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EXHIBIT 2.2
BILL OF SALE AND ACCEPTANCE AGREEMENT
This Bill of Sale and Acceptance Agreement ("Bill of Sale") is dated the 5th day
of March, 1999.
PARTIES
The parties to this Bill of Sale are Escalon Medical Corp., Inc. ("Seller"), a
corporation organized and existing under the laws of the State of California,
and Alcon Universal, Ltd. ("Buyer"), a joint stock corporation organized and
existing under the laws of Switzerland. Seller does hereby bargain, sell, grant,
convey, transfer and assign unto Buyer all of Seller's right, title and interest
in and to those certain assets as described herein.
RECITALS
WHEREAS, pursuant to a Distribution and License Agreement, dated 8/31/1995,
("License Agreement") between Escalon Ophthalmics, Inc., Seller's predecessor,
and The Purdue Frederick Company ("Purdue Frederick"), Seller has the exclusive
right to distribution of 5% Betadine Sterile Ophthalmic Solution ("5%
Betadine"); and
WHEREAS, Seller has agreed to transfer and convey to Buyer certain assets that
are listed on Schedule A attached hereto ("Acquired Assets"); and
WHEREAS, in order to induce Seller to terminate its Licensing Agreement with
Purdue Frederick, Buyer shall buy the Acquired Assets for a Purchase Price of
One Million One Hundred Thousand Dollars ($1,100,000.00); and
WHEREAS, Seller is terminating its exclusive distribution rights with Purdue
Frederick in order for Purdue Frederick to enter into an agreement with Buyer
for the exclusive global distribution of 5% Betadine; and
WHEREAS, Seller is executing and delivering this Bill of Sale to Buyer for the
purpose of assigning, transferring, selling, conveying, and vesting in Buyer,
all of Seller's right, title, and interest in the Acquired Assets and in order
that Buyer shall be in possession of an instrument evidencing Seller's transfer
of the Acquired Assets; and
WHEREAS, Buyer is executing and delivering this Bill of Sale to Seller for the
purpose of assuming all of Seller's right, title and interest in the Acquired
Assets in order that Seller is in possession of an instrument evidencing Buyer's
acceptance of the Acquired Assets;
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NOW, THEREFORE, in consideration of the foregoing premises and the mutual
promises and covenants herein, and intending to be legally bound, the parties do
hereby agree as follows:
AGREEMENT
1. Sale. Seller, by these presents and upon the terms and conditions set forth
herein, hereby sells, grants, conveys, assigns, transfers, and sets over to and
vests in Buyer, its successors and assigns, all of Seller's right, title and
interest, legal and equitable, in and to all of the Acquired Assets.
2. Purchase Price. The purchase price for the Acquired Assets shall be One
Million One Hundred Thousand Dollars ($1,100,000.00).
3. Acceptance. Buyer hereby accepts Seller's transfer of, as well as all of
Seller's right, title and interest in the Acquired Assets.
4. Benefit. Nothing in this instrument, expressed or implied, is intended or
shall be construed to confer upon or give to any person, corporation, or entity,
other than Seller and Buyer and its respective successors and assigns, any
remedy or claim under or by reason of this instrument or any term, covenant, or
condition hereof, and all of the terms, covenants, conditions, promises and
agreements contained in this Bill of Sale shall be for the sole and exclusive
benefit of Seller and Buyer and their respective successors and assigns.
5. Warranties and Representations. Seller warrants and represents that it has
operated in the normal course of business over the preceding six (6) months, and
that all returns, credits, allowances, rebates, discounts, charge backs, or any
other credits due a customer of Seller relating to a sale of product prior to
the date hereof will be Seller's obligation.
6. Indemnification. Seller will indemnify and hold Buyer harmless from and
against any and all liability, damage, loss, cost, or expense, including
attorney's fees and expenses, resulting from any third party claims made or
suits brought against Buyer which arise from the products sold to Buyer pursuant
to this Bill of Sale or Seller's breach of any warranty set forth herein.
7. Insurance. Seller shall maintain at its expense product liability insurance
with limits of liability of $1 million per occurrence for a period of four years
from the date of this Bill of Sale. The certificate should name Buyer as an
additional insured and Seller agrees to furnish Buyer certificates of insurance
showing compliance with the foregoing requirements.
8. Termination of License Agreement. This Bill of Sale is subject to and
contingent upon the termination of Seller's License Agreement with Purdue
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Frederick; Seller agrees to provide Buyer with documentation evidencing the
termination of the License Agreement on or before this Bill of Sale is executed
by Buyer. Further, Seller agrees that it will not distribute or sell 5% Betadine
in the United States for a period of five years from the date of this Bill of
Sale.
9. Closing. Closing of the transaction contemplated by this Bill of Sale shall
be March 4, 1999.
IN WITNESS WHEREOF, the parties duly execute this Bill of Sale on the date first
herein above written.
Attested: ESCALON MEDICAL CORP., INC.
By: /s/ Richard J. DePiano
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Richard J. DePiano
CEO & Chairman
Attested:
ALCON UNIVERSAL, LTD.
By: s/s Guido Koller
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Name: Guido Koller
Title:
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SCHEDULE A
ACQUIRED ASSETS
1. Customer List for 5% Betadine.
2. Seller's termination of its Licensing Agreement with Purdue Frederick.
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