Re: Sale of Used Equipment
Dear ,
This will confirm that WYETH PHARMACEUTICALS , has agreed to sell the following equipment to : Item:

to for the amount of Payable either by CREDIT, CASH, OR COMPANY CHECK, PAYABLE to the order of WYETH PHARMACEUTICALS. Upon receipt of payment in full, WYETH PHARMACEUTICALS does sell, assign, transfer and convey unto BUYER all of its right, title and interest in and to the equipment listed above. Thereafter, shall possess free and clear, unencumbered, merchantable title of and to said equipment. BUYER hereby agrees to remove said equipment from WYETH PHARMACEUTICALS's premises no later than the earlier of 1) thirty (30) days after signing this letter agreement; or, 2) twenty (20) days after receipt of payment by WYETH PHARMACEUTICALS. TIME IS OF THE ESSENCE WITH RESPECT TO REMOVAL OF SAID EQUIPMENT.

has either examined the equipment or been given the opportunity to examine the equipment and is satisfied with its condition at the time of taking possession. has personally selected the carrier who will remove the equipment from WYETH PHARMACEUTICALS's premises and does hereby accept said carrier. Once the equipment is made available to said carrier, does hereby release WYETH PHARMACEUTICALS from any and all liability with respect to the equipment.

acknowledges that the equiment is sold "AS IS". WYETH PHARMACEUTICALS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE EQUIPMENT TRANSFERRED HEREUNDER, INCLUDING BUT NOT NECESSARILY LIMITED TO, ANY AND ALL REPRESENTATIONS OR WARRANTIES WITH REGARD TO MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. BUYER WAIVES AND DISCLAIMS ANY AND ALL WARRANTIES EXPRESS OR IMPLIED.

agrees to indemnify, defend and hold WYETH PHARMACEUTICALS harmless from and against any and all claims, demands, losses, liabilities, damages, costs and expenses (including the cost of settlement, legal and accounting fees and any other expense for investigating or defending any actions or threatened actions) (hereinafter "Liability") for damages to any person or property, arising out of the installation or use of the equipment after it leaves WYETH PHARMACEUTICALS's possession, even if said liability is alleged to have been caused by the condition of the equipment prior to its sale to . In the event such claim is made or such an action is commenced by a third party against WYETH PHARMACEUTICALS, WYETH PHARMACEUTICALS shall promptly notify of such claim or action and may, at its option, (1) elect to assume control of the defense of such claim or action; provided, however, that WYETH PHARMACEUTICALS shall be entitled to participate therein (through counsel of its own choosing) at its sole cost and expense under this condition, shall not settle or compromise any such claim or action without the prior written consent of WYETH PHARMACEUTICALS (which consent shall not be reasonably withheld or delayed), unless such settlement or compromise includes a General Release of WYETH PHARMACEUTICALS from any and all liability with respect thereto and with no admissions of liability with respect to said claim; or, (2) permit WYETH PHARMACEUTICALS to defend against such claim or litigation in such manner as it may deem appropriate and, unless BUYER shall deposit with WYETH PHARMACEUTICALS a sum equivalent to the total amount demanded or shall deliver to WYETH PHARMACEUTICALS a surety bond in form and substance reasonably satisfactory to WYETH PHARMACEUTICALS in such demanded amount, WYETH PHARMACEUTICALS may settle such claim or litigation on such terms as it may deem appropriate, and the BUYER shall promptly reimburse WYETH PHARMACEUTICALS for the amount of all expenses, legal or otherwise, incurred by WYETH PHARMACEUTICALS in connection with the defense against or settlement of such claim or litigation. If no settlement of such claim or litigation is made, shall promptly reimburse WYETH PHARMACEUTICALS for the amount of any judgment rendered with respect to such claim or in such litigation and of all expenses, legal or otherwise.

To secure obligation of indemnification herein, shall secure and maintain, at its own expense, comprehensive general liability insurance in the amount of $1 million per occurrence/$5 million aggregate including but not limited to contracture, product, personal, bodily injury and broad-form property damage. However, failure of BUYER to have insurance coverage, or any inadequacy of insurance coverage of shall not relieve or decrease liabilities under this Agreement. To the extent that has or is able to obtain insurance coverage, WYETH PHARMACEUTICALS will be added as an additional insured with respect to this Agreement.

Before or its agent shall be permitted access to WYETH PHARMACEUTICALS's facility, and/or its agent shall procure and deliver to WYETH PHARMACEUTICALS a

Certificate of Insurance which covers any and all damage or loss to WYETH PHARMACEUTICALS's premises for any loss or damage from fire, vandalism, malicious mischief or negligence caused by or , including such insurance coverage in accordance with the standards in the industry while BUYER or its agent is on WYETH PHARMACEUTICALS's premises. Such Certificate of Insurance must be reasonably satisfactory to WYETH PHARMACEUTICALS, prior to or its agent entering WYETH PHARMACEUTICALS's premises.

and its agents agree to restore WYETH PHARMACEUTICALS's premises to its original condition following removal of the above equipment.

If the above language accurately summarizes your understanding of our agreement, kindly counter-sign in the space indicated below and return one copy of the above to my attention.

WYETH OPERATING THROUGH ITS WYETH PHARMACEUTICALS DIVISION

By: _______________________________________________
Name: Michael McDermott
Title: Vice President Site Operations TBD


By: ________________________________________________
Name:
Title: