Unassociated Document


     

    Exhibit
10.58.2

     

    
      


      February
11, 2008

      


      


      


      Asset Purchase Agreement
(“APA”), dated as of January 1, 2008, by and between Merck & Co.,
Inc.  (“Seller”), Cherokee Pharmaceuticals LLC (“Buyer”) and PRWT
Services, Inc. (“Buyer Parent”) as amended by the First Amendment to Asset
Purchase Agreement (“First Amendment”), dated as of January 1, 2008  –
Final Accounting of Non FIN 5 Raw Materials.

      


      Pursuant
to Section
3.1(c) of the APA (as set forth in Section 1(k) of the
First Amendment), Seller, Buyer and Buyer Parent agree as follows:

      


      
        	
                 
      

              	
                1.

              	
                The
      Attached Schedule
      3.1(c)-1 represents the final accounting (“Final Accounting”) of
      the Non FIN 5 RM at the Cherokee Plant as of the Closing
    Date.

              


      

      


      
        	
                 
      

              	
                2.

              	
                Based
      on the Final Accounting, the final Non FIN 5 Purchase Price and the final
      Non FIN 5 Payment Amount, each, is $10,512,880.  The sum of
      $6,800,000 of the final Non FIN 5 Purchase Price and the final Non FIN 5
      Payment Amount is represented by the Non-FIN 5 Promissory
      Note.  The remaining sum of $3,712,880 of the final Non FIN 5
      Purchase Price and the Non FIN 5 Payment Amount is due and payable (and
      payment guaranteed) in accordance with Section 3.1(c)
      of the APA.

              


      

      


      Capitalized
terms in this letter shall have the meaning set forth in the APA and First
Amendment.

      


      
        	 	 MERCK
      & CO., INC.
	 	 
	 	 By:   	 
	 	 Name:	 
	 	 Title:	 


      

       

      
        
          	 	 CHEROKEE
      PHARMACEUTICALS LLC
	 	 
	 	 By:   	 
	 	 Name:	 
	 	 Title:	 


        

      

       

       

      
        
          	 	PRWT
      SERVICES, INC.
	 	 
	 	 By:   	 
	 	 Name:	 
	 	 Title:	 


        

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      Schedule
3.1(c)-1

      


      Final
Accounting of the Non FIN 5 RM at the Cherokee Plant as of the Closing
Date

      


      
        
          	
                  BU

                	 	 	
                  OBJ

                	 	 	
                  SUB

                	 	
                  Description

                	 	
                  Cherokee

                	 
	 	50305	 	 	 	1110	 	 	 	000	 	
                     Inventory - Raw
      Materials

                	 	 	7,882,747	 
	 	50305	 	 	 	1210	 	 	 	010	 	
                     Inventory -
      Packaging Components and Containers

                	 	 	223,425	 
	 	50305	 	 	 	1315	 	 	 	000	 	
                     Inventory - Work
      in Process

                	 	 	707,504	 
	 	50305	 	 	 	1515	 	 	 	000	 	
                     Inventory -
      Finished Goods

                	 	 	-	 
	 	50305	 	 	 	1315	 	 	 	060	 	
                     Inventory - Work
      in Process - Factory 6

                	 	 	115,716	 
	 	50305	 	 	 	1315	 	 	 	070	 	
                     Inventory - Work
      in Process - Factory 7

                	 	 	173,823	 
	 	50305	 	 	 	1315	 	 	 	450,621	 	
                     Inventory - Work
      in Process - Consignment J Mathey - Precious Metals

                	 	 	990,017	 
	 	50305	 	 	 	1315	 	 	 	520	 	
                     Inventory - Work
      in Process - Consignment Safety Kleen - Solvents

                	 	 	17,815	 
	 	50305	 	 	 	1703	 	 	 	010	 	
                     Inventory - Other
      - Deferred Production Variances

                	 	 	62,667	 
	 	50305	 	 	 	1715	 	 	 	030	 	
                     Inventory - Other
      - Fuel Oil

                	 	 	542,100	 
	 	50305	 	 	 	1815	 	 	 	050	 	
                     Inventory -
      Reserves

                	 	 	(202,933
      	)
	 	 	 	 	 	 	 	 	 	 	 	
                     TOTAL

                	 	 	10,512,880