EXHIBIT 10.24
BILL OF SALE
HOLOGIC, INC.,
a Delaware corporation
to
BONE (DE) QRS 15-12, INC.,
a Delaware corporation
KNOW ALL MEN BY THESE PRESENTS, that HOLOGIC, INC., a Delaware corporation
("Seller"), for and in consideration of Ten Dollars ($10.00) and other good and
valuable consideration, to it in hand paid by BONE (DE) QRS 15-12, INC., a
Delaware corporation ("Purchaser"), at or before the sealing and delivery of
these presents, the receipt and sufficiency of which is hereby acknowledged, has
granted, bargained, sold, transferred and delivered, and by these presents does
grant, bargain, sell, transfer and deliver unto Purchaser all and singular the
following described machinery and equipment owned by Seller and located on that
certain property situated in Bedford, Massachusetts as described on Exhibit A-1
attached hereto and made a part hereof and that certain property situated in
Danbury, Connecticut as described on Exhibit A-2 attached hereto and made a part
hereof (collectively, the "Premises"), to wit:
The machinery and equipment listed and described on Exhibit B attached
hereto and made a part hereof (the "Machinery and Equipment").
TO HAVE AND TO HOLD the Machinery and Equipment unto Purchaser, its
successors and assigns, to and for its own proper use and benefit forever.
AND Seller for itself and for its successors and assigns, does hereby
covenant with Purchaser, its successors and assigns, that it is the true and
lawful owner of the Machinery and Equipment hereby sold, and has full power to
sell and convey the same; that the title so conveyed is clear, free and
unencumbered; and further that it does warrant and will forever defend the same
against the claim or claims of all persons whomsoever claiming or to claim the
same or any part thereof.
IN WITNESS WHEREOF, Seller has caused its corporate name to be hereunto
subscribed and its corporate seal to be hereunto affixed, this 28th day of
August, 2002.
ATTEST: HOLOGIC, INC.
By: /s/ Colleen P. Hussey By: /s/ Glenn P. Muir
------------------------- -------------------------------------------
Title: Title: Treasurer and Executive Vice President,
---------------------- Finance and Administration
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EXHIBIT A-1
PROPERTY DESCRIPTION - BEDFORD, MASSACHUSETTS
That certain parcel of land situated in Bedford in the County of Middlesex,
Commonwealth of Massachusetts being shown as Lot 12 on a plan of land entitled
"Plan of Land in Bedford, Mass. (Middlesex County), Being a Subdivision of Lot 5
on Land Court Plan Number 34759C, Prepared for: Hologic, Inc., Scale 1" = 100'"
by the BSC Group, Inc. dated July 26, 2002, and containing approximately 152,128
square feet as shown on said plan. Said parcel of land is shown as Lot 12 on
Land Court Plan Number 34759F.
EXHIBIT A-2
PROPERTY DESCRIPTION - DANBURY, CONNECTICUT
Parcel 1
A certain piece or parcel of land, with the buildings and improvements thereon,
located in the Town of Danbury, County of Fairfield and State of Connecticut,
more particularly bounded and described as follows:
Beginning at a point on the easterly highway line of Ye Old Road at the
northwesterly corner of the herein described parcel, thence running in an
easterly, southerly and easterly direction along the southerly boundary line of
land now or formerly of Seymour R. Powers, Trustee, et als (Parcel "Br") the
following courses and distances.
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N 70 DEG. 54' 11" E 320.000'
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S 19 DEG. 05' 49" E 69.445'
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N 72 DEG. 28' 55" E 93.118'
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to a point on the westerly highway line of Apple Ridge Road (property of Seymour
R. Powers, Trustee, et als) and the northeasterly corner of the herein described
parcel, thence running along said westerly highway line the following courses
and distances:
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S 20 DEG. 05' 04" E 111.00'
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thence along a curve to the left with a central angle of 87 DEG. 00' 19", a
radius of 365.00' and an arc length of 554.263' to a point, thence turning and
running in a southerly direction along land of Seymour R. Powers, Trustee, et
als on a course bearing S 17 DEG. 05' 23" E a distance of 91.332' to a point
on the northerly boundary line of land now or formerly of Mary A. Farwell,
thence turning and running along the northerly and westerly boundary lines of
said Mary A. Farwell the following courses and distances:
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S 49 DEG. 44' 28" W 611.97'
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S 30 DEG. 30' 08" E 135.00'
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to a point on the northerly highway line of Ye Old Road, thence turning and
running along the northerly and easterly highway lines of said Ye Old Road (an
unimproved highway) the following courses and distances:
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S 57 DEG. 15' 16" W 170.10'
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S 50 DEG. 48' 11" W 37.62'
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S 52 DEG. 15' 10" W 78.01'
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N 11 DEG. 49' 23" W 36.98'
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N 13 DEG. 35' 48" W 109.08'
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N 16 DEG. 35' 03" W 201.38'
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N 15 DEG. 44' 38" W 264.38'
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N 16 DEG. 19' 21" W 186.64'
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N 23 DEG. 48' 32" W 32.66'
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N 16 DEG. 56' 54" W 234.849'
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to the point of place of beginning. Said parcel contains 10.973 Acres and is
more particularly shown and described on a map entitled "ALTA/ACSM Land Title
Survey, Plan of Land in City of Danbury, Connecticut, Prepared for Hologic,
Inc.", Dated August 7, 2002 Prepared by the BSC Group, Inc., Rohan Freeman, L.S.
70046.
Together with the perpetual right to pass and repass over, through, under and
across the entire length and width of a certain roadway shown and designated as
Apple Ridge Road on the above referenced map, for the purpose of egress and
ingress and for the purpose of obtaining water, gas electric and telephone
service and other utilities, and for the purpose of installing thereon and
thereunder all improvements, equipment and appurtenances required for such
services and for such ingress and egress, to the above described premises from
the public highway known as Kenosia Avenue.
Together with a perpetual drainage and sewer easement as set forth in a deed
from Seymour R. Powers to Seymour R. Powers, Trustee dated September 5, 1989 and
recorded September 17, 1989 in Volume 931, Page 1002 of the Danbury Land
Records. Said easement was partially released by instrument dated May 8, 1996
and recorded in Book 1147, Page 1142 of the Danbury Land Records.
Together with the right to use, pass and repass for all purposes on, over,
across and under the roadway known as Ye Old Road, Danbury, Connecticut.
Together with and subject to the provisions of a Road Maintenance Agreement with
Thermotrex Corporation dated as of March 31, 1993 and recorded in Book 1045,
Page 238 of the Danbury Land Records.
Together with a scenic view easement as set forth in (i) a warranty deed from
Seymour R. Powers to Thermotrex Corporation dated March 26, 1993 and recorded
April 1, 1993 in Book 1043, Page 819 of the Danbury Land Records; (ii) a
warranty deed from Melvyn J. Powers to Thermotrex Corporation dated March 30,
1993 and recorded April 1, 1993 in Book 1043, Page 826 of the Danbury Land
Records; (iii) a trustee's deed from Melvyn J. Powers and Union Trust Company,
as trustees for Gary S. Kepniss, to Thermotrex Corporation dated March 30, 1993
and recorded April 1, 1993 in Book 1043, Page 833 of the Danbury Land Records;
(iv) a
warranty deed from Alice Powers to Thermotrex Corporation dated March 26, 1993
and recorded April 1, 1993 in Book 1043, Page 812 of the Danbury Land Records;
(v) a trustee's deed from Seymour R. Powers, as trustee of the Seymour R. Powers
Revocable Trust Agreement, to Thermotrex Corporation dated March 26, 1993 and
recorded April 1, 1993 in Book 1043, Page 839 of the Danbury Land Records; and
(vi) a quitclaim deed from Pow-Dan II Corporation to Thermotrex Corporation
dated March 30, 1993 and recorded in Book 1043, Page 844 of the Danbury Land
Records.
Parcel 2
A certain piece or parcel of land, with any buildings and improvements thereon,
located in the Town of Danbury, County of Fairfield and State of Connecticut,
which parcel contains 0.434 Acres more particularly shown and described on map
No. 10206 of the Danbury Land Records and is more particularly bounded and
described as follows:
Beginning at a point on the easterly highway line of Ye Old Road at the
southeasterly corner of the herein described parcel, thence running west S
78 DEG. 10'37" W a distance of 17.50' to a point;
Thence running N 13 DEG. 58'10" W a distance of 144.99' to a point;
Thence running N 15 DEG. 22'00" W a distance of 57.18' to a point;
Thence running N 15 DEG. 37'24" W a distance of 144.37' to a point;
Thence running N 15 DEG. 0l'25" W a distance of 75.46' to a point;
Thence running N 16 DEG. 49'37' W a distance of 152.31' to a point;
Thence running N 16 DEG. 28'35" W a distance of 222.57' to a point;
Thence running N l9 DEG. 57'59" W a distance of 35.75' to a point;
Thence running N 17 DEG. 28'32" W a distance of 231.51' to a point; the last
eight courses running along land now or formerly of Wooster School Corp;
Thence running N 73 DEG. 03'06" E a distance of 18.95' to a point; which
point marks the northeasterly corner of the herein described parcel;
Thence running S 16 DEG. 56'54" E a distance of 234.849' to a point;
Thence running S 23 DEG. 48'32" E a distance of 32.66' to a point;
Thence running S 16 DEG. 19'21" E a distance of 186.64' to a point;
Thence running S 15 DEG. 44'38" E a distance of 264.38' to a point;
Thence running S 16 DEG. 35'03" E a distance of 201.38' to a point;
Thence running S 13 DEG. 35'48" E a distance of 109.08 to a point;
Thence running S 11 DEG. 49'23" E a distance of 36.98' to the point and place
of beginning; which last six courses are along Parcel 1 described herein.
EXHIBIT B
MACHINERY AND EQUIPMENT
All fixtures, machinery, apparatus, equipment, fittings and appliances of every
kind and nature whatsoever now or hereafter affixed or attached to or installed
in any of the Premises (except as hereafter provided), including all electrical,
anti-pollution, heating, lighting (including hanging fluorescent lighting),
incinerating, power, air cooling, air conditioning, humidification, sprinkling,
plumbing, lifting, cleaning, fire prevention, fire extinguishing and ventilating
systems, devices and machinery and all engines, pipes, pumps, tanks (including
exchange tanks and fuel storage tanks), motors, conduits, ducts, steam
circulation coils, blowers, steam lines, compressors, oil burners, boilers,
doors, windows, loading platforms, lavatory facilities, stairwells, fencing
(including cyclone fencing), passenger and freight elevators, overhead cranes
and garage units, together with all additions thereto, substitutions therefor
and replacements thereof required or permitted by that certain Lease Agreement
of even date hereof between Purchaser, as landlord, and Seller, as tenant, but
excluding all trade fixtures and all personal property, including without
limitation all machinery, office, manufacturing and warehouse equipment and
furniture used in connection with the operation of Seller's business and which
are not necessary to the operation of the buildings which constitute part of the
Premises.