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EXHIBIT 10.4
EXECUTION COPY
TRANSITION SERVICES AGREEMENT
THIS
TRANSITION SERVICES AGREEMENT, is dated as of, and effective as
of,
February 22, 2005 (this "Agreement"), and
is by and between SENTIGEN HOLDING
CORPORATION, a Delaware corporation
("Sentigen"), and CELL & MOLECULAR
TECHNOLOGIES, INC., a Delaware corporation
("CMT", and together with Sentigen,
collectively, the "Sellers"), and CHEMICON
SPECIALTY MEDIA, INC., a Delaware
corporation ("CSM"), CHEMICON
INTERNATIONAL, INC., a California corporation
("Chemicon"), and SEROLOGICALS CORPORATION,
a Delaware corporation
("Serologicals", and together with CSM and
Chemicon, collectively, the "Buyers")
(collectively, the "Parties").
RECITALS
WHEREAS,
pursuant to an Asset Purchase Agreement, dated the date hereof
(the "Purchase Agreement"), by and among
Sellers and Buyers, CSM has purchased
from CMT and CMT has sold to CSM, all of
the assets comprising or used in the
operations of the Specialty Media Division
(the "Division") of CMT; and
WHEREAS,
in order to provide for an efficient and orderly transition of
the ownership and management of the
business of the Division, Sellers have
agreed to enter this Agreement to provide
certain transition services after the
Closing to Buyers on the terms and
conditions set forth herein;
NOW,
THEREFORE, in consideration of the mutual covenants and
agreements
herein expressed and for other good and
valuable consideration, the receipt and
sufficiency of which are hereby
acknowledged, the Parties hereto agree as
follows:
ARTICLE I
CONSTRUCTION
Section
1.1. Definitions and Interpretation. Capitalized terms used but
not otherwise defined in this Agreement
shall have the meanings ascribed to such
terms in the Purchase Agreement. All
references to Articles and Sections shall
be deemed to be references to Articles and
Sections of this Agreement unless the
context shall otherwise require. The
headings of the Articles and Sections are
included for convenience of reference only
and are not intended to be part of or
to affect the meaning or interpretation of
this Agreement. Any reference in this
Agreement to a "day" or a number of "days"
(without the explicit qualification
of "business") shall be interpreted as a
reference to a calendar day or number
of calendar days. The definitions
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of terms defined herein shall apply equally
to both singular and plural forms of
the defined terms.
ARTICLE II
TRANSITION SERVICES
Section
2.1 In General. During the period beginning on the Closing Date
and ending at the close of business on June
30, 2005, subject to such extensions
as may be mutually agreed to by the parties
in writing and subject to the right
of the Buyers to terminate the obligation
of the Sellers hereunder as provided
below (the "Transition Period"), the
Sellers agree to furnish, or to cause their
respective affiliates to furnish, to the
Buyers the services specified in the
following subsections of this Article II
and such other services as the Parties
shall mutually agree are necessary to
effect an orderly transition of the
ownership of the business of the Division
from the Sellers to Buyers (referred
to herein collectively as the "Transition
Services"). During the Transition
Period, the Sellers agree to furnish, or to
cause their respective affiliates to
furnish, the services of such persons whose
services shall be reasonably
necessary to provide the Transition
Services (the "Transition Employees"). The
Transition Employees shall be available to
provide Transition Services for
Buyers but shall not be required to devote
their full time and attention to the
Transition Services. The work schedule of
the Transition Employees shall be as
mutually agreed upon by the parties. The
Buyers shall be permitted, upon the
provision of not less than 30 days' notice
to the Sellers, to instruct the
Sellers to cease providing some or all of
the Transition Services.
Section
2.2. Management Information and Telecommunications Services.
During the Transition Period, the Sellers
(i) shall permit the Division's
information technology equipment to remain
connected to the Sellers' internal
computer network and shall provide network
helpdesk and support sufficient to
ensure the operation of such equipment and
such network on the same basis as the
Sellers' equipment and network operate;
(ii) shall provide the Division with
access to Microsoft Outlook, Microsoft
Word, Microsoft Excel and Microsoft
PowerPoint to the extent permitted by the
Sellers' licenses with Microsoft
Corporation; (iii) shall provide the
Division and the Buyers with access to the
Sellers' MAS 200 accounting software to the
extent permitted by the Sellers'
licenses with Best Software, Inc.; (iv)
shall permit the Division's
telecommunications equipment to remain
connected to the Sellers' telephone
switch; and (v) shall provide local and
long distance telephone service and
internet access to the Division to the
extent permitted by the terms of the
Sellers' existing agreements with its
service providers. If the provision of any
management information or
telecommunications service to be provided by the
Sellers would infringe or violate a
license, royalty agreement, or other
agreement or arrangement to which either
Seller is a party, then the Sellers
shall provide Buyers with notice of said
potential infringement or violation (a
"MIS Violation Notice"). Within ten days
following receipt of a MIS Violation
Notice, the Sellers shall cease providing
the management information service
that was subject to the MIS Violation
Notice.
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Section
2.3. Accounting. During the Transition Period, the Sellers
shall,
or shall cause their respective affiliates
to, provide the following accounting
services to the Buyers with respect to the
Division: (i) generating invoices to
customers; (ii) mailing invoices; (iii)
receiving cash payments and remitting
such cash payments in accordance with
Buyers' instructions; (iv) overseeing
accounts payable administration; (v)
issuing to vendors checks drawn off Buyers'
accounts; (vi) recording the acquisition or
disposition of fixed assets; and
(vii) assisting with the transfer of all
accounting data recorded by the Sellers
to the Buyers' financial system. With
respect to the accounting Transition
Services described in clause (vii) of the
preceding sentence, the Sellers shall
provide batch posting reports with respect
to all accounting data recorded by
the Sellers in Microsoft Excel format. The
accounting Transition Services
provided pursuant to this Section 2.3 will
be supervised by the Sellers' senior
accounting management. The accounting
Transition Services shall not include the
following: (i) general ledger creation or
maintenance; (ii) financial statement
preparation; (iii) credit analysis; or (iv)
tax reporting, preparation,
compliance or planning.
Section
2.4. Document Management. During the Transition Period, the
Sellers agree to assist the Buyers to
identify and to retrieve any of the
Division's historical business records that
have been co-mingled with the
Sellers' historical business records.
ARTICLE III
PAYMENT FOR TRANSITION SERVICES
Section
3.1. Pricing. The Buyers shall pay to Sellers for the
Transition
Services a fee for the Transition Services
in accordance with the
