Exhibit 10.2





Exhibit 10.2




THIS AGREEMENT is made the fourth day of October, Two Thousand and Seven



BETWEEN:




	(1)	 	Ken Frizelle, Trevor Frizelle, Kevin Frizelle, James Frizelle and Dianne Frizelle trading in
partnership as Sterilab Services (“the Vendor”) and







	(2)	 	Trinity Biotech (UK Sales) Limited (Company Number 4524238) whose registered office is at
Salisbury House, 54 Queens Road, Reading, RG1 4AZ (“the Purchaser”)






WHEREAS




	(A)	 	The Vendor carries on the Business under the Business Name







	(B)	 	The Vendor has agreed with the Purchaser for the sale to the Purchaser of the business and of
its assets on the terms set out in this Agreement






NOW IT IS HEREBY AGREED as follows:




	1.	 	DEFINITIONS







	 	1.1.	 	In this Agreement







	 	1.1.1.	 	“the Assets” means collectively the Goodwill, Fixtures and Fittings, Field
Instrumentation and the Stocks







	 	1.1.2.	 	“the Book Debts” means all book and other debts accrued or accruing due to the Vendor
in respect of the Business as at the Completion Date







	 	1.1.3.	 	“the Business” means the professional products business of the Vendor being the sales
and distribution of Trinity infectious disease diagnostic products carried on under the
Business Name at the date of this agreement

	 
	 	1.1.4.	 	“the Business Name” means “Sterilab” and/or “Sterilab Services”







	 	1.1.5.	 	“Completion” means the performance by the parties hereto of their respective
obligations under the terms of this Agreement

	 
	 	1.1.6.	 	“Completion Date” means the date set out in clause 7





 


 









 






	 	1.1.7.	 	“Creditors” means the aggregate amount owed by the Vendor in connection with the
Business to the Completion Date







	 	1.1.8.	 	“Disclosed” means fairly disclosed in such manner and with sufficient detail as would
enable a reasonable purchaser to make a reasonably informed and accurate assessment of
the nature and scope of the matter concerned







	 	1.1.9.	 	“Disclosure Letter” means the letter from the Vendors to the Purchaser of even date
herewith







	 	1.1.10.	 	“the Distribution Agreement” means the distribution agreement entered into on 14
January 2003 and made between Trinity Biotech Manufacturing Limited and the Vendor.







	 	1.1.11.	 	“The Employees” means the persons engaged in the Business as at the Completion Date
whose names and details are listed in Schedule 1

	 
	 	1.1.12.	 	“the Fixtures and Fittings” means the items listed in Schedule 2 hereto







	 	1.1.13.	 	“Field Instrumentation” means instruments owned by the Vendor which are located at
customers’ premises and are using reagents supplied by the Vendor. The details of these
instruments are shown in Schedule 3.







	 	1.1.14.	 	“the Goodwill” means the goodwill of the Vendor in connection with the Business and
the exclusive right for the Purchaser or its assignee to represent himself as carrying
on the Business in succession to the Vendor and the right to all lists of customers and
suppliers of the Business, standing orders and other documents and records relating
exclusively to the Business







	 	1.1.15.	 	“the Liabilities” means the liabilities of the Business outstanding at the Completion
Date







	 	1.1.16.	 	“Nominated Account” means account no 10104418, Sort Code 16-20-36, Account Name
Sterilab Services UK, Royal Bank of Scotland, Harrogate







	 	1.1.17.	 	“the Purchaser’s Solicitors” means Barrett & Co of 54 Queens Road, Reading, RG1 4AZ
(Ref SAB)





 


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	 	1.1.18.	 	“the Regulations” means the Transfer of Undertakings (Protection of Employment)
Regulations 2006







	 	1.1.19.	 	“the Stocks” means the stock-in-trade of the Business at the Completion Date and
printed promotional material related exclusively to the Business







	 	1.1.20.	 	“the Vendor’s Solicitors” mean Dickinson Dees of 121 The Mount, York, YO24 1DU (Ref
PA)







	 	1.1.21.	 	“the Warranties” means the warranties representations and undertakings set out in
clause 17 and Schedule 6







	 	1.1.22.	 	“Warranty Claim” means any claim by the Purchaser for breach of any of the Warranties







	 	1.2.	 	The headings in this Agreement are for convenience only and shall not affect the
interpretation hereof. References in this Agreement to clauses recitals or schedules are
to clauses of and recitals or schedules to this Agreement unless otherwise expressly
stated. Unless the context otherwise requires the singular shall include the plural and
vice versa the masculine shall include the feminine and references to persons shall include
bodies corporate unincorporated associations and partnerships. References in this
Agreement to any statute or statutory provision shall include any statute or statutory
provision which amends extends consolidates or replaces the same or which has been amended
extended consolidated or replaced by the same and shall include any order regulation
instrument or other subordinate legislation made under the relevant statute or statutory
instrument. Where the Purchaser includes one or more persons any covenant given by the
Purchaser is on a joint and several basis





 


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	2.	 	AGREEMENT FOR THE SALE AND PURCHASE






Subject to the provisions of this Agreement the Vendor shall sell with full title guarantee and the
Purchaser relying on the Warranties shall purchase free from all charges liens and encumbrances
with effect from the Completion Date the Business as a going concern comprising the following
assets for the consideration of £660,000 to which shall be added the additional consideration for
goodwill as set out in paragraphs 1.2 and 1.3 of Schedule 4 in respect of Sales and Incremental
Sales if any and in respect of Stock all of which shall be calculated and paid in accordance with
Schedule 4 and which shall be in respect of the following assets:




	 	2.1	 	The Goodwill

	 
	 	2.2	 	The Fixtures and fittings as listed in Schedule 2

	 
	 	2.3	 	The Field Equipment as listed in Schedule 3







	 	2.4	 	The Stocks calculated as in Schedule 4. In the event that acquired stocks with a shelf life
of less than 6 months on acquisition is not subsequently sold to third parties by the
Purchaser before expiry the Vendor will reimburse the Purchaser at cost for any such stock
items provided that the Purchaser shall use reasonable efforts to sell acquisition stock
before selling stock acquired after completion.







	 	2.5	 	all lists and data and particulars of suppliers, clients and customers, sales and stock
records, customer standing orders, price lists, catalogues, sales brochures, sales literature
and publicity material of the Business, technical know-how and all other documents relating
exclusively to the Business as the Purchaser may reasonably require to enable it effectively
to carry on the same in succession to the Vendor.







	 	2.6	 	without in any way limiting the generality of the foregoing all other assets (if any) of
whatever nature employed exclusively in the Business at the Completion Date but
excluding the Excluded Assets referred to in clause 4.







	3.	 	PASSING OF RISK AND TITLE







	 	3.1.	 	The risk and property in the Fixtures and Fittings shall not pass to the Purchaser
until the Completion Date







	 	3.2.	 	Notwithstanding anything hereinbefore contained to the extent that any of the Assets
hereby agreed to be sold are the subject of a lease and/or hire agreements and cannot
effectively be transferred to the Purchaser except with the consent of or by an agreement
of novation with one or more third parties the obligation of the Vendor to transfer the
same shall be conditional upon the consent of such third parties being received or (as the
case may be) such novation being effected and until such consent has been received or such
novation has been effected the Purchaser shall pending the transfer thereof perform all the
obligations of the Vendor under such lease or hire agreement and indemnify the Vendor
against all liabilities thereunder





 


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	4.	 	EXCLUDED ASSETS AND LIABILITIES

	 
	 	 	There shall be excluded from the sale and purchase and be retained by the Vendor:







	 	4.1.	 	all the statutory books and statutory records of the Vendor







	 	4.2.	 	all Book Debts and other debts (including VAT thereon) accrued or accruing due to the
Vendor in respect of the Business up to Completion







	 	4.3.	 	cash in hand or at the Bank at Completion







	 	4.4.	 	any amounts recoverable or payable in respect of taxation including Value Added Tax
attributable to periods ending on or before Completion







	 	4.5.	 	the Liabilities and the Creditors







	5.	 	APPORTIONMENTS OF PERIODICAL CHARGES AND ADJUSTMENTS TO THE AMOUNT OF THE
CONSIDERATION






All periodical charges and outgoings of the Business shall be apportioned on a time basis so that
such part of the relevant charges attributable to the period ending on Completion shall be borne by
the Vendor (as the case may require) and such part of the relevant charges attributable to the
period commencing on the day following Completion shall be borne by the Purchaser to the extent
such obligations are being assumed by the Purchaser




	6.	 	EMPLOYEES






The parties hereto acknowledge that no Employees are to transfer to the Purchaser but:




	 	6.1.	 	The Vendor shall indemnify the Purchaser against each and every cost claim liability
expense or demand arising from any claim or allegation by an Employee that in consequence
of the sale of the Business to the Purchaser there has been or will be a substantial change
in such Employee’s working conditions to his detriment





 


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	 	6.2.	 	If any contract of employment or engagement has effect as if originally made between
the Purchaser and any person or body or their representatives as a result of the provisions
of the Regulations or otherwise:







	 	6.2.1.	 	the Purchaser may terminate such contract or agreement and

	 
	 	6.2.2.	 	the Vendor shall indemnify and hold the Purchaser harmless against each and every
cost, claim, liability, expense or demand (including any liability to taxation
and legal and other professional fees and expenses) that the Purchaser may
suffer, incur, sustain or pay:







	 	(a)	 	by reason of, on account of or arising out of
such termination or

	 
	 	(b)	 	arising from such contract either before or after
the Completion Date if the Purchaser does not terminate such contract







	7.	 	COMPLETION






The
purchase shall be completed on the
        day of          Two Thousand and
Seven




	8.	 	COMPLETION DETAILS







	 	8.1.	 	Completion of the sale and purchase hereby agreed shall take place on the Completion
Date at the offices of the Vendor’s Solicitors or at such other time and/or place as the
Vendor’s Solicitors and the Purchaser’s Solicitors may mutually agree or at such other
place as the Vendor’s Solicitors may reasonably require







	 	8.2.	 	At Completion







	 	8.2.1.	 	The Vendor shall place the Purchaser in effective possession and control of the
Business and cause to be delivered to the Purchaser all the Assets which are capable
of passing by delivery





 


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	 	8.2.2.	 	The Vendor and the Purchaser shall enter into a Deed Of Novation of the
Distribution Agreement and the Purchaser shall procure that Trinity Biotech
Manufacturing Limited shall enter into the Deed of Novation

	 
	 	8.2.3.	 	The Vendor shall deliver to the Purchaser







	 	8.2.3.1.	 	a duly executed Assignment of the Goodwill

	 
	 	8.2.3.2.	 	all relevant information relating to the customers and suppliers of the
Business, including, but not limited to, detailed sales histories by customer

	 
	 	8.2.3.3.	 	all sales publications, advertising and promotional material and terms
and conditions of sale which relate exclusively to the Business, including a
soft copy of the most recent sales brochure

	 
	 	8.2.3.4.	 	Certificates of Non-Crystallisation relating to all financial charges
Mortgages or Debentures over the Assets







	 	8.3.	 	In return at Completion the Purchaser shall deliver to the Vendor’s Solicitors (who are
irrevocably authorised to receive the same) by telegraphic transfer to the Nominated Amount
the sums due to the Vendor hereunder pursuant to Clause 2 hereof







	 	8.4.	 	The Purchaser and Vendor shall undertake a joint stock take on the basis set out in
paragraph 3 of Schedule 4 on Completion and both parties shall agree the quantities of
Stock acquired for the purposes of calculating sums due to the Vendor in respect of the
Stock







	 	8.5.	 	Within 30 days of Completion the Purchaser shall deliver to the Vendor’s Solicitors
(who are irrevocably authorised to receive the same) by telegraphic transfer to the
Nominated Account the sums due to the Vendor hereunder in respect of the Stocks pursuant to
Clause 8.4 hereof less any sums due to Trinity Biotech Manufacturing Limited at Completion
under the terms of the Distribution Agreement







	 	8.6.	 	Within 30 days of Completion the Purchaser shall pay to the Vendor by telegraphic
transfer to the Nominated Account any additional goodwill consideration due in respect of
Sales and Incremental Sales such additional consideration to be calculated in accordance
with paragraphs 1.2 and 1.3 of Schedule 4.





 


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	9.	 	NO REPRESENTATION






The Purchaser admits that he has inspected the Fixtures and Fittings and the Stock and that he has
entered into this Agreement solely on the basis of that inspection and the terms of this Agreement
and not in reliance upon any other representation whether written or oral or implied made by or on
behalf of the Vendor other than such of the written information given to the Purchaser or
Purchaser’s Solicitors in reply to enquiries before contract or in reply to observations thereon




	10.	 	NON MERGER






This Agreement shall as to any of its provisions remaining to be performed or capable of having
effect following completion of the sale and purchase hereby agreed remain in full force and effect
notwithstanding completion of the sale and purchase




	11.	 	INTEREST






Interest on the balance of the payments referred to in Clause 2 which are not paid on their due
date shall accrue interest at the rate of 4% above National Westminster Bank plc base rate from
time to time




	12.	 	V.A.T 






The Vendor and Purchaser acknowledge and agree that the sale represents the transfer of a business
(or part of a business) as a going concern. The parties intend that the Value Added Tax Act 1994
Section 49 (“Section 49”) and the Value Added Tax (Special Provision) Order 1995 Article 5 as
amended (“Article 5”) shall apply to the transfer of the Business and




	 	12.1.	 	the Parties shall use all reasonable endeavours to secure that pursuant to Section 49
and Article 5 the sale of the Business is treated as neither a supply of goods nor a supply
of services for the purposes of VAT

	 
	 	12.2.	 	on Completion the Vendor shall deliver to the Purchaser all records relating to the
Business referred to in Section 49





 


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	 	12.3.	 	the Vendor warrants to the Purchaser that they are and will at completion be duly
registered for the purposes of VAT

	 
	 	12.4.	 	The Purchaser warrants that either:-







	 	12.4.1.	 	he is and will at completion be duly registered for the purpose of VAT; or

	 
	 	12.4.2.	 	he will be (as a result of completion) a taxable person for VAT purposes (within the
meaning of Section 3 of the Value Added Tax Act 1994)







	 	12.5.	 	In the event that VAT is chargeable on the transfer of any of the Assets pursuant to
this agreement then subject to the receipt by the Purchaser of a valid VAT invoice or
invoices relating to such Assets the Purchaser shall pay to the Vendor (in addition to the
consideration referred to in clause 2)







	 	12.5.1.	 	an amount equal to the amount of VAT payable in respect of the same; together with

	 
	 	12.5.2.	 	any penalty or interest incurred for late payment of such tax but only to the extent
that such late payment is caused by a breach by the Purchaser of the warranty contained
in clause 12.4 or by any failure by the Purchaser to fulfil or properly and timeously
carry out any obligation imposed upon him by this clause 12







	13.	 	VENDOR’S OBLIGATIONS AT AND AFTER COMPLETION







	 	13.1.	 	The Vendor will immediately after the Completion Date cease to carry on the Business
but (subject always to its obligations under the Insolvency Act 1986) will promptly pay all
creditors in a manner consistent with the way it did so prior to Completion

	 
	 	13.2.	 	The Vendor will at the request of the Purchaser and on reasonable notice be available
for a period of three months following the Completion Date to assist in the transition of
the customer base and/or to provide at cost consultancy services to the Purchaser in order
to assist Purchaser in its dealings with the Vendors customers so as to seek to preserve
the entirety of the Goodwill for the benefit of the Purchaser





 


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	14.	 	THE BOOK DEBTS







	 	14.1.	 	The Book Debts as at Completion shall remain respectively the property and
responsibility of the Vendor







	 	14.2.	 	The Vendor shall be entitled to collect the sums due to it from debtors for its own
account but the Vendor undertakes to the Purchaser that it will not issue or threaten to
issue any court or insolvency proceedings against any debtor in relation to any Book Debt
without giving at least 28 days prior written notice of its intention to do so to the
Purchaser and the Purchaser shall have the right to purchase the Book Debt in question
against payment to the Vendor of the full nominal amount thereof and the Vendor shall not
issue or threaten to issue any court or insolvency proceedings until the expiration of the
said period of 28 days.







	 	14.3.	 	The Vendor shall inform Purchaser of any amounts received by Vendor from customers in
respect of post acquisition sales and shall remit such amounts promptly to the Purchaser on
a weekly basis







	15.	 	CREDITORS AND LIABILITIES







	 	15.1.	 	The Vendor shall promptly discharge the Creditors and Liabilities and notwithstanding
Completion shall be solely responsible for all debts payable by and claims outstanding
against the Vendor or the Business to and including the Completion Date including (without
limitation) all sums payable under taxation statues and other expenses. The Vendor agrees
to indemnify the Purchaser fully at all times from and against any and all claims actions
proceedings demands liabilities costs and expenses in connection with any of the Creditors
or the Liabilities







	 	15.2.	 	The Vendor shall:







	 	15.2.1.	 	remain liable for and indemnify the Purchaser against claims by third parties in
respect of any goods or services supplied by the Vendor and any third party
liabilities including without limitation all reasonable, costs, claims, expenses which
it may incur as a result of anything done or omitted to be done by the Vendor prior to
the Completion Date in relation to the Assets, the employees or the Business





 


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	 	15.2.2.	 	upon becoming aware of any such claim the Vendor will promptly give notice of it to
the Purchaser and shall not take any steps which might reasonably be expected to damage
the commercial interest of the Purchaser without prior consultation with the Purchaser







	 	15.3.	 	The liability of the Vendor under clause 15.2.1 shall extend to any settlement by the
Purchaser of a claim (including costs) made with the written approval of the Vendor







	16.	 	TITLE






The Vendor shall take all necessary steps and co-operate fully with the Purchaser to ensure that it
obtains the full benefit of the Business and Assets and shall execute such documents and take such
other steps (or procure other necessary parties so to do) as are reasonably necessary or appropriate for vesting in
the Purchaser all its rights and interests in the Assets





	17.	 	WARRANTIES







	 	17.1.	 	The Vendor hereby undertakes represents and warrants to the Purchaser that save as
Disclosed in the Disclosure Letter each of the Warranties and of the statements set out
herein is at the date hereof true and accurate in all material respects







	 	17.2.	 	The Purchaser is entering this Agreement in reliance upon each of the Warranties which
the Vendor acknowledges







	 	17.3.	 	The Warranties shall remain in full force and effect after Completion







	 	17.4.	 	Each of the Warranties shall be construed as a separate and independent Warranty and
shall not be limited by reference to any other Warranty







	 	17.5.	 	The rights and remedies of the Purchaser in respect of any breach of the Warranties
shall not be affected by completion of the purchase of the Assets by any investigation made
by or on behalf of the Purchaser into the affairs of the Vendor by the Purchaser failing to
exercise or delaying the exercise of any of its rights or remedies or by any other event or
matter whatsoever except a specific and duly authorised written waiver or release





 


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	 	17.6.	 	Any Warranty qualified by expression such as “to the best of the Vendor’s knowledge
information and belief” or by references to the awareness of the Vendor shall be deemed to
include a statement that it is made after due and careful inquiry of Ken Frizelle, Trevor
Frizelle, Kevin Frizelle, James Frizelle or Dianne Frizelle .







	18.	 	WARRANTY LIMITATIONS







	 	18.1.	 	The Vendor shall not be liable under any provision in this Agreement:-







	 	18.1.1.	 	to the extent that the facts which might result in a claim or possible claim are
disclosed or referred to in the Disclosure Letter;







	 	18.1.2.	 	to the extent that a claim arises wholly or partly:-







	 	18.1.2.1.	 	from an act or omission occurring at the request of or with the consent of the
Purchaser;

	 
	 	18.1.2.2.	 	from an act or omission compelled by law;







	 	18.1.2.3.	 	as a result of the failure on the part of the Purchaser to make any claim,
election, surrender or disclaimer or give notice or consent to do any other thing
under the provisions of any law or regulation relating to Taxation after
Completion;







	 	18.1.2.4.	 	from any change in the nature of the Business or in the manner of conducting
the Business after Completion;







	 	18.2.	 	to the extent that the subject of the claim has been or is made good or is otherwise
compensated for without cost to the Purchaser;







	 	18.3.	 	to the extent to which the claim in question would not have arisen but for any matter
or thing done or omitted to be done by the Purchaser or persons deriving title from the
Purchaser on or after Completion;





 


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	 	18.4.	 	The Vendor shall not be liable in respect of any claim under this Agreement or in
respect of any misrepresentation relating to the sale of the Assets unless:-







	 	18.4.1.	 	the Vendor receives written notice of the claim which:-







	 	18.4.1.1.	 	is served on the Vendor before the first anniversary of the date of
Completion;







	 	18.4.1.2.	 	refers to the Warranty or provision in this Agreement or any misrepresentation
relating to the sale of the Assets which the Purchaser alleges has been breached or
upon which the Purchaser relies; and







	 	18.4.1.3.	 	gives reasonable details of the facts or events then known to the Purchaser
which the Purchaser alleges constitute the breach or give rise to the claim;







	 	18.4.1.4.	 	(subject to the Vendor and the Purchaser otherwise agreeing in writing) court
proceedings have been issued and properly served by the Purchaser against the
Vendor in respect of such claim within the period of 3 months immediately following
notification under clause 18.8







	 	18.5.	 	The aggregate liability of the Vendor in respect of all claims under this Agreement or
any misrepresentation relating to the sale of the Assets shall in no event exceeds
50(fifty) per cent of the purchase price set out in clause 2 above and no amount shall be
payable by the Vendor in respect of any such claim unless the amount of such claim exceeds
£10,000 (a “Qualifying Claim”).







	 	18.6.	 	If the Vendor at any time pays to the Purchaser an amount pursuant to a claim under
the provisions of this Agreement or in connection with any misrepresentation relating to
the sale of the Assets and the Purchaser subsequently becomes entitled to recover from some
other person any sum in respect of any matter giving rise to such claim the Purchaser shall
take necessary steps to enforce such recovery and shall immediately repay to the Vendor so
much of the amount paid by the Vendor to the Purchaser as does not exceed the sum recovered
from such other person less all costs, charges and expenses incurred by the Purchaser in
recovering that sum from such other person.





 


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	 	18.7.	 	The Purchaser shall inform the Vendor in writing of any event which comes to the
notice of the Purchaser or the Business whereby it appears that the Vendor is or is likely
to become liable under the provisions of this Agreement or any misrepresentation relating
to the sale of the Assets within twenty eight Business Days from the day upon which such
event is recognised by the Purchaser as being likely to give rise to a claim under this
Agreement or in connection with any misrepresentation relating to the sale of the Assets.
Where no notice is given by the Purchaser to the Vendor, this will not prejudice any claim
by the Purchaser happening before the first anniversary of the date of Completion, unless
absence of such notice is deemed to prejudice the Vendor’s own position. The Purchaser shall
take such action and give such information and assistance in connection with the affairs of
the Business as the Vendor may reasonably request to assist the Vendor to avoid, dispute,
resist, mitigate, compromise, defend or appeal against any claim in respect thereof and any
adjudication with respect thereto. The Vendor agrees to indemnify the Purchaser against any
costs arising in connection with such action. The conduct of any proceedings arising in
connection with any such claim shall be carried out by the Vendor provided always that
where any party to such proceedings (other than the Vendor) is at the time such proceedings
are commenced or are being pursued a material customer or supplier of the Business the
Vendor will consult with the Purchaser in relation to the conduct of such proceedings.







	 	18.8.	 	Where any claim against the Vendor under this Agreement or any misrepresentation
relating to the sale of the Business or the Assets arises in connection with a claim of any
nature made by a third party against the Purchaser or where the liability of the Vendor in
connection with any claim made against it under this Agreement or any misrepresentation
relating to the sale of the Business or the Assets, may be reduced by exercise by the
Purchaser of any rights which it might have against a third party, the negotiations
relating to and the conduct of any proceedings arising in connection with any such claim or
the exercise of such rights shall, if the Vendor requires and if the Vendor agrees to
indemnify the Purchaser against any costs arising in connection with such claim or the
exercise of such rights, be carried out by the Vendor, provided always that where any party
to such proceedings (other than the Vendor) is at the time such proceedings are commenced
or are being pursued by a material customer or supplier of the Business, the Vendor will
consult with the Purchaser in relation to the conduct of the proceedings. The Purchaser
shall take such action and give such information and assistance in connection with the
affairs of the Business as the Vendor may reasonably request to assist the Vendor to avoid,
dispute, resist, mitigate, compromise, defend or appeal against any claim in respect
thereof or to exercise such rights.





 


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	19.	 	RESTRICTIONS







	 	19.1.	 	The Vendor hereby undertakes with the Purchaser that he will not:







	 	19.1.1.	 	for a period of 12 months from the Completion Date be directly or indirectly
interested or concerned in or assist in carrying on any business undertaking company or
firm carrying on any business within the United Kingdom which is directly competitive
either with the Business or the Purchaser’s infectious disease business (whose
products are listed in Appendix 1) as they are carried on at the date hereof PROVIDED
that nothing herein contained shall prevent the Vendor from being the holder of or from
being beneficially interested in any class of securities in any company if such class
of securities is listed or dealt in on a recognised Stock Exchange or the Unlisted
Securities Market of the Stock Exchange where the Vendor neither
holds nor is beneficially interested in more than a total of five per centum of any
single class of the securities in that company







	 	19.1.2.	 	for a period of 12 months from Completion either on his own account or on behalf of
any other person firm or company solicit orders or contracts for goods of similar type
to those being provided by the Business or the Purchaser’s infectious disease business
(whose products are listed in Appendix 1) at the date hereof from any person firm or
company who or which is at the Completion Date or has been at any time within the
twelve months prior to the Completion Date a customer of or supplier to the Business







	 	19.1.3.	 	save as required to do so by law at any time hereafter make disclosure of or divulge
to any third party any information of a secret or confidential nature relating to the
Business or use such information for his own benefit or







	 	19.1.4.	 	at any time hereafter in relation to a trade or business competitive or likely to be
competitive with that the Business acquired by the Purchaser at the Completion Date use
or allow to be used the Business Name.





 


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	 	19.2.	 	The restrictions contained in clause 19.1 have been carefully considered by the Vendor
who accepts that they are reasonable and necessary for the proper protection of the
Goodwill accordingly the benefit thereof may be assigned by the Purchaser and its
successors in the Business but in the event that any of the restrictions shall be found to
be unenforceable for whatever reason but would be valid if some part thereof were deleted
or the period or area of application reduced such restriction shall apply with such
modification as may be necessary to make it valid and effective and the remaining
restrictions shall continue to bind the Vendor.







	 	19.3.	 	Nothing in this clause 19 shall prevent the Vendor from continuing to sell,
distribute, market and otherwise deal with the Excluded Products set out in Schedule 5 and
such other products that are not competitive with the Business at the date of Completion






MISCELLANEOUS MATTERS IN RESPECT OF THE SALE OF THE BUSINESS




	20.	 	The Vendor will carry on the Business in a reasonable manner up to Completion and knowingly
do nothing which shall injure the goodwill thereof

	 
	21.	 	All books of account relating to the Business shall remain the property of the Vendor and
retained by him but shall be made available for inspection by the Purchaser or his accountants
at reasonable times upon request during the period between the date hereof and the date twelve
months after the date of Completion







	22.	 	INTERPRETATION GOVERNING LAW AND OTHER MISCELLANEOUS PROVISIONS







	 	22.1.	 	No variations to this Agreement shall be effective unless in writing and signed by
each party hereto







	 	22.2.	 	This Agreement supersedes any previous agreement between the parties in relation to
the matters dealt with herein and represents the entire understanding of the parties in
relation thereto





 


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	 	22.3.	 	This Agreement shall be binding on the Vendor and the Purchaser their successors in
title and assigns and personal representatives (as the case may be)







	 	22.4.	 	This agreement shall be governed by English Law and the parties agree to submit to the
exclusive jurisdiction of the English courts







	 	22.4.1.	 	Any notice or other document to be given or sent hereunder shall be in writing and
may be delivered personally or sent by first class registered post to the party to be
served at that party’s address appearing in this Agreement or such other address as
that party shall notify in writing to the other. Any such notice or document shall
be deemed to have been served:







	 	22.4.1.1.	 	if delivered at the time of delivery

	 
	 	22.4.1.2.	 	if posted at the expiration of forty-eight hours after the envelope containing
the same shall have been put into the post







	 	22.4.2.	 	In proving such service it shall be sufficient to prove (as the case may be) that
delivery was made or that the envelope containing such notice or document was properly
addressed and posted as a prepaid first-class registered letter






AS WITNESS the hands of the parties hereto the day and year first above written


 


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THE SCHEDULE hereinbefore referred to




SCHEDULE 1




The Employees




Paul Armitage



 


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SCHEDULE 2




Fixtures & Fittings




Depreciated value as at 28-9-2007




	 	 	 	 	 
	• 1. Walk-in cold room
	 	£	1680.00	 
	 
	 	 	 	 
	• 2. Cold room temperature recording chart
	 	included in 1
	 
	 	 	 	 
	• 3. Cold room racking and shelving
	 	£	345.00	 
	 
	 	 	 	 
	• 4. Steel cupboards
	 	£	1.00	 
	 
	 	 	 	 
	• 5. Literature storage units x 20
	 	£	1.00	 
	 
	 	 	 	 
	• 6. Binding machine
	 	£	1.00	 
	 
	 	 	 	 
	• 7. Safety step ladder
	 	£	105.00	 





 


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SCHEDULE 3




Field Instrumentation




Amortised Value




	 	 	 	 	 
	 
	 	 	28/9/2007	 
	 
	 	 	 	 
	Beeblot Robotics Western Blot Processor No1
	 	£	2955.00	 
	 
	 	 	 	 
	Beeblot Robotics Western Blot Processor No2
	 	£	4566.00	 
	 
	 	 	 	 
	P800 Microplate Reader and Printer
	 	£	1738.00	 






 


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SCHEDULE 4




Purchase Price and Payment




The purchase price shall be computed and paid as follows:




1. For Goodwill,




1.1 1.6 times the sales of the Business for the year ended 31 December 2006 being the sum of
£648,608 (being 405,380 x 1.6) to be paid upon Completion




1.2 5% of the sales of the Business for the period 1 April 2007 to 30 September 2007, provided
the sales for the period exceed the run rate for 2006. For illustrative purposes, if sales for
the 12 month period ended 31 December 2006 are £390,000, sales must equal or exceed £195,000 for
6 months to 30 September 2007 for the 5% to be paid, and in such circumstances an amount of
£9,750 would be payable (being 5% of £195,000). In the event that sales for the 6 month period
ending 30 September 2007 are £220,000 an amount of £11,000 would be payable (being 5% of
£220,000). Any amount due under this clause 1.2 shall be paid within 30 working days of
completion.




1.3 In the event that the Vendors are entitled to receive the payment due pursuant to paragraph
1.2 above a further payment of 25% of the incremental sales of the Business during the 6 month
period to 30 September 2007. This 25% incremental purchase consideration will only be payable in
respect of new sales to existing customers and sales to new customers during the period. For
example, if sales for the 6 month period to 30 September 2007 amount to £220,000, an incremental
purchase consideration of £6,250 will be paid being 25% of the excess over £195,000 Any amount
due under this clause 1.3 shall be paid within 30 working days of completion.



 


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2. In calculating the amounts due under 1.2 and 1.3 above, the Business shall be conducted in
accordance with normal terms and conditions. Specifically, orders which would otherwise be due
for delivery in the period after 30 September 2007 shall not be delivered in advance of 30
September 2007; extended credit terms shall not be offered; and goods shall not be sold on a sale and
return basis.




3. All useable stocks of the Business shall be acquired at cost. Any amount due under this
clause shall be paid within 30 working days of completion. Cost shall mean the current Sterilab
transfer price from Trinity Biotech Manufacturing Limited in Euro converted to Sterling at the
Travillex/Reush exchange rate for Euro at completion. Usable stocks means that the products can
be sold in the market to existing customers off existing run rates prior to expiration.




4. For Fixtures and Fittings and Field Instrumentation, the price shall be based on depreciated
or amortised value as listed in Schedule 2 and 3 respectively. Amounts due under this clause
shall be paid within 30 working days of completion.


 


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SCHEDULE 5




EXCLUDED PRODUCTS





	a)	 	Diagnostics for the following analytes: HIV, HTLV, Hepatitis markers, Malaria







	b)	 	Rapid tests other than for analtyes for which Trinity Biotech has CE marked rapid tests
as at the Completion Date







	c)	 	Nucleic acid, PCR, molecular tests other than for analytes for which Trinity Biotech
has CE marked Nucleic acid, PCR, molecular tests as at the Completion Date







	d)	 	Bion and Apette products listed on pages 22 and 23 of the Vendor’s 2007 catalogue





 


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SCHEDULE 6




Warranties





	A 	 	GENERAL







	 	A1	 	Vendor’s other interests







The Vendor does not have any interest directly or indirectly in any business which is or is
likely to be or become competitive with the Business




	 	A2	 	Ownership of assets







	 	(1)	 	The Vendor owns the Assets and has not parted with the ownership possession or
control of or disposed or agreed to dispose of or granted or agreed to grant any option
or right of pre-emption in respect of or offered for sale its estate or interest in any
of the Assets







	 	(2)	 	None of the Assets are subject to any encumbrance (including without limitation
any debenture mortgage charge lien deposit by way of security bill of sale lease
hire-purchase credit-sale or other agreement for payment on deferred terms option or
right of pre-emption) or any agreement or commitment to give or create any of the
foregoing







	 	A3	 	Vulnerable antecedent transactions







The Vendor has not at any relevant time been party to a transaction pursuant to or as a
result of which any of the Assets are liable to be transferred or re-transferred to another
person or which gives or may give rise to a right of compensation or other payment in favour
of another person under the law of any relevant jurisdiction or country




	 	A4	 	Litigation and defaults







	 	(1)	 	The Vendor is not engaged in any litigation or arbitration proceedings
affecting the Business or the Assets as plaintiff or defendant except as claimant for
collection of debts and there are no such proceedings (as far as the Vendor is aware)
pending or threatened by or against the Vendor







	 	(2)	 	The Vendor does not know of anything which is likely to give rise to any
litigation or arbitration proceedings by or against the Vendor affecting the Assets





 


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	 	(3)	 	There has not been any default by the Vendor under any agreement or arrangement
to which it is a party in relation to the Assets or the Business and as far as the
Vendor is aware no threat or claim of any such default has been made and is outstanding







	 	(4)	 	The Business is not the subject of any investigation inquiry or enforcement
proceedings or process by any governmental administrative or regulatory body in
relation to the Assets or the Business nor is the Vendor aware of any thing which is
likely to give rise to any such investigation inquiry proceedings or process







	 	A5	 	Insolvency







	 	(1)	 	No receiver or administrative receiver has been appointed in respect of the
whole or any part of the assets or undertaking of the Vendor (including any of the
Assets)







	 	(2)	 	The Vendor has not stopped or suspended payment of its debts become unable to
pay its debts or otherwise become insolvent in any relevant jurisdiction







	 	(3)	 	No unsatisfied judgement order or award is outstanding against the Vendor in
relation to the Business and no written demand under s.123(1)(a) of the Insolvency Act
has been made against the Vendor and no distress or execution has been levied on or
other process commenced against any part of the Assets







	 	A6	 	Capacity and consequences of sale







	 	(1)	 	The Vendor has the requisite power and authority to enter into and perform this
agreement

	 
	 	(2)	 	Compliance with the terms of this agreement does not and will not:







	 	(a)	 	conflict with or constitute a default under any provision of:







	 	(i)	 	any agreement or instrument to which the Vendor is a party; or

	 
	 	(ii)	 	any loan to or mortgage created by the Vendor or any lien lease
order judgment award injunction decree ordinance or regulation or any other
restriction of any kind or character to which any of the Assets is subject or by
which the Vendor is bound; or





 


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	 	(b)	 	relieve any other party to a contract with the Vendor in relation to
the Business of its obligations or enable it to vary or terminate its obligations
under that contract; or

	 
	 	(c)	 	result in the creation or imposition of any lien charge or encumbrance
of any nature on any of the Assets







	B	 	COMMERCIAL AND FINANCIAL







	 	B1	 	Suppliers and customers







To the best of the knowledge information and belief of the Vendor




	 	(1)	 	no supplier of the Business has ceased or will cease supplying the Business or
has reduced or will reduce its supplies to the Business; and







	 	(2)	 	no customer of the Business has in the last 12 months terminated or is
intending to terminate any contract relating to the Business or to withdraw or reduce
its custom with it after Completion or as a result of the proposed acquisition of the
Business by the Purchaser







	 	B2	 	Contracts and financials







	 	(1)	 	The Purchaser (as successor to the Vendor) will not be required after the date
of this agreement to undertake any work or supply any goods or services relating to the
Business except on normal commercial terms under a contract entered into on or before
the date of this agreement







	 	(2)	 	No offer tender or the like in respect of the Business which is capable of
being converted into an obligation of the Vendor by an acceptance or other act on some
other person is outstanding except in the ordinary course of the Business







	 	B3	 	Material contracts







The Vendor is not a party to any contract arrangement or obligation relating to the Business
which whether by reason of its nature term scope price or otherwise is or is likely to be of
material importance to the Business or the profitability of the Business or which:




	 	(1)	 	is not in the ordinary course of trading of the Business; or

	 
	 	(2)	 	is incapable of performance in accordance with its terms within six months of
the date on which it was entered into or undertaken; or





 


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	 	(3)	 	is expected to result in a loss on completion of performance; or

	 
	 	(4)	 	is of an onerous nature or cannot be fulfilled or performed on time and without
undue or unusual expenditure of money and effort; or







	 	B4	 	Agencies etc







The Vendor is not in relation to the Business a party to:




	 	(1)	 	save for the Distribution Agreement any agency distributorship marketing
purchasing manufacturing or licensing agreement or arrangement; or







	 	(2)	 	any agreement or arrangement which restricts its freedom to carry on the whole
or any part of the Business in any part of the world in such manner as it thinks fit







	C	 	ASSETS







	 	C1	 	The Vendor has good and marketable title to all of the Assets and the Vendor owns
absolutely all such Assets free from and not subject to any agreement or commitment to give
or create any mortgage charge lien option bill of sale or any other encumbrance or claim of
any kind and in particular none of the Stocks are subject to any reservation of title in
favour of any third party or purchased generally on terms that ownership does not pass to
the relevant Seller until full payment is made by it to the supplier







	 	C2	 	The Stocks have been fully paid for by the Vendor and are of satisfactory quality
readily realisable and saleable at normal selling prices in the ordinary course of the
Business and will have a minimum remaining shelf life of 3 months from the Completion Date

	 
	 	C3	 	The Stocks are sufficient for the normal requirements of the Business





 


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	D	 	POWERS OF ATTORNEY

	 
	 	 	There are in force no powers of attorney given by the Vendor in connection with the conduct of
the Business. No person as agent or otherwise is entitled or authorised to enter into any
contract commitment or obligation on behalf of the Business which is not in the ordinary course
of such Business







	E	 	BUSINESS NAMES

	 
	 	 	The Vendor uses no name for any purpose in
connection with the Business other than the
Business Name.







	F	 	MATERIAL INFORMATION







To the best of the Vendor’s knowledge information and belief there is




	 	F1	 	No fact or matter material to the value of the Assets or materially affecting the
aggregate value of such Assets; and







	 	F2	 	no fact or matter materially affecting the trading of the Business which has not been
disclosed to the Purchaser and the disclosure of which might reasonably be expected
materially to affect the willingness of the Purchaser to purchase such Assets at the
aggregate price or the terms on which the purchase is made





 


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SIGNED as a Deed by Kenneth Alfred Frizelle in
the presence of



Signature of Witness:



Name:



Address:



Occupation



SIGNED as a Deed by Trevor Frizelle in the
presence of



Signature of Witness:



Name:



Address:



Occupation:



SIGNED as a Deed by Kevin Frizelle in the
presence of



Signature of Witness:



Name:



Address:



Occupation:


 


Page 29 of 30









 





SIGNED as a Deed by James Frizelle in the
presence of



Signature of Witness:



Name:



Address:



Occupation:



SIGNED as a Deed by Dianne Margaret Frizelle
in the presence of



Signature of Witness:



Name:



Address:



Occupation:



EXECUTED as a Deed by Trinity Biotech (UK
Sales) Limited acting by its Director and
Secretary or two Directors



Director:



Director/Secretary:




 


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