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0001088020-06-000032 Sample Contracts

ASSUMPTION AGREEMENT
Assumption Agreement • April 24th, 2006 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus • New Jersey

THIS ASSUMPTION AGREEMENT, dated as of April 18. 2006, (the “Assumption Agreement”) by and between Derma Sciences, Inc., a corporation organized under the laws of the Commonwealth of Pennsylvania and having its principal place of business at 214 Carnegie Center, Suite 100, Princeton, New Jersey 08540 (“Buyer”), and Western Medical, Inc., a corporation organized under the laws of the State of New Jersey and having its principal place of business at 64 North Summit Street, Tenafly, New Jersey 07670 (“Seller”).

Standard Contracts

Comprehensive Marketing Solutions, LLC 64 North Summit Street Tenafly, NJ 07670 April 15, 2006
Sales and Marketing Agreement • April 24th, 2006 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus • New Jersey

Please allow this letter to serve as a Sales and Marketing Agreement between Comprehensive Marketing Solutions, LLC (“CMS”) and Derma Sciences, Inc. (“Derma” or the “Company”), as contemplated in Article 5.4 of that certain Asset Purchase Agreement between Western Medical, Ltd. (“Western Medical”) and Derma, dated as of January 26, 2006.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • April 24th, 2006 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus • New Jersey

This ASSET PURCHASE AGREEMENT (including all Exhibits and Schedules hereto, this “Agreement”), dated as of January __, 2006 by and between Derma Sciences, Inc., a corporation organized under the laws of the Commonwealth of Pennsylvania and having its principal place of business at 214 Carnegie Center, Suite 100, Princeton, New Jersey 08540 (“Buyer”), and Western Medical, Ltd., a corporation organized under the laws of the State of New Jersey and having its principal place of business at 64 North Summit Street, Tenafly, New Jersey 07670 (“Seller”). Unless the context otherwise requires, capitalized terms used in this Agreement have the meanings ascribed to them herein.

BILL OF SALE
Bill of Sale • April 24th, 2006 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus • New Jersey

THIS BILL OF SALE dated April 18, 2006 is executed and delivered by Western Medical, Inc., a corporation organized under the laws of the State of New Jersey and having its principal place of business at 64 North Summit Street, Tenafly, New Jersey 07670 (“Seller”), in connection with the Asset Purchase Agreement dated January 26, 2006, by and between Seller and Derma Sciences, Inc., a corporation organized under the laws of the Commonwealth of Pennsylvania and having its principal place of business at 214 Carnegie Center, Suite 100, Princeton, New Jersey 08540 (“Buyer”).

ASSIGNMENT
Assignment • April 24th, 2006 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus

This ASSIGNMENT dated as of April 18, 2006, by and between Derma Sciences, Inc., a corporation organized under the laws of the Commonwealth of Pennsylvania and having its principal place of business at 214 Carnegie Center, Suite 100, Princeton, New Jersey 08540 (“Buyer”), and Western Medical, Inc., a corporation organized under the laws of the State of New Jersey and having its principal place of business at 64 North Summit Street, Tenafly, New Jersey 07670 (“Seller”). Unless the context otherwise requires, capitalized terms used in this Assignment have the meanings ascribed to them herein.

SUPPLY AGREEMENT
Supply Agreement • April 24th, 2006 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus • New Jersey

AGREEMENT, made as of this 1st day of May, 2006, between GLENWOOD, L.L.C., having its principal place of business located at 111 Cedar Lane, Englewood, New Jersey 07631 (hereinafter referred to as “Purchaser”), and WESTERN MEDICAL, LTD., having its principal place of business located at 64 North Summit Street, Tenafly, New Jersey 07670 (hereinafter referred to as “Supplier”);

COVENANT NOT TO COMPETE
Covenant Not to Compete • April 24th, 2006 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus • New Jersey

THIS AGREEMENT made this 18th day of April, 2006, by and among, Western Medical, Ltd., a New Jersey corporation, with its principal place of business located at 64 North Summit Street, Tenafly, New Jersey 07670 (“Seller”); and Brian T. Fuhrmann, an individual, with offices located at 64 North Summit Street, Tenafly, New Jersey 07670, Christopher Fuhrmann, an individual, with offices located at 64 North Summit Street, Tenafly, New Jersey 07670, and David T. Fuhrmann, an individual, with offices located at 64 North Summit Street, Tenafly, New Jersey 07670, all of whom are the individual Officers and Directors of Seller; and Derma Sciences, Inc., a corporation of the Commonwealth of Pennsylvania, with its principal place of business located at 214 Carnegie Center, Suite 100, Princeton, New Jersey 08540 (“Buyer”).

TRANSITION AGREEMENT
Transition Agreement • April 24th, 2006 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus • New Jersey

This TRANSITION AGREEMENT dated as of April 18, 2006, by and between Derma Sciences, Inc., a corporation organized under the laws of the Commonwealth of Pennsylvania and having its principal place of business at 214 Carnegie Center, Suite 100, Princeton, New Jersey 08540 (“Buyer”), and Western Medical, Inc., a corporation organized under the laws of the State of New Jersey and having its principal place of business at 64 North Summit Street, Tenafly, New Jersey 07670 (“Seller”). Unless the context otherwise requires, capitalized terms used in this Assignment have the meanings ascribed to them herein.

SECURITY AGREEMENT
Security Agreement • April 24th, 2006 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus • New Jersey

THIS SECURITY AGREEMENT, dated as of April 18, 2006 (the “Security Agreement”) by and between Derma Sciences, Inc., a corporation organized under the laws of the Commonwealth of Pennsylvania and having its principal place of business at 214 Carnegie Center, Suite 100, Princeton, New Jersey 08540 (“Buyer”), and Western Medical, Ltd., a corporation organized under the laws of the State of New Jersey and having its principal place of business at 64 North Summit Street, Tenafly, New Jersey 07670 (“Seller”).