EXHIBIT 10.1
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT (this "Agreement") is effective as of April 13,
2005 (the "Effective Date"), by and between Stressgen Bioreagents Corporation, a
Delaware corporation ("Buyer") and Stressgen Bioreagents Limited Partnership, a
British Columbia limited partnership ("Seller"), the general partner of which is
Stressgen Holdings Corporation, a Yukon Territories corporation ("SHC") and the
sole limited partner of which is Stressgen Biotechnologies Corporation, a Yukon
Territories corporation ("SBC," and together with SHC, "Partners"), with
reference to the following facts:
WHEREAS, Seller is wholly-owned by Partners;
WHEREAS, Seller operates and holds a bioreagents business (the "Business");
WHEREAS, Buyer desires to purchase from Seller and Seller desires to sell to
Buyer, with the consent of the Partners, on the terms and subject to the
conditions of this Agreement, certain selected assets of Seller used in and
necessary for the operation of the Business.
NOW, THEREFORE, in consideration of the foregoing premises and the
representations, warranties, covenants and agreements contained below, the
parties agree as follows:
ARTICLE 1
PURCHASE AND SALE OF SELECTED ASSETS
1.1
PURCHASE AND SALE.
ON THE CLOSING DATE (AS DEFINED IN SECTION 2.1
BELOW), SELLER AGREES TO SELL, TRANSFER, ASSIGN AND DELIVER TO BUYER AND BUYER
AGREES TO PURCHASE, ACCEPT AND ACQUIRE FROM SELLER, ALL OF SELLER'S RIGHT, TITLE
AND INTEREST IN AND TO THE ASSETS (THE "ASSETS") OF SELLER DESCRIBED IN THE BILL
OF SALE ATTACHED AS EXHIBIT A (THE "BILL OF SALE").
TO CLARIFY THE COMPOSITION
OF THE ASSETS, THE PARTIES ACKNOWLEDGE THAT THE ASSETS DO NOT INCLUDE THE
EXCLUDED ASSETS (THE "EXCLUDED ASSETS") DESCRIBED ON EXHIBIT B.
ON THE CLOSING
DATE, SELLER SHALL DELIVER AN EXECUTED BILL OF SALE TO BUYER AND SHALL
SIMULTANEOUSLY TAKE ALL ADDITIONAL STEPS AND EXECUTE ALL ADDITIONAL DOCUMENTS
AND INSTRUMENTS AS MAY BE NECESSARY TO PUT BUYER IN POSSESSION AND COMPLETE
OPERATING CONTROL OF THE ASSETS AND TO TRANSFER ALL SELLER'S RIGHT, TITLE AND
INTEREST IN AND TO THE ASSETS TO BUYER.
1.2
PURCHASE PRICE.
UPON THE TERMS AND SUBJECT TO THE CONDITIONS
CONTAINED HEREIN, THE PURCHASE PRICE TO BE PAID BY BUYER TO SELLER FOR THE SALE,
TRANSFER, ASSIGNMENT AND DELIVERY OF THE ASSETS (THE "PURCHASE PRICE") SHALL BE
AS FOLLOWS:
(A)
$5,850,000 IN CASH AT THE CLOSING, SUBJECT TO SECTION 1.3.
(B)
$650,000 (THE "HOLDBACK") WHICH SHALL BE DELIVERED TO SELLER ON
THE DATE THAT IS ONE (1) YEAR AFTER THE CLOSING DATE ("ESCROW PERIOD"), SUBJECT
TO THE TERMS AND PROVISIONS OF SECTION 7 HEREOF AND THE ESCROW AGREEMENT.
All currency amounts appearing in this agreement are expressed in US dollars
unless otherwise notated.
The Purchase Price is exclusive of, and Buyer shall
be liable for, all sales, use or other transfer tax required by Part 9 of the
ETA; provided, however, that the Buyer and Seller shall jointly elect and use
commercial best efforts to qualify under Section 167 of the ETA to have no GST
payable with respect to the supply of the business assets.
1.3
CLOSING BALANCE SHEET ADJUSTMENT.
(A)
WITHIN