Exhibit 10.1
LIMITED LIABILITY COMPANY PURCHASE AGREEMENT
This Interests
Purchase Agreement (“Agreement”) is entered into as of
May 30, 2009 by and between Narayan Torke (“Seller”),
Hartlab LLC (the “Company”) and Adeona
Pharmaceuticals, Inc., (“Purchaser”). Purchaser, the
Company and Seller may collectively be referred to as the
“Parties.”
WHEREAS, Seller is the record owner and holder of all of
the issued and outstanding membership interests of Hartlab LLC (the
“Company”), an Illinois limited liability company;
and
WHEREAS, the Parties desire to enter into this Agreement
pursuant to which Purchaser will purchase from Seller all of the
outstanding membership interests of the Company.
NOW,
THEREFORE, in
consideration for the promises set forth in this Agreement, the
Parties agree as follows:
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PURCHASE AND
SALE: Subject
to the terms and conditions set forth in this Agreement, Purchaser
hereby agrees to purchase from Seller, and Seller hereby agree to
sell, transfer and convey to the Purchaser all of the interests of
the Company, representing all of the issued and outstanding
membership interests of the Company (the
“Interests”). The transaction shall also
include all the sale and transfer of the operating assets of the
Company listed on Exhibit A, an obligation of Seller to pay the
remaining $74,000 in lease expenses for the clinical equipment over
the remaining term of such leases with the Buyer to pay in full all
other leases, right of Purchaser to make employment offers to any
or all of the Company’s existing employees after closing and
all existing contracts that do not have change in control
provisions, and for those that do, the Parties shall attempt to
seek to negotiate such change in control authorization to continue
such agreements in effect. The Purchaser shall assume
the existing real estate lease and seek and obtain the
landlord’s consent to the change in ownership and a full
release of Seller. The Parties shall cooperate in good
faith in the transfer of the CMS license and Illinois Dept. of
Public Health license, including a power of attorney in favor of
the Company following ownership transfer to the Purchaser until
such licenses are transferred by CMS and Illinois.
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PURCHASE
PRICE: The
purchase price for all of the shares of Interests shall be Two
Hundred and Eighty Thousand dollars ($280,000) (the “Purchase
Price”) with Fourteen Thousand dollars ($14,000) to be paid
in cash to the Seller as a nonrefundable earnest payment creditable
against the Purchase Price contemporaneous with the execution of
this Agreement and the remainder of the Purchase Price of Two
Hundred and Sixty Six Thousand dollars ($266,000) to be paid in
cash to the Seller on June 30, 2009 unless an earlier closing date
is agreed to in writing signed by both parties (the
“Closing”). Cash payments made by Purchaser
shall be made by certified checks from Purchaser to Seller upon
execution of this Agreement by Seller and at the
Closing.
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CLOSING: The closing contemplated by this
Agreement for the transfer of the Interests and the payment of the
Purchase Prices shall take place at the offices of Hartlab LLC on
June 30, 2009 at 9:00a.m. CT unless an earlier closing date is
agreed to in writing signed by both parties (the
“Closing”). The certificates representing
the Interests shall be duly endorsed for transfer or accompanied by
an appropriate Interests transfer and the charter of Hartlab shall
be duly amended to provide for Purchaser to become the new owner of
all of the outstanding Interests. The Company shall
notify the Federal CMS and Illinois licensing agency of the
transfer and Seller and Company shall provide a power or attorney
to continue the business of the Company under his CLIA license
until such license shall have been transferred by
CMS. Purchaser’s obligation to close shall be
conditioned upon the satisfactory completion of Purchaser’s
due diligence determined in Purchaser’s sole discretion which
Seller shall undertake and complete on or before the
Closing. Should Purchaser not be satisfied with the
outcome of its due diligence and elect not to close on June 30,
2009, Purchaser shall forfeit the $14,000 nonrefundable earnest
payment and the Parties shall have no further obligation under this
Agreement.
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