STOCK AND ASSET PURCHASE AGREEMENTStock and Asset Purchase Agreement • September 14th, 2009 • MDS Inc. • Laboratory analytical instruments • New York
This Stock and Asset Purchase Agreement, dated as of September 2, 2009 (this "Agreement"), is entered into by and among (i) MDS Inc., a company existing under the laws of Canada ("Parent"), (ii) MDS Life Sciences (Singapore) Pte. Ltd., a private company limited by shares, organized in Singapore ("MDS Singapore"), (iii) the other Asset Sellers that may become party hereto from time to time in accordance with the terms of this Agreement, (iv) MDS (US) Inc., a corporation existing under the laws of the State of Delaware ("MDS US"), (v) the other Stock Sellers that may become party hereto from time to time in accordance with the terms of this Agreement, (vi) solely for purpose of Section 5.1, Section 5.2, Section 5.3, Section 5.4, Section 7.6(k), and ARTICLE X and ARTICLE XI hereof, MDS Laboratoires Quebec Ltée, (vii) DH Technologies Development Pte Ltd., a private company limited by shares, organized in Singapore ("Buyer"), and (viii) solely for purposes of Section 7.3(b), Section 7.3(c),
EXHIBIT E FORM OF TRANSITION SERVICES AGREEMENT FORM OF TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 14th, 2009 • MDS Inc. • Laboratory analytical instruments • New York
This Transition Services Agreement (together with the Schedules hereto, the "TSA") is made as of ____________, 2009 (the "Effective Date") by and between MDS Inc., a company existing under the laws of Canada ("Parent" or "MDS") and DH Manufacturing & Distribution Pte Ltd., a company formed under the laws of Singapore (the "Service Receiver").
EXHIBIT F PURCHASE PRICE ALLOCATIONPurchase Price Allocation • September 14th, 2009 • MDS Inc. • Laboratory analytical instruments
Pursuant to Section 3.4 of the Agreement, Parent and Buyer's mutually agreed Allocation (as may be adjusted to Sections 3.2 and 3.3 hereof and otherwise under the Agreement) is as follows:
