**Exhibit 10.3**

 

**LETTER AGREEMENT REGARDINGCLOSING BALANCE SHEET MATTERS**

 

 

                Referenceis made to that certain Asset Purchase Agreement (the “Agreement”) dated April16, 2004, by and among Boston Biomedica, Inc. (now known as PressureBioSciences, Inc. (“PBI”)), BBI Biotech Research Laboratories, Inc. (“BBIBiotech”) and SeraCare Life Sciences, Inc. (“SeraCare”), asamended by that certain Amendment No. 1 to Asset Purchase Agreement, dated July20, 2004.  Capitalized terms used but notdefined herein shall have the meaning given such terms in the Agreement.

 

                Reference is also madeto the Closing Balance Sheet delivered by SeraCare to PBI on November 12, 2004,a copy of which is attached hereto as Exhibit A.

 

                PBI has advisedSeraCare that, in accordance with Section 2.5(d) of the Agreement, it objectsto the Closing Balance Sheet.  PBI hasrequested that (i) SeraCare defer until December 15, 2004, its right underSection 2.5(d) of the Agreement to submit the dispute over the Closing BalanceSheet to the Independent Accountant, (ii) SeraCare treat the dispute overaccounts receivable separately from the rest of the Closing Balance Sheet and(iii) SeraCare agree that it will first look to the Escrowed Amount for recoveryof the amount, if any, by which the Target Net Asset Value exceeds the ClosingNet Asset Value.

 

                For good andvaluable consideration, the receipt and sufficiency of which is herebyacknowledged, PBI, BBI Biotech and SeraCare agree as follows:

 

1.  With the exception ofdisputes over accounts receivable on the Closing Balance Sheet, which disputeswill be resolved as provided in Section 2 below, all disputes over the ClosingBalance Sheet will be resolved in accordance with the dispute resolutionprovisions specified in Section 2.5 of the Agreement, provided, however, thatthe parties shall have until December 15, 2004 to resolve such disputes, afterwhich time either SeraCare or PBI may submit the disputes to the IndependentAccountant as provided in Section 2.5 of the Agreement.  The parties agree that any Adjustment Amountdue SeraCare will first be paid out of the Escrowed Amount, with any balance inexcess of the Escrowed Amount to be paid by PBI directly to SeraCare withinfive business days of a written request from SeraCare.  PBI and BBI Biotech each agrees to sign anddeliver to the Escrow Agent any and all joint written instructions reasonably requestedby SeraCare to be delivered to the Escrow Agent (as such term is defined in theEscrow Agreement) under the Escrow Agreement in order to effect the foregoingpayments.  The parties further agree thatany Adjustment Amount due PBI shall be payable by SeraCare to PBI within fivebusiness days of the later of (i) the date on which the parties reach agreementon the Adjustment Amount or (ii) the final determination made by theIndependent Accountant.

 

2.  Attached hereto as ExhibitB is a detailed listing of all of the accounts receivable (the “AccountsReceivable List”) on the estimated Closing Balance Sheet delivered by PBI toSeraCare pursuant to Section 2.5(c) of the Agreement.  The Accounts Receivable List specifies foreach account receivable on the list: (i) the name of the customer owing suchamount, (ii) the invoice number and date with respect to the account receivable(if a balance relates to more than one invoice, then the account receivable isdetailed by invoice number for such customer), (iii)

 

 

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the amount of such account receivable, and (iv) whether such account receivableis a domestic (i.e. the customer has its principal place of business in theUnited States of America) or international (i.e. the customer has its principalplace of business outside of the United States of America) receivable.  In lieu of the dispute resolution mechanismcontemplated by Section 2.5(d) of the Agreement, the parties hereby agree thatSeraCare will be entitled to recover directly against the Escrowed Amount theamount of any account receivable on the Accounts Receivable List that has notbeen collected within 90 days of the invoice date for domestic receivables and180 days of the invoice date for international receivables.   In the event that the balance of theEscrowed Amount is insufficient to satisfy a claim by SeraCare under thisSection 2, then SeraCare shall be entitled to proceed directly against PBI forsuch payment, such payment to be made by PBI directly to SeraCare within fivebusiness days of a written request from SeraCare.  PBI and BBI Biotech each agrees to sign anddeliver to the Escrow Agent any and all joint written instructions reasonably requestedby SeraCare to be delivered to the Escrow Agent under the Escrow Agreement inorder to effect the foregoing payments. In the event that SeraCare recovers the full amount of a receivable onthe Accounts Receivable List from the Escrowed Amount or from PBI under thisSection 2, then SeraCare shall be deemed to have transferred, to the extent ofthe amount actually recovered by SeraCare under this Section 2, all of itsright, title and interest in the corresponding account receivable on the AccountsReceivable List to PBI and shall remit to PBI (within five days of receipt bySeraCare) any payment on such account receivable by or on behalf of theunderlying customer.  Consistent with theforegoing, PBI shall be entitled to pursue the collection of any accountsreceivable that SeraCare is deemed to have transferred to PBI pursuant to thisSection 2.  SeraCare shall, at times andlocations reasonably convenient to PBI and SeraCare, make available to PBI, promptlyupon its reasonable request, information with respect to the invoice(s)underlying any account receivable transferred by SeraCare to PBI hereunder,including payment history of such customers. PBI agrees that for a request to be reasonable pursuant to the foregoingsentence, the sole purpose of the request must be for PBI to collect on theapplicable account receivable for which it is seeking information and in noevent shall PBI use any such information for any other purpose.

 

3.  Concurrently with theexecution of this Agreement, PBI and SeraCare are executing each of (i) thatcertain engagement letter, dated November 16, 2004 from Weinberg & CompanyP.A. (“Weinberg”) to the Audit Committees of each of SeraCare and PBI (the “EngagementLetter”), and (ii) that certain letter agreement (regarding the sharing ofcosts and cooperation with requests from Weinberg under the Engagement Letter)dated as of the date hereof between PBI and SeraCare (the “Side Letter”).  In the event that PBI does not, within twobusiness days of the execution of this Letter Agreement, sign each of theEngagement Letter and the Side Letter, then this Letter Agreement shallautomatically terminate and be of no further force and effect, and the partieswill instead continue to negotiate over the Closing Balance Sheet as providedin Section 2.5 of the Agreement as if this Letter Agreement was never executed.

 

 

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Each of the parties hereto has caused this LetterAgreement to be executed by its duly authorized officers as of this 22nd day ofNovember, 2004.

 

 

SERACARELIFE SCIENCES, INC.

 

 
| By:                                      | /s/  Tim Hart                          |
|------------------------------------------|----------------------------------------|
| Name:                                    | Tim  Hart                              |
| Its:                                     | Chief  Financial Officer               |
|                                     |                                   |
| PRESSURE  BIOSCIENCES, INC.              |
|                                     |                                   |
|                                     |                                   |
| By:                                      | /s/  Richard T. Schumacher             |
| Name:                                    | Richard  T. Schumacher                 |
| Its:                                     | President  and Chief Executive Officer |
|                                     |                                   |
| BBI  BIOTECH RESEARCH LABORATORIES, INC. |
|                                     |                                   |
|                                     |                                   |
| By:                                      | /s/  Richard T. Schumacher             |
| Name:                                    | Richard  T. Schumacher                 |
| Its:                                     | President                              |
|                                     |                                   |

 

 

 

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