ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 19th, 2011 • Biozone Pharmaceuticals, Inc. • Services-business services, nec • Florida
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 16, 2011, is made by and among BIOZONE PHARMACEUTICALS, INC., a Nevada corporation (the “Company”), BAKER CUMMINS CORP., the Company’s wholly-owned subsidiary and a Nevada corporation (“Buyer”), and AERO PHARMACEUTICALS, INC., a Florida corporation (“Seller”).
BILL OF SALEBill of Sale • May 19th, 2011 • Biozone Pharmaceuticals, Inc. • Services-business services, nec
This BILL OF SALE (the “Bill of Sale”), dated as of the 16th day of May, 2011, is made and delivered by AERO PHARMACEUTICALS, INC., a Florida corporation (“Seller”), to BAKER CUMMINS CORP., a Nevada corporation (“Buyer”), pursuant to, and subject to the terms of, the Asset Purchase Agreement (the “Asset Purchase Agreement”) dated as of the date hereof by and among Seller, Buyer and Biozone Pharmaceuticals, Inc. (the “Company”). The terms of the Asset Purchase Agreement are incorporated herein by reference and capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Asset Purchase Agreement.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 19th, 2011 • Biozone Pharmaceuticals, Inc. • Services-business services, nec • Florida
WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of the date hereof by and among the Company, the Buyer and the Seller (the “Purchase Agreement”), the Seller agrees to assign and transfer to Buyer, and Buyer agrees to purchase, as of the Closing Date, all right, title and interest of Seller under the Contracts and all rights, title and interest of Seller being transferred pursuant to Section 2.1(a) of the Purchase Agreement; and
