Final Accounting Agreement for Non FIN 5 Raw Materials under Asset Purchase Agreement among Merck & Co., Cherokee Pharmaceuticals LLC, and PRWT Services, Inc.

Summary

This agreement finalizes the accounting for certain raw materials at the Cherokee Plant as part of an asset purchase between Merck & Co., Inc. (Seller), Cherokee Pharmaceuticals LLC (Buyer), and PRWT Services, Inc. (Buyer Parent). The parties agree on a final purchase price of $10,512,880 for the specified materials, with $6,800,000 covered by a promissory note and the remaining $3,712,880 due as per the original agreement. The agreement ensures all parties are clear on payment obligations and the value of transferred inventory as of the closing date.

EX-10.58.2 269 v150341_10-58x2.htm Unassociated Document

Exhibit 10.58.2

February 11, 2008

Asset Purchase Agreement (“APA”), dated as of January 1, 2008, by and between Merck & Co., Inc. (“Seller”), Cherokee Pharmaceuticals LLC (“Buyer”) and PRWT Services, Inc. (“Buyer Parent”) as amended by the First Amendment to Asset Purchase Agreement (“First Amendment”), dated as of January 1, 2008 – Final Accounting of Non FIN 5 Raw Materials.

Pursuant to Section 3.1(c) of the APA (as set forth in Section 1(k) of the First Amendment), Seller, Buyer and Buyer Parent agree as follows:

The Attached Schedule 3.1(c)-1 represents the final accounting (“Final Accounting”) of the Non FIN 5 RM at the Cherokee Plant as of the Closing Date.

Based on the Final Accounting, the final Non FIN 5 Purchase Price and the final Non FIN 5 Payment Amount, each, is $10,512,880. The sum of $6,800,000 of the final Non FIN 5 Purchase Price and the final Non FIN 5 Payment Amount is represented by the Non-FIN 5 Promissory Note. The remaining sum of $3,712,880 of the final Non FIN 5 Purchase Price and the Non FIN 5 Payment Amount is due and payable (and payment guaranteed) in accordance with Section 3.1(c) of the APA.

Capitalized terms in this letter shall have the meaning set forth in the APA and First Amendment.

	MERCK & CO., INC.

	By:
	Name:
	Title:

	CHEROKEE PHARMACEUTICALS LLC

	By:
	Name:
	Title:

	PRWT SERVICES, INC.

	By:
	Name:
	Title:

Schedule 3.1(c)-1

Final Accounting of the Non FIN 5 RM at the Cherokee Plant as of the Closing Date

BU		OBJ		SUB		Description	Cherokee
	50305		1110		000	Inventory - Raw Materials		7,882,747
	50305		1210		010	Inventory - Packaging Components and Containers		223,425
	50305		1315		000	Inventory - Work in Process		707,504
	50305		1515		000	Inventory - Finished Goods		-
	50305		1315		060	Inventory - Work in Process - Factory 6		115,716
	50305		1315		070	Inventory - Work in Process - Factory 7		173,823
	50305		1315		450,621	Inventory - Work in Process - Consignment J Mathey - Precious Metals		990,017
	50305		1315		520	Inventory - Work in Process - Consignment Safety Kleen - Solvents		17,815
	50305		1703		010	Inventory - Other - Deferred Production Variances		62,667
	50305		1715		030	Inventory - Other - Fuel Oil		542,100
	50305		1815		050	Inventory - Reserves		(202,933	)
						TOTAL		10,512,880