rights to manufacture and sell these
products in the territory of Japan;
WHEREAS, subject to the terms and conditions of this Agreement, Purchaser
desires to purchase from Seller, and Seller desires to sell to Purchaser, six
thousand (6,000) common shares of the Company (the "Shares"), which represent
50% of all the issued and outstanding common shares of the Company (the
"Acquisition");
WHEREAS, concurrently and in connection with the closing of the Acquisition, the
Company and Seller will enter into the License Agreement (as defined herein),
pursuant to which each of the Company and Seller will grant to one another
certain of each such party's intellectual property;
WHEREAS, concurrently and in connection with the closing of the Acquisition,
Purchaser and Seller will terminate the joint venture relationship between the
parties with respect to the Company, along with the Terminated Agreements (as
defined herein), pursuant to the Termination Agreement (as defined herein); and
WHEREAS, concurrently and in connection with the closing of the Acquisition,
Purchaser, Seller and the Company will enter into the Cross-Release (as defined
herein), pursuant to which each of the parties will fully and completely settle,
waive, release and relinquish any and all claims and rights that such party has
or may have had against another party.
NOW, THEREFORE, in consideration of the premises and mutual representations,
warranties, covenants and agreements hereinafter set forth, the parties hereto
agree as follows:
ARTICLE I
PURCHASE AND SALE; CLOSING
1.1
PURCHASE OF SHARES.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, SELLER SHALL SELL, TRANSFER, CONVEY, ASSIGN AND DELIVER TO PURCHASER,
FREE AND CLEAR OF ALL ENCUMBRANCES OF EVERY KIND, NATURE AND DESCRIPTIONS, AND
PURCHASER SHALL PURCHASE FROM SELLER, ALL BUT NOT LESS THAN ALL OF SELLER'S
RIGHT, TITLE AND INTEREST IN, TO AND UNDER THE SHARES.
1.2
PURCHASE PRICE AND METHOD OF PAYMENT.
SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, AS CONSIDERATION FOR (X) THE SALE, TRANSFER,
CONVEYANCE, ASSIGNMENT AND DELIVERY TO PURCHASER OF THE SHARES AND (Y) THE
OBLIGATIONS ASSUMED BY SELLER AND THE RIGHTS RECEIVED BY THE COMPANY PURSUANT TO
THE LICENSE AGREEMENT, PURCHASER AND THE COMPANY SHALL PAY, AS APPLICABLE, THE
FOLLOWING TO SELLER (THE SUM OF CLAUSES (A), (B) AND (C) BELOW, THE "PURCHASE
PRICE"):
(A)
THE AMOUNT SET FORTH ON SCHEDULE 1.2(A), AS SUCH SCHEDULE MAY BE
UPDATED BY SELLER TO REFLECT AMOUNTS OUTSTANDING AS OF THE CLOSING DATE, SHALL
BE PAID BY PURCHASER TO U.S. BANK, NATIONAL ASSOCIATION BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS DENOMINATED IN JAPANESE YEN AND CONVERTED TO AND
PAID IN U.S. DOLLARS AT THE APPLICABLE EXCHANGE RATE COMMUNICATED (IN WRITING,
BY ELECTRONIC COMMUNICATION OR ORALLY) TO PURCHASER BY U.S. BANK, NATIONAL
ASSOCIATION FOR THE PURCHASE OF JAPANESE YEN USING U.S. DOLLARS AS OF THE
CLOSING DATE TO AN ACCOUNT PREVIOUSLY DESIGNATED IN WRITING BY U.S. BANK,
NATIONAL ASSOCIATION; PROVIDED, HOWEVER THAT SCHEDULE 1.2 AS UPDATED SHALL BE
ACCEPTABLE TO PURCHASER IN ITS SOLE AND ABSOLUTE DISCRETION;
(B)
THE AMOUNT SET FORTH ON SCHEDULE 1.2(B), AS SUCH