**Exhibit 10.9**

 

**ASSET PURCHASE AGREEMENT**

** **

**THISASSET PURCHASE AGREEMENT** (this “Agreement”), dated as ofJanuary 13, 2004, is made by and among **SPARHAWK LABORATORIES, INC.**, a Missouricorporation (“Sparhawk” or “Buyer”), **POLYDEX PHARMACEUTICALS LIMITED**, a Bahamiancorporation (“Polydex”),**CHEMDEX, INC.**, a Kansas corporation(“Chemdex”), and **VETERINARY LABORATORIES, INC.**, a Kansas corporation (“VetLabs”).  Polydex, Chemdex and Vet Labsare collectively referred to herein as “Sellers.”

 

**RECITALS**

** **

A.                                   Sparhawkand Vet Labs are the only general partners or other equity holders of thatcertain Kansas general partnership known as the Veterinary Laboratories, Inc. –Sparhawk Laboratories, Inc. Joint Venture (the “Joint Venture”).

 

B.                                     Sparhawk,Polydex, Chemdex, Vet Labs and two shareholder of Sparhawk, E. Bert Hughes(“Hughes”) and John Bascom (“Bascom”), are parties to that certain litigationin the County of Johnson, State of Kansas, Case No. 02CV07426, captioned *SparhawkLaboratories, Inc. v. Veterinary Laboratories, Inc., et al*., (the“Joint Venture Litigation”).

 

C.                                     Sparhawk,Hughes, Bascom and Sellers now desire to resolve and settle their differenceswithout resorting to time-consuming and costly litigation through the sale ofsubstantially all of the assets of Vet Labs, including, but not limited to, itsownership interest in the Joint Venture, to Sparhawk, on the terms andconditions set forth herein.

 

D.                                    VetLabs is a wholly-owned subsidiary of Chemdex, and Chemdex is a wholly-ownedsubsidiary of Polydex, and each of Chemdex and Polydex will derive significantbenefit from the consummation of the transactions contemplated hereby.

 

**AGREEMENT**

** **

**ACCORDINGLY**,in consideration of the premises, the mutual covenants and agreements set forthherein and other good and valuable consideration, the receipt and sufficiencyof which is hereby acknowledged, the parties hereto agree as follows:

 

# **ARTICLE I —**PURCHASEOF ASSETS

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## Section 1.1.                                   Saleof Assets.

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### (a)                                  Subjectto the terms and conditions of this Agreement, at the Closing (as hereinafterdefined), Vet Labs shall sell, assign, convey, transfer and deliver to theBuyer, and the Buyer shall purchase and acquire from Vet Labs, free and clearof all liens, claims and encumbrances, except for liens, claims andencumbrances (i) created to secure the current indebtedness of the JointVenture to Commerce Bank, N.A., or (ii) arising out of the business oroperations of the Joint Venture (collectively, the “Permitted

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### Liens”), all of Vet Labs’right, title, and interest in and to all of Vet Labs’ real and personalproperty and assets, tangible and intangible, of every kind and description,wherever located, which are owned by Vet Labs as of November 6, 2003 oracquired thereafter, other than the Excluded Assets (as defined below),including, without limitation, the following:

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#### (1)                                  allof Vet Labs’ ownership interest as a general partner in the Joint Venture(including, but not limited to, all of Vet Labs’ indirect ownership interest inthe assets of the Joint Venture);

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#### (2)                                  allaccounts receivable of Vet Labs;

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#### (3)                                  allinventories;

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#### (4)                                  allequipment and other tangible personal property, including without limitationthose items described in Schedule 1.1(a)(4) hereto;

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#### (5)                                  allcontracts;

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#### (6)                                  alltransferable NADAs, ANADAs, JINADs that are owned directly by Vet Labs, alltransferable NADAs, ANADAs and JINADs that are sponsored by Vet Labs on behalfof the Joint Venture and all other transferable governmental authorizations,approvals and licenses and pending applications, approvals and licenses,including without limitation those listed in Schedule 1.1(a)(6) heretoas transferable (the “Governmental Authorizations”); excluding, however,those authorizations, approvals and licenses that, by law, cannot be assignedor transferred by Vet Labs, which are listed in Schedule 1-1(a)(6)hereto as nontransferable (the “Nontransferable Licenses”);

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#### (7)                                  thatcertain real property owned by Vet Labs located in the County of Johnson, Stateof Kansas, commonly known as 12340 Santa Fe Trail Drive, Lenexa, KS 66215 (the“Real Estate”), the legal description of which is set forth in Schedule1.1(a)(7) hereto.

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#### (8)                                  alldata and records related to the operations of Vet Labs and the Joint Venture,including client and customer lists and records, referral sources, research anddevelopment reports and records, production reports and records, service andwarranty records, equipment logs, operating guides and manuals, financial andaccounting records, creative materials, advertising materials, promotionalmaterials, studies, reports, correspondence and other similar documents andrecords and, copies of all personnel records;

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#### (9)                                  allintangible rights and property of Vet Labs, including trademarks, patents, andother intellectual property rights, the trademark and tradenames “VeterinaryLaboratories, Inc.” and “Vet Labs”, and the local telephone number“913-888-7500” (including all associated rollover numbers), the toll freetelephone number “800-255-6368”, the facsimile telephone number “913-888-6741”,and the internet domain name registration for “Sparhawk-VetLabs.com”;

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#### (10)                            allinsurance benefits (net of any deductibles and co-payments) that are assignableto the Buyer, including rights and proceeds, arising from or relating to theAssets or the Assumed Liabilities (as defined below) prior to the Closing Date(as defined below);

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#### (11)                            allwarranty and other claims of Vet Labs against third parties relating to the Assets,whether choate or inchoate, known or unknown, contingent or noncontingent; and

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#### (12)                            allrights of Vet Labs relating to deposits and prepaid expenses, claims forrefunds and rights to offset in respect thereof.

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All ofthe property and assets to be transferred to Buyer hereunder are hereinreferred to collectively as the “Assets.” Except for the NADAs, ANADAs and JINADs that are sponsored by Vet Labs,on behalf of the Joint Venture, which are being transferred from Vet Labs toSparhawk, the defined term “Assets” shall be deemed to refer to assets directlyowned by Vet Labs, not the assets owned by the Joint Venture.  One half of the assets of the Joint Venture,which are indirectly owned by Vet Labs by virtue of its ownership of a generalpartner interest in the Joint Venture, will be effectively transferred to Buyerthrough the sale of Vet Labs’ interest in the Joint Venture, as described initem 1 above.

 

### (b)                                 TheAssets being purchased by Sparhawk do not include:

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#### (1)                                  therights of Vet Labs pursuant to or under this Agreement and the other agreementsVet Labs is required to deliver to the Buyer pursuant to the terms hereof;

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#### (2)                                  anyrights of Vet Labs in connection with the Polydex website;

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#### (3)                                  anyrefunds or claims for refunds of Vet Labs with respect to any federal, state orlocal income and other taxes, and all tax returns and related work papers,records and documents of Vet Labs related thereto;

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#### (4)                                  exceptas provided in Section 1(a)(9) above, all telephone numbers, telecopy numbersand e-mail addresses of Vet Labs;

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#### (5)                                  minutebooks, stock books and shareholder records of Vet Labs; and

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#### (6)                                  theNontransferable Licenses.

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all ofwhich are being retained by Vet Labs (collectively, the “Excluded Assets”).

 

### (c)                                  Notwithstandinganything to the contrary herein, in no event shall Sparhawk acquire ownershipof any real property, tangible personal property or intangible personalproperty or intellectual property of, or assume any liability or obligation of,Chemdex or Polydex.

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## Section 1.2.                                   Assumptionof Liabilities.

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### (a)                                  Subjectto the terms and conditions of this Agreement, on the Closing Date, Vet Labsshall assign and Buyer shall assume and agree to pay, perform or otherwisedischarge, in accordance with their respective terms and subject to therespective conditions thereof, (i) all obligations and liabilities with respectto the indebtedness of the Joint Venture to Commerce Bank, N.A. secured by thePermitted Liens, (ii) all obligations and liabilities in connection with orarising out of the use or ownership of the Assets by the Joint Venture, theBuyer or any successor to the business of the Joint Venture following theClosing Date, and (iii) all obligations and liabilities arising out of the businessor operations of the Joint Venture (collectively, the “Assumed Liabilities”),and no others.  Other than the AssumedLiabilities, the Buyer assumes no obligations and liabilities of Vet Labs,whether related to the Assets or otherwise.

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### (b)                                 ALLOBLIGATIONS AND LIABILITIES OF VET LABS, WHETHER ACCRUED OR CONTINGENT, OR DUEOR NOT DUE, WHICH ARE NOT SPECIFICALLY ASSUMED HEREIN, SHALL BE AND REMAIN THESOLE OBLIGATIONS AND LIABILITIES OF VET LABS, AND BUYER SHALL HAVE ABSOLUTELYNO OBLIGATION OR LIABILITY WITH RESPECT THERETO.

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## Section 1.3.                                   PurchasePrice.

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### (a)                                  Thepurchase price for the Assets and the Non-competition Agreement (the “PurchasePrice”) shall be an amount equal to $5,500,000.00, which shall be payable toVet Labs on the Closing Date by wire transfer of immediately available funds toan account designated by Vet Labs prior thereto.

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### (b)                                 ThePurchase Price shall be allocated among the Assets and the Non-competitionAgreement as set forth on Schedule 1.3(b)hereto.

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## Section 1.4.                                   SupplyContract.  At the Closing, Sparhawkand Chemdex shall execute and deliver a ten-year exclusive supply contract,substantially in the form attached hereto as Exhibit A (the “SupplyContract”).

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## Section 1.5.                                   Non-competitionAgreement.  At the Closing, Polydex,Chemdex and Vet Labs shall enter into a 5-year non-competition agreement withSparhawk, substantially in the form attached hereto as Exhibit B (the“Non-competition Agreement”).

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## Section 1.6.                                   SettlementAgreement and Joint Venture Litigation.

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### (a)                                  Atthe Closing, Sellers and Buyer shall execute and deliver, and Sparhawk shallcause Hughes and Bascom to execute and deliver, a Settlement Agreementsubstantially in the form attached hereto as Exhibit C (the “SettlementAgreement”).

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### (b)                                 Onthe Closing Date, the parties hereto shall dismiss, and Sparhawk shall causeHughes and Bascom to dismiss, all claims they asserted in the Joint VentureLitigation with prejudice pursuant to a Motion of Approval of Settlement and Stipulationof Dismissal With Prejudice substantially in the form attached hereto as ExhibitD (the “Motion to Dismiss”), and each party to bear its own costs relatedthereto.

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### (c)                                  Onthe Closing Date, Sellers and Buyer shall obtain any required approval of theSettlement Agreement by the court appointed receiver, each party to bear itsown fees and costs related thereto; provided, however, all feesincurred for the receiver’s services in the Joint Venture Litigation shall beborne by the Joint Venture.

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## Section 1.7.                                   AdditionalAffirmative Undertakings and Covenants.

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### (a)                                  Polydex,Chemdex and Vet Labs shall use all reasonable commercial efforts to obtain allthird party consents, approvals and agreements necessary to effectuate theassignment, transfer or sale of any of the Assets, and to consummate thetransactions contemplated by this Agreement, and Sparhawk and its employeesshall cooperate with and assist Seller in obtaining such consents.  Each of the Sellers and Buyer shall paytheir own legal fees and expenses incurred in obtaining such consents.

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### (b)                                 Contemporaneouswith the Closing Date, Vet Labs shall change its corporate name and make allnecessary and proper filings evidencing such change.

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## Section 1.8.                                   AcknowledgementRegarding Transfer of Joint Venture Interest.  Sellers acknowledge and agree that the sale of Vet Labs’partnership interest in the Joint Venture to Sparhawk transfers all of VetLabs’ right, title and interest in the Joint Venture and all claims relatedthereto.

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## Section 1.9.                                   PersonalProperty Taxes.  All personalproperty taxes assessed against or in respect of the Assets purchased by theBuyer for calendar year 2004 (the “Taxable Period”) shall be prorated betweenVet Labs and Buyer as of the Closing Date. The Buyer shall pay all of the property taxes on the Assets for theTaxable Period when

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due.  Following the Buyer’spayment of such property taxes, the Buyer shall then forward copies of theproperty tax assessments for the Taxable Period to Vet Labs, which amount VetLabs shall promptly reimburse Buyer for the pro rata amounts due thereunder.

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## Section 1.10.                             RealEstate Property Taxes; Prorations. The Joint Venture shall pay on behalf of Vet Labs all general realestate taxes levied and assessed against the Real Estate, and all installmentsof special assessments for the years prior to the calendar year ofClosing.  Buyer shall assume and pay allsuch taxes and installments of special assessment accruing or payable after theClosing.  Notwithstanding the foregoing,Buyer shall be liable for any expenses or interest with respect to the RealEstate in connection with or arising out of the indebtedness of the JointVenture to Commerce Bank, N.A.

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## Section 1.11.                             TitleInsurance.  Vet Labs shall deliverand pay for an owner’s ALTA title insurance policy (the “Title Policy”)insuring marketable fee simple title in Buyer in the amount allocated to theReal Estate pursuant to Section 1.3(b) hereof, subject only to the PermittedExceptions defined below.  Vet Labsshall, as promptly as practicable after the date of this Agreement, cause to befurnished to Buyer a current commitment to issue the policy (the “TitleCommitment”), issued through Chicago Title Insurance Company (the “TitleCompany”), and copies of all recorded documents listed in the Title Commitmentas exceptions to title, other than such documents in connection with or arisingout of the indebtedness of the Joint Venture to Commerce Bank, N.A.  Buyer shall have ten (10) days after receiptof the Title Commitment and copies of all such recorded documents (the “ReviewPeriod”) in which to notify Vet Labs in writing of any objections Buyer has toany matters shown or referred to in the Title Commitment.  Any matters which are set forth in the TitleCommitment and to which Buyer does not object within the Review Period shall bedeemed to be permitted exceptions to the status of Vet Labs’ title (the“Permitted Exceptions”); provided, however, that on or prior to the ClosingDate, Vet Labs shall pay off the indebtedness to, and obtain a release of lienfrom, Continental Grain Company; provided,further, that if Vet Labs fails to doso, Buyer may deduct from the Purchase Price the pay-off amount owed toContinental Grain Company and, in such event, shall promptly pay over suchamount directly to Continental Grain Company to obtain a release of its lien onthe Real Estate.  With regard to otheritems to which Buyer reasonably objects within the Review Period, Vet Labsshall have until Closing to correct such other matters to Buyer’s reasonablesatisfaction.  If Vet Labs fails tocorrect such other matters to Buyer’s reasonable satisfaction on or prior tothe date of Closing, Buyer shall have the right to terminate this Agreement bywritten notice given to the Sellers on or prior to the Closing Date, in whichevent no party shall have any further liability under this Agreement.

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## Section 1.12.                             Survey.  Vet Labs, at its sole cost and expense,shall provide to Buyer as promptly as practicable after the date of thisAgreement, a current survey of the Real Estate and all buildings andimprovements thereon, prepared and certified to Buyer and, if applicable,Buyer’s lender by a surveyor licensed in the State of Kansas.  Such survey shall contain a legaldescription of the Real Estate and identify the boundaries of the Real Estate,the dimensions thereof, the location and dimensions of any improvements on theReal Estate, the location and dimensions of all recorded easements on the RealEstate, the location and dimensions of all easements, rights-of-way, driveways,roads,

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power lines, fences and encroachments on the Real Estate which areobservable from a visual inspection of the Real Estate, and shall otherwise besufficient to permit the Title Company to issue the Title Policy withoutstandard survey exceptions.  If uponreceipt of the certificate of survey, Buyer has any objection to a matter showntherein which affects or could affect the Real Estate or Buyer’s use of theReal Estate, Buyer shall promptly notify Vet Labs of said objection(s) inwriting and Vet Labs shall have until Closing to correct such matters toBuyer’s reasonable satisfaction.  If VetLabs fails to correct such matters to Buyer’s reasonable satisfaction on orprior to the date of Closing, Buyer shall have the right to terminate thisAgreement by written notice given to Seller on or prior to the date of Closing,in which event no party shall have any further liability under this Agreement.

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# **ARTICLE II — CLOSING**

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## Section 2.1.                                   Closing.  The closing of the transactions provided forhereunder (the “Closing”) shall take place at 10:00 a.m. at the offices ofStinson Morrison Hecker LLP as soon as possible after the date hereof, but nolater than January 30, 2004 (the “Closing Date”), or on such other date, timeand place as may be mutually agreed to by the parties hereto.

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## Section 2.2.                                   Termination. This Agreement may be terminated at any time before the Closing (a) bythe mutual consent of the Buyer and the Sellers, or (b) by either Buyer, on theone hand, or the Sellers, on the other hand, by written notice to the otherparty, if the Closing has not occurred by January 30, 2004, by reason of thefailure of any condition precedent to such terminating party’s obligation underArticle V hereof, unless the failure results primarily from such terminatingparty’s material breach of any representation, warranty, covenant or agreementcontained in this Agreement.  Eachparty’s right of termination under this Section 2.2 is in addition to any otherrights it may have under this Agreement, and the exercise of such right oftermination will not be an election of remedies.  If this Agreement is terminated pursuant to this Section 2.2, allobligations of the parties under this Agreement will terminate, except that theobligations of the parties in this Section 2.2 and VII will survive, provided, however,that, if this Agreement is terminated because of a breach of this Agreement bythe nonterminating party or because one or more of the conditions to theterminating party’s obligations under this Agreement is not satisfied as aresult of the nonterminating party’s failure to comply with its obligationsunder this Agreement, the terminating party’s right to pursue all legalremedies will survive such termination unimpaired.

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## Section 2.3.                                   ConveyanceDocuments.  On the Closing Date,Polydex, Chemdex and Vet Labs shall execute and deliver to Sparhawk such billsof sale, general warranty deed, assignments and other conveyance documents asSparhawk shall reasonably request to sell, assign, transfer and convey theAssets to Sparhawk, free and clear of all liens, claims and encumbrances,excepting for the Permitted Liens and, with respect to the Real Estate, the PermittedExceptions, and Buyer shall execute such assumption agreements as Vet Labsshall reasonably request in order to assume the Assumed Liabilities.

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## Section2.4.                                   Paymentand Execution of Closing Documents.

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### (a)                                  Onthe Closing Date:

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#### (1)                                  Sparhawkshall deliver the Purchase Price to Vet Labs by wire transfer of immediatelyavailable funds;

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#### (2)                                  Polydex,Chemdex, Vet Labs and Sparhawk shall execute and deliver the Non-competitionAgreement and the Settlement Agreement;

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#### (3)                                  Chemdexand Sparhawk shall execute and deliver the Supply Contract;

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#### (4)                                  Theparties hereto shall cause, and Sparhawk shall cause Hughes and Bascom tocause, their respective counsel to execute and file the Motion to Dismiss,

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#### (5)                                  VetLabs shall deliver a General Warranty Deed properly executed and conveying theReal Estate free and clear of all liens, encumbrances, easements, restrictions,leases, reservations and burdens whatsoever, except as for the PermittedExceptions, shall execute and deliver an affidavit in form satisfactory to theTitle Company to permit the Title Company to delete any mechanic’s lienexceptions from the Title Policy, and shall execute and deliver to Buyer aNon-Foreign Person Affidavit; and

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#### (6)                                  VetLabs shall pay the title premium for the Title Policy and shall provide theTitle Company all other documentation required to permit the Title Company toissue to Buyer, and shall cause the Title Company to issue to Buyer, the TitlePolicy following Closing and recording of the deed to Buyer.

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### (b)                                 BothSellers and Buyer agree to execute and deliver such other documents on theClosing Date as may be reasonably required to consummate the transactioncontemplated hereby.

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# **ARTICLE III —REPRESENTATIONS AND WARRANTIES**

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## Section 3.1.                                   Representationsand Warranties of Sellers.  Polydex,Vet Labs and Chemdex hereby jointly and severally represent and warrant toBuyer that as of the date hereof and as of the Closing Date:

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### (a)                                  Polydexis a limited company organized and existing in good standing under the laws ofthe Commonwealth of the Bahamas.  Eachof Chemdex and Vet Labs is a corporation duly organized, validly existing andin good standing under the laws

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of the State of Kansas.  Each ofPolydex, Chemdex and Vet Labs have the company power to execute and deliverthis Agreement and to carry out the transactions contemplated hereby.  The execution, delivery and performance byPolydex, Chemdex and Vet Labs of this Agreement and the consummation of thetransactions contemplated hereby will not violate, nor constitute a breach ordefault under (i) the Articles of Association, Articles of Incorporation orother similar charter documents of Polydex, Chemdex and Vet Labs, or (ii) otherthan as set forth on the attached Schedule 3.1(a), and other than inconnection with or arising under the Permitted Liens, or, with respect to theReal Estate or the Permitted Exceptions, any provision of any mortgage, lien,lease, agreement, instrument, order, judgment, law, statute, regulation,ordinance, decree or other restriction of any kind or character to which any ofPolydex, Chemdex or Vet Labs is subject. This Agreement has been duly authorized, executed and delivered by eachof Polydex, Chemdex and Vet Labs, and is valid, binding and enforceable againsteach of them in accordance with its terms (except to the extent that suchenforceability may be limited by bankruptcy, insolvency, reorganization,moratorium or other similar laws relating to creditors’ rights generally, andis subject to general principles of equity).

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### (b)                                 VetLabs has good and marketable title to all the Assets, including withoutlimitation, those listed on Schedules 1.1(a)(4), 1.1(a)(5) and 1.1(a)(6)hereto.  Assuming proper post-closingnotification filings are made by the Buyer with respect to the GovernmentalAuthorizations, all such Assets will be transferred to the Buyer at the Closingfree and clear of all liens, claims, encumbrances and restrictions, exceptingfor the Permitted Liens and, with respect to the Real Estate, the PermittedExceptions.** **Chemdex has nointerest in the Joint Venture other than through its ownership of the equitysecurities of Vet Labs.  Polydex has nointerest in the Joint Venture other than through its ownership of the equitysecurities of Chemdex.

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### (c)                                  Otherthan as set forth on the attached Schedule 3.1(c), other than thePermitted Liens and, with respect to the Real Estate, the Permitted Exceptions,no mortgage, lien, encumbrance, or other security interest exists with respectto any Asset other than those Assets owned by Vet Labs due to its ownership ofan ownership interest in the Joint Venture, including, but not limited to, anyblanket lien given to secure any indebtedness owed by Polydex, Chemdex, VetLabs or any other entity under common control with Vet Labs.

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### (d)                                 Exceptas set forth on the attached Schedule 3.1(d), Vet Labs has the legalright to transfer to Sparhawk the Governmental Authorizations, and no priornotice, application or approval to or from any governmental entity is requiredto transfer the Governmental Authorizations to Sparhawk.

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### (e)                                  Exceptfor the Joint Venture Litigation, there isno litigation at law, in equity orin proceedings before any commission or other administrative authority, or anygovernmental investigation, pending or, to the knowledge of Sellers, threatenedagainst or affecting the Assets or Vet Labs’ interests in the Assets, otherthan such threatened litigation,

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proceedings or investigations, if any, known to Sparhawk, the JointVenture, Hughes or Bascom which have not been communicated to Sellers.

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### (f)                                    Since October 31, 2003, Vet Labs has nottransferred, sold or assigned any of its real or personal property.

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### (g)                                 To Sellers’ knowledge:

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#### (1)                                  thereare no rezoning or condemnation proceedings pending or threatened affecting allor any part of the Real Estate, other than any such pending or threatenedproceedings, if any, known to Sparhawk, the Joint Venture, Hughes or Bascomwhich have not been communicated in writing to Sellers;

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#### (2)                                  allimprovements located on, and the use presently being made of, the Real Estatecomply in all material respects with applicable zoning and building codes,ordinances and regulations and all applicable fire, environmental, occupationalsafety and health standards and similar standards established by applicablelaws as presently in effect, other than any noncompliance with any such codes,ordinances, regulations, standards or laws, if any, known to Sparhawk, theJoint Venture, Hughes or Bascom which have not been communicated in writing toSellers.

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#### (3)                                  thereare no actual or threatened real estate tax increases or special assessmentsaffecting the Real Estate, other than any such increases or assessments, ifany, known to Sparhawk, the Joint Venture, Hughes or Bascom which have not beencommunicated in writing to Sellers; and

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#### (4)                                  there are no unrecorded or undisclosedlegal or equitable interest in the Real Estate claimed by any other person,other than any such interest, if any, known to Sparhawk, the Joint Venture,Hughes or Bascom which has not been communicated in writing to Sellers.

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### (h)                                 Except for the Permitted Exceptions and as setforth on the attached Schedule 3.1(h), there are no agreements or understandings between Sellers and any otherparty or parties which do or will materially affect the use, ownership,operation or management of the Assets or the Real Estate.

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### (i)                                     Allcontracts, leases, licenses and other agreements with respect to the Assetsare legally binding, in full force andeffect, and there has not been any material default thereunder.  The copies of such documents which have beenpreviously delivered to the Buyer are accurate and complete.

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### (j)                                     Sellershave paid all federal, state, local and foreign income and other taxes thatwere due and payable by any Seller prior to the date of this Agreement.

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### (k)                                  Otherthan pursuant to that certain Phase I Environmental Site Assessment, datedNovember 25, 2003, performed by GeoSystems/Kleinfelder, a copy of which haspreviously been provided to Buyer, Vet Labs has not received any notice,whether written or oral, from any person that Vet Labs or the Real Estate is thesubject of (i) any investigation or proceeding pertaining to the presence of orthe release of threatened release of any Hazardous Material in violation ofapplicable Environmental Laws, (ii) any claim arising from, based on orrelating to any environmental condition at or involving the Real Estate, or thecompliance or noncompliance of the Real Estate with any Environmental Laws,other than, in each case, such notice, if any, received by Sparhawk, the JointVenture, Hughes or Bascom and not communicated in writing to Vet Labs.  For purposes of this Agreement:

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#### (1)                                  “EnvironmentalLaws” shall mean any presently effective federal, state and local law,regulation or ordinance and any amendments thereto, permits, directives, andother requirements of governmental authorities relating to the environmentpublic health, safety (including without limitation the ComprehensiveEnvironmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601to 9675), or to any Hazardous Material.

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#### (2)                                  “HazardousMaterial” shall mean any substance or material regulated under anyEnvironmental Laws, including without limitation any “hazardous substance,”“solid waste,” “hazardous waste,” “petroleum” or “petroleum product,” and anyother substance or material whose presence could be detrimental in any materialrespect to property, health or the environment.

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### (l)                                     SinceOctober 31, 2003, Sellers have not incurred or created any obligations orliabilities of the Joint Venture, or created any lien, claim or encumbrance onthe assets of the Joint Venture, which are not recorded in the books andrecords and reflected in the financial statements of the Joint Venture.

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### (m)                               Norepresentation or warranty made by Sellers in this Agreement contains anyuntrue statement of a material fact or omits to state a material fact necessaryto make the statements contained therein not misleading.

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All of Seller’s representations and warrantiescontained in this Agreement shall be true as of the Closing Date, shall survivethe Closing Date and shall not be merged with the title conveyed to Buyer orany document executed in connection with this transaction.

 

## Section 3.2.                                   Representationsand Warranties of the Buyer.

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### (a)                                  TheBuyer is a corporation duly organized, validly existing and in good standingunder the laws of the State of Missouri. The Buyer has the corporate power to execute and deliver this Agreementand to carry out the transactions contemplated

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hereby.  The execution, deliveryand performance by the Buyer of this Agreement and the consummation of thetransactions contemplated hereby will not violate, nor constitute a breach ordefault under the Articles of Incorporation or Bylaws of the Buyer or anyprovision of any mortgage, lien, lease, agreement, instrument, order, judgment,law, statute, regulation, ordinance, decree or other restriction of any kind orcharacter to which the Buyer is subject. This Agreement has been duly authorized, executed and delivered by theBuyer and is valid, binding and enforceable against Buyer in accordance withits terms (except to the extent that such enforceability may be limited bybankruptcy, insolvency, reorganization, moratorium or other similar lawsrelating to creditors’ rights generally, and is subject to general principlesof equity).

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### (b)                                 Buyeris currently negotiating with Commerce Bank, N.A. for at least $1,900,000 offinancing to be secured by the Real Estate and at least $1,300,000 of financingto be guaranteed by the SBA and secured by the other assets of Buyer(collectively, the “Bank Financing”). Buyer is currently negotiating with two other financing sources for atleast $2,500,000 of combined subordinated debt and equity financing (the“Equity Funding”).  Based upon theverbal commitment of intent from the lender and investors, Buyer reasonablybelieves that on the Closing Date, it will have adequate funding to pay thePurchase Price and consummate the purchase of the Assets.

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### (c)                                  Norepresentation or warranty made by Buyer in this Agreement contains any untruestatement of a material fact or omits to state a material fact necessary tomake the statements contained therein not misleading.

###  

All of Buyer’s representations, warranties andagreements contained in this Agreement shall remain true as of the ClosingDate, shall survive the Closing Date and shall not be merged with the titleconveyed to Buyer or any document executed in connection with this transaction.

 

# **ARTICLE IV — COVENANTS**

# ** **

## Section 4.1.                                   Covenantsof Polydex, Chemdex and Vet Labs. From and after the date hereof until the Closing Date, unless priorwritten consent of the Buyer shall be obtained, Polydex, Chemdex, and Vet Labscovenant and agree to:

##  

### (a)                                  useall reasonable commercial efforts to obtain all consents from any third partiesrequired to consummate the transactions contemplated by this Agreement;

###  

### (b)                                 nottake any action which would (i) materially adversely affect the ability of anyparty to obtain any consents required for the transactions contemplated hereby,or (ii) materially adversely affect the ability of any party to perform itscovenants and agreements under this Agreement; and

###  

### (c)                                  forebearfrom taking any further action in regard to the Joint Venture Litigation.

###  

### 12

### 

###  

## Section 4.2.                                   Covenantof Vet Labs.  From and after thedate hereof until the Closing Date, unless prior written consent of the Buyershall be obtained, Vet Labs covenants and agrees to perform its obligationsunder all contracts, leases and other agreements.

##  

## Section 4.3.                                   Covenantsof Sparhawk.  From and after thedate hereof until the Closing Date, unless prior written consent of the Sellersshall be obtained, Sparhawk agrees to:

##  

### (a)                                  performits obligations under all contracts, leases and other agreements;

###  

### (b)                                 useall reasonable commercial efforts to obtain all consents from any third partiesrequired to consummate the transactions contemplated by this Agreement;

###  

### (c)                                  nottake any action which would (i) materially adversely affect the ability of anyparty to obtain any consents required for the transactions contemplated hereby,or (ii) materially adversely affect the ability of any party to perform itscovenants and agreements under this Agreement; and

###  

### (d)                                 forebearfrom taking any further action in regard to the Joint Venture Litigation.

###  

### 13

### 

###  

## Section4.4.                                   CovenantsPending Closing.  From the datehereof until the Closing Date, Sellers shall advise Buyer of any materialchanges known to Sellers to information provided and representations andwarranties made to Buyer pursuant to the terms and conditions of this Agreement.

##  

## Section4.5.                                   FurtherAssurances.  After the Closing Date,Buyer and Sellers shall execute and deliver or cause to be executed anddelivered such further documents, instruments and agreements, and shall takesuch other acts and actions as may be reasonably requested to effectuate thetransfer of Assets to the Buyer, and the consummation of the transactionscontemplated by this Agreement, including, without limitation, notices togovernmental authorities of the transfer of the Governmental Authorizations.

##  

## Section4.6.                                   VetLabs Corporate Address.  During thesix-month period following the Closing Date, Sparhawk shall permit Vet Labs touse the Real Estate as its corporate address and shall forward all mail for anyof the Sellers received at the Real Estate to Polydex.

##  

## Section4.7.                                   NoSale to Phoenix Scientific, Inc. Buyer represents, warrants, covenants and agrees with Sellers that for aperiod of two (2) years following the Closing Date, Buyer will not:

##  

#### (1)                                  sellor transfer, directly or indirectly, all or substantially all of the businessof the Joint Venture as currently conducted, however effected, whether by saleof assets, sale of stock or equity interests, merger, consolidation or othersimilar transaction; or

####  

#### (2)                                  sellor transfer, directly or indirectly of a majority of the outstanding stock orequity interests in Sparhawk;

####  

in each such case, toPhoenix Scientific, Inc., a Delaware corporation, or any subsidiary,shareholder or affiliate thereof. Sparhawk acknowledges and agrees that this is a material representationand covenant, that Sellers have relied upon this representation and covenant inentering into this Agreement and in setting the Purchase Price, and that in theevent of a breach of this representation and covenant, Sparhawk would be liableto Sellers for damages resulting from such breach.

 

# **ARTICLE V — CONDITIONSPRECEDENT**

# ** **

## Section 5.1.                                   ConditionsPrecedent to the Buyer’s Obligation. Each and every obligation of the Buyer to be performed in connectionwith the Closing on the Closing Date shall be subject to the satisfaction ofthe following conditions, unless waived in writing by the Buyer:

##  

### (a)                                  Representationsand Warranties and Compliance with Covenants.  The representations and warranties made by Sellers in thisAgreement shall be true on and

###  

### 14

### 

###  

as of the Closing Date with the same effect as though suchrepresentations and warranties had been made or given on and as of the ClosingDate.  Sellers shall have performed andcomplied with all of their obligations under this Agreement which are to beperformed or complied with by them prior to or on the Closing Date.

###  

### (b)                                 RequiredNotices and Consents.  The notices,applications and approvals to or from any governmental authority required bylaw to be given or obtained prior to the transfer of the GovernmentalAuthorizations by Vet Labs to Sparhawk, as set forth on Schedule 3.1(d)hereto, shall have been given or obtained by Vet Labs by the Closing Date.

###  

### (c)                                  Instrumentof Transfer.  Vet Labs shall havedelivered or caused to be delivered to the Buyer such other assignments andother instruments of transfer and conveyance as the Buyer shall deem to bereasonably necessary or desirable to vest in the Buyer all right, title andinterest in and to the Assets, free and clear of liens, taxes, charges, claims,encumbrances and restrictions, excepting only the Permitted Liens and, withrespect to the Real Estate, the Permitted Exceptions.

###  

### (d)                                 Financing.  Buyer shall have obtained the Bank Financingand the Equity Funding.

###  

## Section 5.2.                                   ConditionsPrecedent to Seller’s Obligations. Each and every obligation of Sellers to be performed on the Closing Dateshall be subject to the satisfaction of the following conditions, unless waivedin writing by Sellers:

##  

### (a)                                  Representationsand Warranties and Compliance with Covenants.  The representations and warranties made by Buyer in thisAgreement shall be true on and as of the Closing Date with the same effect asthough such representations and warranties had been made or given on and as ofthe Closing Date.  Buyer shall haveperformed and complied with all of its obligations under this Agreement whichare to be performed or complied with by it prior to or on the Closing Date.

###  

### (b)                                 RequiredNotices and Consents.  The notices,applications and approvals to or from any governmental authority required bylaw to be given or obtained prior to the transfer of the GovernmentalAuthorizations by Vet Labs to Sparhawk, as set forth on Schedule 3.1(d)hereto, shall have been given or obtained by Vet Labs by the Closing Date.

###  

### (c)                                  Payment.  The Buyer shall have tendered the PurchasePrice.

###  

# **ARTICLE VI —INDEMNIFICATION**

# ** **

## Section 6.1.                                   Indemnification of the Buyer.  Polydex, Chemdex and Vet Labs, jointly andseverally, hereby agree to defend, indemnify and hold harmless the Buyer, theJoint Venture, their affiliates, and their respective shareholders, partners,directors,

##  

## 15

## 

##  

officers, employees, agents, representatives, successors and assigns(collectively, the “Buyer Indemnitees”) from and against any and all losses,claims, damages, costs, fines, penalties, obligations, payments, liabilities,costs and expenses, including reasonable attorneys’ fees and expenses(collectively, “Damages”):

##  

### (a)                                  resultingfrom or arising out of the inaccuracy of any representation or warranty, or thebreach of any covenant or agreement, of Sellers contained in this Agreement;

###  

### (b)                                 resultingfrom or arising out of any and all actions, suits, arbitrations, inquiries,proceedings or investigations brought against any Buyer Indemnitee by any thirdparty which relates to or arises from any act or omission of Sellers orSellers’ shareholders, directors, officers, employees, agents orrepresentatives, that occurred or failed to occur prior to the Closing Date; provided,however, that Vet Labs mere status as a partner in the Joint Venture,standing alone, shall not constitute an act or omission of a Seller;

###  

### (c)                                  resultingfrom or arising out of the failure of Seller to pay any past taxes assessed onthe Assets or any inaccuracy in the amount of taxes assessed on the Assets forthe Taxable Period; or

###  

### (d)                                 relatingto any liability or obligation of Vet Labs that was not assumed by Sparhawk.

###  

## Section 6.2.                                   Indemnificationof Sellers.  The Buyer hereby agreesto defend, indemnify and hold harmless Sellers and their respectiveshareholders, directors, officers, employees, agents, representatives,successors and assigns (collectively, the “Seller Indemnitees”) from andagainst any and all Damages:

##  

### (a)                                  resultingfrom or arising out of the inaccuracy of any representation or warranty, or thebreach of any covenant or agreement, of Buyer contained in this Agreement;

###  

### (b)                                 resultingfrom or arising out of any and all actions, suits, arbitrations, inquiries,proceedings or investigations brought against any Seller Indemnitee by anythird party which relates to or arises from any act or omission of Buyer orBuyer’s shareholders, directors, officers, employees, agents orrepresentatives, that occurred or failed to occur prior to the Closing Date;

###  

### (c)                                  relatingto any Assumed Liability; or

###  

### (d)                                 relatingto the ownership or use of the Assets, or the conduct of the business oroperations of Sparhawk or the Joint Venture, after the Closing.

###  

### 16

### 

###  

## Section 6.3.                                   IndemnificationProcedures.  All claims forindemnification by a party under Article VI hereof (the party claimingindemnification and the party against whom such claims are asserted beinghereinafter called the “Indemnified Party” and the “Indemnifying Party,”respectively) shall be asserted and resolved as follows:

##  

### (a)                                  Inthe event that any claim or demand for Damages which an Indemnifying Partywould be liable to an Indemnified Party hereunder is asserted against or soughtto be collected from such Indemnified Party by a third party, such IndemnifiedParty shall with reasonable promptness give notice (the “Claim Notice”) to theIndemnifying Party of such claim or demand, specifying the nature of andspecific basis for such claim or demand and the amount or the estimated amountthereof to the extent then feasible (which estimate shall not be conclusive ofthe final amount of such claim and demand). The Indemnifying Party shall not be obligated to indemnify theIndemnified Party under this Agreement with respect to any such claim or demandif the Indemnified Party fails to notify the Indemnifying Party thereof inaccordance with the provisions of this Agreement, and as a result of suchfailure, the Indemnifying Party’s ability to defend against the claim or demandis materially prejudiced.  TheIndemnifying Party shall have ten (10) days from the delivery or mailing of theClaim Notice (the “Notice Period”) to notify the Indemnified Party (i) whetheror not it disputes the liability of the Indemnifying Party to the IndemnifiedParty hereunder with respect to such claim or demand, and (ii) whether or notit desires, at the cost and expense of the Indemnifying Party, to defend theIndemnified Party against such claim or demand; provided, however,that any Indemnified Party is hereby authorized, but is not obligated, prior toand during the Notice Period, to file any motion, answer or other pleading thatit shall deem necessary or appropriate to protect its interests or those of theIndemnifying Party.  If the IndemnifyingParty notifies the Indemnified Party within the Notice Period that it desiresto defend the Indemnified Party against such claim or demand, the IndemnifyingParty shall, subject to the last sentence of this paragraph, have the right tocontrol the defense against the claim by all appropriate proceedings and any settlementnegotiations.  If the Indemnified Partydesires to participate in, but not control, any such defense or settlement itmay do so at its sole cost and expense. If the Indemnifying Party fails to respond to the Indemnified Partywithin the Notice Period or after electing to defend fails to commence ordiligently pursue such defense, then the Indemnified Party shall have theright, but not the obligation, to undertake or continue the defense of and tocompromise or settle (exercising reasonable business judgment) the claim orother matter, all on behalf, for the account and at the risk of theIndemnifying Party.  Notwithstanding theforegoing, each party shall have the same right to participate in at its ownexpense and at its own risk, without either party having the right of control,any proceeding if (x) the claim, if successful, would set a precedent thatwould materially interfere with, or have a material adverse effect on, thebusiness or financial condition of the Indemnified Party, or (y) the claimseeks any injunction or equitable relief against the Indemnified Party.

###  

### (b)                                 Ifrequested by the Indemnifying Party, the Indemnified Party agrees, at theIndemnifying Party’s expense, to cooperate with the Indemnifying Party and itscounsel in contesting any claim or demand which the Indemnifying Party electsto contest, or, if appropriate and related to the claim in question, in makingany counterclaim

###  

### 17

### 

###  

against the person asserting the third party claim or demand, or anycross-complaint against any person. Except as provided above, no claim as to which indemnification is soughtunder this Agreement may be settled without the consent of the IndemnifyingParty.

###  

### (c)                                  Ifany Indemnified Party should have a claim against the Indemnifying Partyhereunder which does not involve a claim or demand being asserted against orsought to be collected from it by a third party, the Indemnified Party shallpromptly send a Claim Notice with respect to such claim to the IndemnifyingParty, which Claim Notice shall describe in reasonable detail the nature ofsuch non-third-party claim, an estimate of the amount of damages attributableto such non-third party claim, and the basis of the Indemnified Party’s requestfor indemnification under this Agreement. If the Indemnifying Party disputes such claim, such dispute shall beresolved by litigation in an appropriate court of competent jurisdiction.

###  

### (d)                                 Inconnection with the matters for which indemnification is sought hereunder withrespect to any third-party claim, upon execution of reasonable and customaryconfidentiality agreements, (i) Buyer agrees to give Sellers and theirrepresentatives reasonable access during regular business hours and upon five(5) days prior written notice to Buyer to the books, records and employees ofBuyer to the extent such reasonably relate to the matters to which the ClaimNotice relates and (ii) Sellers agree to give Buyer and its representativesreasonable access during regular business hours and upon five (5) days priorwritten notice to Sellers to the books, records and employees of Sellers to theextent such reasonably relate to the matters to which the Claim Notice relates.

###  

## Section 6.4.                                   CertainLimitations on Indemnification.

##  

### (a)                                  Allof the representations and warranties of the parties hereto contained in orarising out of this Agreement or otherwise in connection herewith shall survivethe Closing hereunder and shall continue in full force and effect thereafteruntil the second anniversary of the Closing Date, except that therepresentations and warranties contained in the last sentence of Section 3.1(a)and the first sentence of Section 3.1(b) shall survive indefinitely.  Unless a specified period is set forth inthis Agreement (in which event such specified period will control), allagreements and covenants contained in this Agreement will survive the Closingand remain in effect indefinitely. Notwithstanding anything herein to the contrary, indemnification for anyclaim for which a Claim Notice has been timely given prior to the expiration ofthe representation and warranty upon which such claim is based as providedherein shall not expire, and such claim for indemnification may be pursued,until the final resolution of such claim in accordance with the provisions ofthis Article VI.

###  

### (b)                                 Notwithstandinganything to the contrary set forth in this Agreement, the Sellers shall not beliable hereunder to the Buyer Indemnitees unless and until the Damages incurredby all Buyer Indemnitees, in the aggregate, exceed $10,000, provided, however,that in the event such $10,000 amount is reached, the Sellers shall indemnifythe applicable Buyer Indemnitee in accordance with this Agreement for all

###  

### 18

### 

###  

Damages incurred by such Buyer Indemnitee fully for such Damages,including any amounts applied against such $10,000 threshold.  Notwithstanding anything to the contrary setforth in this Agreement, the Sellers shall not be liable hereunder to the BuyerIndemnitees for Damages to the extent that the amount of Damages paid to BuyerIndemnitees hereunder exceeds the Purchase Price.

###  

### (c)                                  Forpurposes of determining the amount of any Damages hereunder, such amount shallbe reduced by the amount of any insurance proceeds (“Insurance Proceeds”)actually received by the indemnified party in respect of such Damages prior toreceipt of the applicable indemnification payment.

###  

### (d)                                 Otherthan with respect to fraud or willful misrepresentation, the indemnificationprovisions and procedures contained in this Article VI shall constitute thesole and exclusive recourse and remedy of the parties with respect to anymonetary Damages resulting from, arising out of or in connection with anymatters subject to indemnification under this Article VI.  Accordingly, other than with respect toclaims alleging fraud or willful misrepresentation, no claim for any monetaryDamages arising under this Agreement shall be made by any of the Buyer Indemniteesexcept pursuant to the provisions of this Article VI, including, withoutlimitation, Sections 6.4(a) and (b) to the extent applicable.

###  

# **ARTICLE VII —MISCELLANEOUS**

# ** **

## Section 7.1.                                   Notice.  Any notices given under this Agreement shallbe deemed to be effectively given (i) when delivered personally, (ii) onebusiness day after date of delivery to the overnight courier service if sent byovernight courier, or (iii) three business days after the date of mailing ifsent by postage prepaid, certified or registered United States mail, if, in anysuch case addressed,

##  

|   | in the case of Sellers,  as follows: |
|--------|--------------------------------------|
|   |                                 |   |
|   |                                 | Polydex Pharmaceuticals  Limited |
|   |                                 | Chemdex, Inc. |
|   |                                 | Veterinary  Laboratories, Inc. |
|   |                                 | 421 Comstock Road |
|   |                                 | Toronto, Ontario,  Canada M1L 2H5 |
|   |                                 | Attention:  President |
|   |                                 | Facsimile:  (416) 755-0334 |
|   |                                 |   |
|   | with a copy to:                      |
|   |                                 |   |
|   |                                 | Mark D. Guidubaldi |
|   |                                 | Katten Muchin Zavis  Rosenman |
|   |                                 | 525 West Monroe Street |
|   |                                 | Chicago, Illinois  60661-3693 |
|   |                                 | Facsimile:  (312) 902-1061 |

 

19

----

 
|   | If to Buyer:                                                                |
|--------|-----------------------------------------------------------------------------|
|   |                                                                        |   |
|   |                                                                        | E. Bert Hughes |
|   |                                                                        | Sparhawk Laboratories  Inc. |
|   |                                                                        | 12340 Santa Fe Trail  Drive |
|   |                                                                        | Lenexa, KS 66215 |
|   |                                                                        | Facsimile:  (913) 681-8099 |
|   |                                                                        |   |
|   | with a copy to:                                                             |
|   |                                                                        |   |
|   |                                                                        | Mike W. Lochmann |
|   |                                                                        | Stinson Morrison Hecker  LLP |
|   |                                                                        | 2600 Grand Boulevard |
|   |                                                                        | Kansas City,  Missouri  64108-4606 |
|   |                                                                        | Facsimile:  (816) 474-4208 |
|   |                                                                        |   |
|   | or to such other  address as any party may provide to the other in writing. |

 

## Section 7.2.                                   EntireAgreement and Amendment.  ThisAgreement and the Exhibits attached hereto supersede all prior negotiationsbetween the parties hereto and contains the entire understanding between themwith respect to the transactions contemplated hereunder.  This Agreement may be modified only by awriting signed by the party against whom enforcement of the change is sought.

##  

## Section 7.3.                                   LegalFees.  If any action or proceedingis brought for the enforcement or interpretation of this Agreement or becauseof an alleged dispute, breach, default or misrepresentation in connection withthis Agreement, the successful or prevailing party in a court of law shall beentitled to recover from the losing party reasonable attorneys’ fees and allother costs and expenses incurred in such action or proceeding, in addition toany other relief to which it may be entitled.

##  

## Section 7.4.                                   Commissions.  Buyer, on the one hand, and Sellers, on theother hand, hereby represent to the other that no brokerage fees or commissionsare due in connection with the transaction contemplated herein as a result oftheir respective actions or commitments, and each party agrees to indemnify andhold the other harmless from and against any claim, expense, or cost (includingreasonable attorneys’ fees) resulting from any claim for such fee or commissionarising as a result of such party’s actions or commitments.

##  

## Section 7.5.                                   Successorsand Assigns and Counterparts.  ThisAgreement shall not be assigned by any party without the prior written consentof each of the other parties.  ThisAgreement shall be binding upon and shall inure to the benefit of the partieshereto and their successors and assigns and may be executed in two or morecounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute but one and the same instrument.

##  

## 20

## 

##  

## Section 7.6.                                   GoverningLaw.  This Agreement shall begoverned, construed and interpreted under and pursuant to the laws of the Stateof Kansas applicable to agreements made and to be performed entirely withinsuch State.

##  

## Section 7.7.                                   Schedulesand Exhibits.  All of the Exhibitsand Schedules attached hereto are incorporated herein and made a part of thisAgreement by reference thereto.

##  

## 21

## 

##  

IN WITNESS WHEREOF, the parties have caused this Agreement to beexecuted and delivered as of the date first above written.

 
|   | **SPARHAWK  LABORATORIES, INC.**     |
|--------|--------------------------------------|
|   |                                 |   |
|   |                                 |   |
|   | By:                                  | /s/ E. Bert Hughes |   |
|   |                                 | Name: | E. Bert Hughes |
|   |                                 | Title: | President |
|   |                                 |   |
|   |                                 |   |
|   | **POLYDEX  PHARMACEUTICALS LIMITED** |
|   |                                 |   |
|   |                                 |   |
|   | By:                                  | /s/ George G. Usher |   |
|   |                                 | Name: | George G. Usher |
|   |                                 | Title: | President and Chief Executive Officer |
|   |                                 |   |
|   |                                 |   |
|   | **CHEMDEX,  INC.**                   |
|   |                                 |   |
|   |                                 |   |
|   | By:                                  | /s/ George G. Usher |   |
|   |                                 | Name: | George G. Usher |
|   |                                 | Title: | President |
|   |                                 |   |
|   |                                 |   |
|   | **VETERINARY  LABORATORIES, INC.**   |
|   |                                 |   |
|   |                                 |   |
|   | By:                                  | /s/ George G. Usher |   |
|   |                                 | Name: | George G. Usher |
|   |                                 | Title: | President |
|        |                                      |  |  |  |  |

 

22

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