Exhibit 10.80
PURCHASE AND SALE
AGREEMENT
This Agreement (the “
Agreement ”) is entered into as of the 24th day of
October, 2006, by and between Ascendiant PET Partners-I LLC
(“ Seller ”), and Molecular Imaging Corporation
(“ Buyer ”), in light of the
following:
A. Seller is the lessor, and Buyer
is the lessee, of three (3) separate coaches and accompanying
molecular imaging scanners/equipment (the “
Coaches”) , as more particularly described in three
(3) separate equipment lease agreements dated April 8,
1999 between Buyer and Finova Capital Corporation, identified as
Equipment Lease Number 4125 and related Lease Schedules
No. 4125.01, 4125.02 and 4125.03A, as assigned to Seller in
the Equipment Lease Modification Agreement and related agreements
dated May 2, 2003 between Buyer and Seller (the “
Leases ”). Buyer has actual physical possession of the
Coaches.
B. Buyer desires to purchase the
Coaches, and Seller is willing to convey the Coaches to Buyer, all
on the terms and conditions of the Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the mutual promises hereinafter set forth, it is
hereby agreed, by and between Seller and Buyer as
follows:
1. Seller hereby grants, bargains,
conveys and sells good and marketable title to the Coaches to
Buyer, free and clear of all liens, claims and encumbrances, for
the aggregate purchase price of Eighty Thousand ($80,000) dollars,
and Buyer hereby purchases the Coaches from Seller for said sum and
agrees to pay said sum by a certified or official bank check
payable to the order of the Seller or by wire transfer on or before
October 25, 2006.
2. The Leases shall be and are
hereby terminated immediately, provided, however, that termination
of the Leases (i) shall not alter or reduce Buyer’s
obligation for the future rent that otherwise would have become due
under the Leases, or (ii) the rights, powers, and remedies
Seller has under the Leases for Buyer’s default under the
Leases, except that Seller shall not have any security interest or
lien in, or rights of repossession of, the Coaches. Buyer and
Seller agree that the present value of the remaining payments Buyer
is required to make under the Leases as of September 30, 2006
is $290,978.99 (the “ Deficiency ”). For all
purposes Buyer’s sole remaining obligation under the Leases
shall be its obligation to pay
