WARRANTY BILL OF SALE of LABORATORYEQUIPMENT
EX-10.6 9 ex10-6.htm WARRANTY BILL OF SALE OF LABORATORY EQUIPMENT SEC Connect
Exhibit 10.6
WARRANTY BILL OF SALE of LABORATORY EQUIPMENT
BE IT KNOWN, that on November 25, 2016 that for good consideration and subject to the terms and conditions herein, and in payment of the sum of $80,000.00, the receipt and sufficiency of which is acknowledged, Q Therapeutics, Inc., (“Seller”) hereby sells and transfers to Majesco Acquisition II Corp., (“Buyer”) and its successors and assigned forever, the (“Property”) which is located at the site of Q Therapeutics, Inc. at 615 Arapeen Drive, Suite 102, Salt Lake City, Utah, 84108 (“Salt Lake City Facility”).
TERMS AND CONDITIONS
I.
Sale of Property: The Seller hereby sells to the Buyer the following-described Property, located at the site of Q Therapeutics, Inc. at 615 Arapeen Drive, Suite 102, Salt Lake City, Utah, 84108. Such property includes the tangible “Laboratory Equipment” as described in (Appendix A), as well as but not limited to the assignment of all warranties, claims, agreements, operating instructions, serial identification numbers, safety and handling notices, labels and warnings and service contracts for said property and furthermore to deliver all property safely, without damage and in functional working order. This bill of sale is intended to pass title to the Property from the Seller to the Buyer effective immediately following execution of this document and the transfer of funds.
II.
Payment. Buyer shall pay Seller the entire sum of $80,000.00 upon execution of this instrument. The sales price includes all appropriate federal, state and local taxes. Payment shall be made by wire transfer to “Q Therapeutics, Inc.”.
III.
Commitment to Transfer Laboratory Equipment. Seller shall sell, transfer and assign to Buyer, and Buyer shall acquire and accept all right, title, and possession to, the Property, which is located at Seller’s Q Therapeutics, Inc. Facility at 615 Arapeen Drive, Suite 102, Salt Lake City, Utah, 84108 as of the date of complete execution of this instrument.
IV.
Compliance with Laws. Buyer shall comply with, and cause its employees, contractors and agents to comply with, all applicable federal, state and local laws and regulations, orders, and ordinances and the like, relative to any use, maintenance, or transfer / transport of the Property including but not limited to, environmental, health and safety, and transportation laws and regulations.
V.
Inventory of Laboratory Equipment. Buyer and Seller agree that the list attached hereto as Appendix A shall comprise the inventory of all Laboratory Equipment sold to Buyer.
VI.
Seller’s Grant of Access. While Seller is occupying the Salt Lake Facility, Seller shall grant Buyer’s employees, contractors and agents, reasonable access to Seller’s Salt Lake City Facility to inspect, service or remove Laboratory Equipment. Buyer shall notify Seller at lease twenty-four (24) hours in advance of its need to access the Seller’s Salt Lake City Facility.
VII.
Health & Safety. Buyer acknowledges that it is familiar with the potential environmental, health and safety risks associated with the Laboratory Equipment and the Seller’s Salt Lake City Facility. Except as otherwise provided herein, Buyer shall be solely responsible for the health and safety of its employees, contractors, and agents during the performance of its transfer operations.
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VIII.
Representations, Warranties & Indemnifications.
IX.
Seller warrants to Buyer that Seller has full authority to sell and transfer said Laboratory Equipment described in Appendix A, and that said property is sold free of all liens, encumbrances, liabilities, and adverse claims of every nature and description whatsoever.
X.
Seller warrants that it has title to the Laboratory Equipment described in Appendix A free of any claim or encumbrance by others.
XI.
Seller warrants that upon assignment of said property all warranties, claims, agreements, operating instructions, serial identification numbers, safety and handling notices, labels and warnings and service contracts will be delivered to the Buyer in a complete file.
XII.
The Seller and Buyer each represent and warrant that the individuals executing this instrument on behalf of their respective entities have been duly authorized to do so.
XIII.
Seller represents, warrants and indemnifies that all Laboratory Equipment in Appendix A is in working condition and capable of full operation. Seller has no knowledge of any hidden defects in and to the Laboratory Equipment, and believes to the best of the Seller's knowledge that the Equipment being sold is in good operating condition. If within 60 days following the execution of this sale, it is discovered by the Buyer that any piece of equipment is not in working condition or capable of full operation, then Seller agrees to a full refund of that specific piece of equipment according to the price listed in Appendix A.
XIV.
Seller represents that there are no known violations of federal, state or local laws, rules or regulations with respect to the property or its prior use by Seller and that there are no known prior, present or perceived future liabilities of said property.
XV.
Buyer represents that the Laboratory Equipment sold to Buyer is intended for use in lawful Research & Development operations.
XVI.
Entire Agreement. The language contained herein constitutes the entire agreement of the Parties with respect to the matters contained herein and may only be modified in writing.
XVII.
No Waiver. The failure of either Party to insist on strict performance of the terms hereunder shall not be deemed as a waiver of any rights or remedies that such Party may have for any subsequent breach, default, or non-performance and either Party’s right to insist on strict performance of this instrument. No waiver is valid unless set forth in writing signed by the waiving Party.
XVIII.
Governing Law. This instrument and the legal relations between the parties hereto shall be governed by and construed in accordance with the laws of the State of Utah.
XIX.
Successors and Assigns. This instrument shall be binding upon and inure to the benefit of the Parties and their successors and assigns.
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IN WITNESS WHEREOF, this instrument has been executed as of the last date provided below.
| | Q Therapeutics, Inc. By: ______________________________________ Printed Name: Steven J. Borst Title: President and CEO Date: November 25, 2016 Majesco Acquisition II Corp By: ______________________________________ Printed Name: John Stetson Title: President Date: November 25, 2016 |
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APPENDIX A “Laboratory Equipment”
| Item | Price (each) | Quantity | Total |
| Animal Care Systems M.I.C.E rodent caging system 56-Cages | $745 | 1 | $745 |
| Animal Care Systems M.I.C.E rodent caging system 84-Cages | $1,000 | 1 | $1,000 |
| Beckman GS6R Centrifuge | $700 | 1 | $700 |
| Beckton Dickinson Analytical FACScan | $500 | 1 | $500 |
| Break Room Tables (5 square, 1 round) | $25 | 6 | $150 |
| Castle 55C biosign incubator steam | $92 | 1 | $92 |
| Corning hot plate/stirrer | $150 | 2 | $300 |
| DuPont RC 58 Refrigerated Sorvall Centrifuge | $3,000 | 1 | $3,000 |
| Fisher Scientific Dry Batch Incubator | $100 | 1 | $100 |
| Fisher Scientific Isotemp oven | $1,000 | 1 | $1,000 |
| Fisher Scientific Micro 17 Accuspin Centrifuge | $900 | 1 | $900 |
| Fisher Vortex Genie (X5) | $100 | 5 | $500 |
| Forma Scientific Biol Safety Cab Tissue Cult Hood Class 2A 4ft. | $100 | 1 | $100 |
| Forma Scientific Biol Safety Cab Tissue Cult Hood Class 2A 6ft. | $500 | 1 | $500 |
| Forma Scientific CO2 water jacket Incubators (X4) | $2,500 | 4 | $10,000 |
| Frigidaire Deli-Box Freezer | $300 | 1 | $300 |
| GeneMate Ho400 hybridization oven | $300 | 1 | $300 |
| Getinge Castle - Vacuum Steam Sterilizer 233 Autoclave, Steam Boiler, Loading Cart, Transfer Carriage | $10,000 | 1 | $10,000 |
| Glassware Storage Cabinets with Glassware | $300 | 1 | $300 |
| Hosizaka America Ice Machine | $2,000 | 1 | $2,000 |
| Iso temp 202 Fisher scientific water bath | $250 | 2 | $500 |
| Iso Temp 210 water bath | $250 | 2 | $500 |
| Jet Tech F-18 DP Dishwasher for Mouse Room | $1,500 | 1 | $1,500 |
| Lab Stools delux | $50 | 16 | $800 |
| Lab Utility Cart | $25 | 3 | $75 |
| Labnet C-1200 Mini Centrifuge | $150 | 2 | $300 |
| Leica DMLB Microscope with Olympus Camera | $12,500 | 1 | $12,500 |
| Microm Accu-Edge Cryostat Blade Holder, Universal | $500 | 1 | $500 |
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| Microm HM 500 Cryostat | $4,000 | 1 | $4,000 |
| MJ Research Optican II PCR Analyzer | $1,000 | 1 | $1,000 |
| Molecular Devices SprectraMax M2 Micro Plate Reader | $4,500 | 1 | $4,500 |
| Nikon TMS microscope | $2,000 | 1 | $2,000 |
| Nuaire Biological Safety Cab 425.600 6ft tissue culture hood | $1,300 | 1 | $1,300 |
| Olympus BX41 fluorescent Microscope system | $10,000 | 1 | $10,000 |
| Olympus CKX41 fluorescent microscope system | $10,000 | 1 | $10,000 |
| PLAPON2X, 2x Plan Apochromatic Objective | $500 | 1 | $500 |
| PolyScience H20 water Bath | $100 | 1 | $100 |
| ProStar 363 Flourescent Detector w/ Galaxie CDS | $100 | 1 | $100 |
| Sorvall GSA Benchtop Centrifuge | $200 | 1 | $200 |
| Spectroline Model TL-312R Transilluminator | $500 | 1 | $500 |
| Thermo Electron Micromax Centrifuge w/ Rotor | $300 | 1 | $300 |
| Thermo Fisher SmartVue Temperature Monitoring System | $2,500 | 1 | $2,500 |
| Thermo Scientific Model 7456 Cyromed controlled rate freezer | $4,000 | 1 | $4,000 |
| Thermo Scientific Revco 45.8 cf Lab Refrigerator - Sliding Glass | $1,500 | 1 | $1,500 |
| Upright Freezer | $150 | 1 | $150 |
| Upright Freezer | $150 | 1 | $150 |
| Vacuum Pump | $400 | 1 | $400 |
| Various - DI Water filtration / distribution system, Vacuum system, Pipettors, Pipette puller, Pipette aids; Gel Boxes and power supplies, Computer network hubs, Firewall; iRicoh Network copy machine/printer, scanner; HP Network Printers; filing cabinets, all office and conference room tables/ desks/ chairs; shelving, equipment cabinetry | $0 | Group inclusion | $0 |
| VWR Orbital Shaker | $150 | 1 | $150 |
| Zeiss Axio vert 25 microscope | $2,500.00 | 1 | $2,500 |
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