EXHIBIT 10.8
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DATED 2003
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(1) MIZA PHARMACEUTICALS (UK) LIMITED
(IN ADMINISTRATION)
- and -
(2) RONALD ROBINSON
GARY LEE
- and -
(3) INYX PHARMA LIMITED
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AGREEMENT
relating to
the sale of certain of the business and assets of Miza
Pharmaceuticals (UK) Limited
(in administration)
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CONTENTS
1. DEFINITIONS AND INTERPRETATIONS.......................................1
2. SALE OF BUSINESS AND ASSETS...........................................7
3. CONSIDERATION.........................................................9
4. VAT...................................................................9
5. COMPLETION...........................................................10
6. coNnetics stock......................................................10
7. FURTHER ASSURANCE....................................................11
8. THE CONTRACTS........................................................12
9. THE PRE-INVOICED GOODS...............................................13
10. THE LEASED EQUIPMENT.................................................14
11. ROT STOCK............................................................15
12. EXCLUDED STOCK.......................................................15
13. EMPLOYEES............................................................15
14. THE DEBTS............................................................16
15. licences.............................................................16
16. INTELLECTUAL PROPERTY................................................17
17. NAME.................................................................17
18. APPORTIONMENTS AND OUTGOINGS.........................................18
19. RISK.................................................................19
20. ACCOUNTING BOOKS AND RECORDS.........................................19
21. ACCESS TO PREMISES...................................................20
22. EXCLUSION OF WARRANTIES..............................................20
23. EXCLUSION OF ADMINISTRATOR'S LIABILITY...............................23
24. INTEREST.............................................................23
25. DATA PROTECTION......................................................23
26. SET-OFF AND PREPAYMENTS..............................................24
27. NOTICES..............................................................24
28. ANNOUNCEMENTS AND CONFIDENTIALITY....................................25
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29. GENERAL..............................................................25
SCHEDULE 1....................................................................28
Administrators' Contracts................................................28
SCHEDULE 2....................................................................29
Connetics Stock..........................................................29
SCHEDULE 3....................................................................30
Customer Contracts.......................................................30
SCHEDULE 4....................................................................31
Employees................................................................31
SCHEDULE 5....................................................................32
Leased Equipment.........................................................32
SCHEDULE 6....................................................................33
Licences.................................................................33
SCHEDULE 7....................................................................34
Plant and Equipment......................................................34
SCHEDULE 8....................................................................35
Pre-Invoiced Goods.......................................................35
Pre-Invoiced Orders......................................................35
SCHEDULE 9....................................................................36
Premises.................................................................36
SCHEDULE 10...................................................................37
The ROT Claims...........................................................37
schedule 11...................................................................38
Apportionment of the Consideration.......................................38
schedule 12...................................................................39
Deeds of Release.........................................................39
schedule 13...................................................................40
Claiming Employees.......................................................40
schedule 14...................................................................41
Excluded Stock...........................................................41
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THIS AGREEMENT is made on February, 2003
BETWEEN
(1) MIZA PHARMACEUTICALS (UK) LIMITED (in administration) (company number
04067911) whose registered office is at c/o Begbies Traynor, Elliot
House, 151 Deansgate, Manchester M3 3BG ("Company");
(2) RONALD ROBINSON and GARY LEE both of Begbies Traynor, Elliot House, 151
Deansgate, Manchester M3 3BG ("Administrators"); and
(3) INYX PHARMA LIMITED (company number 4573515) whose registered office is
at 9 Cheapside, London EC2V 6AD ("Purchaser").
BACKGROUND
A The Administrators were appointed joint administrators of the Company
on 4 September 2002 pursuant to an order of the Manchester District
Registry of the High Court of Justice.
B The Company has agreed to sell and the Purchaser has agreed to purchase
certain assets of the Company with a view to carrying on the Business
as a going concern in succession to the Company on the terms and
conditions set out in this agreement.
AGREEMENT:
1. DEFINITIONS AND INTERPRETATIONS
1.1 In this agreement, unless the context otherwise requires, the
following words and expressions have the following meanings:
"Administrators Contracts" means all contracts and orders
other than the Pre-Invoiced Orders entered into after the Date
of the Administration Order and prior to Completion by or on
behalf of the Company or the Administrators with Customers
and/or Suppliers of the Business for the sale and/or purchase
of goods or provision of services which remain (in whole or in
part) to be performed on the Completion Date and identified in
schedule 1 hereof;
"Administrators' Solicitors" means DLA of 101 Barbirolli
Square, Manchester M2 3DL [ref MCK];
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"Bank" means Barclays Bank plc;
"Books and Records" means the buying, production, promotional,
personnel, technical sales and other commercial information
used in the Business in relation to the Transferred Assets
including the VAT Records insofar as the same are in the
ownership of the Company and situated on the Premises on the
Completion Date but excluding the books of account and
statutory records of the Company, security documents executed
by the Company, documents relating to the appointment of the
Administrators and all records created for or in the course of
the insolvency of the Company either by the Administrators
their partners or staff or by any other person including the
officers or employees of the Company at their instance;
"Business" means that part of the Company's business
representing its business as a manufacturer of niche
pharmaceutical products with expertise in aerosol technology
and as a research and developer in relation thereto as carried
on from the Premises;
"Business Day" means a day other than a Saturday, Sunday or a
bank or public holiday on which banks are open for business in
England;
"CCL" means CCL Industries Limited (company number 2429449);
"Claim" means any action, proceeding, claim or demand of any
kind (actual or contingent) which may be brought or made
against any of the Company and/or the Administrators;
"Claiming Employees" means those employees listed in schedule
13;
"Completion" means the performance of the obligations set out
in clause 5.1;
"Completion Date" means [o pm] on the date of this
agreement;
"Connetics Storage Period" means the period commencing on
Completion and ending on the expiry of the period of six
calendar months following immediately thereafter;
"Connetics Stock" means the stock in trade and raw materials
listed in schedule 2 hereof and situate on the Premises on
Completion;
"Consideration" means the total purchase price payable for the
Transferred Assets as specified in clause 3.1;
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"Contracts" means the Administrators' Contracts and the
Customer Contracts;
"Customer Contracts" means all contracts and orders other than
the Pre-Invoiced Orders entered into prior to the Date of the
Administration Order by or on behalf of the Company with
customers of the Business for the sale of goods or provision
of services which remain (in whole or in part) to be performed
by the Company as at the Completion Date, including those
identified by the list set out in schedule 3;
"Date of the Administration Order" means 4 September 2002;
"Debts" means all book and other debts owing (whether or not
yet due and payable in accordance with the payment terms for
such debt) to the Company and/or the Administrators and/or
GMAC prior to Completion and/or arising out of the
Pre-Invoiced Orders, including all rights of set-off and
counterclaims;
"Employees" means the employees listed in schedule 4;
"Excluded Stock" means all the stock and other goods referred
to in schedule 14;
"Expert" means Messrs Smith Hodgkinson of Waldorf House,
Cooper Street, Manchester, M2 2FW;
"GMAC" means GMAC Commercial Credit Limited;
"Goodwill" means the goodwill of the Company in connection
with the Business as at the Completion Date together with the
non-exclusive right (insofar as the Company has the right to
grant the same) for the Purchaser to use the Name as a trading
name and to represent itself as carrying on the Business in
succession to the Company and the Books and Records and the
benefit (subject to the burden) of the Contracts;
"Intellectual Property" means such of the following (if any)
as may be owned by the Company and used in connection with the
Business on the Completion Date and are assignable, namely
patents, inventions, know-how, registered designs, copyrights,
design rights, semi-conductor topography rights, trade marks,
service marks, trade names, logos, domain names, moral rights
and all registrations or applications to register any of the
aforesaid items, rights in the nature of any of the aforesaid
items in any country or jurisdiction but excluding all
licences in favour of the Company and property of any kind in
respect of the foregoing, the assignment of which is by its
terms prohibited and/or confidential and subject to all
licences and other rights of and obligations to third parties
to which the Company may be subject in relation thereto;
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"Leased Equipment" means any chattels, equipment and any other
items whatsoever used by the Company in the Business which it
has possession of on the Completion Date as bailee or subject
to hire purchase, conditional sale, rental or similar
agreements or otherwise in the ownership of third parties
including those listed in schedule 5;
"Licences" means all those licences listed in schedule 6 and
any other licences which are necessary to enable the Purchaser
to operate the Business;
"Loss" means any loss, damage, cost, charge or expense which
any of the Company and/or the Administrators have incurred or
sustained or may, directly or indirectly incur or sustain;
"Name" means Miza;
"Normal Business Hours" means between the hours of 9.00am and
5.30pm on any weekday other than a bank holiday;
"Plant and Equipment" means the plant, machinery, equipment
and other chattels owned by the Company and used in connection
with the Business and located at the Premises on the
Completion Date and listed in schedule 7 (but excluding any
landlord's fixtures and fittings);
"Pre-Invoiced Goods" means the goods described in schedule 8
and situated on the Premises on the Completion Date;
"Pre-Invoiced Orders" means the uncompleted customer orders
described in schedule 8 hereof;
"Premises" means the property or properties occupied by the
Company as described in schedule 9;
"Purchase Notice" means a written notice from the Purchaser to
the Company specifying how much of the Remaining Connetics
Stock it wishes to purchase;
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"Purchaser's Purchase Period" means the period commencing on
the Completion Date and ending on the expiry of the period of
three calendar months following immediately thereafter;
"Purchaser's Solicitors" means Allen & Overy of One New
Change, London EC4M 9QQ;
"Qualifying Liabilities" means such liabilities under
contracts of employment as are a "qualifying liability" as
that term is interpreted in section 19 of the Insolvency Act
1986;
"Remaining Connetics Stock" means from time to time such
amount of the Connetics Stock which exceeds the aggregate
amount of the Connetics Stock which has either been purchased
by the Purchaser pursuant to clause 6 hereof, or which is or
has been the subject of a Sale Notice;
"Returns" means all and any goods supplied by the Company or
the Administrators on behalf of the Company prior to the
Completion Date but returned as defective at any time whether
prior to or after the Completion Date;
"ROT Claims" means the retention of title claims identified in
schedule 10 hereof;
"Sale Notice" means a written notice to the Purchaser
informing the Purchaser that the Company has sold a certain
specified amount (or all) of the Remaining Connetics Stock;
"Stock" means the stock in trade, raw materials and finished
goods (other than any items which have been invoiced but not
delivered to customers) situated at the Premises on the
Completion Date including Work in Progress but excluding the
Pre-Invoiced Goods, the Excluded Stock and the Connetics
Stock;
"Third Party Items" means all items (if any) in the possession
of the Company on the Completion Date which have been supplied
to the Company pursuant to contracts which have effectively
reserved title in those items to the supplier as at that date;
"Transferred Assets" means the assets referred to in clause
2.1;
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"Work in Progress" means all partly completed goods allocated
by the Company to the Contracts in the ownership of the
Company and situated at the Premises on the Completion Date
other than the Pre-Invoiced Orders;
"VAT" means Value Added Tax;
"VAT Records" means the records relating to VAT referred to in
section 49(1) of the Value Added Tax Act 1994 and which the
Company is required by law to pass to the Purchaser;
"Venture" means Venture Finance plc
1.2 In this agreement:
1.2.1 words in the singular include the plural and vice versa and
words in one gender include any other gender;
1.2.2 any reference to "persons" or "parties" includes natural
persons, firms, partnerships and corporations, companies,
corporations, associations, organisations, governments,
states, foundations and trusts (in each case whether or not
having separate legal personality);
1.2.3 any reference to a statute, statutory provision or
sub-ordinate legislation includes such legislation as amended
and in force from time to time and any legislation which
modifies, consolidates (with or without modification),
re-enacts or supersedes it;
1.2.4 references to clauses and schedules are to clauses and
schedules of this agreement and references to sub-clauses and
paragraphs are references to sub-clauses and paragraphs of the
clause or schedule in which they appear;
1.2.5 the table of contents and headings are for convenience only
and shall not affect the interpretation of this agreement;
1.2.6 obligations undertaken by a party which comprise more than one
person shall be deemed to be made by them jointly and
severally;
1.2.7 references to documents being "in the agreed form" means such
documents have been initialled by or on behalf of each of the
parties for the purpose of identification;
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1.2.8 any phrase introduced by the terms "including", "include", "in
particular" or any other similar expression shall be construed
as illustrative and shall not limit the sense of the words
preceding these terms;
1.2.9 The Interpretation Act 1978 shall apply to this agreement as
it does to an Act of Parliament;
1.2.10 except as expressly set out in this agreement any lists
contained in any schedule or annexure are for guidance only
and are not exhaustive or complete lists of the items in
question and shall not constitute any warranty in respect of
the Company's ownership of the listed items or otherwise; and
1.2.11 a reference to the Administrators shall be construed as being
to the Administrators both jointly and severally and to any
other person who is appointed as an administrator in
substitution for any administrator or as an additional
administrator in conjunction with the Administrators.
2. SALE OF BUSINESS AND ASSETS
2.1 The Company at the direction of the Administrators shall sell
and the Purchaser shall buy with effect from the Completion
Date such right, title and interest as the Company then has in
the following assets:
2.1.1 the Plant and Equipment;
2.1.2 the Goodwill;
2.1.3 the Intellectual Property;
2.1.4 the Stock;
to the intent that the Purchaser shall from the Completion
Date carry on the Business as a going concern.
2.2 There shall be excluded from the sale effected by this
agreement:
2.2.1 all cash in hand or in a bank or other financial
institution and all cheques, bills or other
negotiable instruments;
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2.2.2 the Debts and any other indebtedness whether actual
or contingent, due or to become due to the Company in
connection with the Business;
2.2.3 the Leased Equipment;
2.2.4 the Third Party Items;
2.2.5 the Pre-Invoiced Goods;
2.2.6 the Pre-Invoiced Orders;
2.2.7 the Excluded Stock;
2.2.8 the benefit of any actual or potential claim
(including any claim under any policy of insurance or
against any Employee) of the Company or the
Administrators;
2.2.9 the benefit of any claim made or to be made by the
Company or the Administrators for repayment of any
tax or tax allowance;
2.2.10 the benefit of any claim made or to be made by the
Company or the Administrators for grants from any
government, local or public authority;
2.2.11 any shares or investments in or any securities of and
any assets used in the Business belonging to any body
corporate (other than the Company);
2.2.12 any freehold or leasehold properties other than the
Premises owned, used or occupied by the Company and
any landlords' fixtures and fittings therein;
2.2.13 the rights of the Company in relation to any pension,
trust or fund established by it or affecting the
Employees or any former employees;
2.2.14 any shares or rights held or owned by the Company in
any subsidiary or any other company; and
2.2.15 any other asset or right not included in clause 2.1.
2.3 The parties acknowledge that they are entering into a separate
agreement under which the Purchaser will acquire the Premises
at Completion with the intention that the Purchaser may
acquire and carry on the Business as a going concern with
effect from the Completion Date.
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3. CONSIDERATION
3.1 The Consideration shall be(pound)3,463,000 which shall be
apportioned as set out in schedule 11.
3.2 The Consideration (less the amount of (pound)100,000 paid on
account prior to the date of this agreement) shall be payable
by the Purchaser on the Completion Date together with all sums
payable by virtue of any other obligation imposed on the
Purchaser by this agreement to the extent that such sums are
ascertainable.
3.3 The Consideration and all other sums referred to in clause 3.2
shall be drawn on the client account of the Purchaser's
Solicitors and paid by way of telegraphic transfer to the
client account of the Administrators' Solicitors at the Royal
Bank of Scotland plc, Mosley Street, Manchester Sort Code:
16-00-01 Account Number: 14089842 Account Name: DLA Client
Account. The Company authorises and requests the Purchaser to
make payment to the Administrators' Solicitors and confirms
that the Administrators' Solicitors may give a good receipt
and discharge on its behalf.
4. VAT
4.1 All amounts expressed in this agreement as being payable by
the Purchaser or the Company are expressed to be exclusive of
any VAT which may be chargeable thereon.
4.2 The parties intend that Article 5 of the Value Added Tax
(Special Provisions) Order 1995 shall apply to the sale of the
Transferred Assets under this agreement as part of the sale of
part of a business as a going concern and that the sale is
treated as neither a supply of goods nor a supply of services
under that article. If for any reason HM Customs and Excise
require VAT to be accounted for by the Company or the
Administrators on the whole or any part of the Consideration
then the Purchaser shall (against production of appropriate
and valid tax invoices) within five Business Days pay the
amount of any such VAT and any penalty, interest, costs or
expenses incurred by the Company and/or the Administrators for
late payment of VAT up to the date when such VAT is paid by
the Purchaser pursuant to this clause.
4.3 The Purchaser undertakes and warrants that it intends to use
the Transferred Assets and the Premises to carry on the same
kind of business as the Business with effect from the
Completion Date.
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4.4 If the Purchaser pays the Company or the Administrators an
amount in respect of VAT under clause 4.2 above and Customs
subsequently rule that all or part of it was not properly
chargeable, the Company or the Administrators shall promptly
repay the amount or relevant part of it to the Purchaser
unless they (or any one of them) have already accounted to
Customs for the VAT. In that case, the Company or the
Administrators shall apply reasonably promptly for a refund of
the VAT (plus any interest payable by Customs) and pay to the
Purchaser the amount of the refund (together with any
interest) if and to the extent received from Customs.
5. COMPLETION
5.1 Completion shall take place on the Completion Date at the
offices of the Administrators' Solicitors or at such other
place as the Administrators may direct when the Purchaser
shall pay the Consideration (less the Deposit) and the other
amounts referred to in clause 3.2, in accordance with clause
3.3 hereof.
5.2 On Completion the Company shall, insofar as it is able to do
so, let the Purchaser into possession of the Transferred
Assets where they are situate and property in the Transferred
Assets shall, in the case of tangible items which are capable
of transfer by delivery, pass by delivery to the Purchaser.
5.3 On the Completion Date the Company shall deliver to the
Purchaser deeds of release executed by GMAC and CCL (as
applicable) in the forms contained in schedule 12.
6. CONNETICS STOCK
6.1 The Purchaser shall keep such of the Connetics Stock which it
has not purchased pursuant to clause 6.2 and which has not
been removed by the Company pursuant to clause 6.5 hereof on
the Premises in the same state and condition as it is in on
the Completion Date and separate and identifiable from all
other stock, raw materials and work in progress of the
Purchaser and/or of any other person, free of charge, for the
Connetics Storage Period.
6.2 Subject to the provisions of clause 6.3 hereof, the Purchaser
shall be entitled to purchase all or any part of the Remaining
Connetics Stock such purchase being effective on the happening
of both:
6.2.1 the service of a Purchase Notice on the
Administrators; and
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6.2.2 the payment to the Administrators by way of cleared
funds of a sum equal to the cost of the same to the
Company for such of the Remaining Connetics Stock as
it has specified in that Purchase Notice,
before the expiry of the Purchaser's Purchase Period.
6.3 The Company shall, at any time before the expiry of the
Connetics Storage Period (and whether or not within the
Purchaser's Purchase Period), be entitled to serve a Sale
Notice on the Purchaser in relation to the Remaining Connetics
Stock.
6.4 At the end of the Connetics Storage Period, such of the
Connetics Stock as has not been purchased by the Purchaser
pursuant to clause 6.2 or which has not been made the subject
of a Sale Notice, shall be disposed of by the Purchaser in
accordance with all relevant statutory and regulatory
requirements then in force at the joint cost of the Company
and the Purchaser, to be borne in equal shares, always
provided that the Company's cost share shall not exceed
(pound)5,000 in aggregate with any balance cost to be borne by
the Purchaser .
6.5 The Company and the Administrators and their servants and
agents shall be given such access to the Remaining Connetics
Stock during Normal Business Hours as they require, upon
request, for the purposes of inspecting the same and for the
purposes of removing such of the Connetics Stock as has been
made the subject of a Sale Notice validly given pursuant to
this clause 6.
6.6 For the avoidance of doubt, more than one Sale Notice and more
than one Purchase Notice may be given or served pursuant to
this clause 6 and the applicable terms of this clause 6 shall
apply to each and every Sale Notice and Purchase Notice so
given or served.
7. FURTHER ASSURANCE
Subject to the terms of this agreement, the Company agrees that it will
after and notwithstanding Completion (and subject to the Purchaser
paying the Administrators' and/or the Company's legal costs in relation
thereto (if costs in aggregate of more than (pound)200 are incurred)
and for such time as the Administrators remain in office) execute and
deliver any other documents as may reasonably be required from time to
time by the Purchaser to vest in the Purchaser the Transferred Assets
in accordance with the terms of this agreement provided always that the
terms of all such documents have (if required by the Administrators)
been approved by the Administrators' Solicitors.
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8. THE CONTRACTS
8.1 The Purchaser shall take over, adopt, complete in proper and
workmanlike manner, meet all liabilities in connection with
and accept responsibility for (whether by assignment, novation
or otherwise) the completion of the Administrators Contracts
and the Purchaser shall indemnify and keep the Company and the
Administrators and each of them fully indemnified against any
Claim or Loss in respect thereof save that nothing in this
clause shall oblige the Purchaser to make payment for any
supply of goods which have already been delivered to the
Company as at the Completion Date.
8.2 Insofar as any of the Contracts cannot effectively be assigned
to the Purchaser without the consent of a third party or
except by an agreement of novation then if the Purchaser so
requests in writing the Company, the Administrators and the
Purchaser shall and during such period as the Administrators
remain in office as administrators of the Company, co-operate
(so far as is reasonable and practicable) to attempt to
procure that either such consent is obtained (and the
Purchaser and the Company shall enter into such form of
novation as may be approved by the Purchaser's Solicitors and
the Administrators' solicitors) or such other arrangements as
are permissible are implemented as far as possible so as to
give effect to a commercial arrangement having a similar
effect to a transfer.
8.3 Unless and until the Contracts or other Transferred Assets
shall be novated or assigned the Company shall hold them in
trust, insofar as it is able to do so, for Venture absolutely
always provided that the Company shall not owe any duty to
Venture or the Purchaser and shall not be under any obligation
to Venture or the Purchaser under or pursuant to any trustee
and beneficiary relationship, or otherwise save that the
Company shall account to Venture with all monies received by
it which represents the proceeds of the Contracts or
Transferred Assets arising out of their completion, sale or
use (as applicable) by the Purchaser after the Completion Date
(but for the avoidance of doubt always excluding the Debts or
the proceeds thereof).
8.4 Any failure to assign or to novate any Contract shall not
entitle the Purchaser to rescind the sale, claim compensation
or damages or a reduction in or repayment of the Consideration
paid or payable or entitle the Purchaser to rescind this
agreement.
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8.5 The Purchaser hereby undertakes that on each occasion where a
request is made by the Administrators it will at the expense
of the Company (to be calculated on the basis of direct costs
only and excluding any other costs including overhead and all
elements of profit), use its best endeavours:
8.5.1 to complete in a proper and workmanlike manner and
meet all liabilities in connection with the Customer
Contracts; and
8.5.2 to honour all warranty and like agreements connected
with and all express and/or implied terms and
conditions of, the Customer Contracts,
8.5.3 to deal with the Returns in accordance with the
rights of any customer of the Business and to use its
best endeavours to assist the Company and the
Administrators in determining the validity of any
customer's rights to make Returns provided that the
Company and the Administrators reserve the right:
8.5.3.1 to deal with all or any of the Returns in
their sole discretion; and
8.5.3.2 to require the Purchaser to use its best
endeavours to assist the Company and the
Administrators in selling or otherwise
disposing of all or any of the Returns,
if in the opinion of the Administrators it is necessary or
reasonably desirable to do so to enable GMAC and/or the
Company to collect the Debts.
9. THE PRE-INVOICED GOODS
9.1 The Purchaser shall, following Completion and acting as agent
of the Company, complete the Pre-Invoiced Orders in accordance
with the terms of those orders (or as otherwise directed by
the Company) without charge and shall be allowed to utilise
the Pre-Invoiced Goods in order to do so. The Purchaser shall
inform each Customer to which each and every Pre-Invoiced
Order relates that it is completing the Pre-Invoiced Order on
behalf of the Company (and not for the avoidance of doubt on
behalf of the Administrators) and that payment should be made
to the Company.
9.2 The Purchaser shall with effect from the Completion Date
indemnify and keep the Company and the Administrators and each
of them fully indemnified against any Claim or Loss which may
arise out of any failure by the Purchaser to complete the
Pre-Invoiced Orders in accordance with the terms of those
orders.
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9.3 The Purchaser shall notify the Administrators in writing of
the completion of each and every Pre-Invoiced Order as soon as
the same is completed.
9.4 The Purchaser shall allow the Company and the Administrators
access to the Pre-Invoiced Goods and all correspondence and
documentation held by the Purchaser in relation to the
Pre-Invoiced Orders during Normal Business Hours, on request.
9.5 The Company shall pay to the Purchaser (on the provision by
the Purchaser of a VAT invoice) out of all monies received by
way of cleared funds by the Company (including amounts in
respect of VAT) in payment of any invoice raised by the
Company following the Completion Date in respect of the
Pre-Invoiced Orders, a sum equal to the cost to the Purchaser
of the raw materials and reasonable direct costs of testing
incorporated in the finished product for which payment has
been received by the Company and such sum shall be exclusive
of any VAT thereon.
10. THE LEASED EQUIPMENT
10.1 Unless agreed otherwise prior to the Completion Date, the
Company shall leave the Leased Equipment upon the Premises at
the Completion Date. The Purchaser acknowledges that it has no
title to nor right of possession or use of any such items.
10.2 The Company shall not object to nor hinder any arrangements
which the Purchaser may wish to make with the owners of the
Leased Equipment nor will it make any claim in relation to it
and shall (and subject to the Purchaser paying the
Administrators' and/or the Company's legal costs in connection
therewith) (if costs in aggregate of more than(pound)200 are
incurred) give such assistance to the Purchaser as it may
reasonably require to enable the Purchaser to acquire title to
or otherwise continue to use the Leased Equipment or any part
of it including (at the Purchaser's expense) executing all
documents needed to enable the Purchaser so to acquire title
or continue use provided always that if the owner of any part
of the Leased Equipment refuses to sell or otherwise make
available any part of the Leased Equipment to the Purchaser
then the Purchaser shall forthwith deliver up such item for
collection and removal by the owner.
10.3 The Purchaser shall with effect from the Completion Date
indemnify and keep the Company and the Administrators and each
of them fully indemnified from and against all hire, rental or
other charges payable and any Claim or Loss in relation to any
item of Leased Equipment of which the Purchaser has possession
and which arise after the Completion Date out of the giving of
possession, use or control to the Purchaser of the Leased
Equipment by the Company.
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14
11. ROT STOCK
11.1 The Administrators (and not the Purchaser) shall subject to
the provisions of clause 11.4 deal with all ROT Claims made by
suppliers to the Company.
11.2 The Administrators shall subject to the provisions of clause
11.4 settle the ROT Claims which either the Administrators
accept as being valid or which any court of competent
jurisdiction determines as being valid.
11.3 Any liability of the Administrators to the Purchaser under the
terms of this clause 11 shall rank in the administration of
the Company as an expense under section 19(5) of the
Insolvency Act 1986.
11.4 Neither the Administrators or the Company shall be liable
under the terms of this clause or otherwise to pay in excess
of (pound)50,689 in aggregate in settlement of the ROT Claims
or, in respect of each individual ROT Claim such sum in excess
of the sum set out opposite each ROT Claim in schedule 11.
12. EXCLUDED STOCK
12.1 The Purchaser shall, from the Completion Date, keep the
Excluded Stock on the Premises and separate and identifiable
from all other stock and other goods in the same condition as
it is on the Completion Date (natural deterioration excepted).
The Purchaser shall also make the Excluded Stock available for
collection by the Company, the Administrators or any other
person authorised by the Administrators to collect the same
within Normal Business Hours on any Business Day as they may
direct. The Administrators shall promptly following the
Completion Date, inform the supplier of the Excluded Stock
that the same is available for collection from the Premises.
13. EMPLOYEES
Neither the Company nor the Administrators shall have any liability to
the Purchaser in respect of any claims, liabilities or obligations to
which the Purchaser may become subject arising under the Transfer of
Undertakings (Protection of Employment) Regulations 1981 save that the
Company shall be responsible for all Qualifying Liabilities in relation
to the Employees which are incurred between the Date of the
Administration Order and the Completion Date.
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15
14. THE DEBTS
14.1 If the Purchaser shall receive any payment in respect of any
of the Debts or any other sum due to the Company, the
Administrators or (as the case may be) GMAC it shall promptly
notify the Administrators and such money shall be paid
promptly to the Company, the Administrators or GMAC (as the
case may be) without counterclaim, lien, set-off or deduction
and until such money is so paid it shall be kept separate from
the Purchaser's own money and held in trust for the Company or
the Administrators or GMAC (as the case may be). The Purchaser
shall without charge give to the Administrators on behalf of
the Company a detailed account showing the names of the payers
and the amount each has paid together with such other
documentation as the Company or the Administrators may
reasonably require to be satisfied that the Purchaser is
complying in all respects with the provisions of this clause.
14.2 Where any debtor owes money to both the Company (or the
Administrators or GMAC) and the Purchaser it shall be assumed,
in the absence of evidence to the contrary, that any money
received by the Purchaser from such a debtor is paid first in
respect of the Debts or any other sum due to the Company (or
the Administrators or GMAC) and the Purchaser shall account to
the Company or the Administrators or GMAC (as the case may be)
as provided for in clause 14.1 above.
14.3 The Purchaser shall not without the prior written consent of
the Administrators issue any credit note on behalf of the
Company in relation to any of the Debts.
14.4 The Purchaser shall mark all invoices raised by it during the
course of its trade of the Business so that they are clearly
distinguishable from all invoices of the Company raised either
before or after the Date of the Administration Order.
15. LICENCES
Neither the Company nor the Administrators shall object to the
Purchaser making any application to obtain the benefit of any Licence.
For the avoidance of doubt, neither the Company not the Administrators
are under any obligation to ensure that the Purchaser obtains all or
- --------------------------------------------------------------------------------
16
any of the Licences and no failure by the Purchaser to obtain all or
any of the Licences shall in any way invalidate the sale and purchase
hereby agreed and nor shall it entitle the Purchaser to any refund of
all or any part of the purchase price payable hereunder.
16. INTELLECTUAL PROPERTY
16.1 The Purchaser acknowledges that the Intellectual Property may
be subject to restrictions or deficiencies which have not been
disclosed to the Company, and that it may or may not be
sufficiently transferable to the Purchaser to enable the
Business to be carried on efficiently or at all. The Purchaser
undertakes to make its own enquiries into all such matters.
16.2 The Purchaser hereby undertakes with the Company and the
Administrators and each of them not to use the Intellectual
Property without first obtaining any necessary consents,
licenses or registrations and to indemnify and keep the
Company and the Administrators and each of them fully
indemnified against any Claim or Loss arising by reason
directly or indirectly of the transfer of the Intellectual
Property to the Purchaser or its purported sale under the
agreement or the use of it by the Purchaser or by any
transferee or licensee from the Purchaser.
17. NAME
17.1 The Purchaser acknowledges that the Administrators have no
power or authority to require the Company's members to change
the Company's name but subject thereto the Administrators will
raise no objection to the Purchaser using the Name in relation
to its business as from Completion or to the Purchaser,
following Completion, changing its corporate name to a name
including the Name provided that:
17.1.1 any such use shall be at the risk of and the sole
responsibility of the Purchaser; and
17.1.2 nothing in this agreement shall preclude the Company
from using its existing corporate name in relation to
its business and/or its assets and/or their
realisation and/or for the purposes of its insolvency
or require it to change its existing corporate name.
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17
18. APPORTIONMENTS AND OUTGOINGS
18.1 Subject to clauses 18.3 below, all expenses and outgoings paid
or payable by the Company or the Administrators or the
Purchaser relating to the Business and the Transferred Assets
(save in relation to the Employees) and which are referable to
a period partly before and partly after Completion shall be
apportioned net of VAT as at Completion and shall be agreed
between the parties not more than 10 Business Days after
Completion. Failing such agreement the apportionment shall be
ascertained and certified by an independent firm of chartered
accountants appointed by the Administrators (who shall act as
experts and not arbitrators and whose decision shall be
binding on the parties). The Purchaser or the Company acting
by the Administrators, as appropriate, shall pay the net
amount so agreed or certified to be payable to the other party
in respect of such apportionments not more than five Business
Days after agreement or certification.
18.2 If the Company or the Administrators have ordered prior to
Completion any goods or services relating to the Business or
the Transferred Assets for the benefit of the Company or the
Purchaser on terms either of personal liability or of payment
as an expense of the administration and those goods or
services have not been delivered or performed prior to
Completion then the Purchaser shall pay for those goods or
services. Payment shall be made within five Business Days of
the date of delivery of any invoice to the Purchaser or the
date on which payment is due to the supplier, if sooner. The
Purchaser shall indemnify and keep the Company and the
Administrators and each of them fully indemnified against any
Claim or Loss arising as a result of its failure to comply
with the terms of this clause 18.2.
18.3 Notwithstanding clauses 18.1 and 18.2 above, any part of
expenses or outgoings paid or payable by any party in respect
of the Business or the Transferred Assets (save in relation to
the Employees) which are referable to a period partly before
and partly after the Completion Date and which represent VAT
properly chargeable on the supply or supplies for which such
expenses or outgoings are wholly or partly the consideration
for VAT purposes shall be borne in full by the party for whom
such VAT is input tax (or the party for which such VAT would
be input tax if the party were not treated as a member of a
group for the purposes of section 43 of the Value Added Tax
Act 1994).
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18
18.4 The Purchaser shall pay, satisfy and discharge all debts and
liabilities of the Business incurred after Completion and
shall indemnify and keep the Company and the Administrators
fully indemnified from and against any Claim or Loss in
respect thereof.
19. RISK
Risk in the Transferred Assets shall pass to the Purchaser on
Completion and the Purchaser shall only effect its own insurances in
respect thereof from Completion.
20. ACCOUNTING BOOKS AND RECORDS
20.1 If any books of account, records and documents other than the
Books and Records and the VAT Records come into the possession
of the Purchaser, the Purchaser shall keep them in a good and
safe condition and deliver them up to the Administrators on
demand. The books, documents, files and records of the
Administrators shall not be available to the Purchaser for
inspection or otherwise.
20.2 The Company and the Administrators shall, at the Company's
expense, have reasonable access during the normal business
hours of the Purchaser to such records, books, files or other
documents of the Company (whether being the Books and Records,
or otherwise) possession of which has been given to or assumed
by the Purchaser hereunder for a period of six calendar months
from Completion and during such period the Company and the
Administrators shall, at the Company's expense, be entitled to
take copies thereof.
20.3 The Purchaser shall preserve the VAT Records for the period
required by law and upon reasonable notice during normal
business hours make them available to the Administrators or
their agents or any person appointed to act in relation to the
administration of the Company.
20.4 The Purchaser may fulfil its obligations under this clause 20
by procuring that a future transferee of the Business or any
other person preserves the records, books and other documents
(including the Books and Records) and permits reasonable
access as mentioned in this clause 20, in which case the
Purchaser shall notify the Company or the Administrators of
the name of that person.
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19
21. ACCESS TO PREMISES
21.1 For a period of six months after Completion the Purchaser
shall give the Administrators (and their respective employees
and agents) reasonable access to the Premises and staff of the
Purchaser to enable the Administrators to deal with collection
of the Debts and any other matters arising in connection with
the administration of the Company.
21.2 The Purchaser shall for the period of six months following
Completion make available without charge for the use of the
Administrators reasonable office, telephone and secretarial
facilities at the Premises during normal business hours to
enable the Administrators to deal with the matters referred to
in clause 21.1 and for storage purposes.
22. EXCLUSION OF WARRANTIES
22.1 Other than as set out in clause 22.8 below, all
representations (whether made innocently, negligently or
otherwise but not fraudulently), warranties, conditions and
stipulations, express or implied, statutory, customary or
otherwise in respect of the Business and/or the Transferred
Assets or any of the rights, title and interests transferred
or agreed to be transferred pursuant to this agreement are
expressly excluded (including without limitation, warranties
and conditions as to title, quiet possession, quality, fitness
for purpose and description).
22.2 Unless otherwise required by law (and then only to that
extent) the Company and the Administrators and each of them
shall not be liable for any loss or damage of any kind
whatever, consequential or otherwise arising out of or due to
or caused by any defect or deficiencies in any of the
Transferred Assets.
22.3 The Purchaser agrees that the terms and conditions of this
agreement and the exclusions and limitations contained in it
are fair and reasonable having regard to the following:
22.3.1 that this is a sale by an insolvent company in
circumstances where it is usual that no
representations and warranties can be given by or on
behalf of the Company or the Administrators;
22.3.2 that the Purchaser has relied solely upon the
Purchaser's own opinion and/or professional advice
concerning the Business and/or the Transferred
Assets, their quality, state, condition, description,
- --------------------------------------------------------------------------------
20
fitness and/or suitability for any purpose, the
possibility that some or all of them may have defects
not apparent on inspection and examination and the
use it intends or proposes to put them to;
22.3.3 that the Purchaser has agreed to purchase the
Transferred Assets "as seen" in their present state
and condition for a consideration which takes into
account the risk to the Purchaser represented by the
parties' belief that the said exclusions and
limitations are or would be recognised by the courts;
and
22.3.4 that the Purchaser its servants, employees, agents,
representatives and advisers have been given every
opportunity it or they may wish to have to examine
and inspect all or any of the Transferred Assets and
all relevant documents relating to them and to obtain
information from the Company and/or the
Administrators relating to the Business and the
Transferred Assets.
22.4 The Purchaser acknowledges that:
22.4.1 neither the Company nor the Administrators shall
incur any liability to it by reason of any fault or
defect in all or any of the Transferred Assets or any
breach of the obligations of the Company arising
under the Sale of Goods Act 1979 or under the Health
and Safety at Work Act 1974;
22.4.2 neither the Company nor the Administrators shall be
required to put any of the Plant and Equipment into a
roadworthy or safe condition (as the case may be).
The Purchaser hereby undertakes that it will ensure
that all of the Plant and Equipment is in a
roadworthy or safe condition (as the case may be)
before putting (or allowing it to be put) to any use
after Completion;
22.4.3 whenever and wherever in this agreement it has agreed
to indemnify any person it shall also indemnify any
firm, partner, employee, agent, adviser or
representative of such person to the same extent and
in the same regard.
22.5 The Purchaser covenants with and undertakes to the Company and
the Administrators and each of them that it will not hold
itself out as the owner of any of the Transferred Assets once
it has been notified that the Company did not have title to
the same nor will it sell offer for sale, assign or create or
permit the creation of any form of encumbrance over such
- --------------------------------------------------------------------------------
21
assets but it will deliver such assets to the Administrators
or as the Administrators shall direct forthwith upon demand
and pending such delivery it will at its own expense maintain
such assets in safe custody and in as good repair and
condition as they were in when they first came into the
possession of the Purchaser. The Purchaser shall indemnify and
keep the Company and the Administrators and each of them fully
indemnified against any Claim or Loss arising as a result of
its failure to comply with the terms of this clause 22.5.
22.6 The Purchaser acknowledges that in respect of any Transferred
Assets not situated at the Premises on Completion there may be
a risk of a third party claiming a lien over such Transferred
Assets and that such risk is entirely the risk of the
Purchaser.
22.7 The Purchaser acknowledges for the avoidance of doubt that if
the Company does not have title or unencumbered title to any
or all of the Transferred Assets or if the Purchaser cannot
exercise any right conferred or purported to be conferred on
it by this agreement this shall not be a ground or grounds for
rescinding, avoiding or varying any or all of the provisions
of this agreement and shall not give rise to any claim to
compensation or damages or a reduction in or repayment of the
Consideration paid or payable.
22.8 The Administrators confirm to the Purchaser as follows:
22.8.1 They have not knowingly granted to any third party
the right to use the Name as a trading name and they
shall not do so after the Completion Date. Nothing in
this clause shall however prohibit the Administrators
from appointing any third party from acting as agent
of the Company (and using the Company's name when so
acting) for the purposes of collecting the Debts or
for any other purpose which the Administrators deem
necessary for the purposes of fulfilling the purposes
of the administration of the Company; and
22.8.2 Since the Date of the Administration Order they have
not knowingly taken or caused the Company to take any
step in respect of the Transferred Assets that would
create any mortgage, pledge, lien, charge,
assignment, hypothecation or security interest in
respect of any Transferred Asset; and
22.8.3 Since the Date of the Administration Order to the
best of their actual knowledge and belief, except as
disclosed in writing to the Purchaser prior to the
date of this agreement, no contract has been
cancelled or terminated and no party has refused
consent to the assignment of any contract.
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22
22.8.4 To the best of their actual knowledge and belief the
only claims received by them arising out of the
dismissal of employees employed by the Company as at
and following the Date of the Administration Order
are those made by the Claiming Employees.
22.8.5 They are not, to the best of their actual knowledge
and belief, aware of any claims made after the Date
of the Administration Order arising out of the
dismissal of employees of the Company dismissed
before the Date of the Administration Order other
than that of Mr Hanson and any others of which Steven
Handley , Colin Hunter, David Bytheway and Pat
Gilmore are aware.
23. EXCLUSION OF ADMINISTRATOR'S LIABILITY
The Administrators have entered into and signed this agreement as
agents for or on behalf of the Company and neither they their firm,
partners, employees, advisers, representatives or agents shall incur
any personal liability whatever in respect of any of the obligations
undertaken by the Company or in respect of any failure on the part of
the Company to observe, perform or comply with any such obligations or
under or in relation to any associated arrangements or negotiations or
under any document or assurance made pursuant to this agreement. The
Administrators are party to this agreement in their personal capacities
only for the purpose of receiving the benefit of the exclusions,
limitations, undertakings, covenants and indemnities in their favour
contained in this agreement.
24. INTEREST
In the event of any default by any party in paying any sums due under
this agreement (whether payable by agreement or by an order of a court
or otherwise) that party shall pay interest on such sum at the rate of
2% above the base rate from time to time of the Bank from the date when
payment was due until all such monies have been paid in full together
with all interest thereon. Such interest shall accrue from day to day
and shall be compounded on a monthly basis.
25. DATA PROTECTION
The Purchaser warrants and represents that it will comply with all
relevant provisions of the Data Protection Act 1998 in its processing
of the personal data held on the customer database. The Purchaser shall
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23
indemnify and keep indemnified the Company and the Administrators and
each of them against any Claim or Loss arising from or in relation to
the Purchaser's breach of warranty set out above.
26. SET-OFF AND PREPAYMENTS
26.1 The Purchaser shall not be entitled to set off any claims it
might have against the Company or the Administrators or
exercise any liens whatever (whether arising under this
Agreement or otherwise), against any monies or negotiable
instruments payable to the Company or the Administrators
pursuant to the provisions of this agreement but such monies
or negotiable instruments shall be paid in full upon the same
being due whether in accordance with the provisions of this
agreement or otherwise.
26.2 If the Company and/or the Administrators have received any
deposit or payment in advance in respect of any Contract or
otherwise neither the Company nor the Administrators shall be
under any obligation to account to the Purchaser for the same.
27. NOTICES
27.1 Any notice to be given under this agreement shall be in
writing signed by or on behalf of the party giving it and
shall be given if left at or sent by prepaid first class post,
prepaid recorded delivery, facsimile or other means of
telecommunication in permanent written form to the address of
the party receiving such notice as set out at the head of this
agreement or as notified in writing between the parties for
the purposes of this clause.
27.2 Any such notice shall be deemed to have been given to and
received by the addressee:
27.2.1 at the time of delivery if delivered personally;
27.2.2 two Business Days after posting in the case of any
address in the United Kingdom and six Business Days
after posting for any other address;
27.2.3 two hours after transmission if served by facsimile
or other means of telecommunication in permanent
written form on a Business Day prior to 3.00pm or in
any other case at 9.00am on the Business Day after
the date of despatch.
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24
27.3 Any such notice will be effective as regards the Purchaser if
given to the Purchaser or to any solicitor acting for the
Purchaser or to any person acting for the Purchaser whether at
Completion or otherwise.
27.4 Any such notice will only be effective as regards the Company
or the Administrators if given to the Administrators.
27.5 In proving the giving of a notice it shall be sufficient to
prove that the notice was properly addressed and posted, or
that the envelope containing the notice was properly addressed
and posted or that the applicable means of telecommunication
was addressed and despatched and despatch of the transmission
was confirmed and/or acknowledged as the case may be.
28. ANNOUNCEMENTS AND CONFIDENTIALITY
Unless otherwise required by law, current insolvency practice or the
rules of any recognised investment exchange, the parties shall keep
this agreement confidential and no statement or announcement of any
nature relating to the terms, conditions and subject matter of this
agreement shall be made to the public, the press or otherwise unless in
a form previously agreed between the parties save that the
Administrators shall be at liberty to disclose the terms of this
agreement to GMAC and/or any other secured creditor of the Company and
to any liquidator and to show appropriate figures in their receivership
records, accounts and returns.
29. GENERAL
29.1 The Purchaser shall deliver forthwith to the Administrators
all correspondence received at the Premises which is addressed
to the Company or the Administrators.
29.2 The provisions of this agreement insofar as they have not been
performed at or are capable of taking effect after the
Completion Date shall remain in full force and effect
notwithstanding Completion and shall not merge on Completion.
29.3 The Purchaser shall pay any stamp duties payable in respect of
this agreement or any other document entered into or executed
in connection with or pursuant to this agreement.
29.4 No single or partial exercise or failure or delay in
exercising, on the part of the Company or the Administrators,
any right, power or remedy under this agreement or the
- --------------------------------------------------------------------------------
25
granting of time by the Company or the Administrators shall
prejudice, affect or restrict the rights, powers and remedies
of those parties under this agreement, nor shall any waiver by
the Company or the Administrators of any breach of this
agreement operate as a waiver of or in relation to any
subsequent or any continuing breach of this agreement.
29.5 This agreement supersedes and extinguishes any prior drafts,
agreements, undertakings, representations, warranties and
arrangements of any nature whatsoever, whether or not in
writing between the parties in relation to the matters dealt
with in this agreement and represents the entire understanding
between the parties in relation to them.
29.6 This agreement shall not be capable of assignment by the
Purchaser and shall be binding upon and enure for the benefit
of each party's personal representatives and successors in
title.
29.7 Except as provided in clause 22.4.3, or in respect of Venture
in clause 8.3, a person who is not party to this agreement
shall have no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this agreement. This
clause does not affect any right or remedy of any person which
exists or is available otherwise than pursuant to that Act.
29.8 Any date or period mentioned in any clause of this agreement
may be extended by mutual agreement between the Administrators
and the Purchasers.
29.9 No variation of this agreement or any of the documents in the
agreed form shall be effective unless it is in writing, refers
specifically to this agreement and signed by or on behalf of
each of the parties to this agreement.
29.10 This agreement may be executed in any number of counterparts,
each of which should be considered as an original, with the
same effect as if the parties or their representatives signed
the same instrument.
29.11 This agreement shall be governed by and construed in
accordance with English law and each party agrees to submit to
the non-exclusive jurisdiction of the English courts.
29.12 If at any time any provision of this agreement is or becomes
illegal, invalid or unenforceable in any respect under the law
of any jurisdiction neither the legality, validity or
- --------------------------------------------------------------------------------
26
enforceability of the remaining provisions hereof nor the
legality, validity or enforceability of such provision under
the law of any other jurisdiction shall in any way be affected
or impaired thereby.
29.13 Save as expressly provided elsewhere in this agreement each
party to this agreement shall pay its own costs, charges and
expenses in relation to the negotiation, preparation,
execution and implementation of this agreement.
IN WITNESS of which the parties or their duly authorised representatives have
executed this agreement.
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27
SCHEDULE 1
Administrators' Contracts
- --------------------------------------------------------------------------------
28
SCHEDULE 2
Connetics Stock
- --------------------------------------------------------------------------------
29
SCHEDULE 3
Customer Contracts
- --------------------------------------------------------------------------------
30
SCHEDULE 4
Employees
- --------------------------------------------------------------------------------
31
SCHEDULE 5
Leased Equipment
- --------------------------------------------------------------------------------
32
SCHEDULE 6
Licences
- --------------------------------------------------------------------------------
33
SCHEDULE 7
Plant and Equipment
- --------------------------------------------------------------------------------
34
SCHEDULE 8
Pre-Invoiced Goods
Pre-Invoiced Orders
- --------------------------------------------------------------------------------
35
SCHEDULE 9
Premises
Unit 3, Arkwright Road, Astmoor Industrial Estate, Runcorn
Unit 5 to 8, Arkwright Road, Astmoor Industrial Estate, Runcorn
9 Arkwright Road, Astmoor Industrial Estate, Runcorn (known as Unit 9)
9 Arkwright Road, Astmoor Industrial Estate, Runcorn (known as land adjoining
Unit 9)
18 Arkwright Road, Runcorn (known as Unit 18)
land on the north side of Arkwright Road, Runcorn, (known as land adjoining Unit
18)
Land and buildings on the east side of Arkwright Road, Runcorn (known as Units
12 and 13) Astmoor Industrial Estate)
Unit 6, Seymour Court, Manor Park, Runcorn
Units 1 and 2 Astmoor Industrial Estate, Runcorn
Units 10 and 11 Astmoor Industrial Estate, Runcorn
- --------------------------------------------------------------------------------
36
SCHEDULE 10
The ROT Claims
- --------------------------------------------------------------------------------
37
SCHEDULE 11
Apportionment of the Consideration
(pound)
For
the Plant and Equipment 2,199,998.00
the Goodwill 1.00
the Intellectual Property 1.00
the Stock 1,263,000
----------------
(pound) 3,463,000
----------------
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38
SCHEDULE 12
Deeds of Release
- --------------------------------------------------------------------------------
39
SCHEDULE 13
Claiming Employees
Mr B Gulliver
Mr R G Skitt
Mr C Hitchmough
- --------------------------------------------------------------------------------
40
SCHEDULE 14
Excluded Stock
- --------------------------------------------------------------------------------
41
IN WITNESS of which the parties have executed this document as follows:
SIGNED on behalf of the Company by one of the ) /s/ Signature Illegible
Administrators as its agent without personal )
liability in the presence of: )
Witness: /s/ Ms. Keates
(Signature)
Name: Ms. Keates
(in bold)
Address: 101 (Illegible) Square
Manchester
Occupation: Solicitor
SIGNED by one of the Administrators on behalf of both ) /s/ Signature Illegible
ofthem in the presence of: )
Witness: /s/ Ms. Keates
(Signature)
Name: Ms. Keates
(in bold)
Address: 101 (Illegible) Square
Manchester
Occupation: Solicitor
SIGNED on behalf of the Purchaser in the ) /s/ Stephen Handley
presence of: )
Witness: /s/ Ms. Keates
(Signature)
Name: Ms. Keates
(in bold)
Address: 101 (Illegible) Square
Manchester
Occupation: Solicitor
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42