**Exhibit10.24**

 

**LEASE ASSIGNMENT AND ASSETPURCHASE AGREEMENT**

 

THIS LEASEASSIGNMENT AND ASSET PURCHASE AGREEMENT (this “**Agreement**”)is made and effective on December 9, 2004 by and between **TANOX WEST, INC.**, a Delaware corporation (“**Purchaser**” or “**Tanox West**”) and **BIOGEN IDEC INC.**, a Delaware corporation (“**Seller**”), with reference to the facts set forth in theRecitals below:

 

**Recitals**

 

WHEREAS, Seller isthe tenant under a certain Lease dated July 9, 1992 (the “**Initial Lease**”), as amended by (i) that certain FirstAmendment to Lease dated November 9, 1992 (the “**FirstAmendment**”), (ii) that certain Lease Exhibit executed byLandlord and Tenant on December 22, 1994 (the “**LeaseExhibit**”), (iii) that certain Lease Amendment dated December 30,1994 (the “**Second Amendment**”), and(iv) that certain Third Lease Amendment Agreement dated as of April 22,2004 (the “**Third Amendment**,” and collectivelywith the Initial Lease, the First Amendment, the Lease Exhibit and the SecondAmendment, the Confirmation of Lease Commencement Date, dated September 22,1993, and the Letter agreement re BFP/Cell Bank Remodel, dated October 16,2001, the “**Lease**”), for the premises locatedat 11011 Torreyana Road, San Diego, California, as the same are moreparticularly described in the Lease (the “**Premises**”).  TSI, L.P., a California limited partnership,the successor-in-interest to Torrey Sorrento, Inc., a California corporation,is the landlord under the Lease (“**Landlord**”).  A copy of the Lease is attached hereto as Exhibit ”A.”

 

WHEREAS, Subjectto all the terms and provisions of this Agreement, Seller desires to assign,and Purchaser desires to assume, the leasehold interest of Seller in and to thePremises and the Lease, subject to certain modifications to the Lease moreparticularly set forth in that certain amendment to the Lease in the form ofthe attached Exhibit ”C” (the “**Lease Amendment**” and, together with the Lease, the **“Amended Lease”**) .  Seller also desires to sell, and Purchaseralso desires to purchase certain equipment (the “**Equipment**”),furniture and fixtures (the “**FF&E**”),maintenance inventory (the “**Maintenance Inventory**”)and copies of maintenance and validation documentation with respect to theEquipment and the Premises (the “**Documentation**,”and collectively, with the Equipment, FF&E and Maintenance Inventory, the “**Assets**”) from Seller. Purchaser further desires that Seller provide certain assistance toPurchaser in connection with the Premises, all on the terms and provisions ofthis Agreement.

 

NOW, THEREFORE, inconsideration of the foregoing and the mutual promises of the parties containedherein, and for other good and valuable consideration which is acknowledged tohave been received, the parties agree as follows:

 

**Agreement**

 

**ARTICLE 1**

 

**ASSIGNMENT OF LEASE**

 

1.1                                 Assignment.  Subject to all of the terms and provisions ofthis Agreement regarding the Closing (as defined below) and the otherconditions contained herein, this

 

Execution Version

 

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Agreement, together with the Lease Amendment and the Confirmation ofthe Assignment (defined below), will effectuate the assignment and transfer bySeller to Purchaser, and the acceptance by Purchaser (the “**Assignment**”)of all of Seller’s right, title and interest in and to the Lease and thePremises, including Seller’s interest in the Security Deposit (as defined inthe Lease).  From and after the EffectiveDate (defined below), subject to all the terms, provisions and closingconditions of this Agreement, Purchaser will assume and agree to keep, performand fulfill all of the terms, covenants, conditions and obligations required tobe kept, performed and fulfilled by the tenant (the **“Tenant”**)under the Amended Lease, including the making of all payments due or payable toLandlord, or on behalf of the Tenant under the Amended Lease, as and when thesame are due and payable (collectively, the “**LeaseObligations**”), to the extent they accrue during, are attributableto, and are to be performed by the Tenant during periods from and after theEffective Date (the “**Post-Effective Date LeaseObligations**”).  Seller shallretain liability for performance of Lease Obligations to the extent the sameaccrued during, were attributable to, and were to be performed by the Tenantduring periods prior to the Effective Date (the “**Pre-EffectiveDate Lease Obligations**”).  Subjectto satisfaction or waiver of the conditions to Closing set forth in Article 5,the parties shall execute and deliver a separate instrument confirming theAssignment (the “**Confirmation of****Assignment**”) in the form attached hereto as Exhibit ”B,”which shall be delivered to Landlord upon the Closing as confirmation of theAssignment.  The Assignment shall beeffective for all purposes on January 10, 2005 (the “**EffectiveDate**”).  On the EffectiveDate, Seller shall deliver the Premises to Purchaser in broom clean condition,free of Seller’s personal property other than the Assets transferred toPurchaser pursuant to this Agreement; provided, however, Sellershall have completed, not later than the Effective Date the items identified onthe attached Schedule 1.1.

 

1.2                                 Amendmentto Lease; Consent of Landlord. Concurrently with the execution of this Agreement, Seller, Purchaser andLandlord shall have entered into a certain amendment to the Lease (the “**Lease Amendment**”), in the form of the attached Exhibit ”C.” The Lease Amendment includesLandlord’s Consent to the Assignment. The Assignment and the Closing are each expressly contingent on theparties’ receipt of Landlord’s executed counterpart to the Lease Amendment.

 

1.3                                 TransferAssistance.  In connection with theAssignment and transfer to Purchaser of Seller’s interest in the Premises underthe Lease, Seller shall make available to Purchaser the services of certainpersonnel as provided in the Transition Services Agreement (the “**Transition Services Agreement**”) to be entered intoconcurrently with the execution of this Agreement, in the form attached heretoas Exhibit ”D.”

 

1.4                                 EarlyAccess.  Seller and Purchaser shallcooperate in providing early access to the Premises for the period from andafter the date of full execution of this Agreement (the “**Signing Date**”)and prior to the Effective Date, to permit Purchaser to familiarize itselfwith, and prepare for full occupancy of, those portions of the Premises vacatedby Seller and accepted by Purchaser in accordance with a phased occupancy planapproved by Seller and Purchaser and attached hereto as Schedule 1.5.  Purchaser’s activities on the Premises duringsuch early access period shall be in full compliance with applicable provisionsof the Lease.  Purchaser shall have noobligation for rent,  property taxes orother Premises operating expenses; provided, however, Purchaser shallbe responsible for (i) all of its costs of clean rooms cleaning, and (ii) costsfor the treatment and removal of its biohazard, hazardous materials and wasteproducts and

 

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environmentalmaterials, the handling, treatment, disposal and/or storage of which isregulated under applicable law, all such activities to be in accordance withsuch laws during such early occupancy.  Sellershall have no obligation to provide services to Purchaser as to suchmaterials.  Purchaser’s activities on thePremises prior to the Effective Date shall not interfere with Seller’s activitieson the Premises during such period. Seller shall maintain and Purchaser shall obtain appropriate liabilityand casualty insurance policies during the period of such early occupancy,which each of such insurance policies shall name the other party as anadditional insured thereunder to the extent of their respective interests.  Purchaser shall also maintain workerscompensation insurance in statutorily required amounts with respect to itsemployees occupying any portion of the Premises prior to the EffectiveDate.  Each party shall receiveappropriate certificates of such insurance prior to the commencement ofPurchaser’s early occupancy.  From andafter the Signing Date until the Effective Date, Purchaser shall have the rightto contact and initiate meetings with Landlord directly regarding the Lease andthe Premises; provided, however, Seller shall be providedcontemporary notice of such contact and Seller shall have the right toparticipate in all such contacts and meetings.

 

1.5                                 RetainedAccess.  In order to permit Seller toeffect the decommissioning of certain radioactive materials licenses affectingportions of the Premises (the “**Rad Areas**”),Purchaser agrees to permit Seller to retain use and control over the Rad Areasuntil decommissioning in accordance with applicable law has been effected.  Seller shall undertake to complete suchdecommissioning activities as soon as reasonably practicable, but in any eventshall have completed such decommissioning not later than nine (9) monthsfollowing the Effective Date.  Thelocation of the Rad Areas is set forth on the attached “Exhibit E.”  Seller shall effectsuch decommissioning activities in compliance with applicable provisions of theLease.  In the event the Rad Areas arenot decommissioned by May 1, 2005, Seller shall be responsible for a pro rataportion (computed by reference to the square footage subject to the Rad Areas)of rent and property taxes accruing during the period after said date for thoseRad Areas that Purchaser does not have full use of due to Seller’s use thereofuntil such full use is available.

 

1.6                                 CertainAgreements Regarding the Lease.

 

(a)                                  ExtensionPayments.  In connection with themodification of the Lease described in the Lease Amendment, Purchaser andSeller agree that any amounts payable by Landlord in connection with theextensions of the term of the Lease described below shall be treated asfollows:

 

(i)                                     InitialLease Extension.  Any amounts payableby Landlord for the extension of the Lease term from its current expirationdate to September 30, 2011 shall be for the account of Seller and, to theextent Purchaser receives, or is credited by Landlord with any such amounts,the full amount thereof shall be promptly remitted to Seller;

 

(ii)                                  FirstExtension Option.  The amount payableby Landlord under Section 3.3.8 of the Lease, as amended by the LeaseAmendment, with respect to Purchaser’s exercise of the Tenant’s option toextend the term of the Amended Lease from October 1, 2011 to September 30,2016, in the event Purchaser elects, in its sole discretion, to exercise suchoption, shall be split equally between Seller and Purchaser.

 

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Purchaser shall promptly remit Seller’s portionfollowing Purchaser’s receipt of such amount, or its entitlement to any creditwith respect thereto from Landlord.  Nomodification of Section 3.3.8 of the Lease with respect to such extensionoption will be effected by Purchaser without Seller’s prior written consent.

 

(iii)                               SecondExtension Option.  Any amountspayable with respect to the second extension option described under Section 3.3.8of the Lease, as amended by the Lease Amendment, to extend the term of the AmendedLease from October 1, 2016 to September 30, 2021, shall be retainedby Purchaser solely for its own account.

 

(b)                                 ExtendedTerm Rental Payment.  As partialconsideration for Purchaser’s agreement to the extension of the Lease term to September 30,2011 as provided in the Lease Amendment, Seller shall make two (2)payments to Purchaser, each in the amount of Two Million Three HundredSixty-One Thousand Six Hundred Ninety-Two and 50/100 Dollars ($2,361,692.50)each (the “**Rent Reimbursements**”).  The first payment shall be made on September 30,2007, and the second payment shall be made on November 30, 2008, providedeach of the following conditions has been met at the time of each payment:

 

(i)                                     NoDefault.  Purchaser shall not be in Default(as defined in the Lease) beyond applicable cure periods under the terms of theLease or in breach of its obligations under this Agreement at the time suchpayment is due as to any monetary obligation owed to Landlord, nor shallLandlord have commenced any eviction, or unlawful detainer action against Tanoxunder the Lease, including the posting of a “3-Day Notice to Pay Rent or Quit”which has not been withdrawn or satisfied ; and

 

(ii)                                  NoDemand by Landlord.  There shall beno unsatisfied demand from Landlord for amounts due under the Lease as Rent (asdefined in the Lease), or for property taxes or insurance premiums, resultingfrom Purchaser’s breach of the Lease, nor shall any payment by Seller toLandlord, or other party entitled thereto, pursuant to the terms of the Lease,resulting from any such breach by Purchaser have been made or be required to bemade; provided, however, Purchaser shall still be entitled toreceive the Rent Reimbursements to the extent the same exceed any payments madeby Seller to Landlord or other party entitled thereto as a result of Purchaser’sbreach of the Lease, after deduction for all such amounts paid by Seller; providedfurther, however, to the extent such amounts paid by Seller exceedthe Rent Reimbursement amounts payable by Seller to Purchaser, Purchaser shallcontinue to remain liable for reimbursement to Seller of all such amounts paidby Seller.

 

In the event thatthe foregoing conditions are not satisfied as of the date any RentReimbursement is to be made, but such conditions are satisfied as of asubsequent date in a manner which does not result in the termination of theLease or liability to Seller in an amount in excess of such Rent Reimbursementamount(s), Seller shall be obligated to make such Rent Reimbursement on suchsubsequent date, less any amounts paid to Landlord on account of Purchaser’sfailure to timely satisfy such condition at such earlier date.

 

(c)                                  Insurance;Notices of Default; Lease Modifications. From and after the Effective Date until October 1, 2008:  (i) Purchaser shall provide Seller withcertificates of all

 

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insurance policies required to be maintained by the tenant under theLease, naming Seller as an additional insured thereunder and providing that nocancellation of such policies may occur without at least thirty (30) daysprior written notice to Seller thereof; (ii) Purchaser shall promptlyforward to Seller upon receipt, copies of any demands or notices of defaultreceived by Purchaser from Landlord or Landlord’s lender, or given by Purchaserto Landlord or Landlord’s lender, with respect to the Lease or the Premises;and (iii) Purchaser shall provide not less than three (3) businessdays prior written notice to Seller (or such shorter notice as is reasonableunder the circumstances) of any meeting or other contact with Landlord thatmight materially affect Seller’s retained liability and/or responsibility underthe Lease, and Seller shall have a reasonable opportunity to participate insuch meeting or communication.  Exceptwith the prior written consent of Seller, Purchaser shall not agree to anymodification to the Lease that, individually, or in the aggregate with allother modifications not previously consented to by Seller, would increase ormaterially affect Seller’s retained liability and/or responsibility under theLease.  With respect to any breach ordefault under the Lease occurring prior to October 1, 2008 and withrespect to which, Seller has retained liability under the Lease as amended bythe Lease Amendment, and which is not timely cured by Purchaser, Seller shall havethe right, without any obligation to do so, to cure such default, includingpayment of any default interest or late payment charges owed to Landlord withrespect to such default, provided Seller has given Purchaser not less than five (5)business days notice of such intent to cure and Purchaser has not cured suchmatter within said five-day period.  Anyamounts paid by Seller to Landlord on account of any Purchaser default underthe Lease shall be reimbursed by Purchaser to Seller within three (3)business days of Purchaser’s receipt of Seller’s written demand therefor, and,to the extent the Rent Reimbursements have not been made, such amounts shall beoffset against Seller’s obligation to pay the Rent Reimbursements.

 

(d)                                 SecurityDeposit Credit.  At Closing, Sellershall receive from Purchaser the amount of One Hundred Ninety-Two Thousand FiveHundred Dollars ($192,500) representing the Security Deposit held by Landlordunder the Lease (the “**Security Deposit Credit**”).

 

(e)                                  SecuritySystem.  On the Effective Date, BIshall have effected the decommissioning of the current security system computerserver and system (the “**Security System**”)such that it services the Premises only and not any of BI’s other facilities orpremises, and secured a software license for Tanox for the use of the softwarenecessary to operate the Security System.

 

(f)                                    AdditionalPremises Repair.  As of the SigningDate, or as soon thereafter as practicable, and in all events prior to, and asa condition of, the Closing, Seller shall arrange for Landlord to conduct aninspection of the Premises to identify items of deferred maintenance or itemsrequiring repair under applicable provisions of the Lease.  Based on such inspection, Seller andPurchaser shall agree on a list of items of repair (the “**Additional RepairItems**”) which were identified by Landlord, or are consistent withLandlord’s expressed criteria for the standard of maintenance and repairrequired under the Lease, as mutually agreed by Seller and Purchaser.  The Additional Repair Items shall be added toSchedule 1.1 to the extent not already listed thereon, and Sellershall effect the repair of the Additional Repair Itemsprior to the Effective Date at Seller’s sole cost and expense.  Seller reserves the right to contest with

 

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Landlord its imposition of any item of repair which Seller, in goodfaith, believes is inconsistent with the provisions of the Lease before suchitem is included on the Additional Repair Items.

 

1.7                                 PerformanceUnder Lease. Seller shall continue to satisfy and perform all obligations under theLease in accordance with the terms thereof for the period from and after theSigning Date through the Effective Date.

 

**ARTICLE 2**

** **

**PURCHASE AND SALE OF ASSETS**

 

2.1                                 Purchaseand Sale.  Subject to the terms ofthis Agreement, on the Closing Date (as defined in Section 6.1below), Purchaser agrees to buy and Seller agrees to sell, transfer, convey andassign to Purchaser all of Seller’s right, title and interest in and to theAssets, subject to the retentions and reservations set forth herein.

 

2.2                                 Considerationfor Purchase.  On the Closing Date,in exchange for the purchase of the Assets pursuant to Section 2.1above, Purchaser shall deliver to Seller in cash or immediately availablefunds, the amount of Five Million Four Hundred Eighty-One Thousand One HundredForty-Eight and 00/100 Dollars ($5,481,148.00) (the “**AssetPurchase Price**”).  Purchaserwill also deliver to Seller funds in an amount equal to one-half (1/2) of theCalifornia sales tax (the “**Sales Tax Payment**”)payable by Seller in connection with the sale of the Assets.  Subject to such receipt, Seller shall pay thefull amount of such sales tax to the appropriate authorities on a timely basis.  The Asset Purchase Price shall be allocatedas follows:

 

(a)                                  Equipment.  The Equipment consists of the “**MSM Equipment**,” as described in the attached Exhibit ”F,”the “**Process Development Equipment**,” asdescribed in the attached Exhibit ”G,” and the “**QA/QC Equipment**”, as described in the attached Exhibit ”H.”  The portion of the Asset Purchase Priceallocable to each such Equipment category is as follows:

 
| (i)    |   | MSM Equipment                 |   | $1,856,148.00;   |
|--------|--------|-------------------------------|--------|------------------|
|   |   |                          |   |             |
| (ii)   |   | Process Development Equipment |   | $220,000.00; and |
|   |   |                          |   |             |
| (iii)  |   | QA/QC Equipment               |   | $300,000.00.     |

 

(b)                                 FF&E.  The FF&E is more particularly describedon the attached Exhibit ”I.”  The portion of the Asset Purchase Priceallocable to the FF&E is One Million Five Hundred Thousand and 00/100Dollars ($1,500,000.00).  In addition, Purchasershall pay Seller Ten Thousand and 00/100 Dollars ($10,000) for the SecuritySystem.

 

(c)                                  MaintenanceInventory.  The Maintenance Inventoryis more particularly described on the attached Exhibit ”J.”  The portion of the Asset Purchase Price allocableto the Maintenance Inventory is Ninety-Five Thousand and 00/100 Dollars($95,000.00).

 

(d)                                 Documentation/RetainedRights.  The Documentation is moreparticularly described on the attached Exhibit ”K.”  The portion of the Asset Purchase Priceallocable to the

 

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Documentation is One Million Five Hundred Thousand and 00/100 Dollars($1,500,000.00).  Notwithstanding thesale of the Documentation pursuant to this Agreement, Seller hereby retains andreserves ownership rights in, and a perpetual royalty-free non-exclusivelicense to use, copies and originals of the Documentation retained bySeller.  Seller shall be permitted accessto, and the opportunity to copy at its cost, any of the Documentation (subject tocoordination with Purchaser so as not to interfere with Purchaser’s usethereof) for a period of six (6) months following the Effective Date.  Seller and Purchaser acknowledge and agreethat the Documentation will not include any information related to Seller’sproducts, processes and quality systems information, all of which informationshall be redacted from the Documentation. The list of Documentation on the attached Exhibit”K” isrepresentative of the types and categories of Documentation which are intendedto be conveyed by Seller to Purchaser under this Agreement, and, upon Purchaser’swritten request therefor,  to the extentthe same exists and is in Seller’s possession (or reasonably accessible toSeller), Seller shall provide to Purchaser, as soon as reasonably practicableafter receipt of such request, such additional Documentation as Purchaser shallrequest which is consistent with the types and categories of Documentation describedon the attached Exhibit”K.”

 

2.3                                 AssetTransfer.  The transfer of title tothe Assets shall be effected by delivery of a bill of sale (the “**Bill of Sale**”) substantially in the form of the attached Exhibit ”L,”to be executed and delivered by Seller on the Closing Date.

 

2.4                                 Equipment,FF&E and Maintenance Inventory.  Seller shall assign to Purchaser as of theClosing Date all intangible rights and warranties with respect to theEquipment, FF&E, Maintenance Inventory and Documentation pursuant to anAssignment of Intangibles and Warranties (the “**Assignmentof Intangibles and Warranties**”) in the form of the attached Exhibit ”M.”

 

2.5                                 Maintenanceof Assets.  Seller shall maintain theAssets in accordance with Seller’s current practices and procedures from theSigning Date through the Closing Date.

 

**ARTICLE 3**

 

**REPRESENTATIONS AND WARRANTIES OFSELLER**

 

3.1                                 Sellerhereby represents and warrants to Purchaser as follows:

 

(a)                                  LeaseholdInterest.  Seller currently holds,and has not previously assigned or transferred, the leasehold interestrepresented by the Lease which is the subject of the Assignment.  Such interest is a valid leasehold interestin accordance with the terms of the Lease, and, to Seller’s knowledge, is freeand clear of adverse interests other than those of public record  against title to the Premises.  Seller shall convey its leasehold interest inthe Lease to Purchaser on the Effective Date. To Seller’s knowledge, the copy of the Lease attached to this Agreementas Exhibit “A”, is a true and complete copy of the Lease by which Selleris bound with respect to the Premises.  Thereis no Default (as defined in the Lease) under the Lease by Seller, or to Seller’sknowledge, or occurrence or condition which with the giving of notice orpassage of time would constitute a Default under the Lease, except as listed onthe attached Schedule 3.1. To Seller’s knowledge the Premises have been maintained in goodcondition and repair (ordinary

 

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wear and tearexcepted) except for the items to be repaired under Schedule 1.1, assupplemented by the inclusion of the Additional Repair Items.

 

(b)                                 Assets.  Seller holds, and shall convey to Purchaseron the Effective Date, good and marketable title, as sole owner, to all of theAssets, free and clear of any and all liens, mortgages, pledges, securityinterests, conditional sales or title retention agreements.

 

(c)                                  NoInsolvency.  Seller is not thesubject of any insolvency or bankruptcy proceeding, and the entry by Sellerinto, and performance of its obligations under, this Agreement, will not renderSeller insolvent.

 

(d)                                 BindingAgreement.  This Agreementconstitutes the valid and legally binding obligation of Seller, is enforceablein accordance with its terms and does not conflict with, or result in a breachof, any material agreement by which Seller is bound.  Seller has full power, authority and legalright to execute and deliver this Agreement, to transfer its right, title andinterest in the Assets and to grant the Assignment in the Lease, and to performand observe the terms and conditions hereof.

 

(e)                                  Equipment;Maintenance Inventory.  To Seller’sknowledge:  (i) the Equipment hasbeen maintained in all material respects as described in Seller’s recordsprovided to Purchaser as part of the Documentation and reflect such maintenancefor a period of not less than eighteen (18) months prior to the Signing Date(the “**Maintenance Records**”), except to theextent, and for such periods, as the Equipment, or part thereof, wasdecommissioned from use by Seller; and (ii) Seller has received nonotification from any governmental agency or authority with jurisdictionthereover that the Equipment as used in the Premises by Seller is in violation,in any material respect, of any applicable building, zoning, subdivision, fireprotection, health or similar law, order, ordinance or regulation.  To Seller’s knowledge, the MaintenanceInventory has not been subject to flood, fire or other casualty event.

 

(f)                                    Compliancewith Law.  Seller is, and to Seller’sknowledge, at all times has been, in material compliance with legal requirementsapplicable to Seller’s use and occupancy of the Premises and its ownership anduse of the Assets.  To Seller’sknowledge, Seller has not received any notice from any governmental entity withjurisdiction thereover, alleging any actual, alleged or potential violation ofany such legal requirement, except as set forth on the attached Schedule 3.1.

 

(g)                                 Litigation.  There is no action, arbitration, hearing,investigation, litigation or suit (collectively, “**Proceeding**”)pending or, to the knowledge of Seller, threatened against, or affecting theAssets or the Premises, or Seller’s rights relating thereto, or Seller’s entryinto this Agreement, or its performance of its obligations hereunder, except asset forth on the attached Schedule 3.1.

 

(h)                                 EnvironmentalMatters.  Seller is, and, to Seller’sknowledge at all times has been, in compliance with, and in all materialrespects, has not been and is not in violation or liable under, environmentallaws relating to its use and occupancy of the Premises under the Lease andotherwise, except as described on (i) the URS Report dated November 11,2004 and delivered to Purchaser prior to the Signing Date; or (ii) Schedule 3.1.  To Seller’s knowledge,

 

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there has not been any activity conducted on the Premises involvinghazardous agents, compounds or products which are known to be life-threateningto human beings other than the activities listed on Schedule 3.1.  To Seller’s knowledge, Seller has providedLandlord with all notices of spillage, discharge, release or disposal ofhazardous materials onto or within the Premises required by Section 37.1of the Lease except as listed on Schedule 3.1.

 

(i)                                     Alterations.  Seller has disclosed to Purchaser allalterations made to the Premises by Seller and requiring Landlord’s consentunder the Lease,  and,to Seller’s knowledge, Seller has provided to Purchaser all correspondencebetween Seller and Landlord with respect to Seller’s request for consent tosuch alterations and Landlord’s response thereto, if any.  To Seller’s knowledge, all alterations havebeen installed in accordance with applicable provisions of the Lease, except aslisted on Schedule 3.1.

 

Except withrespect to clause 3.1(g) above, the term “**Seller’sknowledge**,” as used in this Article 3, shall refer to and meanthe actual knowledge of Paul Draper and Patrick Hoy, who are Seller’semployees, after reasonable inquiry, and shall not refer to any other employee,director, shareholder or agent of Seller; provided, however, withrespect to clause 3.1(h) above, “Seller’s knowledge” shall also include, referto and mean the actual knowledge of, Joe Hess, Seller’s employee, afterreasonable inquiry.

 

**ARTICLE 4**

 

**REPRESENTATIONS AND WARRANTIES OFPURCHASER**

 

4.1                                 Purchaserhereby represents and warrants to Seller as follows:

 

(a)                                  BindingAgreements.  This Agreementconstitutes the valid and legally binding obligation of Purchaser, isenforceable in accordance with its terms, and does not conflict with, or resultin a breach of, any material agreement by which Purchaser is bound.  Purchaser has full power, authority and legalright to execute and deliver this Agreement and to perform and observe theterms and conditions hereof.

 

(b)                                 Insolvency.  Purchaser is not the subject of anyinsolvency or bankruptcy proceeding, and the entry by Purchaser into, andperformance of its obligations under, this Agreement will not render Purchaserinsolvent.

 

(c)                                  Litigation.  There is no Proceeding pending or, to theknowledge of Purchaser threatened against, or affecting, Purchaser’s entry intothis Agreement and performance of its obligations hereunder.

 

**ARTICLE 5**

** **

**CONDITIONS PRECEDENT TO CLOSING**

 

5.1                                 Conditionsto Obligations of Purchaser.  Theobligations of Purchaser to acquire the Assets and pay the Asset Purchase Priceand execute the Confirmation of Assignment under this Agreement are subject tothe satisfaction or waiver of the following conditions precedent:

 

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(a)                                  Sellershall have taken all requisite action and fulfilled all covenants andagreements for the valid performance of this Agreement and for theeffectiveness of the Assignment and transfer of the Assets to Purchaserpursuant to the terms and conditions hereof;

 

(b)                                 Seller’srepresentations and warranties contained herein shall be true and correct inall material respects as of the Closing Date;

 

(c)                                  Sincethe Signing Date, there shall not have been commenced or threatened againstPurchaser, any Proceeding involving any challenge to or seeking damages orother relief in connection with any of the transactions contemplated by thisAgreement which is continuing; and

 

(d)                                 Sincethe Signing Date there shall not have occurred a “Force Majeure Event” (as definedin Section 8.6 below) which is continuing and has a materialadverse affect upon the Assets or the Premises, or the occurrence of anymaterial casualty to the Premises, or the destruction of any material portionof the Assets.

 

5.2                                 Conditionsto Seller’s Obligations.  Theobligations of Seller to sell, assign and transfer the Assets and execute theConfirmation of Assignment under this Agreement are subject to the satisfactionor waiver of the following conditions precedent:

 

(a)                                  Purchasershall have taken all requisite action and fulfilled all covenants andagreements for the valid performance of this Agreement, including, but notlimited to, delivery of the Asset Purchaser Price in full;

 

(b)                                 Purchaser’srepresentations and warranties contained herein shall be true and correct inall material respects as of the Closing Date;

 

(c)                                  Sincethe Signing Date, there shall not have been commenced or threatened againstSeller any Proceeding involving any challenge to or seeking damages or otherrelief in connection with any of the transactions contemplated by thisAgreement which is continuing.

 

**ARTICLE 6**

** **

**CLOSING**

 

6.1                                 Timeand Place.  The transactions providedfor herein shall be consummated (the “**Closing**”)on the Effective Date, or such other date and time as theparties may agree (the “**Closing Date**”),at the offices of the Seller or such other location as the parties may agree.

 

6.2                                 Actionsand Deliveries.  On the Closing Date,the following actions and deliveries shall take place (and be deemed to takeplace concurrently):

 

(a)                                  Deliveryby Seller.  Seller shall deliver orcause to be delivered to Purchaser the following:

 

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(i)                                     Acertificate executed by Seller certifying to the accuracy of itsrepresentations and warranties as of the Closing Date in all material respects;

 

(ii)                                  Acountersigned original of the Confirmation of Assignment executed by Seller;

 

(iii)                               Acountersigned original of the Lease Amendment executed by Seller;

 

(iv)                              TheBill of Sale executed by Seller;

 

(v)                                 Acountersigned original of the Assignment of Intangibles and Warranties executedby Seller;

 

(vi)                              Acounterpart original of the Lease Amendment executed on behalf of Landlord;

 

(vii)                           Acountersigned original of the Transition Services Agreement, executed on behalfof Seller; and

 

(viii)                        Such otherdocuments as are necessary to effect the intent of this Agreement as Purchasermay reasonably request.

 

(b)                                 Deliveryby Purchaser.  Purchaser shalldeliver to Seller the following:

 

(i)                                     Acertificate executed by Purchaser certifying to the accuracy of itsrepresentations and warranties as of the Closing Date in all material respects;

 

(ii)                                  Thefull amount of the Asset Purchase Price, the Sales Tax Amount and the SecurityDeposit Credit;

 

(iii)                               Acountersigned original of the Confirmation of Assignment executed by Purchaser;

 

(iv)                              Acountersigned original of the Lease Amendment executed by Purchaser; and

 

(v)                                 Acountersigned original of the Assignment of Intangibles and Warranties executedby Purchaser;

 

(vi)                              Acountersigned original of the Transition Services Agreement, executed on behalfof Purchaser; and

 

(vii)                           Suchother documents as are necessary to effect the intent of this Agreement asSeller may reasonably request.

 

6.3                                 Prorations.  Within thirty (30) days following theEffective Date, Seller and Purchaser shall agree on prorations as of theEffective Date of Lease rent, utilities, real and personal property taxes, andother amounts payable under the Lease with respect to the Premises,

 

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and with respectto the Assets.  To the extent Seller haspaid amounts in excess of its allocable share pursuant to such prorations,Purchaser shall promptly remit such amounts to Seller.  To the extent Seller owes Purchaser foramounts pursuant to such prorations, Seller shall promptly remit such amountsto Purchaser.

 

6.4                                 Deliveryof Assets.  From and after theEffective Date, the Assets shall be available at the Premises and Purchasershall have full access, custody and control of the Assets.  Purchaser shall have the right to confirmthat the Assets are located at the Premises on the Closing Date as a conditionto the closing of the transactions contemplated hereunder.  Notwithstanding the foregoing, the transferof the MSM Equipment, the QA/QC Equipment and related documentation may beeffected between the parties subsequent to the Signing Date and prior to theClosing Date by written amendment to this Agreement specifying such earlydelivery by Seller of such portions of the Assets, and payment by Purchaser ofthe portion of the Asset Purchase Price allocable thereto.

 

6.5                                 SimultaneousTransactions and Duration of Closing. All transactions on the Closing Date shall be deemed to have taken placesimultaneously, and no transaction shall be deemed to have been completed untilall transactions are completed and all documents delivered.

 

6.6                                 Termination.  This Agreement may be terminated by writtennotice of either party if the Closing shall not have occurred by January 31,2005.

 

**ARTICLE 7**

** **

**INDEMNITY; EQUIPMENT WARRANTY;PARENT GUARANTY**

 

7.1                                 Purchaser’sIndemnity.  Purchaser agrees toindemnify, defend and hold Seller harmless from and against any and all claims,Proceedings (excluding declaratory actions) and demands (including those ofLandlord under the Lease) and all costs, expenses and liabilities(collectively, the “**Claims**”)arising out of (i) Purchaser’s performance of, or failure to perform, thePost-Effective Date Lease Obligations, or Purchaser’s possession or use of thePremises (including, without limitation, any violation of applicableenvironmental laws), in each case, from and after the Effective Date,(ii) Purchaser’s performance of, or failure to perform, its obligationsunder this Agreement, or (iii) Purchaser’s ownership or use of the Assets, ineach case, from and after the Effective Date.

 

7.2                                 Seller’sIndemnity.  Seller agrees toindemnify, defend and hold Purchaser harmless from and against any and allClaims arising out of (i) Seller’s performance of, or failure to perform,the Pre-Effective Date Obligations, or Seller’s possession or use of thePremises (including, without limitation, any violation of applicableenvironmental laws), in each case, for all periods prior to the Effective Date,(ii) Seller’s performance of, or failure to perform, its obligations underthis Agreement; (iii) any breach of the representations or warranties ofSeller contained in this Agreement, subject to all limitations under Section 8.2 below; (iv) Seller’s ownership or use of the Assets for allperiods prior to the Effective Date, (v) the decommissioning ofradioactive material licenses affecting the Rad Areas or the use or occupancyby the Seller or its employees of the Rad Areas after the Effective Date; or (vi) any

 

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noncompliancewith applicable bulk sales law in connection with the sale of the Assets toPurchaser as contemplated by this Agreement.

 

7.3                                 IndemnityExclusions.  In no event shall theindemnity obligations under this Article 7 apply to Claims to theextent arising out of the negligence or intentional misconduct of the partyrequesting indemnity.  In no event shallany indemnity or other claim for damages under this Agreement extend toliability for consequential, indirect or punitive damages.

 

7.4                                 Procedurefor Indemnification and Defense of Claim. Promptly after receipt by a party entitled to indemnification hereunder(the “**Indemnitee**”) of written notice of theassertion or commencement of any proceeding by a third party with respect toany matter referred to in Sections 7.2 or 7.3, theIndemnitee shall give written notice thereof to the party obligated toindemnify the Indemnitee (the “**Indemnitor**”)who shall have the right to assume the defense of such Claim; provided, however,that the failure of the Indemnitee to give the Indemnitor notice as providedherein shall not relieve the Indemnitor of its obligations hereunder except tothe extent that the Indemnitor is prejudiced thereby.  If the Indemnitor declines to assume thedefense of such Claim within twenty (20) days of receipt of the Indemnitee’snotice, the Indemnitee may proceed with such defense and seek indemnity for anyClaims resulting therefrom.  Any partyundertaking the defense of any Claim shall keep the other reasonably informedwith respect thereto.  Defense of theIndemnitee shall be by counsel reasonably acceptable to the Indemnitee and theIndemnitor shall have no right to settle a claim against the Indemnitee withoutprior written consent of the Indemnitee; provided, however, thatan Indemnitee shall not unreasonably withhold,condition or delay its consent to any such settlement.  Any claim for indemnification for any matternot involving a third party may be asserted by notice to the party from whomindemnification is sought and shall be paid promptly after such notice.

 

7.5                                 NoLiabilities Assumed.  Except asexpressly provided for by this Agreement, neither Seller or Purchaser shall bedeemed, by execution or performance of this Agreement or otherwise, to haveassumed or to be otherwise responsible for any debt, liability, obligation,commitment of any nature of the other, or relating to the Assets or the other’semployees, other assets, operations, businesses or activities, or claims forany such liability or obligations, matured or unmatured, liquidated orunliquidated, fixed or contingent, or known or unknown, whether arising out ofoccurrences prior to, at or after the Effective Date.

 

7.6                                 EquipmentWarranty.

 

(a)                                  WarrantyItems.  Seller hereby warrants toPurchaser that the Equipment identified on Schedule 7.6A attachedhereto (the “**Warranty Item(s)**”)are, or will be as of the Effective Date, in good operating condition andrepair (subject to normal wear and tear). If  any Warranty Item: (i)  isnot in good operating condition and repair (subject to normal wear and tear), soas to permit its operation substantially as conducted by Seller prior to Seller’sdecommissioning of such Warranty Item from operation, and in a fashion whichmeets or exceeds the applicable equipment specifications with respect to eachsuch Warranty Item provided to Purchaser by Seller (the “**Equipment Specifications**”); or (ii) thereafter,fails in its operation substantially as conducted by Seller prior to Seller’sdecommissioning of such Warranty Item from operation, or fails to meet orexceed the applicable Equipment

 

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Specifications, Purchaser’s exclusive remedy as to such Warranty Itemshall be limited to repair of the applicable Warranty Item by Seller or issuanceof a cash refund in the amount of the Asset Purchase Price allocable to suchWarranty Item by the Seller.  It shall bewithin Seller’s sole discretion to elect to repair or to refund the portion ofthe Asset Purchase Price allocated to any piece of Equipment which is aWarranty Item.  Purchaser shall provideprompt notice to Seller of any Warranty Item which requires repair followingPurchaser’s knowledge thereof, and in all events sufficiently promptly tominimize any further damage to such Warranty Item.  Purchaser shall provide reasonable access tothe Premises to Seller, its employees or contractors so as to allow Seller to effect any repair to a Warranty Item.

 

(b)                                 Non-WarrantyEquipment.  Seller warrants toPurchaser that the Equipment which are not WarrantyItems, shall be operational on the Effective Date.

 

(c)                                  Limitationon Warranty.  Exceptas otherwise provided in this Article 7, Purchaser acknowledges andagrees that the provisions of the warranties given under this Section 7.6constitute the sole and exclusive remedy available to it with respect todefective Warranty Items.  Exceptfor the warranties provided in this Section 7.6, all warranties,whether expressed, implied or statutory, are hereby expressly excluded anddisclaimed by Seller.  The warranty as tothe Warranty Items set forth in Section 7.6(a) above, shall only bevalid with respect to warranty claims submitted by Purchaser within the onehundred fifty-four (154) day period commencing as to each such WarrantyItem, on the first to occur of:  (i) thedate on which Purchaser takes title to such Warranty Item pursuant to Section 6.4above: and (ii) the Closing Date (the “**WarrantyPeriod**”).  The warranty setforth in this Section 7.6 shall not apply to the extent any breachof warranty is directly attributable to any damage or casualty occurring duringPurchaser’s ownership of the Warranty Items, or due to Purchaser’s failure tomaintain any Warranty Item in the ordinary course in accordance with Seller’spast custom, and the Equipment Specifications. In no event shall Seller’s liability under this Section 7.6 asto Warranty Items repair or replacement exceed the portion of the AssetPurchase Price, on an aggregate basis, for the category of Equipment to whichsuch Warranty Items belong.

 

7.7                                 RemediesCumulative.  Remedies provided inthis Agreement shall be cumulative and shall not preclude any party fromasserting any other right or seeking any other remedies against the other party.

 

**ARTICLE 8**

** **

**MISCELLANEOUS**

 

8.1                                 Notices.  Any notices or other communications pursuantto this Agreement shall be deemed to have been given when delivered personally,or within three (3) days of being deposited in the United States mail,registered or certified, with proper postage and registration or certificationfees prepaid, or when delivered to Federal Express or a similar overnightcarrier, addressed to each party at such party’s principal place of business asset forth on the signature page hereofor to such other addresses as may bedesignated by any of the parties from time to time by written notice given tothe other party in the aforesaid manner.

 

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8.2                                 Survival.  Seller’s representations and warranties underSections 3.1(a),(b) and (h) shall surviveindefinitely.  Seller’s representationsand warranties under Sections 3.1(c),(d),(f), and (g) above shall survive for a period of twelve (12)months following the Closing Date. Seller’s representations and warranties under Section 3.1(e)above shall survive for a period of six (6) months following the Closing Date.  Seller’s representations and warranties underSection 3.1(i) above shall survive until September 30, 2011.  Except for the foregoing representations andwarranties and the warranty contained in Section 7.6 (subject to thelimitations on survival specified hereinbelow), none of the representations andwarranties contained in this Agreement shall survive beyond the ClosingDate.  All covenants and agreements ofthe parties set forth in this Agreement which indicate they are to be performedafter the Closing Date shall survive the Closing Date until performed,including for avoidance of doubt, Sections 1.4, 1.6, 1.7,2.2(d), 6.3, 6.4, Article 7 and Article 8hereof.  Any warranties provided bySeller under Section 7.6 are expressly limited to the periods, ifany, specified in Section 7.6.  Each party shall provide writtennotice to the other party, as soon as practicable thereafter and in all eventsprior to the Closing, of any matter which is actually known by such party priorto the Closing to constitute a breach of any representation or warranty of the other party untrue, incorrect ormisleading in any material respect.  The personswhose actual knowledge shall be the basis for compliance with the foregoingcovenant shall be limited to Ashraf Hanna and Katie-Pat Bowman on behalf ofPurchaser and Paul Draper and Patrick Hoy on behalf of Seller.

 

8.3                                 BindingEffect.  The terms and provisions ofthis Agreement shall be binding upon, and shall inure to the benefit of, theparties hereto and their respective assigns, heirs, representatives andsuccessors; provided, however, this Agreement shall not beassignable or transferable by either party hereto without the written consentof the other party, except that either party may assign its rights under thisAgreement to any of its Affiliates or to a successor in connection with themerger, consolidation, or sale of all or substantially all of its assets orthat portion of its business pertaining to the subject matter of thisAgreement, with prompt written notice to the other party of any such assignment,provided that the assigning party shall not be relieved of any obligationsunder this Agreement by any such assignment or transfer, and the assignee ortransferee shall agree to be bound by all of the terms and conditions of thisAgreement in a writing delivered to the other party as a condition to theeffectiveness of such assignment or transfer.

 

8.4                                 ApplicableLaw;  Waiver ofBulk Sales Law.  This Agreement andthe rights and obligations of the parties hereunder shall be construed under,and governed by, the laws of California without giving effect to conflict oflaws provisions.  The parties jointly waiveall bulk sales laws applicable to the transfers effectedpursuant to this Agreement.

 

8.5                                 EntireAgreement.  This Agreement, theattached exhibits referenced herein, and the instruments, agreements andcertificates to be executed and delivered pursuant hereto, together with thatcertain Mutual Confidentiality Agreement dated as of March 15, 2004, asamended by a certain Letter Amendment, of even date herewith, by and betweenPurchaser and Seller (the “**Amended March CDA**”),constitute the entire understanding of the parties with respect to the subjectmatter hereof and supersede any and all prior letters, agreements ormemorandums of understanding.  Nomodification or waiver of this Agreement or any part hereof shall be valid oreffective unless in writing and signed by the party or parties sought to be

 

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chargedtherewith; and no waiver of any breach or condition of this Agreement shall bedeemed to be a waiver of any other subsequent breach or condition, whether oflike or different nature.

 

8.6                                 Headings;Terminology.  The various headings ortitles used herein are for convenience only and shall not affect theinterpretation of any of the provisions hereof. All personal pronouns used in this Agreement, whether used in themasculine, feminine or neuter gender, shall include all other genders; and thesingular number shall include the plural, and vice versa.

 

8.7                                 ForceMajeure.  In the event, as the resultof the occurrence of an act of God, governmental action (including anyproceeding instituted by any governmental agency or authority to enjoin orprevent the transactions contemplated by this Agreement or condemn thePremises), labor or workforce stoppage or strike, fire, flood, materialdestruction or damage to the Premises or the Assets, act of terrorism or otherunforeseen event (such a “Force Majeure Event”), beyond the reasonable controlof the party affected thereby, such party is prevented from performing itsobligations under this Agreement, such failure to perform shall be excused andshall not be a breach or default of this Agreement for the period in which saidcondition prevails.  Any party claimingthe occurrence of a force majeure event as an excuse for performance shall giveprompt written notice to the other party of such event and the estimatedduration of such event.  Force MajeureEvent shall not be deemed to include financial capacity of a party to performits obligations under this Agreement.

 

8.8                                 Confidentiality.  Theparties acknowledge that they are parties to the Amended March CDA andthat it remains in full force and effect. In addition, the parties agree that the terms of this Agreement may bedisclosed by either party in connection with reporting obligations, if any,required by the rules and regulations of the United States Securities andExchange Commission, and that such disclosure shall not be deemed a violationof the obligations contained in the Amended March CDA; provided, however,each party shall provide the other party with reasonable advance notice of, andan opportunity to comment on, any such disclosure.  Notwithstanding the foregoing,  the parties agreethat any press releases regarding the transactions provided for under thisAgreement shall be subject to mutual approval of the parties prior to anypublic dissemination thereof.

 

8.9                                 Counterparts.  This Agreement may be executed incounterparts, all of which when taken together shall be deemed a fully executedoriginal.

 

8.10                           OtherAssurances.  Each party agrees totake such actions as may be reasonably required by the other party toeffectuate the transactions contemplated by this Agreement upon written requestfrom the other party stating the necessity and basis for such additionalaction.

 

8.11                           Attorneys’Fees.  In the event that any actionis brought for the enforcement or interpretation of this Agreement, the partydetermined by the court in which such action is brought to be the prevailingparty in such action shall be entitled to recovery of reasonable attorneys’ feesand costs incurred in said action.

 

8.12                           Joint and Several Liability.  Theundersigned Tanox, Inc., a Delaware corporation (“Tanox Parent”), the soleshareholder of Tanox West, hereby assumes joint and several liability

 

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for theobligations of the Purchaser under this Agreement, and agrees to be bound byall the terms and provisions of this Agreement. Tanox Parent hereby accepts, not as a surety but as a principal andco-debtor, joint and several liability with Tanox West with respect to thepayment of all of the obligations of the Purchaser hereunder, upon and subjectto the terms hereof, it being the intention of the parties hereto that all suchobligations shall be the joint and several obligations of Tanox Parent andTanox West without preferences or distinction among them.  If and to the extent that Tanox West shallfail to make any payment with respect to any obligation of the Purchaserhereunder as and to the extent due in accordance with and subject to the termsthereof, then in such event Tanox Parent will make such payment with respect tosuch obligation.

 

[Remainder of PageIntentionally Blank]

 

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IN WITNESSWHEREOF, the parties have executed this Lease Assignment and Asset PurchaseAgreement as of the date first above written.

 
|   | **PURCHASER:**              |
|--------|-----------------------------|
|   |                        |
|   | **TANOX WEST, INC.**        |
|   |                        |
|   |                        |
|   | By:                         | /s/ Nancy T. Chang |   |
|   | Name: Nancy T. Chang        |   |
|   | Title: President            |   |
|   |                        |
|   |                        |
|   | 10301 Stella Link           |   |
|   | Houston, Texas 77025        |   |
|   |                        |
|   | ** **                  |
|   | **SELLER:**                 |
|   |                        |
|   | **BIOGEN  IDEC INC.**       |
|   |                        |
|   |                        |
|   | By:                         | /s/ Edward M. Rodriquez |   |
|   | Name:                       | Edward M. Rodriquez |   |
|   | Title:                      | Vice President, Finance |   |
|   |                        |
|   |                        |
|   | 5200 Research Place         |   |
|   | San Diego, CA 92122         |   |
|   |                        |
|   |                        |
|   | **TANOX, INC.**             |
|   |                        |
|   |                        |
|   | By:                         | /s/ Nancy T. Chang |   |
|   | Name: Nancy T. Chang        |
|   | Title:  President & CEO |
|   |                        |
|   |                        |
|   | 10301 Stella Link           |   |
|   | Houston, Texas 77025        |   |
|        |                             |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

 

[SIGNATURE PAGE TO LEASEASSIGNMENT AND

ASSET PURCHASE AGREEMENT]

 

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** **

**INDEX OF EXHIBITS**

 
| EXHIBITS           |
|--------------------|
|               |   |   |   |   |
| “A”      |   | - |   | Lease |
| “B”      |   | - |   | Form of Confirmation of Assignment |
| “C”      |   | - |   | Form of Lease Amendment |
| “D”      |   | - |   | Form of Transition Services Agreement |
| “E”      |   | - |   | Location of Rad Areas |
| “F”      |   | - |   | List of MSM Equipment |
| “G”      |   | - |   | List of Process Development Equipment |
| “H”      |   | - |   | List of QA/QC Equipment |
| “I”      |   | - |   | List of FF&E |
| “J”      |   | - |   | List of Maintenance Inventory |
| “K”      |   | - |   | List of Documentation |
| Sub-Exhibits       |   |   |   | K-1 Maintenance and Calibration Records |
|               |   |   |   | K-2 Turnover Packages |
|               |   |   |   | K-3 SOPs |
|               |   |   |   | K-4 Validation Protocols |
|               |   |   |   | K-5 Environmental Reports |
|               |   |   |   | K-6 QA/QC  Equipment Qualification Documents |
|               |   |   |   | K-7 EFCRs |
|               |   |   |   | K-8 Change  Control Documents 2003 |
|               |   |   |   | K-9 Change  Control Documents 2004 |
|               |   |   |   | K-10 Drawings |
|               |   |   |   | K-11 Training Material |
|               |   |   |   | K-12 Document Plan |
| “L”      |   | - |   | Form of Bill of Sale |
| “M”      |   | - |   | Form of Assignment of Intangibles and  Warranties |
|               |   |   |   |   |
| Schedule 1.1  |   | - |   | List of Premises Repairs |
| Schedule 1.5  |   | - |   | Phased Occupancy Plan |
| Schedule 3.1  |   | - |   | Seller’s Disclosures |
| Schedule 7.6A |   | - |   | List of Warranty Items |

 

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