Bio-Techne (TECH) 10-Q 2012 Q2 Quarterly report

Exhibit 10.1

DATED 23 January 2012

(1) ANDREW BIRNIE AND OTHERS

(2) TOTAL CAPITAL FINANCE LIMITED

(3) R & D SYSTEMS EUROPE LIMITED

(4) RESEARCH & DIAGNOSTIC SYSTEMS, INC

DEED OF ASSIGNMENT AND NOVATION

in connection with a share purchase agreement

relating to Tocris Holdings Limited

Cobbetts LLP

No.1 Whitehall Riverside

Leeds

LS1 4BN

Tel: +44 (0)161 833 3333

MJZD/TE274-2

CONTENTS

Clause	Page
1             DEFINITIONS AND INTERPRETATION		1
2             ASSIGNMENT, TRANSFER AND NOVATION		2
3             FURTHER ASSURANCE		2
4             OTHER PROVISIONS		3
THE SCHEDULE		4

THIS DEEDIS MADE ON 23 JANUARY 2012

BETWEEN:

(1) THE SEVERAL PERSONSwhose names and addresses are set out in the Schedule (together the“Sellers”); and

(2) TOTAL CAPITAL FINANCE LIMITED(incorporated and registered in England and Wales with company number 5984100) whose registered office is at 1 Princes Street, London EC2R 8PB (“TCF”);

(3) R&D SYSTEMS EUROPE LIMITED(incorporated and registered in England and Wales with company number 2490104) whose registered office is at 19 Barton Lane, Abingdon Science Park, Abingdon, Oxfordshire, OX14 3NB (“RDSEL”); and

(4) RESEARCH AND DIAGNOSTIC SYSTEMS, INC a corporation incorporated in Minnesota and whose registered office is at 614 McKinley Place NE, Minneapolis, MN 55413 (“RDSI”).

BACKGROUND

1 The Sellers, TCF, RDSEL and RDSI entered into a share purchase agreement on 28 April 2011 (the“Agreement”) pursuant to which the Sellers and TCF sold and RDSEL and RDSI acquired the entire issued share capital of Tocris Holdings Limited (incorporated in England and Wales with number 6008610 (the“Company”)). Under the Agreement, certain of the Sellers gave,inter alia, warranties relating to the Company and its subsidiary undertakings to each of RDSEL and RDSI.

2 On 30 June 2011:

2.1 the entire issued share capital of Tocris Cookson, Inc (incorporated in Delaware with number 2485172 (“Tocris US”)) was transferred:

(a) from Tocris Cookson Limited (incorporated in England and Wales with number 2869577 (“TCL”)) to Tocris Investments Limited (incorporated in England and Wales with number 7013194 (“TCI”)) by way of a dividendin specie declared by TCL; and, subsequently

(b) from TCI to the Company by way of a dividendin specie declared by TCI;

and so that, following such transfers, the entire issued share capital of Tocris US was held by the Company; and

2.2 an intra-group share purchase agreement dated 30 June 2011 (the“Intra-Group Agreement”) was entered into between the Company and RDSI pursuant to which the Company sold and RDSI acquired the entire issued share capital of Tocris US.

3 The parties to this deed have agreed that, on and subject to the terms of this deed:

3.1 certain of RDSI’s rights under the Agreement shall be assigned and transferred to RDSEL; and

3.2 certain of RDSEL’s rights under the Agreement shall be assigned and transferred to RDSI.

IT IS AGREED AS FOLLOWS:

1 DEFINITIONS AND INTERPRETATION

1.1 Unless the context requires otherwise:

1.1.1 words and expressions defined in the Agreement shall have the same meaning in this deed; and

1.1.2 the principles of interpretation set out in Clause 1 of the Agreement shall apply in this deed.

1.2 In this deed, the following words and expressions shall have the meaning defined in this Clause 1.2 of this deed:

            RDSEL Rights the rights and interest of RDSEL under the Warranties, the warranties in Clause 10 of the Agreement, the indemnities in Clause 11 of the Agreement and the Tax Covenant, in each case, to the extent the same relate to Tocris US and/or any of the business, assets, undertaking, officers and employees of Tocris US; and

            RDSI Rights the rights and interest of RDSI under the Warranties, the warranties in Clause 10 of the Agreement, the indemnities in Clause 11 of the Agreement and the Tax Covenant, in each case, to the extent the same relate to the Company, TCI and/or TCL and/or any of the business, assets, undertaking, officers and employees of any of the Company, TCI and TCL.

1.3 For the purposes of the definition of“Transaction Documents” in the Agreement, this deed shall be deemed to be a Transaction Document and the Agreement shall be varied accordingly.

2 ASSIGNMENT, TRANSFER AND NOVATION

2.1 In accordance with Clause 13 of the Agreement and Clause 6.12 of the Agreement:

2.1.1 RDSI assigns to RDSEL all its rights, title, interest, and benefit in and to the RDSI Rights; and

2.1.2 RDSEL assigns to RDSI all its rights, title, interest, and benefit in and to the RDSEL Rights.

2.2 This deed constitutes notice of the assignments made pursuant to Clause 2.1 of this deed to the Sellers’ Representative, the Sellers and TCF and acknowledgment by each of such persons of such notice of assignment is given by the execution of this deed by or on behalf of each of such persons.

2.3 Without prejudice to the assignments in Clause 2.1 of this deed, each of the parties to this deed acknowledges and agrees that:

2.3.1 RDSI shall have transferred to RDSEL all of the RDSI Rights including, without limitation, all rights in respect of and to pursue a Relevant Claim in relation to any of the RDSI Rights and to recover all losses suffered or incurred by any member of the Buyers’ Group in respect of the same and that RDSEL shall enjoy all the rights and benefits of RDSI in respect of the RDSI Rights as if it was named in the Agreement as having the benefit of the RDSI Rights in place of RDSI;

2.3.2 RDSEL shall have transferred to RDSI all of the RDSEL Rights including, without limitation, all rights in respect of and to pursue a Relevant Claim in relation to any of the RDSEL Rights and to recover all losses suffered or incurred by any member of the Buyers’ Group in respect of the same and that RDSI shall enjoy all the rights and benefits of RDSEL in respect of the RDSEL Rights as if it was named in the Agreement as having the benefit of the RDSEL Rights in place of RDSEL.

2.4 Each of the Sellers and TCF agrees to continue to perform the Agreement and be bound by its terms in every way and as if:

2.4.1 RDSEL was always entitled under the original terms of the Agreement to the RDSI Rights in place of RDSI; and

2.4.2 RDSI was always entitled under the original terms of the Agreement to the RDSEL Rights in place of RDSEL.

3 FURTHER ASSURANCE

Each party to this deed shall do, or procure the doing of, all acts and things, and execute or procure the execution of, all documents and deeds, as may reasonably be required by RDSI and/or RDSEL to give full effect to this deed and/or to ensure that RDSEL obtains the full benefit of the RDSI Rights and that RDSI obtains the full benefit of the RDSEL Rights, in each case, in accordance with the terms of this deed.

4 SEVERANCE

4.1 If any provision of this deed (or part of any provision of this deed) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, all other provisions of this deed (and parts of provisions of this deed) shall not be affected and shall remain in force and effective.

4.2 If any invalid, unenforceable or illegal provision of this deed would be valid, enforceable or legal if some part of it were deleted, that provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties to this deed.

5 OTHER PROVISIONS

The provisions of Clauses 9 (Announcements), 13 (Assignment), 14 (Whole Agreement), 15 (Variation and Waiver), 16 (Costs), 17 (Sellers’ Representative), 18 (Buyers’ Representative), 19 (Notices), 21 (Agreement Survives Completion), 22 (Third Party Rights). 23 (Limitation Act 1980), 24 (Successors), 25 (Counterparts), 26 (Governing Law and Jurisdiction) of the Agreement shall applymutatis mutandis to this deed.

This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

THE SCHEDULE

NAME	ADDRESS
Graham Miller	Fosseway Lodge Fosseway Lodge Fosse Lane Bath BA1 7JS
Andrew Birnie	Ashburnham 69 Coombe Lane Stoke Bishop Bristol BS9 2AZ
Jennifer Birnie	Ashburnham 69 Coombe Lane Stoke Bishop Bristol BS9 2AZ
Richard Morley	31 Ffordd y Capel Efail Isaf Pontypridd CF38 1AP
Rhod Samuel	127 Roundways Coalpit Heath Bristol BS36 2LU
Graham Marsh	21 Gauntlet Road Brockworth Gloucester GL3 4EB
Sophie Newton	65 Cumbria Close Thornbury BS35 2YF
Stewart Read	Knole Close Almondsbury Bristol BS32 4EJ

Adele Sheehan	First Floor Flat 60 Lower Redland Road Bristol BS6 6SS
Natalie Harker	54 Parliament Street Chippenham SN14 0DE
Julian Wherlock	8 Broadfield Road Knowle Bristol BS4 2UQ
Tina Humphries	Waterslade Kites Croft Westbury-sub-Mendip BA5 1HU
Mark Cooper	16 Nightingale Rise Portishead Bristol BS20 8LN
Pierre Lacrouts	15 Northend Batheaston Bath BA1 7EE
Justin Cowell	Sunnybank Stowell Hill Road Tytherington GL12 8UH
Robert Felix	36 West View Road Bristol BS3 3JJ
Stephen Raynolds	33 Napier Road Bath BA1 4LN
Didier Bruyere	12 Station Road Ashley Down Bristol BS7 9LB
Louise Argent	52 The Glebe Wrington Bristol BS40 5LX

Burhan Karadogan	31 Ffordd y Capel Efail Isaf Pontypridd CF38 1AP
Elsa Crawford	47A Park Road Congresbury Bristol BS49 5HJ
Karl Swift	30 Chasewood Corner Chalford Stroud GL6 8JS
Kim Swift	30 Chasewood Corner Chalford Stroud GL6 8JS
Sarah Edwards	44 Clarkson Avenue Milton West super Mare BS22 8EJ
David Peters	12 Nightingale Rise Portishead Bristol BS20 8LN
Catherine Peters	12 Nightingale Rise Portishead Bristol BS20 8LN
Esmond Jones	36 Westmead Crescent Trowbridge Bath BA1 0LY
Duncan Crawford	47A Park Road Congresbury Bristol BS49 5HJ
Laurence Ede	41 High Bannerdown Bath BA1 7JZ

Hazel Ede	41 High Bannerdown Bath BA1 7JZ
Anthony Kenny	30 Druid Stoke Avenue Bristol BS9 1DD
Robert Crews	34 Old Sneed Park Bristol BS9 1RF
Joanne Clarke	Fosseway Lodge Fosse Lane Bath BA1 7JS
Jennie Williams	90 St Mary’s Road Shirehampton BS11 9PF
Ruth Cuffe	Steepyfields, Shirehampton Bristol BS11 0DR
Janice Beale	92 Stockwood Road Stockwood Bristol BS14 8JE

SIGNED byR&D SYSTEMS EUROPE LIMITED acting by a director in the presence of
		Thomas E. Oland
		Director
WITNESS:
Signature:	Frank Mortari
Address:	614 Mckinley Place N.E.
	Minneapolis, MN 55413
	USA
Occupation:	Dir. Of Business Development

SIGNED byRESEARCH AND DIAGNOSTIC SYSTEMS, INC acting by a director in the presence of:
		Gregory J. Melsen
		Director
WITNESS:
Signature:	Frank Mortari
Address:	614 Mckinley Place N.E.
	Minneapolis, MN 55413
	USA
Occupation:	Dir. of Business Development

SIGNED (but not delivered until the date hereof) as aDEED byTOTAL CAPITAL FINANCE LIMITED acting by a director in the presence of:
		Lee Morse
		Director
WITNESS:
Signature:
Name (in block capitals)	STEPHEN BRENIER
Address:	C/O 280 Bishopsgate
	London
	EC2m 4RB
Occupation:	Banker

SIGNED (but not delivered until the date hereof) as a DEED byLAURENCE EDE in the presence of:
		Laurence Ede
		Laurence Ede
WITNESS:
Signature:	DAVID FERRIS
Address:	2 Temple Back East
	Temple Quay
	Bristol, BS1 GEG
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as a DEED byGRAHAM MILLER acting by his duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byANDREW BIRNIE acting by his duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byJENNIFER BIRNIE acting by her duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byRICHARD MORLEY acting by his duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byRHOD SAMUEL acting by his duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byGRAHAM MARSH acting by his duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED bySOPHIE NEWTON acting by her duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED bySTEWART READ acting by his duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byADELE SHEEHAN acting by her duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byNATALIE HARKER acting by her duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byJULIAN WHERLOCK acting by his duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byTINA HUMPHRIES acting by her duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byMARK COOPER acting by his duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byPIERRE LACROUTS acting by his duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byJUSTIN COWELL acting by his duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byROBERT FELIX acting by his duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED bySTEPHEN REYNOLDS acting by his duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byDIDIER BRUYERE acting by his duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byLOUISE ARGENT acting by her duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byBURHAN KARADOGAN acting by his duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byELSA CRAWFORD acting by her duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byKARL SWIFT acting by his duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byKIM SWIFT acting by her duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED bySARAH EDWARDS acting by her duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byDAVID PETERS acting by his duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byCATHERINE PETERSacting by her duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byESMOND JONES acting by his duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byDUNCAN CRAWFORD acting by his duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byHAZEL EDE acting by her duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byANTHONY KENNY acting by his duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byROBERT CREWS acting by his duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byJOANNE CLARKE acting by her duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byJENNIE WILLIAMS acting by her duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byRUTH CUFFE acting by her duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor

SIGNED (but not delivered until the date hereof) as aDEED byJANICE BEALE acting by her duly appointed and authorised attorney and representative, Laurence Ede, in the presence of:
		Laurence Ede
		Attorney
WITNESS:
Signature:	DAVID FERRIS
Address:	As Above
Occupation:	Solicitor