Cocrystal Pharma, Inc. - FORM 8-K - EX-10.3 - BILL OF SALE - May 19, 2011

Attached files

file filename
8-K - BIOZONE FORM 8-K 05/13/11 - Cocrystal Pharma, Inc.biozoneform8k051311.htm
EX-10.1 - ASSET PURCHASE AGREEMENT - Cocrystal Pharma, Inc.biozoneex101.htm
EX-10.2 - ASSIGNMENT AND ASSUMPTION AGREEMENT - Cocrystal Pharma, Inc.biozoneex102.htm
EX-21 - LIST OF SUBSIDIARIES - Cocrystal Pharma, Inc.biozoneex21.htm
EX-99.3 - PRESS RELEASE - Cocrystal Pharma, Inc.biozoneex993.htm
EX-99.1 - AERO PHARMACEUTICALS, INC. AUDITED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 - Cocrystal Pharma, Inc.biozoneex991.htm
EX-10.11 - AMENDMENT NO.1 TO ASSET PURCHASE AGREEMENT DATED AS OF APRIL 25, 2011 BY AND BETWEEN AERO PHARMACEUTICALS, INC. AND TEVA RESPIRATORY, LLC - Cocrystal Pharma, Inc.biozoneex1011.htm
EX-99.2 - PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2010 - Cocrystal Pharma, Inc.biozoneex992.htm
Exhibit 10.3
 
BILL OF SALE
 
This BILL OF SALE (the “Bill of Sale”), dated as of the 16th day of May, 2011, is made and delivered by AERO PHARMACEUTICALS, INC., a Florida corporation (“Seller”), to BAKER CUMMINS CORP., a Nevada corporation (“Buyer”), pursuant to, and subject to the terms of, the Asset Purchase Agreement (the “Asset Purchase Agreement”) dated as of the date hereof by and among Seller, Buyer and Biozone Pharmaceuticals, Inc. (the “Company”). The terms of the Asset Purchase Agreement are incorporated herein by reference and capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Asset Purchase Agreement.
 
NOW, THEREFORE, subject to and in accordance with the terms and conditions of the Asset Purchase Agreement and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby each agree as follows:
 
Seller hereby irrevocably and unconditionally sells, conveys, assigns, grants, transfers and delivers to Buyer and its successors and assigns, to its and their own use and benefit forever, and Buyer hereby purchases, acquires and accepts, all of Seller’s right, title and interest in and to all of the tangible Purchased Assets, free and clear of any liens, charges or other encumbrances.
 
All of the terms and provisions of this Bill of Sale shall be binding upon Seller and its successors and assigns, and shall inure to the benefit of Buyer and its successors and assigns.
 
This Bill of Sale is intended only to document the sale and assignment of the tangible Purchased Assets to Buyer, and that the Asset Purchase Agreement is the exclusive source of the agreement and understanding between Seller and Buyer respecting the Assets. Nothing in this Bill of Sale shall limit, expand or otherwise affect any of the representations, warranties or covenants contained in the Asset Purchase Agreement. To the extent any term or provision herein is inconsistent with the Asset Purchase Agreement, the terms and provisions of the Asset Purchase Agreement shall control.
 
This Bill of Sale may be executed in facsimile and in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute a single instrument.
 
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IN WITNESS WHEREOF, the undersigned have executed this Bill of Sale as of the date first set forth above.
 
  BAKER CUMMINS CORP.  
       
 
By:
 /s/ Elliot Maza  
    Elliot Maza  
    President  
       
  AERO PHARMACEUTICALS, INC.  
       
 
By:
 /s/ Dr. Jane Hsiao  
    Name:    Dr. Jane Hsiao  
    Title:      President  
       
 
 
 
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