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Exhibit 99.2
PURCHASE AGREEMENT
This AGREEMENT, dated as of this 16th day of July, 1998, by and between
LABORATORY CORPORATION OF AMERICA HOLDINGS, a Delaware corporation ("Purchaser"
or "LabCorp") and UNIVERSAL STANDARD HEALTHCARE, INC., a Michigan corporation
("Seller").
WHEREAS, Seller is engaged in the clinical laboratory business;
WHEREAS, Seller desires to sell and Purchaser desires to purchase
certain properties and assets of Seller, upon the terms and subject to the
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants hereinafter set forth, the parties hereby agree as follows:
I. Sale and Transfer of Assets. Subject to all of the terms and
conditions of this Agreement, Seller hereby agrees to sell and
Purchaser hereby agrees to purchase:
A. Seller's list of customers to be delivered at Closing
in the format attached hereto as Schedule I.A (the
"Customer List").
B. The tangible assets of Seller, including items of
equipment, furniture, and fixtures, that are listed
and described on Schedule I.B attached hereto (the
"Tangible Assets");
C. The covenants provided for in Article VIII hereof.
D. The sale and transfer of the properties and assets
referred to above (collectively the "Purchased
Assets") shall be made by Seller, free and clear of
all liabilities, obligations, security interests,
liens (including tax liens), mortgages and
encumbrances whatsoever. Except as otherwise
expressly agreed by the parties, no liability,
obligation, lease or commitment of Seller, whether
written or oral, whether accrued, absolute,
contingent or otherwise, and whether due or to become
due, shall be assumed by the Purchaser.
II. Purchase Price. The purchase price for the Purchased Assets
shall be the amount of Nine Million Dollars ($9,000,000)
payable at closing as follows:
A. A down payment upon execution of this Agreement equal
to, and payable by the forgiveness of, trade accounts
payable by Seller to Purchaser in the amount set
forth on Schedule II.A hereto (the "Trade Payables")
as of five (5) business days preceding the execution
of this Agreement. The amount of the
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down payment payable in the form of forgiveness of
Trade Payables shall not exceed One Million Dollars
($1,000,000). Notwithstanding any provision of this
Agreement to the contrary, to the extent trade
accounts payable to Purchaser by Seller exceed One
Million Dollars ($1,000,000), such amount in excess
of One Million Dollars ($1,000,000) is expressly not
forgiven. To the extent such trade accounts payable
to Purchaser by Seller have a date of service more
than sixty (60) days prior to Closing, then such
amounts shall be paid by Seller to Purchaser at
Closing (as defined below). Seller acknowledges its
obligation for the Trade Payables and, if the
transactions contemplated by this Agreement do not
close for any reason, this provision shall be null
and void, and Seller shall again become obligated to
Purchaser in the amount of the Trade Payables
otherwise forgiven under this section. The
forgiveness and payments of trade accounts payable to
Purchaser by Seller shall be applied against the
oldest trade payables first.
B. The remainder at Closing.
C. Except for those liabilities related to leases and
contracts which arise after Closing, and which
Purchaser specifically assumes in writing (the
"Assumed Liabilities") which are identified in
Schedule II.C hereto (other than those which
Purchaser notifies Seller in writing, on or before
July 31, 1998, it will not assume), Purchaser shall
not assume any liabilities of Seller, contingent or
otherwise, known or unknown, including laboratory
malpractice claims, arising from or related to the
operation or activities of Seller, its shareholders,
directors, officers, agents or otherwise (the
"Retained Liabilities"). Without limitation of the
foregoing and notwithstanding anything to the
contrary set forth herein, in no event shall
Purchaser assume or be deemed to assume any of
Seller's provider agreements with the federal
Medicare program, any state Medicaid program or any
other governmental payor of health care services
(collectively, "Governmental Payors"), and Purchaser
shall not be liable in any manner for any liability
or obligation of Seller to any Governmental Payor,
whether known or unknown, including without
limitation any liability for past overpayments, civil
monetary penalties or false claims, and any
liabilities arising out of any failure of Seller to
comply with any law, regulation, rule, manual
provision or other requirement applicable to
providers of services paid for by a Governmental
Payor.
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III. Closing.
A. The closing of the transactions provided for in this
Agreement (the "Closing") shall be held at the
offices of Dykema, Gossett, PLLC, Detroit, Michigan,
on either August 3, 1998, or as soon thereafter as
can reasonably be accomplished, or at such other
place and date as may be mutually agreed upon by the
parties (the "Closing Date"). All references herein
to the "Closing" or the "Closing Date" are references
to such terms as defined in this paragraph.
B. All proceedings to be taken and all documents to be
executed and delivered in connection with the
consummation of the transactions provided for herein
shall be reasonably satisfactory in form and
substance to the parties and their respective
counsel. All proceedings to be taken and all
documents to be executed and delivered by the parties
at the Closing shall be deemed to have been taken and
executed simultaneously, and no proceeding shall be
deemed taken nor any document executed and delivered
until all have been taken, executed and delivered.
C. At the Closing, subject to the terms and conditions
of this Agreement:
1. Seller will deliver to Purchaser a General
Assignment and Xxxx of Sale in the form
attached hereto as Schedule III.C.1;
2. Seller will deliver the Customer List to
Purchaser;
3. Seller and Purchaser shall execute Lease
Agreements, Subleases and/or Assignments in a
form attached as Schedule III.C.3 and
containing such terms and conditions reasonably
satisfactory to Purchaser leasing to Purchaser
properties located at the existing space
located at (1) 0000 Xxxxxxxx Xxxx, Xxxxxxx,
Xxxxxxxx and (2) Sublease for 0000 X. Xxxxx,
Xxxxxxx, Xxxxxxxx ("Material Leases");
4. Seller and Purchaser shall enter into a lease
whereby Purchaser shall lease from Seller its
property and equipment as set forth in the form
attached as Schedule III.C.4;
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5. Seller and Purchaser shall enter into a
laboratory services agreement containing the
terms and conditions set forth in the form
attached as Schedule III.C.5;
6. Seller and Purchaser shall enter into an
assignment and assumption agreement with regard
to the contracts listed in Schedule II.C. Such
assignment and assumption shall be in the form
attached as Schedule III.C.6;
7. The parties shall enter into a Co-marketing
agreement containing the terms and conditions
set forth in the form attached as Schedule
III.C.7;
8. The parties shall enter into a transition
services agreement containing the terms and
conditions set forth in the form attached as
Schedule III.C.8;
9. Each party shall deliver to the other the
Opinions of Counsel referred to in Section
VI-C, and Section VII-D; and the Certified
copies of the Resolutions/Consents referred to
in Section VI-H, and VII-E;
10. The parties shall take such other action as may
be reasonably necessary or appropriate in order
to consummate the transactions provided for
herein in accordance with the terms and
conditions hereof;
11. Seller and Purchaser hereby agree that, upon
reasonable request of the other, whether at or
after the Closing, each will, at its expense
and without further consideration, execute and
deliver such further instruments and documents
and take such further action may be reasonably
necessary to effectuate the provisions of this
Agreement.
IV. Representations and Warranties of Seller. To induce Purchaser
to enter into and perform the terms of this Agreement and to
consummate the transactions provided for herein, Seller hereby
represents and warrants to Purchaser that:
A. Authority to Operate. Seller is duly organized,
validly existing and in good standing under the laws
of the State of Michigan, with full power and
authority to own, lease and operate its properties
and to carry on the laboratory business as now being
conducted.
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B. Due Authorization. Seller has full power, authority
and legal capacity to enter into this Agreement and
to consummate the transactions contemplated hereby,
and, except as set forth in Schedule IV.B, the
execution, delivery and performance of this
Agreement does not conflict with any provision of
any agreement, instrument, judgment, order or law to
which the Seller is a party or by which the
Seller is bound. The entering into of this Agreement
and the consummation of the transactions
contemplated hereby are not subject to the approval
or consent of any government or governmental,
regulatory, or administrative agency.
C. Customers and Customer Relations. Schedule IV.C
(which will show customer numbers and not names
prior to the Closing) list each customer which
represents One Hundred Fifty Thousand Dollars
($150,000) or greater of gross xxxxxxxx by Seller's
laboratory business over the period from June 1,
1997 through June 30, 1998 (each a "Large
Customer"), and the aggregate xxxxxxxx to each
such Large Customer during each month June 1, 1997
through June 30, 1998. Except as set forth in
Schedule IV.C (which will show customer numbers and
not names prior to the Closing, unless Seller in its
sole discretion determines it is appropriate to
disclose a customer to Purchaser before Closing in
the interest of joint efforts to preserve the
business), to the best of Seller's knowledge, no
Large Customer will cease to do business with
Purchaser, or materially decrease the volume of
revenue under such arrangements after, or as result
of the consummation of, the transactions
contemplated hereby, or is significantly in arrears
in payment of amounts owed to Seller. To the best of
Seller's knowledge, Seller has used its reasonable
business efforts to maintain good working
relationships with all of its customers. Except as
set forth in Schedule IV.C, to the best of Seller's
knowledge, no Large Customer has given Seller notice
terminating, canceling, or threatening to
terminate or cancel any contract or relationship
with Seller.
D. Financial Statements. Seller has delivered to
Purchaser unaudited statements of income for Seller's
laboratory business for the four months ended April
30, 1998, and audited statements of income for the
year ending December 31, 1997. To the knowledge of
Seller, such statement of income fairly presents the
total net revenue and provision for doubtful accounts
for the Seller's laboratory operations for the period
covered by such statement of income, except for
disputed claims relating thereto disclosed in writing
to Purchaser concurrently with the execution of this
Agreement. Said statement of income was prepared in
accordance with generally accepted accounting
principles, applied on a consistent basis for the
periods involved.
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E. Transactions Since April 30, 1998. Except as set
forth in Schedule IV.E, between April 30, 1998 and
the Closing, Seller has not:
1. Sold, transferred or otherwise disposed of or
encumbered in any manner any of the Purchased
Assets, except in the ordinary course of that
business and on Seller's usual terms and
conditions.
2. Entered into any contracts, commitments or
agreements of any kind which would have a
Material Adverse Effect, except routine
contracts for sales and purchases of materials,
supplies and services in the ordinary course of
business.
3. Increased any liability which would have a
Material Adverse Effect, except in the ordinary
course of its laboratory business.
4. Engaged in any transaction outside the ordinary
course of its laboratory business, which
transaction would have a Material Adverse
Effect.
"Material Adverse Effect" means a material adverse
effect on the value of the Purchased Assets, taken as
a whole, or prospects of Seller's laboratory business
taken as a whole.
F. No Adverse Change. To the best of the knowledge of
Seller, between April 30, 1998, and the date of this
Agreement, there has been no adverse change in the
financial condition, assets, or business of Seller's
laboratory which has resulted in a Material Adverse
Effect.
For purposes of this Agreement, "to the best of
Seller's knowledge" or "to the knowledge of Seller"
means if any of the Seller's executive officers
("Officers"), as designated in the Seller's Proxy
Statement dated June 3, 1998, after due inquiry of
the persons listed on Schedule IV.F, have conscious
awareness that the statement as given is not true and
correct. Notwithstanding the foregoing, Seller shall
be deemed to have knowledge if its Officers engaged
in conscious or reckless disregard of facts.
G. Title to Assets. Except as may be otherwise agreed in
writing by the parties, Seller will own and have at
the Closing good and marketable title to the
Purchased Assets, free and clear of all mortgages,
pledges, liens, security interests, conditional sales
contracts, leases, claims and encumbrances
whatsoever.
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H. Good Condition and Working Order. To the best of
Seller's knowledge, the Tangible Assets will be in
good condition and working order on the Closing Date,
reasonable wear and tear excepted.
I. Taxes. Except as set forth in Schedule IV.I,
there are no delinquent federal, state, county
or local taxes, duties or payments which
constitute (or which with the passage of time
may constitute) a lien or charge against the
Purchased Assets.
J. Insurance. Seller has in full force and effect
policies of insurance of the types and in the
amounts listed in Schedule IV.J and will
continue to maintain all such insurance in full
force and effect up to and including the
Closing Date.
K. Licenses. Seller has all necessary material
licenses and permits from all appropriate
federal, state or other authorities for the
operation of its laboratory business.
L. Compliance with Laws. Except as disclosed in
writing to Purchaser's attorney:
1. To the best of Seller's knowledge, Seller
has complied, is complying, and will
comply with all laws, regulations and
orders applicable to its laboratory
business with respect to Purchased
Assets, except to the extent such failure
to comply would not have a Material
Adverse Effect, and there is no
investigation by any governmental agency
or authority pending or, to the Seller's
knowledge, threatened against any Seller
or any basis therefor.
2. To the best of Seller's knowledge,
neither Seller nor any of its respective
officers, directors, principals or
employees has engaged or will engage in
any activity which would be likely to
lead to an investigation by the Office of
the Inspector General, any Medicare or
Medicaid Fraud Control Unit, or other
federal or state prosecutor or
enforcement agency or which would be
likely to lead to an action or proceeding
for recoupment by any third party insurer
or government agency or for mandatory or
permissive exclusion under 42 U.S.C. Sec.
1320a-7 or under any other federal or
state law or for civil monetary penalties
under 42 U.S.C. Sec. 1320a-7a or for
civil monetary penalties under 42 U.S.C.
Sec. 1320a-7 or under any other federal
or state law which would have a Material
Adverse Effect. To the best of Seller's
knowledge, billing by Seller has been
true and correct in all material respects
and in compliance with applicable laws,
regulations and policies except to the
extent such failure would
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not have a Material Adverse Effect. To
the best of Seller's knowledge, neither
Seller nor any of its employees or agents
has solicited or obtained specimen
referrals by means of rebates, kickbacks
or other unlawful arrangements or in a
manner otherwise in violation of any
federal, state or local statute or
regulation, which action would have a
Material Adverse Effect.
M. Pending Claims. Except as disclosed in writing to
Purchaser's attorney, there is no action, suit,
proceeding or claim pending, or, to the knowledge of
Seller, threatened against Seller, which relates to
the Purchased Assets and there is no outstanding
execution, order, writ, injunction, judgment or
decree of any court, government or governmental
agency against Seller which has a Material Adverse
Effect on the Purchased Assets.
N. No Creation of Liens, Etc. Neither the execution of
this Agreement nor the consummation of the
transactions provided for herein will result in the
creation of any lien, charge or encumbrance on any of
the Purchased Assets.
O. No Default. To the best of Seller's knowledge, Seller
is not in default under any contract, transaction,
agreement, lease or instrument to which it is a party
or by which it is bound, which would have a Material
Adverse Effect.
P. Employees. All employees of Seller performing
services for Seller's laboratory operations, all
leased employees of Seller performing services for
Seller's laboratory operations and all individuals
(as opposed to entities) providing services for
Seller's laboratory operations as independent
contractors are listed on Schedule IV.P attached
hereto, which Schedule contains the names, position
and salary or other cash compensation paid to such
individual. Except as set forth on Schedule IV.P,
Seller has no written, or to the best of Seller's
knowledge, oral employment agreements or contracts
with any of its employees or leased employees and, to
the best of Seller's knowledge, no employee or leased
employee has an oral or implied employment agreement
or contract with the Seller. Seller has no collective
bargaining or other agreements with any labor union
or similar employee group with regard to its
laboratory operations and no union has been certified
as a bargaining agent for its employees. Seller has
not received any request for representation by any
employee or group of employees.
Q. Customer List. As of the Closing Date, Seller will
have provided laboratory services to each of its
customers indicated on the Customer Lists in the
format attached as Schedule I.A.
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R. Other Statements. All statements and information
contained in certificates, exhibits, schedules,
lists, documents, or other instruments delivered or
to be delivered to Purchaser pursuant to this
Agreement are deemed representations and warranties
by the party so providing such items.
S. No Untrue Statements. None of the information
contained in the representations and warranties of
Seller set forth in this Agreement or in any of said
certificates, exhibits, schedules, lists, documents
or other instruments delivered or to be delivered to
Purchaser pursuant hereto contains or will contain
any untrue statement of a material fact or omits or
will omit a material fact necessary to make the
statements contained herein or therein not
misleading.
T. Lease Obligations. On the Closing Date, Seller will
have made all required payments and will have
complied in all material respects with all other
obligations under the lease(s) referred to in
Paragraph III-C-3 above.
V. Representations and Warranties of Purchaser. To induce Seller
to enter into this Agreement and to consummate the
transactions provided for herein, the Purchaser represents and
warrants to such parties that:
A. Organization and Good Standing. The Purchaser is a
corporation duly organized, validly existing and in
good standing under the laws of the State of
Delaware, with full power and authority to own, lease
and operate its properties and to carry on its
business as it is now being conducted and is duly
authorized to conduct business in the State of
Michigan.
B. Due Authorization. Purchaser has full power,
authority and legal capacity to enter into this
Agreement and to consummate the transactions
contemplated hereby, and the execution, delivery and
performance of this Agreement does not conflict with
any provisions of any agreement, instrument,
judgment, order or law to which Purchaser is a party
or is subject or by which it is bound. The entering
into of this Agreement and the consummation of the
transactions hereby are not subject to the
jurisdiction, approval or consent of any government
or governmental, regulatory or administrative agency,
except Purchaser must give notice to the government
within thirty (30) days of Closing.
C. No Untrue Statements. None of the information
contained in the representations and warranties of
Purchaser set forth in this Agreement or in any
exhibits or schedules attached hereto contains or
will contain any untrue statement of a material fact
or omits or will omit a material fact necessary to
make the statements contained herein or therein not
misleading.
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VI. Conditions to Purchaser's Performance. The obligations of
Purchaser under this Agreement shall be subject to the
satisfaction, on or prior to the Closing Date, of the
following conditions:
A. All representations and warranties of Seller
contained in this Agreement and in any schedules,
certificates or other documents delivered pursuant to
this Agreement shall be true, correct and complete in
all respects on and as of the date when made and on
and as of the Closing Date, and Seller shall have
delivered to Purchaser certificates, executed by its
president or senior officers and dated as of the
Closing Date, to the foregoing effect.
B. No action or proceeding shall have been instituted or
threatened before any court or governmental agency to
restrain or prohibit, or to obtain substantial
damages in respect of, or which is related to or
arises out of, this Agreement or the consummation of
the transactions contemplated herein which, in the
reasonable opinion of Purchaser, make it inadvisable
to consummate such transactions.
C. Purchaser shall have received from Seller's counsel
an Opinion substantially in the form attached hereto
as Schedule VI.C.
D. Seller shall not have disposed of significant
laboratory assets, or incurred significant unusual
liabilities or otherwise engaged in significant
transactions outside the ordinary course of its
laboratory business during such period, which have a
Material Adverse Effect, and that there has been no
adverse change in the financial condition or business
of such laboratory business during such period, which
has a Material Adverse Effect. In connection with
this condition, Purchaser or its accountants shall
have the right to review the accounting and other
records of Seller for the period from April 30, 1998
to a date selected by Purchaser near the Closing
Date.
E. There shall have occurred no damage, destruction or
loss, whether or not covered by insurance, adversely
affecting in any material respect any of the Tangible
Assets to be sold and transferred hereunder.
F. Seller, at the time of closing, except as otherwise
may be agreed to in writing by the parties, shall
have paid to all such employees all amounts due and
payable as of the end of the preceding pay period for
wages, commissions, salaries, holidays and vacation
pay, bonuses and past service claims, and shall have
made and remitted, for all periods through and
including such pay period, all proper deductions,
remittances and contributions for employees' wages,
commissions and salaries required under all contracts
and statutes (including, without limitation, for
health, hospital and medical insurance,
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group life insurance, pension plans, workers'
compensation, unemployment insurance, income tax,
FICA taxes and the like) and, wherever required by
such contracts and/or statutes, all proper deductions
and contributions from its own funds for such
purposes.
G. To the extent required by the applicable lease, the
lessor(s) under the material lease(s) referred to in
Paragraph III-C-3 above shall have consented to the
assignment of said lease(s) to Purchaser.
H. The execution, delivery and performance of this
Agreement, and of the other documents provided for
herein, by Seller shall have been approved by the
Board of Directors and the shareholders thereof, and
by such other persons as are required by applicable
law, corporate by-laws or other instruments to
provide their approval prior to the consummation
thereof, and the Purchaser shall have received a
certified copy of such Resolutions or approvals to
that effect.
I. The full performance by Seller of each and every
covenant and condition imposed upon it hereunder,
including without limitation the execution of the
agreements and performance of the covenants
referenced in Article VIII hereafter, and set forth
in Schedule VIII hereto, provided, however, that
Purchaser may at its option waive the performance of
any of the covenants and conditions imposed
hereunder. Such waiver, however, shall not constitute
any waiver of any claim for damages Purchaser may
otherwise be entitled to make pursuant to the terms
hereof; provided, however, that there shall be no
failure of a condition of closing if (a) the
aggregate of the amounts in controversy of any
Limited Direct Damage Claims (as defined in Section
X(D)(1)) which have arisen or been asserted before
the Closing is less than $700,000, or (b) the
aggregate of the amounts in controversy of any IV(C)
Damage Claims (as defined in Section X(D)(5)) which
have arisen or been asserted before the Closing is
less than $750,000. Any such Limited Direct Damage
Claims or IV(C) Damage Claims shall be treated after
the Closing Date in accordance with the provisions of
Section X.
J. All of the transactions contemplated by the Stock
Purchase Agreement dated July 16, 1998 between Seller
and Purchaser shall be simultaneously consummated.
K. If determined necessary by the Seller, or required by
the Purchaser, any approval of the shareholders of
the Seller or the holders of the Seller's 8.25%
Convertible Subordinated Debentures due February 1,
2006 of the transactions contemplated by this
Agreement shall have been obtained.
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L. As set forth in Section IX(I), prior to Closing,
Purchaser shall be entitled to conduct further due
diligence with regard to health care compliance
issues. With respect to all laws, regulations and
orders applicable to Seller's laboratory business
("Health Care Compliance Issues") as an additional
condition to Closing, competent health care counsel
shall have determined in his/her reasonable opinion
(the entire substance of which opinion shall be
disclosed in full to Seller, in writing only if
requested by Seller) that no Health Care Compliance
Issues, exist with regard to Seller could reasonably
be expected to have a Material Adverse Effect (either
on the Purchased Assets or Purchaser's operation of
the laboratory business after the Closing).
VII. Conditions to Performance by Seller. The obligations of Seller
under this Agreement shall be subject to the satisfaction, on
or prior to the Closing Date, of the following conditions:
A. All representations and warranties of Purchaser
contained in this Agreement and in any schedules,
certificates or other documents delivered pursuant to
this Agreement shall be true, correct and complete in
all material respects on and as of the date when made
and on and as of the Closing Date, and the Purchaser
shall have executed and delivered to Seller
certificates, signed by its duly authorized officer,
dated as of the Closing Date, to the foregoing
effect.
B. The full performance by Purchaser of each and every
covenant and condition imposed upon it hereunder,
provided, however, that Seller may at its option
waive the performance of any of the covenants and
conditions imposed hereunder. Such waiver, however,
shall not constitute a waiver of any other covenant
or condition or constitute any waiver of any claim
for damages such party may otherwise be entitled to
make pursuant to the terms hereof.
C. No action or proceeding shall have been instituted or
threatened before any court or governmental agency to
restrain or prohibit, or to obtain substantial
damages in respect of, or which is related to or
arises out of, this Agreement or the consummation of
the transactions contemplated herein which, in the
reasonable opinion of Seller, made it inadvisable to
consummate such transactions.
D. Seller shall have received from Purchaser's counsel
an Opinion substantially in the form attached hereto
as Schedule VII.D.
E. The execution, delivery and performance of this
Agreement, and of the other documents provided for
herein, by Purchaser shall have been approved by the
Board of Directors thereof or such other appropriate
body, and by such other
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persons as are required by applicable law, corporate
bylaws or other instruments to provide their approval
prior to the consummation thereof, and the Seller
shall have received a certified copy of such
Resolutions or approvals to that effect.
F. If determined necessary by the Seller, or required by
the Purchaser, any approval of the shareholders of
the Seller or the holders of the Seller's 8.25%
Convertible Subordinated Debentures due February 1,
2006 of the transactions contemplated by this
Agreement shall have been obtained.
G. All of the transactions contemplated by the Stock
Purchase Agreement dated July 16, 1998 between the
Seller and the Purchaser shall be simultaneously
consummated.
VIII. Covenants with Respect to Competition. Seller warrants that
for a period as contained therein, the non-solicitation and
non-compete agreements shall be executed and in effect as set
forth in Schedule VIII. hereto.
IX. Additional Covenants and Agreements.
A. As of the Closing Date, Seller shall be deemed to
have assigned to Purchaser all of its right, title
and interest in and to such warranties (express and
implied) that continue in effect with respect to any
of the Purchased Assets, and to have nominated
Purchaser as such party's true and lawful attorney to
enforce such warranties against such manufacturers,
and such party shall execute and deliver such
specific assignments of such warranty rights as
Purchaser may reasonably request.
B. Purchaser shall have the exclusive right to represent
itself as the purchaser of the Purchased Assets of
Seller's laboratory business provided, however, that
such representations shall not in any manner attempt
to convey to the public or to any of Seller's
customers or former customers that Purchaser is
acting for or on behalf of Seller. All statements and
releases concerning this Agreement and the
transactions contemplated hereby which are intended
or designed to be disseminated to any third party
shall be subject to the prior written approval of
Purchaser and Seller, provided, however that any
party may make any public disclosure required by
applicable law or any listing or trading agreement
concerning its publicly-traded securities (in which
case the disclosing party will use its best efforts
to advise the other parties prior to making the
disclosure and give the other parties an opportunity
to comment).
C. From and after the Closing, Purchaser shall be
entitled to all of the books, records, [specimens]
and other documents and items of Seller pertaining to
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the Purchased Assets (the "Records") and the
customers listed on the Customer List; provided,
however, that Seller shall have the right to keep all
of the Records necessary for Seller to xxxx and
collect the Seller's accounts receivable until such
time as Seller determines that its collection efforts
with respect to such accounts receivable are complete
(the "Collection Period"). Purchaser agrees that,
from and after the Closing, Seller may contact
customers listed on the Customer List for the purpose
of obtaining information related to billing and
collection of accounts receivable and any inquiries
by third party payors or government authorities.
During the Collection Period, Seller shall afford
Purchaser and its agents and representatives with
access to the Records retained by Seller. After the
Collection Period, Seller shall transfer all of the
Records retained to Purchaser and Purchaser shall
afford Seller and its agents and representatives with
access to all Records thereafter. Purchaser shall
maintain all Records for the period of time required
by Michigan and United States laws and shall assure
complete confidentiality with regard thereto except
where disclosure is required by law. The parties
agree that no portion of the Purchase Price is
allocated to purchase of medical records.
D. It is understood and agreed that Seller and Purchaser
will not comply with the provisions of the "Bulk
Sales Law" or similar provisions of the laws of any
state insofar as they may be applicable to the
transactions contemplated by this Agreement. Seller
agrees to pay and discharge, promptly and diligently,
when due, or to contest or litigate all claims of
creditors which could be asserted against Purchaser
or the Purchased Assets by reason of such
noncompliance, to indemnify, defend at its own
expense and hold Purchaser harmless from and against
any and all such claims and, upon receipt of written
notice from Purchaser of the existence thereof, to
take promptly all necessary action to remove or cause
to be removed any lien or encumbrance which may be
placed on any of the Purchased Assets by a creditor
of Seller by reason of such noncompliance.
E. The parties agree that Seller's accounts receivable
shall not be included among the Purchased Assets. The
parties agree that if either party receives payment
for services provided by the other party, such party
shall promptly (no later than two weeks) turn such
payment over to the party to whom the payment is
owed.
F. Purchaser assumes responsibility for taking all
necessary action, at its own expense to obtain,
transfer or continue any licenses, permits or other
governmental approvals necessary to the operation of
its business at Seller's former laboratory facility.
Seller agrees to cooperate fully in the obtaining
transfer or continuance of such licenses, permits or
approvals.
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G. With regard to work in process at Closing, each party
agrees that Purchaser shall be responsible for
completing performance for all tests received prior
to the Closing Date.
H. Seller shall use its best efforts as requested by
Purchaser to address any customer concerns relating
to this transaction. Seller shall, among other
efforts, meet with customers and Purchaser when so
requested by Purchaser. Prior to the Closing Date,
Seller agrees not to dispose of significant
laboratory assets, or incur significant unusual
liabilities, or otherwise engage in significant
transactions relating to its laboratory business
outside of the ordinary course of its laboratory
business.
I. Prior to the Closing Date, Purchaser shall be
entitled, upon reasonable request, through its
employees and representatives, including, without
limitation, its attorneys, to perform an
investigation (including but not limited to Health
Care Compliance Issues) of the assets, properties,
business, and operations of Seller, including a
review of Seller's books, records, and financial
condition including, but not limited to actual and
existing minute books and stock records of Seller
which are in the current possession and control of
the present officers of Seller. Any such
investigation and review shall be conducted at
reasonable times and under reasonable circumstances.
Purchaser agrees that any such investigation or
review shall not unreasonably interfere with the
ongoing operations of Seller. Seller will cooperate
and shall cause its officers, employees, consultants,
agents, accountants, and attorneys to cooperate with
such employees and representatives in connection with
such review and investigation. If this Agreement
terminates, Purchaser shall keep confidential and
shall not use in any manner any information or
documents obtained from Seller concerning its assets,
properties, business, and operations. If this
Agreement terminates, any documents and copies
thereof obtained by Purchaser from Seller shall be
promptly returned to Seller.
X. Indemnification.
A. Indemnification by Purchaser. Purchaser hereby agrees
to indemnify, defend and hold harmless Seller, its
officers, directors, employees, shareholders, agents
and its successors and assigns, against any and all
liabilities, obligations, losses, damages, demands,
claims, assessments, actions, tax deficiencies,
penalties and interest, reasonable accounting and
attorneys' fees, costs and expenses (individually a
"Loss" and collectively "Losses"), arising out of, or
incident to, any of the following:
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1. Any misrepresentation, or breach of any
warranty of Purchaser contained in this
Agreement;
2. Any breach of any covenant, agreement or other
term or provision hereof to be performed by
Purchaser;
3. The Purchaser's operations after the Closing
Date, including, but not limited to, all
claims arising on or after the Closing Date
with respect to the Assumed Liabilities;
4. All claims asserted against the Seller or
its assets and alleged to arise out of any
act, omission, obligation or liability of
Purchaser or any of its officers, employees
or other agents.
B. Indemnification by Seller. Seller hereby agrees to
indemnify, defend and hold harmless Purchaser, its
officers, directors, employees, shareholders, agents
and its successors and assigns, against any and all
liabilities, obligations, losses, damages, demands,
claims, assessments, actions, tax deficiencies,
penalties and interest, reasonable accounting and
attorneys' fees, costs and expenses (individually a
"Loss" and collectively "Losses"), arising out of, or
incident to, any of the following:
1. Any misrepresentation, or breach of any
warranty of Seller contained in this Agreement;
2. Any breach of any covenant, agreement or other
term or provision hereof to be performed by
Seller;
3. With the exception of the Assumed Liabilities,
all liabilities of Seller, whether accrued,
absolute, contingent or otherwise, and whether
due or to become due, including but not limited
to claims with respect to the Retained
Liabilities; and
4. All claims asserted against the Purchaser or
the Purchased Assets and alleged to arise out
of any act, omission, obligation or liability
of Seller or any of its officers, employees or
other agents.
C. Claims. If either party desires to make a claim
against the other under Section X(A) or X(B) hereof
which does not involve a claim by any person other
than the parties, then such party shall make such
claim by promptly delivering notice to the other in
the form set forth in (1) below. If either party (the
"Claimant") desires to make a claim for indemnity
against the other (the "Indemnitor") under this
Agreement which involves a demand, claim or
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threat of litigation or the actual institution of any
action, suit or proceeding (collectively, a "Claim")
by a person other than the parties, then such Claim
will be made in the following manner and be subject
to the following terms and conditions unless
otherwise provided for in this Agreement:
1. Notice. The Claimant will give prompt notice
(and, if served with a complaint, not later
than seven (7) days after such service) to the
Indemnitor of any Claim at any time served on
or instituted against the Claimant with respect
to which the Claimant believes it would have a
right of indemnification under this Agreement,
setting forth in reasonable detail the facts
relating to such claim and the basis for its
alleged right of indemnification under this
Agreement; provided, that failure to give
notice as provided above shall not relieve
Indemnitor of its obligations under this
Section X except to the extent Indemnitor is
actually prejudiced thereby.
2. Responsibility for Defense. Within thirty (30)
days after receipt of such Notice, but not less
than five (5) business days prior to the time
the Claimant is required to respond to a Claim
(subject to the proviso contained in Section
X(C)(1)), the Indemnitor will, by giving
written notice to the Claimant, have the right
to assume responsibility for the defense of the
Claim in the name of the Claimant or otherwise
as the Indemnitor may elect; provided, however,
that the Indemnitor's determination to conduct
a defense of a Claim shall in no way be deemed
a conclusive admission of an obligation to
indemnify hereunder. Otherwise, the Claimant
will have responsibility for the defense of the
Claim. Subject to the provisions of subsections
(3) and (4) below, the party having
responsibility for the defense of the Claim
(the "Defending Party") will have the full
authority to defend, cure, adjust, compromise
or settle such Claim or appeal any judgment or
ruling of court or other tribunal in connection
with such Claim in its own name and/or in the
name of the other party.
3. Right to Participate. Notwithstanding a
Defending Party's responsibility for the
defense of a Claim, the other party shall have
the right to participate, at its own expense
and with its own counsel, in the defense of a
Claim and the Defending Party will consult with
the other party from time to time on matters
relating to the defense of such Claim. The
Defending Party shall provide the other party
with copies of all pleadings and material
relating to such Claim.
4. Settlement. A Defending Party will provide the
other party with timely written notice of any
proposed adjustment, compromise or
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other settlement, including equitable or
injunctive relief, of a Claim which the
Defending Party intends to propose or accept.
If the other party fails to provide the
Defending Party with timely written notice of
objection to such settlement, then the
Defending Party shall have the authority to
propose or accept such settlement and enter
into any agreement, in its own name and/or in
the name of the other party, giving legal
effect to all aspects of such settlement. If
the other party objects to such settlement,
then the Defending Party may, if it so elects,
tender the defense to the other party by paying
to such other party the amount of money
proposed to be paid in settlement of the claim,
in which case the Defending Party shall have no
further liability to the other party hereunder
with respect to such Claim and the other party
shall have full authority for the future
defense of such Claim and full responsibility
for any and all liabilities, obligations, costs
and expenses resulting therefrom.
Notwithstanding anything above to the contrary,
Seller shall not enter into any settlement
which will in any way, financially or
otherwise, affect Purchaser's operation of the
laboratory business.
D. Limitations on Indemnification. The right of either
party to indemnification under this Section X of the
Agreement shall be subject to the following
provisions:
1. The limitations contained in sections 2, 3, and
4 below shall only apply to indemnification for
damage claims by one party against the other
party relating to damages directly incurred by
the Claimant for breach of the representations
and warranties in Sections IV(D) through IV(S)
inclusive and in Section V(C) hereof ("Limited
Direct Damage Claim"). Notwithstanding anything
contained herein to the contrary, there shall
be no limitation of any kind on indemnification
rights in any way relating to third-party
claims, including but not limited to claims by
patients, governmental entities, employees and
customers, asserted against the Claimant for
which the other party is required to indemnify
Claimant ("Third Party Claims"). The
limitations shall be narrowly construed to
ensure that the parties will be fully
indemnified for Third Party Claims.
2. No Limited Direct Damage Claim shall be
payable to the Claimant unless the total
losses for which Limited Direct Damage
Claims are or have been $200,000 in the
aggregate, whereupon the Claimant would be
entitled to the excess losses over $200,000
in the aggregate.
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3. Once the total losses for Limited Direct
Damage Claims exceed $200,000 in the
aggregate, losses for each party relating to
Limited Direct Damage Claims shall not
exceed an aggregate of an additional
$500,000.
4. Limited Direct Damage Claims shall survive
the Closing Date for a period of one (1)
year. Any Limited Direct Damage Claim must
be asserted within the foregoing period.
5. The limitations contained in this section 5 and
section 6 below shall only apply to
indemnification for damage claims by Purchaser
against Seller relating to damages directly
incurred by Purchaser for breach of the
representations and warranties in Section IV(C)
hereof ("IV(C) Damage Claim"). No IV(C) Damage
Claim shall be payable to Purchaser unless the
total losses for IV(C) Damage Claims are or
have been $750,000 in the aggregate, whereupon
the Purchaser would be entitled to the excess
losses over $750,000 in the aggregate.
6. Any damages recoverable by Purchaser on a IV(C)
Damage Claim shall be offset by any profits
(calculated consistently with any determination
of damages) derived by Purchaser from the
business prospects listed on Schedule X.D.6
(which will show customer numbers and not names
prior to the Closing) to be supplied by Seller
to Purchaser.
7. IV(C) Damage Claims shall survive the Closing
Date for a period of one (1) year. Any IV(C)
Damage Claim must be asserted within the
foregoing period.
8. The limitations contained in Paragraphs 2, 3
and 4 with respect to Limited Direct Damage
Claims shall be determined and shall operate
independently of the limitations set forth in
Paragraphs 5, 6 and 7 with respect to IV(C)
Damage Claims.
E. Mitigation of Losses. A Claimant shall be entitled to
recover the full amount of any Losses incurred due to
the matter for which indemnification is sought,
including reasonable attorney's fees incurred in
connection therewith, but any recovery shall be net
of any economic benefit to which the Claimant is
entitled due to such Losses, including, without
limitation, (a) any insurance proceeds, (b) any
payments received from third parties relating to the
matter, and (c) any refunds from third party payors
attributable to services rendered by Seller prior to
the Closing.
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F. Remedies. The rights and remedies of each party
hereto arising by reason of an inaccuracy in, or
breach of the representations and warranties in
Sections IV(D) through IV(S) inclusive, and Section
V( C) as set forth in D, above, shall be limited to
the indemnification right set forth in this Section.
XI. Seller's Laboratory Employees. Purchaser agrees to reimburse
Seller up to fifty percent (50%) of Seller's liability, if
any, pursuant to the WARN Act. Purchaser's liability to Seller
pursuant to the WARN Act shall be capped at $250,000. Seller
agrees that it shall bear sole responsibility for all costs
and expenses, including but not limited to severance pay and
related obligations, with regard to its employees. Purchaser
shall in good faith offer employment to such of Seller's
employees as Purchaser deems necessary for its laboratory
operations. Seller shall cooperate with and shall not impair
Purchaser's efforts to obtain the employment of such persons.
Purchaser shall attempt to provide Seller prior to Closing
with a list of such persons to whom it intends to offer
employment. The parties agree that, in the event Purchaser
requests Seller to temporarily continue the employment of any
of its employees following the Closing to aid in the business
transition, Seller shall attempt to continue to employ such
persons (but does not guarantee the willingness or
availability) for the period requested by Purchaser following
the Closing, and Purchaser shall promptly reimburse Seller for
the direct employee costs incurred by its connection
therewith.
XII. Termination.
A. This Agreement may be terminated as follows:
1. At any time by mutual written agreement of the
Purchaser and the Seller.
2. By either the Purchaser or Seller, if the
Closing Date has not occurred on or before
August 31, 1998, or if later, 90 days after
any determination by either Seller or
Purchaser that Shareholder or debenture
holder approval is legally required for the
consummation of the transactions
contemplated by this Agreement.
3. By either the Purchaser or Seller, if a
certain Stock Purchase Agreement dated July
16, 1998 between the Purchaser and Seller
(the "Stock Purchase Agreement") terminates
for any reason prior to the consummation of
the transactions contemplated therein.
4. By either the Purchaser or Seller, if it is
determined by the Seller, or required by
Purchaser, that in order to consummate the
sale of the Purchased Assets, such a meeting
is necessary, at a meeting of
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shareholders or holders of Seller's 8.25%
Convertible Subordinated Debentures due
February 1, 2006, held to vote on the sale
of the Purchased Assets, the shareholders do
not approve such sale.
5. By the Purchaser, if any of the conditions
set forth in Article VI shall not be
fulfilled for reasons beyond the reasonable
control of Purchaser and are not waived by
Purchaser.
6. By the Seller, if any of the conditions set
forth in Article VII shall not be fulfilled
for reasons beyond the reasonable control of
the Seller and are not waived by the Seller.
7. By the Seller under the following
circumstances: In the event the Board of
Directors of the Seller receives a proposal
that, in the exercise of its fiduciary
obligations (as determined in good faith by the
Board of Directors), it determines to be a
Superior Proposal (as defined below), the Board
of Directors may, after complying with Section
XIII, withdraw or modify its approval or
recommendation of this Agreement, approve or
recommend any such Superior Proposal, enter
into an agreement with respect to such Superior
Proposal, and/or terminate this Agreement. For
purposes of this Agreement, a "Superior
Proposal" means any bona fide proposal for the
purchase of the Customer List and other assets
of Seller, for a merger or other business
combination involving the Seller or its
Subsidiaries, or for the purchase of an equity
interest in Seller contingent on Seller not
selling the Customer List, in each case, on
terms which the Board of Directors of Seller
determines in its good faith reasonable
judgment to be more favorable to Seller's
shareholders than the transactions contemplated
hereby.
B. Except as set forth in Section XIV, if this Agreement
is terminated pursuant to this Article XII, this
Agreement shall become void and of no effect with no
liability on the part of any party hereto; provided,
however, that if the election to terminate is due to
the default of a party hereunder, then the
non-defaulting party shall be entitled to any and all
remedies available at law or in equity.
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XIII. Other Offers.
A. From the date hereof until the termination of this
Agreement in accordance with Section XII, Seller
shall not, nor shall it authorize any officer,
director or employee of, or any investment banker,
attorney or other advisor or representative of Seller
to, and shall direct its officers and directors,
investment bankers, attorneys and other
representatives to not directly or indirectly:
1. solicit, initiate or encourage the submission
of any "Acquisition Proposal" (as defined
below);
2. participate in any discussions or
negotiations regarding, or furnish to any
person any information with respect to, or
take any other action to facilitate any
inquiries or the making of any proposal that
constitutes, or may reasonably be expected
to lead to, any Acquisition Proposal,
provided, however, that to the extent
required by the fiduciary obligations of the
Board of Directors of Seller, as determined
in good faith by the Board of Directors,
Seller may:
a. in response to an unsolicited
request therefor, furnish
information with respect to Seller
to any person pursuant to a
confidentiality agreement and
discuss (i) such information (but
not the terms of any possible
Acquisition Proposal) and (ii) the
terms of this Section XIII with such
person; and
b. upon receipt by Seller of an
Acquisition Proposal, following
delivery to Purchaser of the notice
required pursuant to Section
XIII(C), participate in negotiations
regarding such Acquisition Proposal.
For purposes of this Agreement,
"Acquisition Proposal" shall have
the same meaning as "Superior
Proposal," except an Acquisition
Proposal shall not yet have been
evaluated by Seller's Board of
Directors and shall not include any
proposal by the Purchaser.
B. Neither the Board of Directors of Seller nor any
committee thereof shall (i) withdraw or modify, in a
manner adverse to Purchaser, the approval or
recommendation by such Board of Directors or any such
committee of this Agreement (or the other
transactions contemplated hereby), (ii) approve or
recommend any Acquisition Proposal, or (iii) enter
into any agreement with respect to any Acquisition
Proposal. Notwithstanding the foregoing, in the event
the Board of Directors of Seller receives an
Acquisition Proposal that,
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in the exercise of its fiduciary obligations (as
determined in good faith by the Board of Directors),
it determines to be a Superior Proposal (as defined
above), the Board of Directors may (subject to the
following sentences) withdraw or modify its approval
or recommendation of this Agreement or the other
transactions contemplated hereby, approve or
recommend any such Superior Proposal, enter into an
agreement with respect to such Superior Proposal or
terminate this Agreement, in each case at any time
after the second business day following Purchaser's
receipt of a written notice (a "Notice of Superior
Proposal") advising Purchaser that the Board of
Directors has received a Superior Proposal,
specifying the material terms and conditions of such
Superior Proposal and identifying the person making
such Superior Proposal.
C. In addition to the obligations of Seller set forth in
Section XIII above, Seller shall promptly advise
Purchaser orally and in writing of any request for
information or of any Acquisition Proposal, or any
inquiry with respect to or which could lead to any
Acquisition Proposal, the material terms and
conditions of such request, Acquisition Proposal or
inquiry, and the identity of the person making any
such Acquisition Proposal or inquiry. Seller will
keep Purchaser fully informed of the status and
details of any such request, Acquisition Proposal or
inquiry.
D. Seller shall immediately cease and cause to be
terminated all existing discussions and negotiations,
if any, with any parties (other than Purchaser)
conducted heretofore with respect to any Acquisition
Proposal.
XIV. Termination Fee. So long as Purchaser has not materially
breached its obligations under this Agreement, Seller shall
pay Purchaser, immediately available funds in the amount of
Four Hundred Fifty Thousand Dollars ($450,000) upon
termination of this Agreement pursuant to Section XII(A)(7).
The parties agree that the termination fee is intended, among
other things, to cover Purchaser's opportunity costs, loss of
benefit of the bargain, and actual expenses incurred, and
Seller agrees that such fee is fair and reasonable under the
circumstances.
XV. General Provisions.
A. Unless otherwise provided herein, all
representations, warranties and agreements herein
contained shall remain operative and in full force
and effect regardless of any investigation made by or
on behalf of either party and shall survive the
Closing and shall continue and not be merged by
reason of the execution and delivery of any documents
of conveyance hereunder.
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B. Whether or not the transactions contemplated herein
shall be consummated, the parties hereto shall pay
their own respective expenses incident to the
preparation of its Agreement and to the consummation
of the transactions provided for herein.
C. Except as set forth in Schedule XV.C, each party
hereto hereby represents to the other that no broker
or finder has acted for or on its behalf in
connection with this Agreement or the transactions
contemplated hereby, and each party hereby
indemnifies the other against all claims for broker's
and finder's fees allegedly due under any agreement
or understanding between such party and any third
party.
D. This Agreement shall be binding upon, and shall inure
to the benefit of, and be enforceable by, the parties
and their respective legal representatives, heirs,
legatees, successors and assigns.
E. The paragraph headings contained in this Agreement
are for reference purposes only and shall not affect
in any way the meaning or interpretation of this
Agreement.
F. This Agreement constitutes the entire contract
between the parties hereto with respect to the
subject matter hereof and may not be changed,
modified or amended, except by an instrument in
writing signed by the party against whom any such
change, modification or amendment is asserted.
G. This Agreement may be executed in any number of
counterparts, each of which when executed and
delivered shall be an original, but all such
counterparts shall constitute one and the same
instrument.
H. This Agreement shall be governed and construed in
accordance with the laws of the State of North
Carolina.
I. Any notices under this Agreement are deemed given on
the date mailed by registered or certified mail and
shall be sent to Seller's Representative at the
following address:
Seller
00000 Xxxxxxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Attention: President
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With a copy to:
Xxxxxx Xxxxxx
Xxxxxx Xxxxxxx PLLC
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Purchaser:
Laboratory Corporation of America
Holdings
Attention: Xxxxxx X. Xxxxx
000 Xxxxx Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
With a copy to:
Laboratory Corporation of America
Holdings
000 Xxxxx Xxxx Xxxxxx, Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: General Counsel
With a copy to:
Xxxx X. Xxxxx, Esquire
Mezzullo & XxXxxxxxxx
0000 Xxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx Xxxxxxxx 00000-0000
J. The parties hereto agree to the allocation of the
purchase price indicated on Schedule XV.J attached
hereto.
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K. Reasonable Efforts. Upon the terms and subject to the
conditions set forth in this Agreement, each of the
parties agrees to use reasonable efforts to take, or
cause to be taken, all actions, and to do, or cause
to be done, and to assist and cooperate with the
other parties in doing, all things reasonably
necessary, proper or advisable to consummate and make
effective, in the most expeditious manner
practicable, the transactions contemplated by this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
ATTEST: LABORATORY CORPORATION OF AMERICA
HOLDINGS
/s/ Xxxx X. Xxxxx By: /s/ Xxxxxxxx X. Xxxxx
------------------------------- ------------------------------
Executive Vice President
ATTEST: UNIVERSAL STANDARD HEALTHCARE, INC.
/s/ Xxxx X. Xxx By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------- ------------------------------
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SCHEDULES TO PURCHASE AGREEMENT
28
SCHEDULES TO PURCHASE AGREEMENT
INDEX
Schedule I. A -- Form of Customer List
Schedule I. B -- Tangible Assets
Schedule II. A -- Trade Payables
Schedule II. C -- Assumed Liabilities
Schedule III.C.1 -- Form of General Assignment and Xxxx of Sale
Schedule III.C.3 -- Form of Lease Assignment
Schedule III.C.4 -- Form of Property and Equipment Lease (Sublease)
Schedule III.C.5 -- Form of Laboratory Services Agreement
Schedule III.C.6 -- Form of Assumption and Assignment Agreement
Schedule III.C.7 -- Form of Co-Marketing Agreement
Schedule III.C.8 -- Form of Transition Services Agreement
Schedule IV.B. -- Due Authorization
Schedule IV.C. -- Customers and Customer Relations
Schedule IV.E -- Transactions Since April 30, 1998
Schedule IV.F. -- Due Inquiry
Schedule IV.I -- Taxes
Schedule IV.J -- Insurance
Schedule IV.P -- Employees
Schedule VI.C -- Seller's Opinion of Counsel
29
Schedule VII.D -- Purchaser's Opinion of Counsel
Schedule VIII. -- Form of Non-Compete Agreement
Schedule X.D.6 -- Business Prospects
Schedule XV.C -- Brokers or Finders
Schedule XV.J -- Allocation of Purchase Price
