Sale and Transfer Agreement between BioVex Limited and European Venture Partners II Annex Limited (August 25, 2006)
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Summary
BioVex Limited agrees to sell specified equipment to European Venture Partners II Annex Limited for €3,000,000 plus VAT. Legal ownership of the equipment transfers on the agreement date, but physical delivery does not occur. BioVex warrants it owns the equipment free of liens and that it is in good working order. The risk of loss remains with BioVex until otherwise specified in a related sub-lease agreement. The agreement is governed by English law. The equipment will be leased back to BioVex through a series of related lease agreements.
EX-10.9.1 11 b61114a2exv10w9w1.txt EX-10.9.1 SALE AND TRANSFER AGREEMENT Exhibit 10.9.1 SALE AND TRANSFER AGREEMENT BY AND BETWEEN BIOVEX LIMITED (as seller and transferor and lessee) and EUROPEAN VENTURE PARTNERS II ANNEX LIMITED (as purchaser, transferee and head lessor) Dated 25 / 08 / 2006 AGREEMENT BETWEEN (1) BIOVEX LIMITED incorporated in England with Registered Number ###-###-#### whose address is 70 Milton Park, Abingdon, Oxford OX14 4RX (the "lessee"); and (2) EUROPEAN VENTURE PARTNERS II ANNEX LIMITED, whose address is St Paul's Gate, New Street, St Helier, Jersey JE4 8ZB (the "Head lessor") RECITALS (A) The lessee wishes to sell the Equipment (as defined in this agreement) to the Head lessor on the terms set out in this agreement. (B) The Head lessor wishes to purchase the Equipment from the lessee. (C) The Head lessor by separate agreement shall lease the Equipment to Venture Leasing (UK) Annex Limited (Company Number 05758881) (the "Head lessee") (the "Master Head-lease Agreement") and Head lessee shall by separate agreement entered into on the date hereof between the Head lessee and the lessee (the "Master Sub-lease Agreement") lease the Equipment back to the lessee. IT IS AGREED as follows: 1. Definitions 1.1 The expressions used herein are those used in the Master Sub-lease Agreement, unless expressly stated otherwise herein. 1.2 "Transfer Date" means the date hereof. 1.3 "Equipment" means the products described in ANNEX 1 attached hereto. 2. SALE AND TRANSFER 2.1 The lessee hereby sells the Equipment with full title guarantee to the Head lessor with effect from the Transfer Date. 2.2 Physical delivery of the Equipment shall not take place but the parties hereby agree that the legal and beneficial ownership in the Equipment shall be transferred to the Head lessor with effect from the Transfer Date. 2 3. RISK All risk of loss, theft and damage of and to the Equipment from any cause whatsoever remains with the lessee until such time as determined under the Master Sub-lease Agreement. 4. PURCHASE PRICE In consideration for the sale and transfer of the Equipment, the Head lessor shall pay an aggregate purchase price of E3,000,000 plus value added tax at the prevailing rate of currently 17.5% 5. REPRESENTATIONS AND WARRANTIES OF THE LESSEE 5.1. The lessee represents and warrants that the following statements are true and accurate as at the Transfer Date: a) The lessee is the sole legal and beneficial owner of every item of the Equipment. The lessee can freely dispose of every item of the Equipment. b) The Equipment is free of any lien, encumbrance and other rights created for the benefit of third parties. c) The sale and transfer of the equipment and any part thereof does not require the consent of any other person or authority. The lessee is not restricted by any applicable law or any contract, agreement or arrangement to which it is a party to validly and effectively sell and transfer the equipment. There are no claims, options, rights of pre-emption or other agreements materially affecting the good and marketable title to the Equipment. d) The Equipment is of satisfactory quality within the meaning of the Sale of Goods Act 1979, has, if and as applicable, been properly installed, operated and maintained in accordance the manufacturer's instructions whilst in the possession or ownership of the lessee and is in good working order. e) The aggregate price to be paid by the Head lessor under clause 4 reflects the fair replacement value of the Equipment at the date of this Agreement. 6. MISCELLANEOUS 3 This Sales Agreement is governed by and interpreted in accordance with English law and the parties hereto submit to the exclusive jurisdiction of the English Courts in relation to any matter arising herefrom. Duly executed by the parties on the date set out on the front page SIGNED BY For and on behalf of BIOVEX LIMITED /s/ P. Astley-Sparke ---------------------------------------- Authorised Signatory SIGNED BY For and on behalf of EUROPEAN VENTURE PARTNERS II ANNEX LIMITED /s/ [ILLEGIBLE] ---------------------------------------- Authorised Signatory 4 ANNEX 1 ASSET REGISTER BIOVEX TOTAL SCHEDULE COMPANY NAME LIMITED DRAWDOWN DATE 25-AUG-06 AMOUNT LEASE AGREEMENT NO 6 COMMENCEMENT DATE 01-OCT-06 E3,000,000.00 DRAWDOWN NO 1 TERMINATION DATE 30-SEP-09
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