of SYNBIOTICS’ current, former and future parents, subsidiaries, related entities, employee benefit plans and their fiduciaries, predecessors, successors, officers, directors, shareholders, agents, employees, members and assigns.
LEASE AGREEMENT BETWEEN BERNARDO WINDELL, LLC (“LANDLORD”) AND SYNBIOTICS CORPORATION (“TENANT”)Lease Agreement • November 8th, 2002 • Synbiotics Corp • In vitro & in vivo diagnostic substances • California
THIS LEASE AGREEMENT (“Lease”) is made as of June 27, 2002, between BERNARDO WINDELL, LLC, a California limited liability company (“Landlord”), and SYNBIOTICS CORPORATION, a California corporation (“Tenant”), for the space outlined on attached Exhibit A (collectively, the “Premises”) and contained within Suite A on the first (1st) and second (2nd) floors of a building located at 11011 Via Frontera, San Diego, California (the “Building”). The Building is part of the Building site, which includes the parking areas and other improvements depicted on attached Exhibit A-2 (collectively, the “Project”).
STOCK SWAP AGREEMENTStock Swap Agreement • November 8th, 2002 • Synbiotics Corp • In vitro & in vivo diagnostic substances • California
This Stock Swap Agreement is made on October 31, 2002 between Synbiotics Corporation (“Synbiotics”) and Redwood West Coast, LLC (“Redwood”).
ASSIGNMENT OF NOTE AND GUARANTYAssignment of Note and Guaranty • November 8th, 2002 • Synbiotics Corp • In vitro & in vivo diagnostic substances • California
This ASSIGNMENT OF NOTE AND GUARANTY (this “Assignment”) is made and entered into as of August 31, 2002, in favor of Comerica Bank—California, a California Banking corporation, (“Bank”) by Synbiotics Corporation, a California corporation (the “Borrower”).
EMPLOYMENT SEPARATION AND GENERAL RELEASE AGREEMENTEmployment Separation and General Release Agreement • November 8th, 2002 • Synbiotics Corp • In vitro & in vivo diagnostic substances • California
THIS EMPLOYMENT SEPARATION AND GENERAL RELEASE AGREEMENT (hereinafter “AGREEMENT”) is made and entered into by and between Paul A. Rosinack (hereinafter “ROSINACK”) and Synbiotics Corporation (hereinafter “SYNBIOTICS”), effective as of September 24, 2002, and inures to the benefit of each of SYNBIOTICS’ current, former and future parents, subsidiaries, related entities, employee benefit plans and their fiduciaries, predecessors, successors, officers, directors, shareholders, agents, employees, members and assigns.
GUARANTY AGREEMENT dated as of August 31, 2002 Between DREW SCIENTIFIC GROUP PLC and SYNBIOTICS CORPORATIONGuaranty Agreement • November 8th, 2002 • Synbiotics Corp • In vitro & in vivo diagnostic substances
In consideration of the execution and delivery by Synbiotics Corporation of the Asset Purchase Agreement of even date herewith, DREW SCIENTIFIC GROUP PLC, a corporation organized under the laws of England and Wales, hereby agrees with SYNBIOTICS CORPORATION as follows (with certain terms used herein being defined in Article 5):
