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Accentia Biopharmaceuticals Inc – ‘10-K’ for 9/30/11 – ‘EX-10.60’

On:  Monday, 12/19/11, at 5:15pm ET   ·   For:  9/30/11   ·   Accession #:  1193125-11-345824   ·   File #:  0-51383

Previous ‘10-K’:  ‘10-K’ on 12/14/10 for 9/30/10   ·   Next & Latest:  ‘10-K’ on 12/26/12 for 9/30/12   ·   2 References:   By:  SEC – ‘UPLOAD’ on 3/14/12 By:  SEC – ‘UPLOAD’ on 3/7/12 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/19/11  Accentia Biopharmaceuticals Inc   10-K        9/30/11   53:7M                                     Donnelley … Solutions/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.37M 
 2: EX-10.57    Royalty Termination Agreement                       HTML     26K 
 3: EX-10.58    Class 4 Plan Promissory Note                        HTML     33K 
 4: EX-10.59    Stock Pledge Agreement                              HTML     68K 
 5: EX-10.60    Asset Purchase Agreement                            HTML    314K 
 6: EX-10.61    Agreement                                           HTML     30K 
 7: EX-10.62    Loan Security Termination Agreement                 HTML     37K 
 8: EX-10.63    Loan Prepayment, Modification and Security          HTML     40K 
                Termination Agreement                                            
 9: EX-10.64    Amended and Restated Secured Term Note              HTML     58K 
10: EX-10.65    Amended and Restated Secured Term Note              HTML     58K 
11: EX-10.66    Amended and Restated Secured Term Note              HTML     58K 
12: EX-10.67    Amended and Restated Secured Term Note              HTML     58K 
13: EX-21       Subsidiaries of Accentia                            HTML     14K 
14: EX-31.1     Certification -- §302 - SOA'02                      HTML     22K 
15: EX-31.2     Certification -- §302 - SOA'02                      HTML     22K 
16: EX-32.1     Certification -- §906 - SOA'02                      HTML     16K 
17: EX-32.2     Certification -- §906 - SOA'02                      HTML     16K 
36: R1          Document And Entity Information                     HTML     45K 
29: R2          Consolidated Balance Sheets                         HTML    182K 
34: R3          Consolidated Balance Sheets (Parenthetical)         HTML     49K 
38: R4          Consolidated Statements Of Operations               HTML    129K 
49: R5          Consolidated Statements Of Stockholders' Deficit    HTML    123K 
30: R6          Consolidated Statements Of Cash Flows               HTML    216K 
33: R7          Company Overview And Summary Of Significant         HTML     84K 
                Accounting Policies                                              
27: R8          Liquidity And Management's Plans                    HTML    103K 
25: R9          Discontinued Operations                             HTML     52K 
50: R10         Inventories                                         HTML     25K 
40: R11         Unbilled Receivables And Unearned Revenues          HTML     32K 
39: R12         Intangible Assets                                   HTML     39K 
44: R13         Furniture, Equipment And Leasehold Improvements     HTML     31K 
45: R14         Reserve For Unresolved Claims                       HTML     18K 
43: R15         Note Payable                                        HTML     18K 
46: R16         Convertible Long-Term Debt                          HTML     98K 
35: R17         Other Long-Term Debt                                HTML     73K 
37: R18         Derivative Liabilities                              HTML     65K 
42: R19         Related Party Transactions                          HTML     51K 
53: R20         Liabilities Subject To Compromise                   HTML     35K 
47: R21         Income Taxes                                        HTML     55K 
31: R22         Stockholders' Equity                                HTML     98K 
41: R23         Employee Benefit Plan                               HTML     21K 
32: R24         Commitments And Contingencies                       HTML     59K 
24: R25         Variable Interest Entities                          HTML     27K 
48: R26         Pro Forma Results                                   HTML     21K 
51: R27         Subsequent Events                                   HTML     32K 
52: XML         IDEA XML File -- Filing Summary                      XML     56K 
26: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS    698K 
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Exhibit 10.60

ASSET PURCHASE AGREEMENT

RELATING TO THE ASSETS OF ANALYTICA INTERNATIONAL, INC.

Among

(the Company or Seller)

And

(LA-SER)

And

(Newcorp) (see Section 9.13)

(LA-SER and Newcorp, jointly known as Purchaser)

And

(Parent Company)

STRICTLY CONFIDENTIAL

Dated 31^st of October 2011

TABLE OF CONTENTS

STRICTLY CONFIDENTIAL

STRICTLY CONFIDENTIAL

STRICTLY CONFIDENTIAL

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the “Agreement”) is made on the 31^st day of October 2011 by and amongst:

Luxembourg L1724 LUXEMBOURG, registered in Registre de Commerce et des Sociétés Luxembourg under number B 147663, duly represented by Mr. André Haik in its capacity as co-gérant (the “LA-SER”),

(The Company and the Purchaser, being hereafter referred collectively to as the “Parties” and individually to as a “Party”.)

WITNESSETH

WHEREAS, the Company desires to sell to the Purchaser and the Purchaser desires to acquire from the Company the assets described on Schedule 1 (the “Assets”) of Analytica International Inc., a corporation organized under the laws of the state of Florida, with a principal place of business at 24 W. 40^th Street, 8^th Floor, New York, NY.

WHEREAS, the Company is engaged in the development and the provision of healthcare consulting services (the “Business”).

WHEREAS, the Seller is one hundred percent (100%) owned by the Parent Company and the Parent Company is a party to this Agreement for purposes of Sections 2.2(d), 3.2a(x), 3.2a(xi), 5.1(b), 5.2, 5.3, 5.14, 7.3, 7.4, 8.1, 8.2, 8.3, 8.4, 8.6, and Article IX (all) only.

WHEREAS, the Assets are subject to Liens (the “Prior Liens”) held by Laurus Master Fund, Ltd (in liquidation), PSource Structured Debt Limited, Valens Offshore SPV I, Ltd., Valens Offshore SPV II, Corp., Valens U.S. SPV I, LLC, LV Administrative Services, Inc. and/or one or more of their Affiliates, representatives or agents (collectively, “Laurus/Valens”) granted by the Company and the Parent Company which Prior Liens and Claims are to be terminated and released effective as of the Closing, executed by LV Administrative Services, Inc., as agent for Laurus/Valens agreeing to release the Assets from all the Prior Liens upon the receipt of four million dollars (USD $4,000,000) at the Closing (including authorization to file all necessary UCC-3 Termination Statements to terminate all Prior Liens held by Laurus/Valens against the Assets).

NOW, THEREFORE, in consideration of the mutual covenants, representations and warranties herein contained, and subject to and on the terms and conditions herein set forth, the Parties hereto agree as follows:

In this Agreement and in the Schedules hereto, the capitalized terms set forth hereafter shall have the meanings given to them herein. Other terms defined elsewhere in this Agreement shall have such meaning throughout this Agreement and in the Schedules hereto.

“Accounts Payable” means payables or obligations for which the Company has received an invoice at or open prior to Closing according to Applicable Accounting Principles.

“Applicable Accounting Principles” means the U.S. Generally Accepted Accounting Principles (“GAAP”) as consistently applied by the Company in the preparation of the Financial Statements.

“Affiliate” when used with reference to a specified Person, means any Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the specified Person; for such purposes, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Approval” means any authorization, consent, order, permit, license, waiver, approval or similar action of any Governmental Authority or any other Person.

“Articles of Association” means, with respect to the Company, the Articles of Incorporation and by-laws, and any similar organizational documents under applicable Laws, and with respect to the Purchaser any similar organizational documents under applicable Laws.

“Assets” means the assets of the Company as listed on Schedule 1 hereto.

“Bankruptcy Court” means the United States Bankruptcy Court for the Middle District of Florida, Tampa Division.

“Business” has the meaning set forth in the recitals above.

“Business Day” means any day other than Saturday, a Sunday or a day when commercial banks in the U.S.A. are authorized or required by Law to be closed.

“CERCLA” shall mean the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

“Chapter 11 Proceedings” means the jointly administered proceedings before the Bankruptcy Court titled In re: Accentia Biopharmaceuticals, Inc. (Case No. 8:08-bk-17795-KRM), Analytica International, Inc. (Case No. 8:08-bk-17798-KRM), TEAMM Pharmaceuticals, Inc. (Case No. 8:08-bk-17800-KRM), AccentRx, Inc. (Case No. 8:08-bk-17801-KRM), Accentia Specialty Pharmacy, Inc. (Case No. 8:08-bk-17802-KRM), Debtors.

“Claim” means any claim, demand, assessment, and any action or proceeding at law or in equity (where applicable), and any judgment, whether civil, criminal, administrative or investigative.

“Closing” has the meaning set forth in Section 3.1. below.

“Closing Date” has the meaning set forth in Section 3.1 below.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Company” means Analytica International Inc., details of which are set out in Schedule 5.

“Consideration” means the sum of the Upfront Purchase Price and the Earnout, if any.

“Contract” means any contract, commitment, order, license, note, loan, bond, mortgage, indenture, lease or other legally binding instrument or arrangement, in each case whether oral or written; provided that the term “Contract” does not include Permits and Employee Plans.

“Damages” shall mean any actual and direct monetary damages, losses, liabilities, fines, penalties, costs, or expenses including reasonable attorney/lawyers’ fees, suffered by the Purchaser.

“Earnout” has the meaning set forth in Schedule 3 and in Section 2.2(c) below.

“EBIT” means the earnings of Newcorp before interest and taxes and net finance expenses.

“EBITDA” means the net income of Newcorp before interest, taxes, depreciation and amortization.

“Employee Plan” means any employee benefit plan, arrangement or policy, including any collective bargaining agreement, pension, profit sharing, incentive compensation, bonus, health, life insurance, holiday pay, disability, sick pay, workers compensation, unemployment, severance pay, employee loan, educational assistance plan, policy or arrangement, which is sponsored, maintained or contributed to by the Company and under which any current of former employees of the Company are covered or receive benefits, as such exist in any applicable jurisdiction.

“Employment Contract” means any employment, retention, severance, indemnification, consulting, expatriate or supplemental pension contract, or other employment-related Contract, between the Company and an individual.

“Entity” means any corporation, partnership (whether general or limited), limited liability company, joint venture, trust, unincorporated organization, other form of business or legal entity or Governmental Authority.

“Environmental Law” shall mean any federal, state or local law, statute, rule, order, directive, judgment, permit or regulation or the common law relating to the environment, occupational health and safety, or exposure of persons or property to Materials of Environmental Concern, including any statute, regulation, administrative decision or order pertaining to: (a) the presence of or the treatment, storage, disposal, generation, transportation, handling, distribution, manufacture, processing, use, import, export, labeling, recycling, registration, investigation or remediation of Materials of Environmental Concern or documentation related to the foregoing; (b) air, water and noise pollution; (c) groundwater and soil contamination; (d) the release, threatened release, or accidental release into the environment, the workplace or other areas of Materials of Environmental Concern, including emissions, discharges, injections, spills, escapes or dumping of Materials of Environmental Concern; (e) transfer of interests in or control of real property which may be contaminated; (f) community or worker right-to-know disclosures with respect to Materials of Environmental Concern; (g) the protection of wild life, marine life and wetlands, and endangered and threatened species; (h) storage tanks, vessels, containers, abandoned or discarded barrels and other closed receptacles; and (i) health and safety of employees and other persons. As used above, the term “release” shall have the meaning set forth in CERCLA.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor law, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means any Person who is, or at any time was, a member of a controlled group (within the meaning of section 412(n)(6) of the Code) that includes, or at any time included, the Company or any predecessor of the Company.

“Excluded Assets” means those assets identified in Schedule 1(a).

“Financial Statements” has the meaning set forth in Section 5.3 below.

“Governmental Authority” means (i) any governmental or quasi-governmental authority, including any country, and any local, municipal, state, federal or other governmental body, or other political subdivision, thereof, (ii) the European Union and (iii) any agency, board, bureau, court, commission, department, instrumentality or administration of any of the foregoing.

“Indebtedness” has the meaning set forth in Section 2.2 below.

“Insolvency Related Procedure” means with respect to any Person, any procedure related to insolvency including without limitation, a voluntary proceeding seeking relief with respect to such Person or such Person’s debts under any bankruptcy, insolvency or other similar law, or seeking appointment of a trustee, receiver, liquidator or other similar official for such Person or any substantial part of such Person’s assets; or such Person’s consent to any of the foregoing in an involuntary proceeding against such Person; or such Person shall generally not be paying debts as they become due or admit in writing such Person’s inability to do so; or an assignment for the benefit of, or the offering to or entering into by such Person of any composition, extension, reorganization or other agreement or arrangement with, such Person’s creditors.

“Law” or “Laws” means all applicable legislation, statutes, directives, regulations, judgments, decisions, decrees, orders, instruments, by-laws and other legislative measures or decisions having the force of law, treaties, conventions and other agreements between states, or between states and supranational bodies, as well as administrative practices of any government, governmental department, agency or regulatory body, rules of common law, customary law and equity and all civil and other codes and all other laws of, or having effect in, any jurisdiction from time to time and whether before or after the date of this Agreement where the Company does business or which apply to the Company.

“Liability” means, as to any Person, any liability, covenant or obligation of such Person of any nature whatsoever, whether direct or indirect, absolute or contingent, matured or unmatured, known or unknown, and whether or not reflected, or required by Applicable Generally Accepted Accounting principles to be reflected, in such Person’s balance sheets or other accounting records.

“Liens” means any lien, privilege, mortgage, pledge, third-party claim or right, voting trust, voting agreement, negative covenant, encumbrance, charge, restriction of use or transfer, defect of title, easement or security interest of any kind or nature.

“Materials of Environmental Concern” shall mean any: pollutants, contaminants or hazardous substances (as such terms are defined under CERCLA), pesticides (as such term is defined under the Federal Insecticide, Fungicide and Rodenticide Act), solid wastes and hazardous wastes (as such terms are defined under the Resource Conservation and Recovery Act), chemicals, other hazardous, radioactive or toxic materials, oil, petroleum and petroleum products (and fractions thereof), or any other material (or article containing such material) listed or subject to regulation under any Law, permit, or directive due to its potential, directly or indirectly, to harm the environment or the health of humans or other living beings.

“Net Cash” has the meaning set forth in Schedule 2.

“Newcorp” means                      incorporated under the laws of the State of                      by LA-SER to purchase the assets under this Agreement (see Section 9.13).

“Observational Studies” (or “Pharmacoepidemiology”) are usually: Patients registries, patients cohorts, case-control studies (and all case-based studies: case-cohort, case-cross over, nested case-control studies, case-time series), surveys and assessment of the incidence, prevalence, severity (including quality of life) and burden of diseases.

“Ordinary Course of Business” means, with respect to the Company, actions taken in the ordinary course of business consistent with past practices of the Company in relation to the Business.

“Parent Company” means Accentia Biopharmaceuticals Inc.

“Permits” means all permits, licenses, certifications, franchises, approvals and authorizations issued or granted by Governmental Authorities.

“Person” means any third party, individual or Entity.

“Retained Liabilities” means any and all Liabilities or obligations (whether known or unknown, absolute or contingent, liquidated or unliquidated, due or to become due and accrued or unaccrued, and whether claims with respect thereto are asserted before or after the Closing) of the Seller which are not Assumed Liabilities. The Retained Liabilities shall include all Liabilities and obligations of the Seller (other than Assumed Liabilities):

(a) for income, transfer, sales, use or other Tax arising in connection with the consummation of the transactions contemplated by this Agreement (including any income due by the Company (but not the Purchaser) for Taxes arising as a result of the transfer by the Seller to the Purchaser of the Assets);

(b) for (i) any Tax of the Seller, (ii) any Taxes related to the Assets that were incurred in or are attributable to any taxable period (or portion thereof) ending on or before the Closing Date, and (iii) any Tax of another Person for which the Seller is liable, including, but not limited to Tax for which the Seller is liable by reason of Treasury Regulations Section 1.1502-6 (or any comparable or similar provision of federal, state, local or foreign Law), being a transferee or successor, any contractual obligation or otherwise;

(c) under any agreements, contracts, leases or licenses which are not assigned to Purchaser under this Agreement and all agreements assigned to Purchaser with regard to work performed prior to the Closing;

(d) relating to any Excluded Asset;

(e) for any indebtedness of the Seller which is not an Assumed Liability, including any bank indebtedness, any indebtedness evidenced by promissory notes issued in respect of obligations owed to any Person employed by, or engaged as an independent contractor to, the Company and working capital lines of credit and all principal, interest, fees and other amounts payable with respect thereto;

(f) accruing or relating to the period prior to the Closing under the Contracts;

(g) arising out of the Seller’s operation or conduct of its Business or the sale of any product or performance of any service prior to the Closing (i.e., the product or service has been delivered or invoiced to the customer prior to Closing), including any customer or warranty claims arising out of any such product or service (whether such claims arise before or after the Closing) which cannot be fulfilled or satisfied by providing a product or service by Newcorp provided that the normal cost of such service shall be paid by Seller to Purchaser if the service was represented by Seller to have been performed prior to Closing;

(h) arising out of events, conduct or conditions existing or occurring prior to the Closing that (i) constitute a violation of or non-compliance with any Law or any Permit or (ii) give rise to any liability under Environmental Law;

(i) payroll obligations accrued and unpaid as of the Closing and, except as provided in Section 7.4(d) and except for accrued and unused (or unpaid) vacation, sick leave and other paid time off as of the Closing that will be handled by Purchaser or provided herein;

(j) all expenses and obligations of Seller incurred before the Closing included within the definition of Assumed Liabilities in Section 2.1(d);

(k) all compensation expenses to employees and consultants shall be prorated through the Closing and Seller shall be obligated for those compensation expenses due through the Closing. Notwithstanding the foregoing, all employees hired by Purchaser at Closing will be treated on a going concern basis meaning that accrued sick leave and vacation shall be assumed by Purchaser. As of September 30, 2011, Seller has the following accrued obligations to employees relating to vacation entitlements: (i) management consisting of Roman Casciano and Lee Stern based in New York is deemed to be zero as the Company will satisfy all vacation obligations through Closing with Roman Casciano and Lee Stern; (ii) other employees based in New York have $25,741.75 in accrued vacation entitlements; and (iii) all employees based in Germany have $42,363.73 in accrued vacation entitlements; and (iv) all employees based in Germany have $21,807.60 in accrued overtime entitlements. At Closing, the Company shall pay to Purchaser a cash payment equal to 50% of the aggregated accrued liabilities under (ii) and (iii) and 100% of the accrued liabilities under (iv) prorated through the date of Closing. All employee taxes accrued through Closing shall be a Retained Liability;

(l) as of the Closing, no employee of Seller will be entitled to any bonus and employee stock options will be appropriately handled under the relevant Benefit Plan and employees participating in the Company’s 401k Plans will be treated in a compliant manner;

(m) to indemnify any Person by reason of the fact that such Person was a director, manager, officer, employee, or agent of the Seller or was serving at the request of the Seller as a partner, trustee, director, manager, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any Law, charter document, bylaw, agreement, or otherwise);

(n) injury to or death of persons or damage to or destruction of property occurring prior to the Closing (including any workers compensation claim);

(o) all employee health, insurance plans and benefits in place at the signing of this Agreement will be retained and paid for by Seller through Closing. For clarification, following the Closing, Purchaser shall provide health insurance for any employee hired by Purchaser;

(p) to any Person claiming or asserting any right to any of the Upfront Purchase Price, or any other amounts payable to Seller hereunder, or any right to vote, approve, dissent or other similar right with respect to the transactions contemplated in this Agreement;

(q) any infringement, violation or misappropriation of intellectual property rights of any Person prior to the Closing; and

(r) relating in any way to the pending Chapter 11 Proceedings.

“Shared Resources” has the meaning set forth in Section 5.14(b).

“Subsidiaries” of a Person means an Entity, fifty percent (50%) or more of whose equity interests are held by such Person.

“Tax” means all direct and indirect taxes, assessments, duties, fees, levies or similar charges of any kind, including all income, profit, excise, property, use, value added, intangibles, sales, payroll, employment, business withholdings and other taxes (including social security contributions), imposed by any Governmental Authority in the jurisdiction of the relevant company and including all interest, surcharges, fines and penalties imposed with respect to such amounts.

“Tax Return” means any return, report, form or other information filed with any Governmental Authority with respect to Taxes.

“Upfront Purchase Price” has the meaning set forth in Section 2.2(a) below.

“Working Capital” means the amount equal to the difference between current assets and current liabilities of the Company.

In this Agreement:

Any item provided in a Schedule shall be deemed to be provided for all Schedules to this Agreement.

Subject to the terms and conditions set forth in this Agreement, the upfront purchase price payable by the Purchaser to the Company for the Assets (the “Upfront Purchase Price”) is four million dollars (USD $4,000,000).

It is acknowledged by the Parties that the Upfront Purchase Price as mentioned above is agreed upon on the basis that:

For the sake of clarity, it is expressly agreed and acknowledged by the Parties that the Company will not be entitled to ask for the reimbursement of all or part of the Indebtedness it will therefore have paid, since such payments have been taken into account in the Consideration agreed between the Parties for the completion of the transaction.

The Upfront Purchase Price shall be paid by Purchaser at Closing by wire transfer to LV Administrative Services, Inc. as agent for Laurus/Valens pursuant to the wire transfer instructions attached as Schedule 2.2(b). The Upfront Purchase Price shall be allocated among the Assets by agreement of Purchaser and Seller.

In addition to the Upfront Purchase Price, Purchaser shall pay to the Company additional consideration at the dates and in accordance with the terms set forth in Schedule 3 (the amounts which could be paid pursuant to this clause and in accordance with Schedule 3 shall be referred to as the “Earnout”). In any case, if an Earnout is due, it will not exceed six million dollars (USD $6,000,000) and shall be allocated, if any, to the Seller as indicated in Schedule 3.

At Closing, the Company shall retain the Net Cash as calculated in accordance with Schedule 2 attached hereto. It is agreed that, in the event where, after Closing, the Purchaser discovers (i) that part of the Indebtedness has not been paid by the Seller as it should have been which was fully paid by Purchaser or (ii) that the Net Cash retained by the Company has been in excess compared to what should have been retained in accordance with Schedule 2, or (iii) the calculation of Net Cash results in a negative number, then a corresponding amount (with respect to (iii) such amount expressed as a positive number) will be automatically deducted from the Earnout #1 as defined in Schedule 3 and, if the Earnout due is not sufficient to cause such amount, shall be reimbursed jointly and severally by the Company and the Parent Company.

The sale and purchase of the Assets (the “Closing”) will take place at one of the offices of the Company at 10:00 a.m. local time on the fifth Business Day following the satisfaction of the conditions precedent set forth in Article IV of this Agreement and in any case no later than December 31, 2011. The date of the Closing is referred to as the “Closing Date”

The obligations of Purchaser to purchase the Assets at Closing are subject to the satisfaction at or prior to Closing of each of the following conditions (unless satisfaction of any such condition is expressly waived by the Purchaser in writing):

The obligations of the Company to sell the Assets at Closing are subject to the satisfaction at or prior to the Closing of each of the following conditions (unless satisfaction of such condition is expressly waived by the Company in writing):

The Parties shall have obtained an order approving and authorizing the sale of Assets contemplated hereby, from the Bankruptcy Court that may be required in relation to the Chapter 11 Proceedings.

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND PARENT COMPANY (Parent Company representations and warranties are limited to Sections 5.1(b), 5.2, 5.3 and 5.14 only and these identified representations and warranties are made jointly with the Company)

Except as mentioned expressly in this Agreement, each of the Seller and the Parent Company represents and warrants to the Purchaser as of the date hereof and at Closing as set forth in this Article V; Parent Company represents and warrants as to the items set forth in Sections 5.1(b), 5.2, 5.3 and 5.14 only.

At all times since the Company’s formation, the entire authorized capital stock of the Company has consisted of One Hundred (100) shares of common stock, $1.00 par value per share, of which only the One Hundred (100) Shares are issued and outstanding.

The Shares are owned of record and beneficially by the Parent Company, have been duly authorized, validly issued, are fully paid and non-assessable and have not been issued in violation of any pre-emptive, first refusal or similar rights nor redeemed. There is no option, warrant, right, commitment, proxy, voting trust or other agreement of any nature whatsoever, fixed or contingent, that directly or indirectly (i) calls for the issuance, sale, pledge or other disposal of any shares of the capital stock of the Company, or any securities convertible into any shares of capital stock of the Company or (ii) relates to the voting or control of such shares of capital stock, securities or rights.

The Company does not currently hold any interest in any other Entity and has never held any such interest in any Entity other than Analytica International GmbH a/k/a IMOR GmbH.

All accounting books, records and other financial documents pertaining to the three (3) last tax years of the Company give a complete, true and fair view of the situation of the Company, its profits, losses and assets for the periods specified therein. The Financial Statements treat the allocation of percentage of work completed, intercompany and shared expenses and revenue and expenses recognition in a consistent manner consistent with Applicable Accounting Principles.

The Company has made available to the Purchaser copies of the unaudited financial statements for the Company, which are attached as Schedule 5.3, showing the financial results and position of the Company, as at and for the periods specified therein (hereafter the “Financial Statements”). The Financial Statements have been prepared in accordance with Applicable Accounting Principles in accordance with applicable standards. There have been no changes in the Applicable Accounting Principles applied by the Company for the tax year ended 30^th of September 2011, from the Applicable Accounting Principles applied by the Company during the previous tax year except for the ones stated in the Financial Statements.

As agreed by the Parties and pursuant to the undertaking of the Seller set forth in Section 2.2 above, the Assets shall be free of any debt or other Liability of any nature (whether financial or operational) at Closing.

All off-balance sheet liabilities of the Company (including without limitation any liability of the Company to its shareholder) have been set forth in and are duly mentioned with an explanation in the notes to the Financial Statements, and no additional off-balance sheet liability has been incurred, made or assumed by the Company since the date of the Financial Statements.

The Company has no Claims, Liabilities or indebtedness (whether asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, and due or to become due, including any liability for Taxes) which would be required to be reflected on the balance sheet in accordance with GAAP, other than Liabilities and obligations incurred in the regular course of business consistent with past practice after the date of the Financial Statements, none of which individually or in the aggregate would reasonably be expected to have a material adverse effect on the business, assets or prospects of the Company.

Since September 30, 2011, the date of the latest Financial Statements:

Other than Analytica International GmbH a/k/a IMOR GmbH, the Company has no direct or indirect Subsidiaries, does not own any direct or indirect equity interest in any other Entity and is not a partner or participant in any partnership or any joint venture with any third party.

The Company holds all Permits and consents necessary to conduct its business and all such Permits, and consents, are set forth in Schedule 5.4 hereto, are in full force and effect, and to the knowledge of Seller, no suspension or cancellation or any of them is threatened.

There is no action, suit, arbitration or other proceeding pending or threatened in writing against the Company and there are no circumstances likely to give rise to the same. The Company is not party to, or subject to or bound by, any order, injunction or decree of any Governmental Authority and there are, no circumstances likely to give rise to the same. The Company is a party to the Chapter 11 Proceedings in which there are ongoing proceedings involving resolution of Claims.

The Company has good title to all of the fixed assets that it owns (in such case as of Closing will be free and clear of any Liens) or uses in the conduct of the Business. Except for the properties and assets of others that are used by, or leased or licensed to the Company, the Company owns all of the assets that it currently uses in the conduct of the Business. The Company’s properties and assets are sufficient for the Company to operate the Business in the Ordinary Course of Business. The material fixed assets owned by the Company are being maintained in accordance with their usual practices and, considered as a whole, are in good working condition, normal or reasonable wear and tear excepted given their age and use.

Attached as Schedule 5.9 is a list of all written Contracts specifying which Contracts require consent in order for the Company to assign same at the Closing. Except for the written Contracts so identified on Schedule 5.9, no written Contract to which the Company is a party prohibits assignment by the Company or requires the consent of any third party thereof, or allows for its termination or modification by the other parties thereto as a result of an assignment by the Company. No payment by the Company is or will be due or may be claimed by any third party as a result of the sale of Assets (including the assignment of the Contracts) except under the agreement with Laurus/Valens or any written Contract identified in Schedule 5.9.

The representations and warranties set forth in this Article V are accurate, complete and sincere and fairly present the situation of the Company as of the date of the Agreement and as of the Closing. Taken as a whole, such representations and warranties do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements herein, in the light of the circumstances under which they were made, not misleading.

Except for the specific representations and warranties contained in this Article V, neither the Company nor the Parent Company make any other express or implied representation or warranty to the Purchaser with respect to the Assets, the Company or the Business.

The Purchaser represents and warrants to the Seller as provided in this Article VI that:

From the date of this Agreement up to the Closing, except as provided in or contemplated by this Agreement, the Company will carry on the Business in all material respects in the Ordinary Course of Business, to use all reasonable efforts consistent with past practices to keep available in all material respects the services of the Company’s present employees, and to preserve in all material respects their business relationships with customers and suppliers. In addition, subject to the above exceptions, the Company will not do any of the following:

For a period of five (5) years from the Closing (the “Non Competition Period”), the Company and the Parent Company each undertakes not to, and procures that its Subsidiaries and Affiliates will not:

During the Non-Competition Period, neither the Company nor the Parent Company will (and each will ensure that none of their respective Subsidiaries or Affiliates will) employ any of the employees or company representatives of the Company, in whatever capacity, even in connection with an activity which does not compete with that carried on by the Company as at this date and shall not, directly or indirectly, solicit any client or supplier of the Company. Company or Parent Company may engage senior managers of the Company assigned or transferred to Purchaser as a consultant on an “as available basis” with express permission from Purchaser.

Company acknowledges that the consideration for the undertakings contained in Article VII is included within the Consideration and as a result Company agrees not to challenge Purchaser in relation to such undertakings.

Company agrees not to disclose to any third party, nor use any information or knowledge (including any technical, commercial, financial or any other information) of which it was aware during the time period during which Seller owned the Assets. This prohibition does not apply to any information or knowledge that is in the public domain as at the date of this Agreement or to any information or knowledge that relates to any biotech product developed or being developed by the Company, Parent Company or any Subsidiary. This prohibition not to use any information or knowledge (but not the prohibition to disclose such information) shall terminate at the end of the Non-Competition Period.

The Purchaser, after the Closing, shall grant to the Company, at no additional consideration up to a maximum of six hundred thousand dollars (USD $600,000) worth of research services as requested by Company or Parent Company in accordance with the terms set forth in Schedule 4 (the “Research Services”). Purchaser, Company and Parent Company shall enter into a standard form of Client Confidentiality Agreement in connection with the Research Services.

It is agreed that for a period of up to twelve (12) months following the Closing, the Company and/or the Parent Company will continue (to the extent reasonably possible and requested) to provide to Purchaser all attributes of the Shared Resources as they are in existence as of the date of Closing with no additional consideration (except where the Company or Parent Company has expenses to third parties in connection with the Shared Resources in which event the third party expense will be fairly allocated between the Parties) with regard to the Assets and personnel of the Company and except where the Company or Parent Company is not able to provide such services such as health insurance.

The Parties acknowledge that Seller’s employees are subject to existing Confidentiality Agreements as listed on Schedule 7.4(c). Purchaser agrees that it will take no intentional action to cause any such employee to breach such employee’s obligation of confidentiality thereunder as it pertains to confidential information of the Parent Company and its majority-owned subsidiary, Biovest International, Inc.

Purchaser agrees to assume any existing liability of Seller to existing employees of Seller that are hired by Purchaser at Closing on account of accrued/unused vacation and/or sick leave which would otherwise become due and payable to such employees by Seller upon the termination of employment of such employees at the time of Closing, provided however, such assumption shall include only the obligation to afford such employees the opportunity to use such accrued/unused vacation and/or sick leave and shall not include any obligation to make cash payments to such employees resulting from such termination of employment by Seller.

Section 8.1. Indemnification by the Company and the Parent Company (Parent Company indemnification is limited to the specific representations and warranties applicable to Parent Company and for the identified representations and warranties, Parent Company and Company shall make the representations and warranties jointly)

All claims by the Purchaser shall be asserted and resolved as follows:

In the event where any event occurred, which could give rise to Damages for which the Company would be liable towards the Purchaser, the latter shall send to the Company and the Parent Company a written notice (a “Claim Notice”) specifying the factual basis of such claim and the amount or a good faith estimate amount of related Damages (which estimate shall not be conclusive of the final amount of such claim), all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which a right to be indemnified is claimed, and all supporting evidence in order for the indemnifying party to assess the merits of the claim and the computation or estimate of Damages.

For the purpose of this Article VIII any claim, demand or proceeding asserted or instituted by any Person other than the indemnified party (including by any Governmental Authority) is referred to as a “Third Party Claim” whereas all the other claims (which do not involve a Third Party Claim) shall be referred to as a “Direct Claim”.

The Purchaser shall send a Claim Notice:

In the case of a Direct Claim, with reasonable promptness in view of the circumstances but in no event later than thirty (30) Business Days after the Purchaser first becomes aware of the facts upon which the Direct Claim is based.

Failure to give notice within the above periods shall prevent the Purchaser from asking for or seeking indemnification from the Company or Parent Company for the corresponding Direct Claim or Third Party Claim.

In the event of a Direct Claim, the Company and Parent Company shall have sixty (60) Business Days following the receipt of the relevant Claim Notice to make such investigation of the underlying Claim as they consider necessary or desirable. If the relevant Parties agree upon the validity and amount of such Claim, the Company or Parent Company shall pay to the Purchaser, within fifteen (15) Business Days following the date of such agreement, the full agreed amount of such Claim. To the extent that any portion of the Claim is not disputed by the Company or Parent Company within the period of sixty (60) Business Days, such portion of the Claim shall be paid by the Company or Parent Company to the Purchaser, ultimately on the last day of the aforementioned period of sixty (60) Business Days. If the relevant Parties are unable to reach agreement or if the Company or Parent Company disputes its liability to the indemnified party in respect of the underlying Claim, the Purchaser shall have the right to commence legal proceedings against the Company and the Parent Company and the indemnification will be due on the date of a immediately executable decision of the competent court.

If a settlement offer is received, which the Company or Parent Company, but not the Purchaser, is willing to accept, the Purchaser may elect to continue the defence of such Third Party Claim at its own expense, in which case the liability of the Company, or Parent Company, as the case may be, shall be limited to the lesser of: (i) Damages calculated as if the Third Party Claim were settled in accordance with the proposed settlement offer; and (ii) the Damages actually suffered by the Purchaser taking into account the final determination of the Third Party Claim.

If a settlement offer is received, which the Purchaser, but not the Company or the Parent Company, is willing to accept, the Company or Parent Company, as the case may be, shall continue the defence of such Third Party Claim at their own costs and expenses. In such case, the liability of the Company and Parent Company shall not be limited by the settlement offer.

The Purchaser shall use its reasonable endeavours to mitigate any Damages resulting from any matters giving rise to a claim for indemnification under this Article VIII, including prosecuting diligently and in good faith any claim that it may have under any applicable insurance policy or similar arrangement prior to collecting indemnification payment under this Article VIII. Furthermore, in case a breach of any of the representations of the Company or Parent Company under Article V can be remedied by the Purchaser and it has not yet given rise to Damages, then the Purchaser undertakes to make all reasonable endeavours in order to take appropriate actions to remedy such breach if possible and to avoid any Damage to occur.

No amount shall become due and payable by the Company or Parent Company to the Purchaser in respect of any Third Party Claim unless and to the extent that the Purchaser has actually paid the relevant Damages to the relevant third party as a result of a immediately executable decision of a court of competent jurisdiction, a immediately executable decision of an arbitral tribunal or a binding settlement or other agreement among the relevant parties.

In the event of a Claim relating to Taxes and of a Damage required to be paid by any Governmental Authority, such Damage being not definitive, the Seller may delay to indemnify the Purchaser.

For the avoidance of doubt, all provisions of Section 8.2(f) are not in contradiction with Section 8.6 as all amounts claimed could be retained by the Purchaser on any subsequent payment including the Earnout. However, it will be finally settled when such amount becomes definitive.

Subject to the terms and conditions set forth in this Article VIII, all representations and warranties and the indemnification mechanism contained in this Agreement shall terminate on the date that is thirty-six (36) months after the Closing at midnight, New York City time. The provisions regarding time for Claims does not limit in any fashion the Company’s ability to assert claims under the Earnout attached as Schedule 3.

Any outstanding indemnification due by the Company with respect to any Damage or settlements of such action or Claim under this Article, which would not have been paid at the date on which whole or part of the Earnout would become due shall be deducted from the Earnout #2 in Schedule 3 referred to in Section 2.2(c).

Moreover, it is expressly agreed between the Parties that in the event where a claim (either Direct Claim or Third Party Claim as stated in Section 8.2(a) above) is pending at the date on which all or part of the Earnout becomes due, then an amount equal to the amount claimed by the Purchaser will be deducted from the Earnout #2 and retained by the Purchaser until the Claim is definitively settled.

All notices and other communications hereunder shall (except as may otherwise be expressly provided herein) be in writing and shall (except as may otherwise be expressly provided herein) be sent, delivered or mailed, addressed or faxed:

LA-SER Alpha Group Sarl

43 Boulevard du Prince Henri

Luxembourg L1724

Luxembourg

Att: Mr. André Haik

Analytica International, Inc to: Attn: Director of Legal Affairs]

324 South Hyde Park Avenue, Suite 350

Tampa, FL 33606

Fax#: 813-258-6912

with a copy to:

Accentia Biopharmaceuticals, Inc. to: Attn: Chief Financial Officer

324 South Hyde Park Avenue, Suite 350

Tampa, FL 33606

Fax#: 813-258-6912

Each such notice or other communication shall (except as may otherwise be expressly provided herein) be given (i) by hand delivery, (ii) by internationally recognized courier service or (iii) by fax, receipt confirmed. Each such notice or communication shall be effective (x) if delivered by hand or by internationally recognized courier service, when delivered at the address specified in this Section 9.1 and (y) if given by fax, when such fax is transmitted to the fax number specified in this Section 9.1 and confirmation is received. Any notice or communication which is received after 6 p.m. (local time in the place of receipt) on a Business Day or on any day which is not a Business Day shall be deemed received only at 9 a.m. (local time in the place of receipt) on the next Business Day. Either Party may modify from time to time its address or fax information set forth above in this Section 9.1 by notice to such effect to the other Party in accordance with this Section 9.1.

If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other Persons or circumstances.

This Agreement and the confidentiality agreement signed between the Parties on January 15^th 2011 constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and are not intended to confer upon any Person other than the Parties hereto and their successors and permitted assigns any rights or remedies hereunder.

This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, U.S.A. without regard to conflict of laws principles.

It is expressly agreed between the Parties that, in the event the Parties do not mutually resolve any claim, disagreement or dispute under the Agreement, then the claim, disagreement or dispute, including matters relating to or affecting this Agreement, will be exclusively and finally determined in accordance with the provisions of the American Arbitration Association. The Parties hereby irrevocably appoint the American Arbitration Association for the purpose of exclusively resolving through adversarial dispute resolution any disagreement or dispute arising out of or relating to this Agreement. Either the Company or the Parent Company or the Purchaser may by written notice demand that any such disagreement or dispute be resolved by arbitration (the “Arbitration”) administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and each Party hereby consents to any such disputes being so resolved. The Parties agree that the venue of any such Arbitration shall be New York, New York (USA). The judgment on the award rendered in any such Arbitration may be entered in any court of competent jurisdiction, including internationally. The judgment made by the American Arbitration Association shall not, except as otherwise provided by applicable law, be subject to judicial review and will then be binding upon all Parties. Each party shall bear their own expense associated with such Arbitration, provided, however that the fees and expenses of the American Arbitration Association shall be shared equally by the Company and the Purchaser.

It is agreed that except as required by law or by court order, there shall be no disclosure of any information concerning any provision of this Agreement without the prior consent of Purchaser. The form and the contents of any disclosure should be subject to the prior approval in writing of Purchaser and/or the Company.

The Purchaser will be entitled to make any press release relating to the transaction contemplated herein as from the date of this Agreement. However, each of the Parties hereto shall keep secret and confidential any and all confidential information received from the other parties, whenever obtained, and shall not disclose any part thereof to any third party, nor shall it use this information for its own purposes without the prior written consent of the respective other parties.

Neither this Agreement nor any of the rights or interests hereunder may be assigned by either Party hereto without the prior written consent of the other party, and any assignment or purported assignment in violation of this sentence shall be void and of no force or effect. This Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. Notwithstanding the foregoing, the Company acknowledges and agrees that once the Earnout Period and Earnout obligation has been satisfied Purchaser may assign:

Unless expressly provided otherwise in this Agreement, each of the Parties shall bear its own costs, charges and other expenses (including inter alia its legal, accountancy and other costs, charges and expenses) connected with the negotiation, preparation and performance of this Agreement.

This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. The parties agree that facsimile and .pdf signatures shall have the same force and effect as original signatures and agree to exchange original signature pages by overnight delivery following exchange of facsimile and .pdf signatures.

The Parties hereto are sophisticated and have been represented by attorneys throughout the transactions contemplated hereby who have carefully negotiated the provisions hereof. As a consequence, the parties do not intend that the presumptions of laws or rules relating to the interpretation of contracts against the drafter of any particular clause should be applied to this Agreement or any agreement or instrument executed in connection herewith, and therefore waive their effects.

On the date hereof, Newcorp has not been formally organized and the parties to the Agreement are LA-SER, the Company and the Parent Company. Purchaser will formally organize Newcorp as either a direct or indirect subsidiary of Purchaser before the Closing and Newcorp will execute this Agreement thereby becoming a party to and bound by this Agreement.

IN WITNESS WHEREOF, the Seller and the Purchaser and the Parent Company have caused this Agreement to be signed in two or more original counterparts as of the date first written above.

ASSET PURCHASE AGREEMENT

Between the Seller and the Purchaser, relating to the sale and purchase of the shares of Analytica International Inc.

Dated: 31 October 2011

Signature Page

Schedule 1

Assets Listing

Office Subleases, together with consents of the landlord:

Tangible Assets:

All tangible assets of the Company including but not limited to all tangible assets that are owned and located at 24 West 40^th Street, 8^th Floor, New York, NY 10018; 324 South Hyde Park Avenue, Suite 350, Tampa, FL 33606; and Meeraner Platz 1, D – 79539 Lorrach, Germany. Tangible assets include but are not limited to office furniture including desks, chairs, filing cabinets, computer hardware and software including laptops, servers

Intellectual Property: All intellectual property owned by the Company including but not limited to names, trade names, logos, know-how and methods.

Customers: All customer relationships, customer lists, customer files and customer records

Business Systems: All business, process, manuals and plans of the Company

Contracts: All contracts (where consents are required, including executed consents) of the Company except contracts that are Excluded Assets

Goodwill: All goodwill and business activities of the Company

Work-in-Process: All rights to work performed but not billed at Closing and client deposits or pre-payments not earned at Closing

Licenses: All licenses such as software licenses, including but not limited to Olympic software license and Great Plains software license

Miscellaneous: Telephone numbers, fax numbers, website domains, and names

All Inclusive: All assets of the Company not described above, including tangible, intangible and financial, with the exception only of Excluded Assets listed in Schedule 1(a) and Net Cash as defined in Schedule 2.

Schedule 1(a) - Excluded Assets

Schedule 2

Net Cash Calculation

The “Net Cash” is: (i) Cash on hand, deposits (for leases, equipment, utilities, services and similar items including cash deposits, cash equivalent deposits and assets pledged security) and accounts receivable (where the account receivable has been billed, the work performed and the amount of the account receivable has been fully earned at Closing. Net Cash is an asset of the Company that will not be sold or transferred to Purchaser at the Closing.

For the sake of clarity, work in-process, work performed but not billed at Closing and client deposits or pre-payments not earned at Closing are not part of Net Cash and will be transferred and sold to Purchaser at the Closing. The Net Cash will remain an asset of the Company and will not be sold to the Purchaser at Closing.

Schedule 3

Earnout

Section 1: Earnout Payment

The Purchaser hereby agrees to pay to the Company a maximum Earnout consideration of six million dollars (USD $6,000,000) in accordance with the following:

or, at the election of the Company:

The Earnout #2, to the extent earned, will be paid ten [10] Business Days after the 31^st of March 2013 or 2014 depending on the election of the Company for calculation under Earnout #2(a) or Earnout #2(b) above.

If the Company is not paid an aggregate Earnout of one million five hundred thousand dollars (USD $1,500,000) under Earnout #1, then the Earnout #2 Cap will be increased by an amount equal to the unpaid portion of Earnout #1 (i.e., the difference between one million five hundred thousand dollars (USD $1,500,000) and the amount of Earnout #1 that was actually paid by Purchaser to the Company) which will have the effect of increasing the Maximum Earnout #2 Payment. For clarification, the maximum aggregate Earnout amount possible under a combination of Earnout #1 and Earnout #2 is six million dollars (USD $6,000,000).

Section 2: Calculation of Earnout

For the purpose hereof, it is expressly agreed between the Parties that the Earnout will be calculated on the basis of the following:

Section 3 Perimeter

The Perimeter of the business operations of Newcorp are set forth below:

Projects actually conducted by the Newcorp Teams may be either outside of or inside the Perimeter and in such case revenue allocation shall be determined as describe in Section 2 above and employees may work within or without the Perimeter (in such case under conditions described in Section 2 above).

Section 4 Reports

The Purchaser shall provide to the Company reports of revenue, backlog and other financial performance information on a quarterly basis during the Earnout calculation period to allow Seller to monitor progress and to make appropriate accounting and budgeting assumptions for Seller’s internal purposes.

Schedule 4

Research Services

A credit for a maximum of six hundred thousand dollars (USD $600,000) worth of research services will be granted by the Purchaser to the Company (to be used by the Company or the Parent Company) over a period of three (3) years starting from the Closing (the “Credit Period”). The value of the Research Services will be calculated at normal Purchaser rates charged to third parties. Any portion of the credit not utilized by the Company or Parent Company at the time Earnout #2 becomes due could be either cancelled (and consequently not deducted from Earnout #2) or extended up to the end of the Credit Period (in that case the portion not utilized will be deducted from Earnout #2). After the expiration of the Credit Period, any portion of the credit not utilized by the Company or the Parent Company shall expire and be of no further force of effect, with no increase in any amounts due from Purchaser to the Company.

SCHEDULES*

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
		3/31/14
		3/31/13		NT 10-Q
		6/30/12		10-Q
		3/31/12		10-Q
		12/31/11		10-Q
Filed on:		12/19/11
For Period end:		9/30/11
		11/17/10		8-K
				List all Filings

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2 Subsequent Filings that Reference this Filing

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/14/12 SEC UPLOAD¶ 10/20/17 1:47K Accentia Biopharmaceuticals Inc. 3/07/12 SEC UPLOAD¶ 10/20/17 1:58K Accentia Biopharmaceuticals Inc.

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