Exhibit
10.24


 


LEASE ASSIGNMENT AND ASSET
PURCHASE AGREEMENT


 


THIS LEASE
ASSIGNMENT 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 the
Recitals below:


 


Recitals


 


WHEREAS, Seller is
the tenant under a certain Lease dated July 9, 1992 (the “Initial Lease”), as amended by (i) that certain First
Amendment to Lease dated November 9, 1992 (the “First
Amendment”), (ii) that certain Lease Exhibit executed by
Landlord and Tenant on December 22, 1994 (the “Lease
Exhibit”), (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 collectively
with the Initial Lease, the First Amendment, the Lease Exhibit and the Second
Amendment, 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 located
at 11011 Torreyana Road, San Diego, California, as the same are more
particularly 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, Subject
to 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 the
Premises and the Lease, subject to certain modifications to the Lease more
particularly set forth in that certain amendment to the Lease in the form of
the attached Exhibit ”C” (the “Lease Amendment” and, together with the Lease, the “Amended Lease”) .  Seller also desires to sell, and Purchaser
also 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 the
Equipment 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 to
Purchaser in connection with the Premises, all on the terms and provisions of
this Agreement.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual promises of the parties contained
herein, and for other good and valuable consideration which is acknowledged to
have been received, the parties agree as follows:


 


Agreement


 


ARTICLE 1


 


ASSIGNMENT OF LEASE


 


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


 


Execution Version


 





















 


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


 


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


 


1.3                                 Transfer
Assistance.  In connection with the
Assignment and transfer to Purchaser of Seller’s interest in the Premises under
the Lease, Seller shall make available to Purchaser the services of certain
personnel as provided in the Transition Services Agreement (the “Transition Services Agreement”) to be entered into
concurrently with the execution of this Agreement, in the form attached hereto
as Exhibit ”D.”


 


1.4                                 Early
Access.  Seller and Purchaser shall
cooperate in providing early access to the Premises for the period from and
after the date of full execution of this Agreement (the “Signing Date”)
and prior to the Effective Date, to permit Purchaser to familiarize itself
with, and prepare for full occupancy of, those portions of the Premises vacated
by Seller and accepted by Purchaser in accordance with a phased occupancy plan
approved by Seller and Purchaser and attached hereto as Schedule 1.5.  Purchaser’s activities on the Premises during
such early access period shall be in full compliance with applicable provisions
of the Lease.  Purchaser shall have no
obligation for rent,  property taxes or
other Premises operating expenses; provided, however, Purchaser shall
be responsible for (i) all of its costs of clean rooms cleaning, and (ii) costs
for the treatment and removal of its biohazard, hazardous materials and waste
products and


 


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environmental
materials, the handling, treatment, disposal and/or storage of which is
regulated under applicable law, all such activities to be in accordance with
such laws during such early occupancy.  Seller
shall have no obligation to provide services to Purchaser as to such
materials.  Purchaser’s activities on the
Premises prior to the Effective Date shall not interfere with Seller’s activities
on the Premises during such period. 
Seller shall maintain and Purchaser shall obtain appropriate liability
and casualty insurance policies during the period of such early occupancy,
which each of such insurance policies shall name the other party as an
additional insured thereunder to the extent of their respective interests.  Purchaser shall also maintain workers
compensation insurance in statutorily required amounts with respect to its
employees occupying any portion of the Premises prior to the Effective
Date.  Each party shall receive
appropriate certificates of such insurance prior to the commencement of
Purchaser’s early occupancy.  From and
after the Signing Date until the Effective Date, Purchaser shall have the right
to contact and initiate meetings with Landlord directly regarding the Lease and
the Premises; provided, however, Seller shall be provided
contemporary notice of such contact and Seller shall have the right to
participate in all such contacts and meetings.


 


1.5                                 Retained
Access.  In order to permit Seller to
effect the decommissioning of certain radioactive materials licenses affecting
portions of the Premises (the “Rad Areas”),
Purchaser agrees to permit Seller to retain use and control over the Rad Areas
until decommissioning in accordance with applicable law has been effected.  Seller shall undertake to complete such
decommissioning activities as soon as reasonably practicable, but in any event
shall have completed such decommissioning not later than nine (9) months
following the Effective Date.  The
location of the Rad Areas is set forth on the attached “Exhibit E.”  Seller shall effect
such decommissioning activities in compliance with applicable provisions of the
Lease.  In the event the Rad Areas are
not decommissioned by May 1, 2005, Seller shall be responsible for a pro rata
portion (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 those
Rad Areas that Purchaser does not have full use of due to Seller’s use thereof
until such full use is available.


 


1.6                                 Certain
Agreements Regarding the Lease.


 


(a)                                  Extension
Payments.  In connection with the
modification of the Lease described in the Lease Amendment, Purchaser and
Seller agree that any amounts payable by Landlord in connection with the
extensions of the term of the Lease described below shall be treated as
follows:


 


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


 


(ii)                                  First
Extension Option.  The amount payable
by Landlord under Section 3.3.8 of the Lease, as amended by the Lease
Amendment, with respect to Purchaser’s exercise of the Tenant’s option to
extend 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 such
option, shall be split equally between Seller and Purchaser.


 


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Purchaser shall promptly remit Seller’s portion
following Purchaser’s receipt of such amount, or its entitlement to any credit
with respect thereto from Landlord.  No
modification of Section 3.3.8 of the Lease with respect to such extension
option will be effected by Purchaser without Seller’s prior written consent.


 


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


 


(b)                                 Extended
Term Rental Payment.  As partial
consideration 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 Hundred
Sixty-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, provided
each of the following conditions has been met at the time of each payment:


 


(i)                                     No
Default.  Purchaser shall not be in Default
(as defined in the Lease) beyond applicable cure periods under the terms of the
Lease or in breach of its obligations under this Agreement at the time such
payment is due as to any monetary obligation owed to Landlord, nor shall
Landlord have commenced any eviction, or unlawful detainer action against Tanox
under the Lease, including the posting of a “3-Day Notice to Pay Rent or Quit”
which has not been withdrawn or satisfied ; and


 


(ii)                                  No
Demand by Landlord.  There shall be
no unsatisfied demand from Landlord for amounts due under the Lease as Rent (as
defined in the Lease), or for property taxes or insurance premiums, resulting
from Purchaser’s breach of the Lease, nor shall any payment by Seller to
Landlord, 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 be
made; provided, however, Purchaser shall still be entitled to
receive the Rent Reimbursements to the extent the same exceed any payments made
by Seller to Landlord or other party entitled thereto as a result of Purchaser’s
breach of the Lease, after deduction for all such amounts paid by Seller; provided
further, however, to the extent such amounts paid by Seller exceed
the Rent Reimbursement amounts payable by Seller to Purchaser, Purchaser shall
continue to remain liable for reimbursement to Seller of all such amounts paid
by Seller.


 


In the event that
the foregoing conditions are not satisfied as of the date any Rent
Reimbursement is to be made, but such conditions are satisfied as of a
subsequent date in a manner which does not result in the termination of the
Lease or liability to Seller in an amount in excess of such Rent Reimbursement
amount(s), Seller shall be obligated to make such Rent Reimbursement on such
subsequent date, less any amounts paid to Landlord on account of Purchaser’s
failure 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 with
certificates of all


 


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insurance policies required to be maintained by the tenant under the
Lease, naming Seller as an additional insured thereunder and providing that no
cancellation of such policies may occur without at least thirty (30) days
prior written notice to Seller thereof; (ii) Purchaser shall promptly
forward to Seller upon receipt, copies of any demands or notices of default
received by Purchaser from Landlord or Landlord’s lender, or given by Purchaser
to Landlord or Landlord’s lender, with respect to the Lease or the Premises;
and (iii) Purchaser shall provide not less than three (3) business
days prior written notice to Seller (or such shorter notice as is reasonable
under the circumstances) of any meeting or other contact with Landlord that
might materially affect Seller’s retained liability and/or responsibility under
the Lease, and Seller shall have a reasonable opportunity to participate in
such meeting or communication.  Except
with the prior written consent of Seller, Purchaser shall not agree to any
modification to the Lease that, individually, or in the aggregate with all
other modifications not previously consented to by Seller, would increase or
materially affect Seller’s retained liability and/or responsibility under the
Lease.  With respect to any breach or
default under the Lease occurring prior to October 1, 2008 and with
respect to which, Seller has retained liability under the Lease as amended by
the Lease Amendment, and which is not timely cured by Purchaser, Seller shall have
the right, without any obligation to do so, to cure such default, including
payment of any default interest or late payment charges owed to Landlord with
respect 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 such
matter within said five-day period.  Any
amounts paid by Seller to Landlord on account of any Purchaser default under
the 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 be
offset against Seller’s obligation to pay the Rent Reimbursements.


 


(d)                                 Security
Deposit Credit.  At Closing, Seller
shall receive from Purchaser the amount of One Hundred Ninety-Two Thousand Five
Hundred Dollars ($192,500) representing the Security Deposit held by Landlord
under the Lease (the “Security Deposit Credit”).


 


(e)                                  Security
System.  On the Effective Date, BI
shall have effected the decommissioning of the current security system computer
server and system (the “Security System”)
such that it services the Premises only and not any of BI’s other facilities or
premises, and secured a software license for Tanox for the use of the software
necessary to operate the Security System.


 


(f)                                    Additional
Premises Repair.  As of the Signing
Date, or as soon thereafter as practicable, and in all events prior to, and as
a condition of, the Closing, Seller shall arrange for Landlord to conduct an
inspection of the Premises to identify items of deferred maintenance or items
requiring repair under applicable provisions of the Lease.  Based on such inspection, Seller and
Purchaser shall agree on a list of items of repair (the “Additional Repair
Items”) which were identified by Landlord, or are consistent with
Landlord’s expressed criteria for the standard of maintenance and repair
required under the Lease, as mutually agreed by Seller and Purchaser.  The Additional Repair Items shall be added to
Schedule 1.1 to the extent not already listed thereon, and Seller
shall effect the repair of the Additional Repair Items
prior 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 good
faith, believes is inconsistent with the provisions of the Lease before such
item is included on the Additional Repair Items.


 


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


 


ARTICLE 2


 


PURCHASE AND SALE OF ASSETS


 


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


 


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


 


(a)                                  Equipment.  The Equipment consists of the “MSM Equipment,” as described in the attached Exhibit ”F,”
the “Process Development Equipment,” as
described in the attached Exhibit ”G,” and the “QA/QC Equipment”, as described in the attached Exhibit ”H.”  The portion of the Asset Purchase Price
allocable 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 described
on the attached Exhibit ”I.”  The portion of the Asset Purchase Price
allocable to the FF&E is One Million Five Hundred Thousand and 00/100
Dollars ($1,500,000.00).  In addition, Purchaser
shall pay Seller Ten Thousand and 00/100 Dollars ($10,000) for the Security
System.


 


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


 


(d)                                 Documentation/Retained
Rights.  The Documentation is more
particularly described on the attached Exhibit ”K.”  The portion of the Asset Purchase Price
allocable to the


 


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Documentation is One Million Five Hundred Thousand and 00/100 Dollars
($1,500,000.00).  Notwithstanding the
sale of the Documentation pursuant to this Agreement, Seller hereby retains and
reserves ownership rights in, and a perpetual royalty-free non-exclusive
license to use, copies and originals of the Documentation retained by
Seller.  Seller shall be permitted access
to, and the opportunity to copy at its cost, any of the Documentation (subject to
coordination with Purchaser so as not to interfere with Purchaser’s use
thereof) for a period of six (6) months following the Effective Date.  Seller and Purchaser acknowledge and agree
that the Documentation will not include any information related to Seller’s
products, processes and quality systems information, all of which information
shall be redacted from the Documentation. 
The list of Documentation on the attached Exhibit”K” is
representative of the types and categories of Documentation which are intended
to be conveyed by Seller to Purchaser under this Agreement, and, upon Purchaser’s
written request therefor,  to the extent
the same exists and is in Seller’s possession (or reasonably accessible to
Seller), Seller shall provide to Purchaser, as soon as reasonably practicable
after receipt of such request, such additional Documentation as Purchaser shall
request which is consistent with the types and categories of Documentation described
on the attached Exhibit”K.”


 


2.3                                 Asset
Transfer.  The transfer of title to
the 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 the
Closing Date all intangible rights and warranties with respect to the
Equipment, FF&E, Maintenance Inventory and Documentation pursuant to an
Assignment of Intangibles and Warranties (the “Assignment
of Intangibles and Warranties”) in the form of the attached Exhibit ”M.”


 


2.5                                 Maintenance
of Assets.  Seller shall maintain the
Assets in accordance with Seller’s current practices and procedures from the
Signing Date through the Closing Date.


 


ARTICLE 3


 


REPRESENTATIONS AND WARRANTIES OF
SELLER


 


3.1                                 Seller
hereby represents and warrants to Purchaser as follows:


 


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


 


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wear and tear
excepted) except for the items to be repaired under Schedule 1.1, as
supplemented by the inclusion of the Additional Repair Items.


 


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


 


(c)                                  No
Insolvency.  Seller is not the
subject of any insolvency or bankruptcy proceeding, and the entry by Seller
into, and performance of its obligations under, this Agreement, will not render
Seller insolvent.


 


(d)                                 Binding
Agreement.  This Agreement
constitutes the valid and legally binding obligation of Seller, is enforceable
in accordance with its terms and does not conflict with, or result in a breach
of, any material agreement by which Seller is bound.  Seller has full power, authority and legal
right to execute and deliver this Agreement, to transfer its right, title and
interest in the Assets and to grant the Assignment in the Lease, and to perform
and observe the terms and conditions hereof.


 


(e)                                  Equipment;
Maintenance Inventory.  To Seller’s
knowledge:  (i) the Equipment has
been maintained in all material respects as described in Seller’s records
provided to Purchaser as part of the Documentation and reflect such maintenance
for a period of not less than eighteen (18) months prior to the Signing Date
(the “Maintenance Records”), except to the
extent, and for such periods, as the Equipment, or part thereof, was
decommissioned from use by Seller; and (ii) Seller has received no
notification from any governmental agency or authority with jurisdiction
thereover that the Equipment as used in the Premises by Seller is in violation,
in any material respect, of any applicable building, zoning, subdivision, fire
protection, health or similar law, order, ordinance or regulation.  To Seller’s knowledge, the Maintenance
Inventory has not been subject to flood, fire or other casualty event.


 


(f)                                    Compliance
with Law.  Seller is, and to Seller’s
knowledge, at all times has been, in material compliance with legal requirements
applicable to Seller’s use and occupancy of the Premises and its ownership and
use of the Assets.  To Seller’s
knowledge, Seller has not received any notice from any governmental entity with
jurisdiction thereover, alleging any actual, alleged or potential violation of
any 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 the
Assets or the Premises, or Seller’s rights relating thereto, or Seller’s entry
into this Agreement, or its performance of its obligations hereunder, except as
set forth on the attached Schedule 3.1.


 


(h)                                 Environmental
Matters.  Seller is, and, to Seller’s
knowledge at all times has been, in compliance with, and in all material
respects, has not been and is not in violation or liable under, environmental
laws relating to its use and occupancy of the Premises under the Lease and
otherwise, 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 involving
hazardous agents, compounds or products which are known to be life-threatening
to human beings other than the activities listed on Schedule 3.1.  To Seller’s knowledge, Seller has provided
Landlord with all notices of spillage, discharge, release or disposal of
hazardous materials onto or within the Premises required by Section 37.1
of the Lease except as listed on Schedule 3.1.


 


(i)                                     Alterations.  Seller has disclosed to Purchaser all
alterations made to the Premises by Seller and requiring Landlord’s consent
under the Lease,  and,
to Seller’s knowledge, Seller has provided to Purchaser all correspondence
between Seller and Landlord with respect to Seller’s request for consent to
such alterations and Landlord’s response thereto, if any.  To Seller’s knowledge, all alterations have
been installed in accordance with applicable provisions of the Lease, except as
listed on Schedule 3.1.


 


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


 


ARTICLE 4


 


REPRESENTATIONS AND WARRANTIES OF
PURCHASER


 


4.1                                 Purchaser
hereby represents and warrants to Seller as follows:


 


(a)                                  Binding
Agreements.  This Agreement
constitutes the valid and legally binding obligation of Purchaser, is
enforceable in accordance with its terms, and does not conflict with, or result
in a breach of, any material agreement by which Purchaser is bound.  Purchaser has full power, authority and legal
right to execute and deliver this Agreement and to perform and observe the
terms and conditions hereof.


 


(b)                                 Insolvency.  Purchaser is not the subject of any
insolvency or bankruptcy proceeding, and the entry by Purchaser into, and
performance of its obligations under, this Agreement will not render Purchaser
insolvent.


 


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


 


ARTICLE 5


 


CONDITIONS PRECEDENT TO CLOSING


 


5.1                                 Conditions
to Obligations of Purchaser.  The
obligations of Purchaser to acquire the Assets and pay the Asset Purchase Price
and execute the Confirmation of Assignment under this Agreement are subject to
the satisfaction or waiver of the following conditions precedent:


 


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(a)                                  Seller
shall have taken all requisite action and fulfilled all covenants and
agreements for the valid performance of this Agreement and for the
effectiveness of the Assignment and transfer of the Assets to Purchaser
pursuant to the terms and conditions hereof;


 


(b)                                 Seller’s
representations and warranties contained herein shall be true and correct in
all material respects as of the Closing Date;


 


(c)                                  Since
the Signing Date, there shall not have been commenced or threatened against
Purchaser, any Proceeding involving any challenge to or seeking damages or
other relief in connection with any of the transactions contemplated by this
Agreement which is continuing; and


 


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


 


5.2                                 Conditions
to Seller’s Obligations.  The
obligations of Seller to sell, assign and transfer the Assets and execute the
Confirmation of Assignment under this Agreement are subject to the satisfaction
or waiver of the following conditions precedent:


 


(a)                                  Purchaser
shall have taken all requisite action and fulfilled all covenants and
agreements for the valid performance of this Agreement, including, but not
limited to, delivery of the Asset Purchaser Price in full;


 


(b)                                 Purchaser’s
representations and warranties contained herein shall be true and correct in
all material respects as of the Closing Date;


 


(c)                                  Since
the Signing Date, there shall not have been commenced or threatened against
Seller any Proceeding involving any challenge to or seeking damages or other
relief in connection with any of the transactions contemplated by this
Agreement which is continuing.


 


ARTICLE 6


 


CLOSING


 


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


 


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


 


(a)                                  Delivery
by Seller.  Seller shall deliver or
cause to be delivered to Purchaser the following:


 


10





















 


(i)                                     A
certificate executed by Seller certifying to the accuracy of its
representations and warranties as of the Closing Date in all material respects;


 


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


 


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


 


(iv)                              The
Bill of Sale executed by Seller;


 


(v)                                 A
countersigned original of the Assignment of Intangibles and Warranties executed
by Seller;


 


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


 


(vii)                           A
countersigned original of the Transition Services Agreement, executed on behalf
of Seller; and


 


(viii)                        Such other
documents as are necessary to effect the intent of this Agreement as Purchaser
may reasonably request.


 


(b)                                 Delivery
by Purchaser.  Purchaser shall
deliver to Seller the following:


 


(i)                                     A
certificate executed by Purchaser certifying to the accuracy of its
representations and warranties as of the Closing Date in all material respects;


 


(ii)                                  The
full amount of the Asset Purchase Price, the Sales Tax Amount and the Security
Deposit Credit;


 


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


 


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


 


(v)                                 A
countersigned original of the Assignment of Intangibles and Warranties executed
by Purchaser;


 


(vi)                              A
countersigned original of the Transition Services Agreement, executed on behalf
of Purchaser; and


 


(vii)                           Such
other documents as are necessary to effect the intent of this Agreement as
Seller may reasonably request.


 


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


 


11





















 


and with respect
to the Assets.  To the extent Seller has
paid 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 for
amounts pursuant to such prorations, Seller shall promptly remit such amounts
to Purchaser.


 


6.4                                 Delivery
of Assets.  From and after the
Effective Date, the Assets shall be available at the Premises and Purchaser
shall have full access, custody and control of the Assets.  Purchaser shall have the right to confirm
that the Assets are located at the Premises on the Closing Date as a condition
to the closing of the transactions contemplated hereunder.  Notwithstanding the foregoing, the transfer
of the MSM Equipment, the QA/QC Equipment and related documentation may be
effected between the parties subsequent to the Signing Date and prior to the
Closing Date by written amendment to this Agreement specifying such early
delivery by Seller of such portions of the Assets, and payment by Purchaser of
the portion of the Asset Purchase Price allocable thereto.


 


6.5                                 Simultaneous
Transactions and Duration of Closing. 
All transactions on the Closing Date shall be deemed to have taken place
simultaneously, and no transaction shall be deemed to have been completed until
all transactions are completed and all documents delivered.


 


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


 


ARTICLE 7


 


INDEMNITY; EQUIPMENT WARRANTY;
PARENT GUARANTY


 


7.1                                 Purchaser’s
Indemnity.  Purchaser agrees to
indemnify, defend and hold Seller harmless from and against any and all claims,
Proceedings (excluding declaratory actions) and demands (including those of
Landlord under the Lease) and all costs, expenses and liabilities
(collectively, the “Claims”)
arising out of (i) Purchaser’s performance of, or failure to perform, the
Post-Effective Date Lease Obligations, or Purchaser’s possession or use of the
Premises (including, without limitation, any violation of applicable
environmental laws), in each case, from and after the Effective Date,
(ii) Purchaser’s performance of, or failure to perform, its obligations
under this Agreement, or (iii) Purchaser’s ownership or use of the Assets, in
each case, from and after the Effective Date.


 


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



 


12





















 


noncompliance
with applicable bulk sales law in connection with the sale of the Assets to
Purchaser as contemplated by this Agreement.


 


7.3                                 Indemnity
Exclusions.  In no event shall the
indemnity obligations under this Article 7 apply to Claims to the
extent arising out of the negligence or intentional misconduct of the party
requesting indemnity.  In no event shall
any indemnity or other claim for damages under this Agreement extend to
liability for consequential, indirect or punitive damages.


 


7.4                                 Procedure
for Indemnification and Defense of Claim. 
Promptly after receipt by a party entitled to indemnification hereunder
(the “Indemnitee”) of written notice of the
assertion or commencement of any proceeding by a third party with respect to
any matter referred to in Sections 7.2 or 7.3, the
Indemnitee shall give written notice thereof to the party obligated to
indemnify 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 provided
herein shall not relieve the Indemnitor of its obligations hereunder except to
the extent that the Indemnitor is prejudiced thereby.  If the Indemnitor declines to assume the
defense of such Claim within twenty (20) days of receipt of the Indemnitee’s
notice, the Indemnitee may proceed with such defense and seek indemnity for any
Claims resulting therefrom.  Any party
undertaking the defense of any Claim shall keep the other reasonably informed
with respect thereto.  Defense of the
Indemnitee shall be by counsel reasonably acceptable to the Indemnitee and the
Indemnitor shall have no right to settle a claim against the Indemnitee without
prior written consent of the Indemnitee; provided, however, that
an Indemnitee shall not unreasonably withhold,
condition or delay its consent to any such settlement.  Any claim for indemnification for any matter
not involving a third party may be asserted by notice to the party from whom
indemnification is sought and shall be paid promptly after such notice.


 


7.5                                 No
Liabilities Assumed.  Except as
expressly provided for by this Agreement, neither Seller or Purchaser shall be
deemed, by execution or performance of this Agreement or otherwise, to have
assumed 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’s
employees, other assets, operations, businesses or activities, or claims for
any such liability or obligations, matured or unmatured, liquidated or
unliquidated, fixed or contingent, or known or unknown, whether arising out of
occurrences prior to, at or after the Effective Date.


 


7.6                                 Equipment
Warranty.


 


(a)                                  Warranty
Items.  Seller hereby warrants to
Purchaser that the Equipment identified on Schedule 7.6A attached
hereto (the “Warranty Item(s)”)
are, or will be as of the Effective Date, in good operating condition and
repair (subject to normal wear and tear). 
If  any Warranty Item: (i)  is
not in good operating condition and repair (subject to normal wear and tear), so
as to permit its operation substantially as conducted by Seller prior to Seller’s
decommissioning of such Warranty Item from operation, and in a fashion which
meets or exceeds the applicable equipment specifications with respect to each
such 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’s
decommissioning of such Warranty Item from operation, or fails to meet or
exceed the applicable Equipment


 


13





















 


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


 


(b)                                 Non-Warranty
Equipment.  Seller warrants to
Purchaser that the Equipment which are not Warranty
Items, shall be operational on the Effective Date.


 


(c)                                  Limitation
on Warranty.  Except
as otherwise provided in this Article 7, Purchaser acknowledges and
agrees that the provisions of the warranties given under this Section 7.6
constitute the sole and exclusive remedy available to it with respect to
defective Warranty Items.  Except
for the warranties provided in this Section 7.6, all warranties,
whether expressed, implied or statutory, are hereby expressly excluded and
disclaimed by Seller.  The warranty as to
the Warranty Items set forth in Section 7.6(a) above, shall only be
valid with respect to warranty claims submitted by Purchaser within the one
hundred fifty-four (154) day period commencing as to each such Warranty
Item, on the first to occur of:  (i) the
date on which Purchaser takes title to such Warranty Item pursuant to Section 6.4
above: and (ii) the Closing Date (the “Warranty
Period”).  The warranty set
forth in this Section 7.6 shall not apply to the extent any breach
of warranty is directly attributable to any damage or casualty occurring during
Purchaser’s ownership of the Warranty Items, or due to Purchaser’s failure to
maintain any Warranty Item in the ordinary course in accordance with Seller’s
past custom, and the Equipment Specifications. 
In no event shall Seller’s liability under this Section 7.6 as
to Warranty Items repair or replacement exceed the portion of the Asset
Purchase Price, on an aggregate basis, for the category of Equipment to which
such Warranty Items belong.


 


7.7                                 Remedies
Cumulative.  Remedies provided in
this Agreement shall be cumulative and shall not preclude any party from
asserting any other right or seeking any other remedies against the other party.


 


ARTICLE 8


 


MISCELLANEOUS


 


8.1                                 Notices.  Any notices or other communications pursuant
to 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 certification
fees prepaid, or when delivered to Federal Express or a similar overnight
carrier, addressed to each party at such party’s principal place of business as
set forth on the signature page hereofor to such other addresses as may be
designated by any of the parties from time to time by written notice given to
the other party in the aforesaid manner.


 


14





















 


8.2                                 Survival.  Seller’s representations and warranties under
Sections 3.1(a),  (b) and (h) shall survive
indefinitely.  Seller’s representations
and 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 under
Section 3.1(i) above shall survive until September 30, 2011.  Except for the foregoing representations and
warranties and the warranty contained in Section 7.6 (subject to the
limitations on survival specified hereinbelow), none of the representations and
warranties contained in this Agreement shall survive beyond the Closing
Date.  All covenants and agreements of
the parties set forth in this Agreement which indicate they are to be performed
after 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 8
hereof.  Any warranties provided by
Seller under Section 7.6 are expressly limited to the periods, if
any, specified in Section 7.6. 
 Each party shall provide written
notice to the other party, as soon as practicable thereafter and in all events
prior to the Closing, of any matter which is actually known by such party prior
to the Closing to constitute a breach of 
any representation or warranty of the other party untrue, incorrect or
misleading in any material respect.  The persons
whose actual knowledge shall be the basis for compliance with the foregoing
covenant shall be limited to Ashraf Hanna and Katie-Pat Bowman on behalf of
Purchaser and Paul Draper and Patrick Hoy on behalf of Seller.


 


8.3                                 Binding
Effect.  The terms and provisions of
this Agreement shall be binding upon, and shall inure to the benefit of, the
parties hereto and their respective assigns, heirs, representatives and
successors; provided, however, this Agreement shall not be
assignable or transferable by either party hereto without the written consent
of the other party, except that either party may assign its rights under this
Agreement to any of its Affiliates or to a successor in connection with the
merger, consolidation, or sale of all or substantially all of its assets or
that portion of its business pertaining to the subject matter of this
Agreement, with prompt written notice to the other party of any such assignment,
provided that the assigning party shall not be relieved of any obligations
under this Agreement by any such assignment or transfer, and the assignee or
transferee shall agree to be bound by all of the terms and conditions of this
Agreement in a writing delivered to the other party as a condition to the
effectiveness of such assignment or transfer.


 


8.4                                 Applicable
Law;  Waiver of
Bulk Sales Law.  This Agreement and
the rights and obligations of the parties hereunder shall be construed under,
and governed by, the laws of California without giving effect to conflict of
laws provisions.  The parties jointly waive
all bulk sales laws applicable to the transfers effected
pursuant to this Agreement.


 


8.5                                 Entire
Agreement.  This Agreement, the
attached exhibits referenced herein, and the instruments, agreements and
certificates to be executed and delivered pursuant hereto, together with that
certain Mutual Confidentiality Agreement dated as of March 15, 2004, as
amended by a certain Letter Amendment, of even date herewith, by and between
Purchaser and Seller (the “Amended March CDA”),
constitute the entire understanding of the parties with respect to the subject
matter hereof and supersede any and all prior letters, agreements or
memorandums of understanding.  No
modification or waiver of this Agreement or any part hereof shall be valid or
effective unless in writing and signed by the party or parties sought to be


 


15





















 


charged
therewith; and no waiver of any breach or condition of this Agreement shall be
deemed to be a waiver of any other subsequent breach or condition, whether of
like or different nature.


 


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


 


8.7                                 Force
Majeure.  In the event, as the result
of the occurrence of an act of God, governmental action (including any
proceeding instituted by any governmental agency or authority to enjoin or
prevent the transactions contemplated by this Agreement or condemn the
Premises), labor or workforce stoppage or strike, fire, flood, material
destruction or damage to the Premises or the Assets, act of terrorism or other
unforeseen event (such a “Force Majeure Event”), beyond the reasonable control
of the party affected thereby, such party is prevented from performing its
obligations under this Agreement, such failure to perform shall be excused and
shall not be a breach or default of this Agreement for the period in which said
condition prevails.  Any party claiming
the occurrence of a force majeure event as an excuse for performance shall give
prompt written notice to the other party of such event and the estimated
duration of such event.  Force Majeure
Event shall not be deemed to include financial capacity of a party to perform
its obligations under this Agreement.


 


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


 


8.9                                 Counterparts.  This Agreement may be executed in
counterparts, all of which when taken together shall be deemed a fully executed
original.


 


8.10                           Other
Assurances.  Each party agrees to
take such actions as may be reasonably required by the other party to
effectuate the transactions contemplated by this Agreement upon written request
from the other party stating the necessity and basis for such additional
action.


 


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


 


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


 


16





















 


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


 


[Remainder of Page
Intentionally Blank]


 


17





















 


IN WITNESS
WHEREOF, the parties have executed this Lease Assignment and Asset Purchase
Agreement 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 LEASE
ASSIGNMENT AND


ASSET PURCHASE AGREEMENT]


 





















 


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

  



 


1