EQUIPMENT AGREEMENT AND BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS:
1. Teva Pharmaceuticals USA, Inc., a Delaware corporation, is the owner of good and valid title to , and Seller desires to sell the Equipment to , , and Buyer () desires to purchase the Equipment from Seller, on such terms and conditions as have been mutually agreed upon by Seller and Buyer. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, on this day of at , Seller does hereby sell, convey, transfer, assign and deliver to Buyer and its successors and assigns all of Seller's right, title and interest in and to the Equipment, to have and to hold unto Buyer and Buyer's successors and assigns, to its and their own use and benefit forever.
2. Buyer hereby expressly represents, warrants, acknowledges and agrees:
(a) that it is purchasing and acquiring the Equipment from Seller in 'AS IS, WHERE IS' condition as of the date hereof, and that Seller makes no representations or warranties with respect to the Equipment or any uses related thereto, which uses include the manufacture, storage, warehousing, laboratory testing, distribution and other handling of active pharmaceuticals ingredients (APIs) and/or hazardous materials, including highly potent oral contraceptive compound, and related materials and products, and hereby expressly DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING IN ANY WAY TO THE EQUIPMENT OR ANY USES RELATED THERETO, INCLUDING ANY WARRANTY PROVIDED FOR UNDER STATUTORY OR COMMON LAW OR THE UNIFORM COMMERCIAL CODE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE;
(b) that it shall assume, and agree to pay, perform and discharge as and when due, any and all liabilities, existing as of the date hereof and that may be incurred on or after the date hereof, that may be owed, due or otherwise imposed relating to or arising out of the Equipment, the condition of the Equipment and any uses of the Equipment, whether known or unknown by Buyer or Seller as of the date hereof, effective as of the date hereof;
(c) that the Equipment may be contaminated as a result of its contact with APIs and/or hazardous materials, including highly potent oral contraceptive compounds or other occurrences, events or results related thereto, and it is purchasing and acquiring the Equipment regardless of any APIs and/or hazardous materials, including highly potent oral contraceptive compounds contamination or other occurrences, events or results related thereto and any adverse consequences that may occur as a result thereof;
(d) that it is acting at arms-length from Seller, and Buyer has completed to its satisfaction all investigations, inspections and tests that it deems necessary, in its sole discretion, to determine, among other things: (i) the condition of the Equipment, including (A) any APIs and/or hazardous materials, including highly potent oral contraceptive compounds contamination and (B) the existence of patent or latent defects in the construction of the Equipment, (ii) the status of all governmental requirements of whatever kind regarding the Equipment or any past, present of future uses of the Equipment, including the status of any permit, application, license, approval, certificate or other intangible right of whatever kind regarding the Equipment or any intended use of the Equipment and (iii) the status and effect of all recorded covenants and restrictions related to the Equipment or any intended use of the Equipment, it being agreed as set forth above that Seller makes no representations and gives no warranties regarding any of the matters set forth herein or otherwise; and
(e) Buyer agrees that Equipment which has come into contact with APIs or other hazardous materials will not be used in food production (human or animal) or cosmetic manufacture.
3. Buyer agrees and covenants not to sue or take any other legal action against Seller or any of Sellers predecessors in title under any federal, state or local law, common law, ordinance, rule or regulation now existing or hereafter enacted or promulgated, for any matter relating to the Equipment, any uses of the Equipment or the materials or products that came or will come in contact with the Equipment, including APIs and/or hazardous materials, including highly potent oral contraceptive compounds , and Buyer shall hold harmless Seller against all liability and claims that Buyer may suffer, sustain or become subject to as a result of (a) the presence of contamination of any kind, including beta lactam contamination, on, in or around the Equipment existing on, prior to or after the date hereof, regardless of when or how discovered or identified, (b) any other liability or claim, whether made on, prior to or after the date hereof, arising out of the use or ownership of the Equipment (regardless of whether or not referred to herein or otherwise disclosed or known to Buyer or Seller as of the date hereof) or (c) any failure to comply with any "bulk sales" laws applicable to the transactions contemplated hereby.
4. This Equipment Agreement and Bill of Sale and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, without giving effect to principles governing conflicts of law.
5. The provisions hereof shall survive the delivery of the title to the Equipment from Seller to Buyer and shall be incorporated into the title to be delivered to Buyer as a covenant running with the Equipment, which shall be binding upon all subsequent successors, assigns, transferees and owners of the Equipment.
IN WITNESS WHEREOF, the parties hereto have executed this Equipment Agreement and Bill of Sale as of the date first above written.
TEVA PHARMACEUTICALS USA, INC.