TRANSFERABLE NADAS, ANADAS, JINADS THAT
ARE OWNED DIRECTLY BY VET LABS, ALL TRANSFERABLE NADAS, ANADAS AND JINADS THAT
ARE SPONSORED BY VET LABS ON BEHALF OF THE JOINT VENTURE AND ALL OTHER
TRANSFERABLE GOVERNMENTAL AUTHORIZATIONS, APPROVALS AND LICENSES AND PENDING
APPLICATIONS, APPROVALS AND LICENSES, INCLUDING WITHOUT LIMITATION THOSE LISTED
IN SCHEDULE 1.1(A)(6) HERETO AS TRANSFERABLE (THE "GOVERNMENTAL
AUTHORIZATIONS"); EXCLUDING, HOWEVER, THOSE AUTHORIZATIONS, APPROVALS AND
LICENSES THAT, BY LAW, CANNOT BE ASSIGNED OR TRANSFERRED BY VET LABS, WHICH ARE
LISTED IN SCHEDULE 1-1(A)(6) HERETO AS NONTRANSFERABLE (THE "NONTRANSFERABLE
LICENSES");
(7)
THAT CERTAIN REAL PROPERTY OWNED BY VET
LABS LOCATED IN THE COUNTY OF JOHNSON, STATE OF KANSAS, COMMONLY KNOWN AS 12340
SANTA FE TRAIL DRIVE, LENEXA, KS 66215 (THE "REAL ESTATE"), THE LEGAL
DESCRIPTION OF WHICH IS SET FORTH IN SCHEDULE 1.1(A)(7) HERETO.
(8)
ALL DATA AND RECORDS RELATED TO THE
OPERATIONS OF VET LABS AND THE JOINT VENTURE, INCLUDING CLIENT AND CUSTOMER
LISTS AND RECORDS, REFERRAL SOURCES, RESEARCH AND DEVELOPMENT REPORTS AND
RECORDS, PRODUCTION REPORTS AND RECORDS, SERVICE AND WARRANTY RECORDS, EQUIPMENT
LOGS, OPERATING GUIDES AND MANUALS, FINANCIAL AND ACCOUNTING RECORDS, CREATIVE
MATERIALS, ADVERTISING MATERIALS, PROMOTIONAL MATERIALS, STUDIES, REPORTS,
CORRESPONDENCE AND OTHER SIMILAR DOCUMENTS AND RECORDS AND, COPIES OF ALL
PERSONNEL RECORDS;
2
(9)
ALL INTANGIBLE RIGHTS AND PROPERTY OF VET
LABS, INCLUDING TRADEMARKS, PATENTS, AND OTHER INTELLECTUAL PROPERTY RIGHTS, THE
TRADEMARK AND TRADENAMES "VETERINARY LABORATORIES, INC." AND "VET LABS", AND THE
LOCAL TELEPHONE NUMBER "913-888-7500" (INCLUDING ALL ASSOCIATED ROLLOVER
NUMBERS), THE TOLL FREE TELEPHONE NUMBER "800-255-6368", THE FACSIMILE TELEPHONE
NUMBER "913-888-6741", AND THE INTERNET DOMAIN NAME REGISTRATION FOR
"SPARHAWK-VETLABS.COM";
(10)
ALL INSURANCE BENEFITS (NET OF ANY DEDUCTIBLES
AND CO-PAYMENTS) THAT ARE ASSIGNABLE TO THE BUYER, INCLUDING RIGHTS AND
PROCEEDS, ARISING FROM OR RELATING TO THE ASSETS OR THE ASSUMED LIABILITIES (AS
DEFINED BELOW) PRIOR TO THE CLOSING DATE (AS DEFINED BELOW);
(11)
ALL WARRANTY AND OTHER CLAIMS OF VET LABS
AGAINST THIRD PARTIES RELATING TO THE ASSETS, WHETHER CHOATE OR INCHOATE, KNOWN
OR UNKNOWN, CONTINGENT OR NONCONTINGENT; AND
(12)
ALL RIGHTS OF VET LABS RELATING TO DEPOSITS AND
PREPAID EXPENSES, CLAIMS FOR REFUNDS AND RIGHTS TO OFFSET IN RESPECT THEREOF.
All of the property and assets to be transferred to Buyer hereunder are herein
referred to collectively as the "Assets."
Except for the NADAs, ANADAs and
JINADs that are sponsored by Vet Labs, on behalf of the Joint Venture, which are
being transferred from Vet Labs to Sparhawk, the defined term "Assets" shall be
deemed to refer to assets directly owned by Vet Labs, not the assets owned by
the Joint Venture.
One half of the assets of the Joint Venture, which are
indirectly owned by Vet Labs by virtue of its ownership of a general partner
interest in the Joint Venture, will be effectively transferred to Buyer through
the sale of Vet Labs' interest in the Joint Venture, as described in item 1
above.
(B)
THE ASSETS BEING PURCHASED BY SPARHAWK DO
NOT INCLUDE:
(1)
THE RIGHTS OF VET LABS PURSUANT TO OR UNDER
THIS AGREEMENT AND