ASSET PURCHASE AGREEMENTAssumption 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.
Comprehensive Marketing Solutions, LLC 64 North Summit Street Tenafly, NJ 07670 April 15, 2006Derma Sciences, Inc. • April 24th, 2006 • 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.
BILL OF SALEDerma Sciences, Inc. • April 24th, 2006 • 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”).
ASSIGNMENTAssignment • 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 AGREEMENTSupply 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 COMPETEAgreement • 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 AGREEMENTTransition 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 AGREEMENTSecurity 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”).
