THE OTHER AGREEMENTS VET LABS IS REQUIRED TO DELIVER TO THE
BUYER PURSUANT TO THE TERMS HEREOF;
(2)
ANY RIGHTS OF VET LABS IN CONNECTION WITH
THE POLYDEX WEBSITE;
(3)
ANY REFUNDS OR CLAIMS FOR REFUNDS OF VET
LABS WITH RESPECT TO ANY FEDERAL, STATE OR LOCAL INCOME AND OTHER TAXES, AND ALL
TAX RETURNS AND RELATED WORK PAPERS, RECORDS AND DOCUMENTS OF VET LABS RELATED
THERETO;
(4)
EXCEPT AS PROVIDED IN SECTION 1(A)(9)
ABOVE, ALL TELEPHONE NUMBERS, TELECOPY NUMBERS AND E-MAIL ADDRESSES OF VET LABS;
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(5)
MINUTE BOOKS, STOCK BOOKS AND SHAREHOLDER
RECORDS OF VET LABS; AND
(6)
THE NONTRANSFERABLE LICENSES.
all of which are being retained by Vet Labs (collectively, the "Excluded
Assets").
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
HEREIN, IN NO EVENT SHALL SPARHAWK ACQUIRE OWNERSHIP OF ANY REAL PROPERTY,
TANGIBLE PERSONAL PROPERTY OR INTANGIBLE PERSONAL PROPERTY OR INTELLECTUAL
PROPERTY OF, OR ASSUME ANY LIABILITY OR OBLIGATION OF, CHEMDEX OR POLYDEX.
SECTION 1.2.
ASSUMPTION OF LIABILITIES.
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, ON THE CLOSING DATE, VET LABS SHALL ASSIGN AND BUYER SHALL ASSUME AND
AGREE TO PAY, PERFORM OR OTHERWISE DISCHARGE, IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS AND SUBJECT TO THE RESPECTIVE CONDITIONS THEREOF, (I) ALL
OBLIGATIONS AND LIABILITIES WITH RESPECT TO THE INDEBTEDNESS OF THE JOINT
VENTURE TO COMMERCE BANK, N.A. SECURED BY THE PERMITTED LIENS, (II) ALL
OBLIGATIONS AND LIABILITIES IN CONNECTION WITH OR ARISING OUT OF THE USE OR
OWNERSHIP OF THE ASSETS BY THE JOINT VENTURE, THE BUYER OR ANY SUCCESSOR TO THE
BUSINESS OF THE JOINT VENTURE FOLLOWING THE CLOSING DATE, AND (III) ALL
OBLIGATIONS AND LIABILITIES ARISING OUT OF THE BUSINESS OR OPERATIONS OF THE
JOINT VENTURE (COLLECTIVELY, THE "ASSUMED LIABILITIES"), AND NO OTHERS.
OTHER
THAN THE ASSUMED LIABILITIES, THE BUYER ASSUMES NO OBLIGATIONS AND LIABILITIES
OF VET LABS, WHETHER RELATED TO THE ASSETS OR OTHERWISE.
(B)
ALL OBLIGATIONS AND LIABILITIES OF VET LABS,
WHETHER ACCRUED OR CONTINGENT, OR DUE OR NOT DUE, WHICH ARE NOT SPECIFICALLY
ASSUMED HEREIN, SHALL BE AND REMAIN THE SOLE OBLIGATIONS AND LIABILITIES OF VET
LABS, AND BUYER SHALL HAVE ABSOLUTELY NO OBLIGATION OR LIABILITY WITH RESPECT
THERETO.
SECTION 1.3.
PURCHASE PRICE.
(A)
THE PURCHASE PRICE FOR THE ASSETS AND THE
NON-COMPETITION AGREEMENT (THE "PURCHASE PRICE") SHALL BE AN AMOUNT EQUAL TO
$5,500,000.00, WHICH SHALL BE PAYABLE TO VET LABS ON THE CLOSING DATE BY WIRE
TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO AN ACCOUNT DESIGNATED BY VET LABS
PRIOR THERETO.
(B)
THE PURCHASE PRICE SHALL BE ALLOCATED AMONG
THE ASSETS AND THE NON-COMPETITION AGREEMENT AS SET FORTH ON SCHEDULE 1.3(B)
HERETO.
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SECTION 1.4.
SUPPLY CONTRACT.
AT THE CLOSING,
SPARHAWK AND CHEMDEX SHALL EXECUTE AND DELIVER A TEN-YEAR EXCLUSIVE SUPPLY
CONTRACT, SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT A (THE "SUPPLY
CONTRACT").
SECTION 1.5.
NON-COMPETITION AGREEMENT.
AT
THE CLOSING, POLYDEX, CHEMDEX AND VET LABS SHALL ENTER INTO A 5-YEAR
NON-COMPETITION AGREEMENT WITH SPARHAWK, SUBSTANTIALLY IN THE FORM ATTACHED
HERETO AS EXHIBIT B (THE "NON-COMPETITION AGREEMENT").
SECTION 1.6.