PERMETHRIN ASSET SALE AGREEMENT

Exhibit 10.12

Permethrin Asset Sale Agreement

THIS PERMETHRIN ASSET SALE AGREEMENT is made as of the 13 ^th day of December, 2006, (the "Effective Date") between Syngenta Crop Protection, Inc., a Delaware corporation with its principal office at 410 Swing Road, Greensboro, NC 27409 ("Syngenta" or "Seller") and AMVAC Chemical Corporation, a California corporation with its principal office at 4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660 ("AMVAC" or "Purchaser").

WITNESSETH:

WHEREAS, Seller has been or currently is in the business of manufacturing, formulating, selling and marketing permethrin-based pesticide products for the agricultural and non-agricultural segments in the United States, Canada and Mexico under technical and end-use registrations granted by the US Environmental Protection Agency (the "USEPA"), Pesticide Management Regulatory Authorities, (the "PMRA") and the Mexican Comisión Federal para la Protección contra Riesgos Sanitarios ("COFEPRIS"), respectively, as more fully described in section 1.1(a) below (these collectively referred to as the "Permethrin Products");

WHEREAS , Seller has previously sold to Purchaser one (1) of its other permethrin-based pesticide products (referred to as "Ambush 25"); and

WHEREAS , Seller owns certain assets related to the Permethrin Products for use in the agricultural and non-agricultural segments it desires to sell to Purchaser and Purchaser desires to purchase such assets from Seller all on the terms and conditions set forth herein.

NOW, THEREFORE , in consideration of the warranties, representations, covenants and agreements hereinafter set forth, Seller and Purchaser covenant and agree as follows:

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

ARTICLE 1

Purchase and Sale of Permethrin Assets; Purchase Price

Subject to the terms and conditions of this Agreement, and upon the closing which shall be on or around December 13, 2006 ("Closing") Seller shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase, as hereinafter defined, all of Seller’s right, title and interest in and to those certain assets of Seller related exclusively to the Permethrin Products as of the date hereof, which are listed in this Section 1.1 below (the "Permethrin Assets"), as set forth below and on Schedule 1.1 (e):

(a) three (3) end-use USEPA pesticide registrations: (i) Ambush® 2EC Insecticide, USEPA Registration No. 100-985, (ii) Ambush® 4E, USEPA Registration No. 100-1110, and (iii) Prelude® Insecticide, USEPA Registration No. 100-997; one (1) technical USEPA pesticide registration, (i) Permethrin Technical, USEPA Registration No. 100-984; four (4) end-use PMRA pesticide registrations: (i) Ambush® 500EC Insecticide, PMRA Registration No. 14882.00, (ii) Ambush® 50EC Insecticide, PMRA Registration No. 14976.00, (iii) Prelude 240EC, PMRA Registration No. 26509.00, and (iv) Prelude Synthetic Pyrethroid Insecticide, PMRA Registration No. 24469.00; one (1) technical PMRA pesticide registration, Permethrin Technical Insecticide, PMRA Registration No. 18059.00; four (4) end-use COFEPRIS pesticide registrations: (i) Ambush® 25 Insecticide, RSCO-INAC-0156-311-002-025, (ii) Ambush® 50 Insecticide, RSCO-INAC-0156-006-009-048, (iii) Ambush® 34 Insecticide, RSCO-INAC-0156-005-009-034, and (iv) Class® 18% Insecticide, RSCO-INAC-0156-319-009-018; and one (1) technical COFEPRIS pesticida registration: Permethrin Technical, RSCO-INAC-0156-006-020-090, granted to Seller by the respective regulatory agency within each country as limited to the current labeled and approved agricultural and non-agricultural uses only (collectively the "Permethrin Registrations"); and confidential statements of formula related thereto and regulatory correspondence files directly and solely related thereto;

(b) Seller’s manufacturing and formulation manuals relating exclusively and solely to the technical and end-use formulations of the Permethrin Products covered by the Permethrin Registrations and know-how related thereto ("Permethrin Manufacturing and Formulation Manuals");

(c) an electronic version of Seller’s labels for the Permethrin Products;

(d) labeling, packaging and container specifications, and existing stocks for the Permethrin Products and list of suppliers (if available);

(e) electronic copies of available field efficacy reports and data slides for the Permethrin Products;

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

(f) a list of the Permethrin Products customers for calendar years 2004, 2005 and 2006 using Seller’s customer lists on its currently available computer databases;

(g) those certain studies solely specific to the Permethrin Registrations and owned by the Seller, either wholly or jointly owned, as set forth on Schedule 1.1(g), hard copies of which will be transferred solely to the extent reasonably accessible and retrievable by Seller;

(h) the trademarks "Ambush", and Prelude (the "Permethrin Trademarks") in the territories of the United States, Mexico and Canada (collectively the "Territory");

(i) any post-Closing data compensation rights related solely to the Permethrin Products for both the technical and end-use registrations;

(j) existing marketing and promotional materials related to the Permethrin Products;

(k) on-hand inventories related to the Permethrin Products at the time of Closing;

(l) The European Drug Master File for Permethrin Technical; and

(m) Third party contracts set forth on Schedule 1.1(m) and Purchaser hereby expressly agrees to be bound by the terms and conditions thereof.

Such Permethrin Assets listed above shall be transferred from Seller to Purchaser within thirty (30) days from the Closing.

(a) Notwithstanding anything to the contrary set forth in this Agreement, there shall be excluded from the Permethrin Assets being acquired from or procured by the Seller: (i) any property or rights which are not expressly included in Section 1.1 of this Agreement, including without limitation, property or rights related to Seller’s Cold Creek, Alabama manufacturing facility or Seller’s employees; any of Seller’s manufacturing processes or agricultural chemicals other than the Permethrin Manufacturing and Formulation Manuals; and any rights to repayment of tax relating to any period prior to the Closing; (ii) any cash (including cash equivalents and securities) on hand or on deposit as of the Closing, as hereinafter defined, owned by Seller or Seller’s Affiliates (as hereinafter defined); (iii) the benefit of any insurance coverage or policies; (iv) all

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

accounts receivable relating to the sale or distribution of the Permethrin Products by Seller or Seller’s Seller’s Affiliates; (v) the trademarks or trade names consisting of or including the words "Syngenta," "Zeneca" or derivatives thereof; (vi) any patents or patent applications relating to any matter whatsoever; (vii) any know-how, trade secret or other proprietary information other than that listed above; and (viii) except as expressly provided in Section 1.1(e) and 1.1(g) any and all regulatory data relating to any other active ingredient owned by Seller and Seller’s membership in or rights to participate on any task forces organized for generation of submission of regulatory data to the USEPA, and any data compensation rights related to the foregoing, except as stated in Section 1.1(i). Further, nothing in this Agreement shall affect any of Seller’s or Seller’s Seller’s Affiliates’ right to manufacture, sell, or distribute any product whatsoever, except as provided in Section 9.15.

(b) After the Closing Date, Purchaser hereby provides to Seller or Seller’s Affiliates a world-wide, non-exclusive, perpetual, irrevocable, fully-paid up royalty free license to cite any data purchased and acquired by Purchaser hereunder, that is necessary to support Seller’s Affiliates’ registrations outside the Territory or in the event that Seller is required to cite the data or to use the data in support of a product liability claim that arose prior to the Closing Date.

It is expressly understood and agreed by Seller that Purchaser shall not assume or have any responsibility with respect to any obligations or liabilities related to the Permethrin Assets of Seller of any kind, which were created or arose prior to the Closing.

(a) For and in consideration of Seller’s sale of the Permethrin Assets (except for inventories) to Purchaser, upon satisfaction of the conditions of Closing set forth in Section 2.2 below, Purchaser agrees to pay Seller * (the "Purchase Price"), due upon the Closing. Purchaser also agrees to purchase all Permethrin related inventories in good and saleable condition as of the Closing at cost, in the amounts as set forth in Schedule 1.5 (a).

(b) All payments of the Purchase Price shall be made by wire transfer of good funds to Seller pursuant to the following instructions:

• • *

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

The allocation of the purchase price among such Permethrin Assets is set forth in Schedule 1.6 . Each party agrees to use Schedule 1.6 for the purpose of purchase price allocation and for the purposes of all income tax returns or reports filed by the parties, and neither party will voluntarily take a position inconsistent therewith upon examination of such tax return or report, in any claim, in any litigation or otherwise with respect to such tax returns, provided that any internal allocation between Seller and any other or Seller’s Seller’s Affiliates (if needed) of the amount attributed to Seller on Schedule 1.6 , shall be at Seller’s discretion. Each party agrees to prepare and file timely Internal Revenue Service Form 8594 (Asset Acquisition Statement), and any other form reasonably required by any governing agency in the USA, Canada and Mexico, to cooperate in every reasonable way with the other party in the preparation of such form and to furnish the other party with a copy of such form prepared as a draft, within a reasonable period before the due date for filing.

ARTICLE II

Effective Date and Further Assurances

This Agreement shall become effective on, and the term "Effective Date" as used herein shall mean, the date as written in the first paragraph of this Agreement.

(a) The purchase and sale of the Permethrin Assets shall be deemed to be completed on the Closing subject to the following conditions to Closing:

Seller shall deliver:

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

(ii) Within thirty (30) days after the Closing though sooner if reasonably possible, the parties shall deliver any other documents contemplated by this Agreement.

From time to time, pursuant to the request of the other party and without further consideration, Seller and Purchaser shall execute or have executed, and shall deliver such other instruments of sale, transfer, conveyance and assignment as the other party may reasonably request in order to sell, convey, transfer and assign to the other party or to perfect or record the other party’s interest in or title to the Permethrin Assets. All out-of-pocket costs of recording such instruments shall be borne by Purchaser.

ARTICLE III

Representations and Warranties of the Seller

Seller represents and warrants to Purchaser as follows:

Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

Neither the execution and delivery nor performance of this Agreement or the agreements contemplated hereby by Seller will, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any lien, charge or encumbrance on any of the Permethrin Assets pursuant to any provision of Seller’s By-Laws or Articles of

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

Incorporation or any material franchise, mortgage, deed of trust, lease, license, agreement, understanding, law, ordinance, rule or regulation or any order, judgment, award or decree to which Seller is a party or by which it is bound relating to the Permethrin Assets.

Seller has full corporate power and authority to enter into this Agreement and the related agreements referred to herein and has full power and authority to carry out the transactions contemplated hereby and thereby, and all corporate and other proceedings required to be taken by Seller to authorize the execution, delivery and performance of this Agreement and the agreements, instruments and other documents relating hereto have been properly taken or will have been properly taken. This Agreement and each of the other agreements, certificates and other documents relating hereto constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with their respective terms.

No material approval, consent, withholding of objection or other authorization is required to be obtained by Seller from any court, administrative agency or governmental authority in connection with the execution, delivery or performance of this Agreement by Seller or any other third party, other than the USEPA’s, PMRA’s and COFEPRIS’ processing of the transfers of the Permethrin Registrations from Seller to Purchaser and the respective trademark offices in the Territory processing of the transfers of the Permethrin Trademarks from Seller to Purchaser.

(a) Seller has good and marketable title to the Permethrin Assets either wholly or jointly owned by Seller and to be transferred by Seller to Purchaser hereunder free and clear of any leases, mortgages, liens, security interests, pledges or encumbrances of any kind or nature whatsoever. Seller is the registered owner of the Permethrin Trademarks in the Territory and has taken all actions necessary to maintain the registration of such trademarks.

(b) Seller expressly transfers to Purchases all right, title and interest in * (b)  and Purchaser hereby expressly agrees to be bound by the terms and conditions thereof.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

No finder, broker, agent or other intermediary has acted on behalf of Seller in connection with the introduction or bringing together of the parties hereto or the negotiation or consummation of the transactions contemplated by this Agreement. Seller has not made any representation, commitment or agreement by which Purchaser will be obligated to pay any commission, finder’s fee or other similar compensation to any third party in connection with the transactions contemplated by this Agreement.

As to the Permethrin Assets, there are no known claims, actions, suits, proceedings or investigations pending or to the knowledge of Seller, threatened, in law or in equity against Seller or Seller’s Affiliates, or before any federal, state, local or other governmental department, commission, board, agency or instrumentality.

With respect to the Permethrin Assets being sold hereunder, Seller is in compliance in all material respects with all federal, state, county and municipal laws, ordinances, regulations, rules and common law.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

With respect to the Permethrin Assets, Seller has no known outstanding powers of attorney.

With respect to inventories of Permethrin Products sold hereunder, such inventories are in good and saleable condition and have been maintained and accounted for in the ordinary course of business.

Within the twelve (12) month period immediately preceding the Closing Seller has distributed and sold Permethrin Products in the ordinary course and has not accelerated distribution of such products into channels of trade in anticipation of the sale of Permethrin Assets or for any other reason.

Seller has provided Purchaser with (i) complete and accurate sales records for the Permethrin Products for calendar years 2004, 2005 and 2006 through November 30, 2006, including sales by month, customer and location and (ii) complete and accurate financial information regarding such sales of Permethrin Products, including cost of goods, materials costs, labor, general and administrative, and gross margin.

EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III OR ELSEWHERE IN THIS AGREEMENT, SELLER AND SELLER’S AFFILIATES MAKE NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO ANY OF THE PERMETHRIN ASSETS OR THE BUSINESS OF MAKING, SELLING OR DISTRIBUTING THE PERMETHRIN PRODUCTS, EXPRESS OR IMPLIED, INCLUDING NO REPRESENTATIONS OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. EXCEPT AS PROVIDED IN THIS ARTICLE III, BUYER TAKES THE PURCHASED ASSETS AS-IS, WHERE-IS AND WITH ALL FAULTS.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

ARTICLE IV

Representations and Warranties of Purchaser

Purchaser represents and warrants to Seller as follows:

Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of California.

Neither the execution and delivery nor performance of this Agreement or the agreements contemplated hereby by Purchaser will, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any lien, charge or encumbrance pursuant to, any provision of the By-Laws or Articles of Incorporation of Purchaser, or any material franchise, mortgage, deed of trust, lease, license, agreement, understanding, law, ordinance, rule or regulation or any order, judgment, award or decree to which Purchaser is a party or by which it is bound.

Purchaser has full corporate power and authority to enter into this Agreement and the related agreements referred to herein and to carry out the transactions contemplated hereby and thereby, and all corporate and other proceedings required to be taken by Purchaser to authorize the execution, delivery and performance of this Agreement and the agreements, instruments and other documents relating hereto have been properly taken. This Agreement and each of the other agreements, certificates and other documents relating hereto constitute the valid and binding obligation of Purchaser, enforceable in accordance with their respective terms.

To Purchaser’s knowledge, no material approval, consent, withholding of objection or other authorization is required to be obtained by Purchaser from any court, administrative agency or governmental authority in connection with the execution, delivery or performance by Purchaser of this Agreement (including the related agreements referred to herein) or any other third party, other than the USEPA’s, PMRA’s and COFEPRIS’ processing of the transfers of the Permethrin Registrations from Seller to Purchaser and the respective trademark office in the USA, Canada and Mexico processing of the transfer of the Permethrin Trademarks from Seller to Purchaser.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

No finder, broker, agent or other intermediary has acted on behalf of Purchaser in connection with the introduction or bringing together of the parties hereto, or the negotiation or consummation of the transaction contemplated by this Agreement. Purchaser has not made any representation, commitment or agreement by which Seller will be obligated to pay any commission, finder’s fee or other similar compensation to any third party in connection with the transactions contemplated by this Agreement.

ARTICLE V

Covenants of Seller and Purchaser

Following the Closing, Seller and Purchaser shall jointly take such action as may be necessary to evidence or effectuate transfer of