TERMINATION
60
9.3
EFFECT OF TERMINATION
61
9.4
EQUITY INTERESTS REVERSE
61
ARTICLE X MISCELLANEOUS
61
10.1
EXPENSES
61
10.2
SELLER REPRESENTATIVE
61
10.3
SPECIFIC PERFORMANCE
62
10.4
DISPUTE RESOLUTION
62
10.5
ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS
63
10.6
GOVERNING LAW
64
10.7
NOTICES
64
10.8
SEVERABILITY
66
10.9
BINDING EFFECT; ASSIGNMENT
66
10.10
NON-RECOURSE
67
10.11
COUNTERPARTS
67
10.12
REVIEW BY LEGAL COUNSEL
67
EXHIBIT A: FORM OF SYM-BIO GUARANTY
I
EXHIBIT B: FORM OF PERKINELMER GUARANTY
II
EXHIBIT C: SELLERS INFORMATION
III
EXHIBIT D: FORM OF ESCROW AGREEMENT
IV
EXHIBIT E: FORM OF PAYMENT REQUEST
V
EXHIBIT F: FORM OF MONEY TRANSFER NOTICE
VI
EXHIBIT G: FORM OF ESCROW FUND RECEIPT ACKNOWLEDGEMENT
VII
EXHIBIT H: FORM OF KEY MANAGEMENT EMPLOYMENT CONTRACT
VIII
EXHIBIT I: LIST OF KEY MANAGEMENT
IX
EXHIBIT J: FORM OF AFFILIATE RELEASE
X
EXHIBIT K: FORM OF RESIGNATION LETTER
XI
EXHIBIT L: FORM OF LEGAL OPINION OF SELLERS' COUNSEL
XII
EXHIBIT M: FORM OF CLOSING CERTIFICATE
XIII
EXHIBIT N: FORM OF BUYER CONFIRMATION LETTER
XIV
EXHIBIT O: REFERENCE BALANCE SHEET
XV
SCHEDULES
XVI
EQUITY TRANSFER AGREEMENT
This EQUITY TRANSFER AGREEMENT (this "Agreement") is entered into on this date
of June 12, 2009 by and between:
PerkinElmer IVD Pte. Ltd., a company existing under the laws of Singapore with
its legal address at 80 Raffles Place, #32-01 UOB Plaza 1, Singapore 068808 (the
"Buyer"); and
The Sellers listed on the signature pages hereof under the heading "Sellers"
(collectively, the "Sellers"), who hold equity interests in Shanghai Sym-Bio
LifeScience Co., Ltd., a company organized under the laws of the PRC with its
legal address at Room 102, Building 5, No. 590 RuiQing Road, East District,
Zhang Jiang High-Tech Area, Shanghai 201201 with a registered capital of
RMB27,000,000 (the "Company").
RECITALS
WHEREAS, the Sellers own an aggregate of 100% of the issued and paid up equity
interests of the Company ("Equity Interests"), which constitute all of the
issued and outstanding equity interests of the Company;
WHEREAS, the Sellers desire to sell to Buyer, and Buyer desires to purchase from
the Sellers, 100% of the Equity Interests for the purchase price and upon the
terms and conditions hereinafter set forth;
WHEREAS, Sym-Bio SZ and the Company agree to guarantee the Sellers' performance
of this Agreement before the Closing Date (defined in Section 2.4 herein)
pursuant to a guaranty letter set forth in Exhibit A ("Sym-Bio Guaranty");
WHEREAS, the Buyer's ultimate parent company PerkinElmer Inc., a US company with
its legal address at 940 Winter Street, Waltham, MA, USA, agrees to guarantee
the Buyer's performance of this Agreement pursuant to a guaranty letter set
forth in Exhibit B ("PerkinElmer Guaranty"); and
WHEREAS, certain terms used in this Agreement are defined in Section 1.1;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter contained, the parties hereby agree as follows:
1
ARTICLE I
DEFINITIONS
1.1 Certain Definitions
For purposes of this Agreement, the following terms shall have the meanings
specified in this Section