SECOND AMENDMENT , dated as of September 5, 2003, to the ASSET SALE AND PURCHASE AGREEMENT, dated as of July 21, 2003, by and among FERMPRO MANUFACTURING, LP, ASTRAL TECHNOLOGIES, INC., the LIMITED PARTNERS of Seller identified on Schedule 1 to the...Asset Sale and Purchase Agreement • September 15th, 2003 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
THIS SECOND AMENDMENT, dated as of September 5, 2003 (this “Second Amendment”), is made in respect of the Asset Sale and Purchase Agreement, dated as of July 21, 2003, by and among FermPro Manufacturing, LP, a Georgia limited partnership (“Seller”), Astral Technologies, Inc., a South Carolina corporation and the general partner of Seller (“Astral”), the limited partners of Seller identified on Schedule 1 to the Purchase Agreement (the “Management Employees”), Martek Biosciences Corporation, a Delaware corporation (“Martek”), and, pursuant to the Joinder Agreement dated as of September 5, 2003 (the “Joinder Agreement”), Martek Biosciences Kingstree Corporation, a Delaware corporation and a wholly owned subsidiary of Martek, as Buyer under the Purchase Agreement, as amended by the First Amendment to Asset Sale and Purchase Agreement dated as of September 2, 2003 by and among each of the parties referred to above (such Asset Sale and Purchase Agreement, as amended, the “Purchase Agreement
THIRD AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • September 15th, 2003 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • South Carolina
This THIRD AMENDMENT TO SECURITY AGREEMENT (this “Third Amendment”) is made as of the 5th day of September, 2003, by and between Martek Biosciences Kingstree Corporation, a Delaware corporation (“Martek Kingstree”), and Genencor International, Inc., a Delaware corporation (“Genencor”).
JOINDER AGREEMENTJoinder Agreement • September 15th, 2003 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
This Joinder Agreement (the “Joinder Agreement”) is made this 5th day of September, 2003 by and among FermPro Manufacturing, LP, a Georgia limited partnership (“FermPro”), Astral Technologies, Inc., a South Carolina corporation and the general partner of FermPro (“Astral”), the Management Employees (as defined in the Purchase Agreement), Martek Biosciences Corporation, a Delaware corporation (“Martek”), and Martek Biosciences Kingstree Corporation, a Delaware corporation and a wholly owned subsidiary of Martek (“Martek Kingstree”). Capitalized terms used but not otherwise defined in this Joinder Agreement shall have the meanings ascribed thereto in the Purchase Agreement.
STATE OF SOUTH CAROLINASecurity Agreement • September 15th, 2003 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • South Carolina
FIRST AMENDMENT, dated as of September 2, 2003, to the ASSET SALE AND PURCHASE AGREEMENT, dated as of July 21, 2003, by and among FERMPRO MANUFACTURING, LP, ASTRAL TECHNOLOGIES, INC., the LIMITED PARTNERS of Seller identified on Schedule 1 to the...Asset Sale and Purchase Agreement • September 15th, 2003 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
THIS FIRST AMENDMENT, dated as of September 2, 2003 (this “Amendment”), is made in respect of the Asset Sale and Purchase Agreement, dated as of July 21, 2003 (the “Purchase Agreement”), by and among FermPro Manufacturing, LP, a Georgia limited partnership (“Seller”), Astral Technologies, Inc., a South Carolina corporation and the general partner of Seller (“Astral”), the limited partners of Seller identified on Schedule 1 to the Purchase Agreement (the “Management Employees”) and Martek Biosciences Corporation, a Delaware corporation (“Martek”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement, as amended by this Amendment. Unless otherwise specified, section references herein refer to section references set forth in the Purchase Agreement, as amended by this Amendment.
ASSET SALE AND PURCHASE AGREEMENT BY AND AMONG FERMPRO MANUFACTURING, LP, (“SELLER”) ASTRAL TECHNOLOGIES, INC., (Its General Partner) THE LIMITED PARTNERS IDENTIFIED ON SCHEDULE 1 (Collectively, the “PARTNERS”) AND MARTEK BIOSCIENCES CORPORATION (“BUYER”)Asset Sale and Purchase Agreement • September 15th, 2003 • Martek Biosciences Corp • Biological products, (no disgnostic substances) • Maryland
THIS ASSET SALE AND PURCHASE AGREEMENT (the “Agreement”) is entered into as of this 21st day of July, 2003 by and among, FermPro Manufacturing, LP, a Georgia limited partnership (“Seller”), Astral Technologies, Inc., a South Carolina corporation and the general partner of Seller (“Astral”), the limited partners of Seller identified on Schedule 1 hereto (the “Management Employees”) and Martek Biosciences Corporation, a Delaware corporation (“Martek”), on behalf of itself or a wholly-owned corporation or entity to be formed by it (“Buyer”).
