ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 30th, 2004 • Polydex Pharmaceuticals LTD/Bahamas • Pharmaceutical preparations • Kansas
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 13, 2004, is made by and among SPARHAWK LABORATORIES, INC., a Missouri corporation (“Sparhawk” or “Buyer”), POLYDEX PHARMACEUTICALS LIMITED, a Bahamian corporation (“Polydex”), CHEMDEX, INC., a Kansas corporation (“Chemdex”), and VETERINARY LABORATORIES, INC., a Kansas corporation (“Vet Labs”). Polydex, Chemdex and Vet Labs are collectively referred to herein as “Sellers.”
THIS INSTRUMENT WAS ORIGINALLY ISSUED ON MARCH 4, 2004, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.Unsecured Subordinated Note • April 30th, 2004 • Polydex Pharmaceuticals LTD/Bahamas • Pharmaceutical preparations • Kansas
THIS INSTRUMENT IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN SUBORDINATION AGREEMENT DATED MARCH 4, 2004, AMONG COMMERCE BANK, N.A., C3 CAPITAL PARTNERS, L.P., WALCO INTERNATIONAL, INC., CHEMDEX, INC. AND SPARHAWK LABORATORIES, INC. (THE ‘‘SUBORDINATION AGREEMENT’’).
WARRANT AND REPURCHASE AGREEMENTWarrant and Repurchase Agreement • April 30th, 2004 • Polydex Pharmaceuticals LTD/Bahamas • Pharmaceutical preparations • Missouri
FOR VALUE RECEIVED, Sparhawk Laboratories, Inc., a Missouri corporation (the “Company”), hereby grants to Chemdex, Inc., a Kansas corporation (the “Purchaser”) (the Purchaser is also referred to herein as the “Holder”), the right to purchase from the Company sixty-nine (69) units of the Warrant Equity, subject to adjustment as provided below, at a price per unit of $1.00 (as adjusted from time to time hereunder, the “Exercise Price”). This Warrant and Repurchase Agreement (the “Warrant”) is issued pursuant to an Investor Representation Letter, dated as of March 4, 2004 (the “Purchase Agreement”), between the Company and the Purchaser.
SUPPLY AGREEMENTSupply Agreement • April 30th, 2004 • Polydex Pharmaceuticals LTD/Bahamas • Pharmaceutical preparations • Kansas
