DISTRIBUTION AGREEMENTDistribution Agreement • March 17th, 2003 • Healthcare Technologies LTD • In vitro & in vivo diagnostic substances • England
Dade Behring Marburg GmbH a company organized under the laws of Germany with its registered offices at Emil von Behring Strabe 76, 35041 Marburg, Germany ("Dade Behring"),
Deal Structure DocumentManagement Service Agreement • March 17th, 2003 • Healthcare Technologies LTD • In vitro & in vivo diagnostic substances
In general, Levine Family, LLC, a corporation incorporated under the law of North Carolina ("LF"), which is controlled by Dr. Martin Lee ("Lee"), Savyon Diagnostics Ltd. ("SV") and Healthcare Technologies Ltd., an Israeli publicly traded company (company registration number 52-003621-1) ("HC") agree that LF and HC will establish a new company ("Newco") which will be held in equal parts by HC and LF. LFwill loan to Newco US$ 1.2M (the "LF Loan"). Newco will purchase from SV certain assets of SV in consideration for US$ 1.9M to be paid as follows: US$ 1.2M in cash (using the proceeds of LF Loan), US$ 770K of which will be paid on the Execution Date (as defined below); additional US$ 430K of which, will be paid 90 days thereafter; and an additional US$ 700K in 35 monthly installment of US$ 20K each (with respect to which Newco will issue to SV 35 notes).
