The Jailhouse

[MONEYMADE]

(AVTI-MODS) NIR,Ribotsky all offtopic..no debt exchanged:

I covered this at .0002 with Bankshot and blew his silly arguments away. WHY IS THIS NONSENSE BY CHARLIE AND CREW BEING ALLOWED??? AVTI was purchased in 2008 by Carwild!!!! Cory was appointed as CEO...there is no conversion note see article III below.

Asset Purchase Agreement




THIS ASSET PURCHASE AGREEMENT (this " Agreement ") is made and entered into this ___ day of August, 2008, by and among Avitar Inc., Avitar Technologies, Inc., Avitar Industries, Inc., and Avitar Diagnostics, Inc., Delaware corporations (collectively, the "Seller"), and Carwild Corporation (the "Buyer"), a Delaware corporation.



RECITALS



A. Seller is engaged in, among other things, the manufacture and sale of hydrophilic medical grade foam (the " Business ").



B. Buyer desires to acquire the assets and related intellectual property associated with the Business from Seller and Seller desires to sell such assets and related intellectual property to Buyer under the terms specified in this Agreement.



ACCORDINGLY, the parties agree as follows:



ARTICLE I

ASSETS TO BE CONTRIBUTED BY SELLER



1.1. Assets Contributed by Seller. Upon the terms and subject to the conditions set forth in this Agreement, at Closing (as defined in Article 6 below), Seller shall sell to Buyer and Buyer shall purchase from Seller, all of Seller's right, title and interest in and to all of the Purchased Assets (defined below). The Purchased Assets shall be sold, conveyed and delivered to Buyer free and clear of all liens, claims, charges and encumbrances of any kind (each, an " Encumbrance " and together, " Encumbrances "). As used in this Agreement, the term " Purchased Assets " shall mean and include the assets identified on Exhibit 1.1 attached hereto, and the following (including all goodwill associated therewith):



A. Assumed Contracts. All of Seller's right and interest in, to and under those contracts, commitments, agreements, purchase orders, understandings and obligations, whether oral or written, between Seller and its Customers (as defined in Section 1.1(B) below) (the " Assumed Contracts ").



B. Customer/Supplier Lists. Any and all lists however kept, of those customers (each a " Customer " and together, the " Customers ") and suppliers (each a " Supplier " and together, the " Suppliers ") of Seller that acquired any product or services from, sold any product or services to, or entered into contracts to acquire any product or services from or to provide any product or services to, Seller relating to the Business.



C. Permits. To the extent legally assignable to Buyer, those permits, authorizations, franchises, licenses, consents, approvals, exemptions, classifications and certificates of any regulatory, administrative or other governmental agency or body held by Seller in connection with the ownership and operation of the Purchased Assets (the " Permits "), including without limitation FDA 510k's, CE marks and ISO certification to be transferred to Buyer.



D. Books and Records. All papers, records and files in Seller's care, custody or control relating exclusively to the Purchased Assets and the license and/or sale of Proprietary Rights as hereinafter defined, including, without limitation, all blueprints and specifications, sales records, maintenance and production records and plans and designs to the extent same exist and in whatever form stored (including electronic storage and access to such storage).



E. Proprietary Rights.



1. All of Seller's right, title and interest in and to the following rights relating to the Business (collectively, the " Proprietary Rights "):



(a) all know how, inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents (including without limitation US Patent # 5,891,074 for Pressure Wound Dressing granted Apr. 6, 1999 (expired)), patent applications and patent disclosures, together with all reissuances, continuations, divisions, continuations-in-part, revisions, extensions and reexaminations thereof;

(b) all trademarks, trade names, service marks, trade dress, logos, slogans, together with all translations, adaptations, derivations and combinations thereof (including, without limitation, the following:

Trademark Application or Registration No. Country Registration or Filing Date
HYDRAFOAM 1867977 Europe
HYDRAFOAM GB2398747 UK
HYDRASORB 1,714,942 U.S. 1992-09-15


(c) all copyrightable works, all copyrights including all applications, registrations and renewals in connection therewith;

(d) all mask works and all applications, registrations and renewals in connection therewith;

(e) all trade secrets and confidential business information, including ideas, research and development, know-how, formulas, composition, manufacturing and production processes and techniques, technical data, drawings, specifications, pricing and cost information and business and marketing plans and proposals;

(f) all advertising and promotional materials;

(g) any and all computer software, computer programs, computer servers, databases and other intellectual property of any kind, including without limitation the website under the domain name of http://hydrasorbwounddressings.com/_mgxroot/page_10740.html;

(h) all other proprietary rights including, without limitation, moral rights and waivers of such rights by others; and

(i) any and all goodwill associated with the foregoing.



2. Notwithstanding anything to the contrary contained in this Agreement, upon consummation of the transactions contemplated hereunder, Buyer shall have the right to sue for any past infringements (including, without limitation, the right to sue and recover damages, attorney's fees and costs) of any and all of the Proprietary Rights assigned hereunder as if standing in the stead and place of Seller.



1.2 Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, with the exception of the Purchased Assets, Seller shall retain and Buyer shall not acquire any other assets owned or used by Seller in the conduct of the Business or otherwise, including without limitation accounts receivable of Seller relating to the Business or otherwise (the " Excluded Assets ").



ARTICLE 2

PURCHASE PRICE FOR PURCHASED ASSETS



2.1 Purchase Price. In accordance with the provisions of the Asset Purchase Escrow Agreement dated July 24, 2008 (the Escrow Agreement ?), by and among the Buyer, Seller and Jacob A. Esher of Altman Riley Esher KLLP ("Escrow Agent"), the Buyer has deposited the purchase price for the Purchased Assets (the " Purchase Price ") in the amount of One Hundred and Seventy-Five Thousand U. S. Dollars ($175,000.00) with the Escrow Agent (the "Deposit"). At the Closing, the Deposit shall be released from escrow and distributed as instructed by the Seller.



2.2 Allocation of Purchase Price. Buyer and Seller have agreed that after examining all relevant factors, a proper allocation of the purchase price shall be as set forth on Exhibit 2.2.



ARTICLE 3

EXCLUDED LIABILITIES



3.1 Excluded Liabilities. Buyer shall not assume, discharge or become liable for any of the liabilities, obligations, debts, contracts or other commitments of Seller of any kind or nature whatsoever, known or unknown, fixed, accrued, contingent or otherwise, existing on, before or after the Closing Date or arising out of any transaction entered into, or any state of facts existing, on, before or after the Closing Date, which liabilities and obligations if ever in existence shall continue to be the liabilities and obligations of Seller (the " Excluded Liabilities ?). Seller shall hold Buyer harmless and indemnify Buyer from the Excluded Liabilities any and all claims, including without limitation rejected and returned goods, arising from the sales of goods by Seller on or before the date of the Closing.



ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF SELLER



Seller hereby represents and warrants to Buyer as follows:



4.1 Organization, Standing and Power. Seller is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary power and authority to own its properties and to carry on its business as now owned and operated by it.



4.2 Authority. Seller has all requisite power and authority to execute and deliver this Agreement and all other agreements and documents to be executed and delivered by such person in connection with the consummation of the transactions contemplated by this Agreement (collectively, the " Seller Agreements "), and to perform the transactions contemplated hereby and thereby. The execution, delivery and performance of the Seller Agreements and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of the Seller. The Seller Agreements have been or will be on or prior to the Closing Date duly executed and delivered by the Seller, and each constitutes the valid and binding obligation of such person, enforceable against such person in accordance with the terms of such Seller Agreements.



4.3 No Conflict or Breach. The execution, delivery and performance of the Seller Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not: (A) conflict with or constitute a violation of the Articles of Incorporationor Bylaws of Seller; (B) conflict with or violate any law, statute, judgment, order, decree or regulation of any legislative body, court or administrative agency, governmental authority or arbitrator applicable to or relating to the Seller or the Purchased Assets; (C) conflict with or constitute a breach or default under any agreement or contract by which Seller is bound and/or by which the Purchased Assets may be affected; (D) require notice to or the consent approval or order of any federal, state, local or foreign governmental authority and/or other third party (including without limitation, the written consent of all third parties whose agreements are material to the ongoing operation of the Business) (each a " Consent ") under any contract, agreement, commitment, mortgage, note, license or other instrument or obligation to which the Seller is a party or by which Seller is bound and/or by which the Purchased Assets may be affected; or (E) create an Encumbrance on any of the Purchased Assets.



4.4 Brokers' Fees. Seller has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which Buyer could become liable or obligated.



4.5 Title/Condition of Purchased Assets. Seller has (or immediately prior to Closing shall have) and shall convey to Buyer at Closing good and marketable title to the Purchased Assets free and clear of all Encumbrances. The Purchased Assets are in existence and are suitable for the purposes for which they are presently used.



4.6 Proprietary Rights.



A. Seller has delivered to Buyer or made available f ...