ASSET TRANSFER AGREEMENT

 

                                                                 Exhibit 10.11

                            ASSET TRANSFER AGREEMENT

     This AGREEMENT is dated as of February 27, 1995 by and between Thermo
Instrument Systems Inc. ("Thermo Instrument"), a Delaware corporation, and
Thermo BioAnalysis Corporation ("TBA"), a Delaware corporation and wholly owned
subsidiary of Thermo Instrument.

     WHEREAS, Thermo Instrument desires and intends to divest itself of all of
the property and assets, real, personal and mixed, tangible and intangible, used
exclusively in connection with or related exclusively to its Eberline health
physics instrument business (the "Health Physics Business") by contributing the
Health Physics Business to TBA; and

     WHEREAS, TBA desires to continue the Health Physics Business and to assume
its liabilities;

     NOW, THEREFORE, in consideration of the premises and mutual promises and
agreements set forth herein, the parties hereto hereby agree as follows:

     1.   TRANSFER OF ASSETS TO TBA. Thermo Instrument hereby assigns, 
transfers, conveys, and delivers to TBA all of the property, assets and rights,
real, personal and mixed, tangible and intangible, which Thermo Instrument owns
or may own, and which are used exclusively in connection with the Health Physics
Business including but not limited to the following:

     (i)    all trade and other accounts receivable and notes receivable;

     (ii)   all inventories of raw materials, work in process, finished goods,
            supplies, packaging materials, spare parts and similar items;

     (iii)  all machinery, equipment, tools and tooling, furniture, fixtures,
            leasehold improvements and motor vehicles;

     (iv)   all real property, leaseholds and subleaseholds in real property, 
            and easements, rights-of-way and other appurtenants thereto;

     (v)    (a)   all patents, patent applications, patent disclosures and all
            related continuation, continuation-in-part, divisional, reissue,
            re-examination, utility, model, certificate of invention and design
            patents, patent application, registrations and applications for
            registrations,

            (b)   all trademarks, service marks, trade dress, logos, trade names
            and corporate names and registrations and applications for 
            registration thereof, and

            (c)   all copyrights and registrations and applications for 
            registration thereof, mask works and registrations and applications 
            for registration thereof, computer software, date and documentation,
            trade secrets and confidential business information, whether 
            patentable or nonpatentable and whether or not reduced to practice, 
            know-how, manufacturing and product processes and techniques, 
            research and development information, copyrightable works, 
            financial, marketing and business data, pricing and cost 
            information, business and marketing plans and customer and supplier
            lists and information, other proprietary rights relating to any of 
            the foregoing (including without limitation remedies against 
            infringements thereof and rights of protection of interest therein 
            under the laws of all jurisdictions) and copies and tangible 
            embodiments thereof;

     (vi)   all rights under contracts, agreements or instruments;

     (vii)  all claims, prepayments, refunds, causes of action, choses in
            actions, rights of recovery, rights of setoff and rights of
            recoupment, including all rights under warranties;

     (viii) all permits, licenses, registrations, certificates, franchises,
            variances and other similar rights;

     (ix)   all books, records, accounts, ledgers, files, documents,
            correspondence, lists (customer or otherwise), product and sales
            literature, drawings or specifications, employment records,
            manufacturing and technical manuals, advertising and promotional
            materials, studies, reports and other printed or written materials;
            and

     (x)    all claims and defenses relating to any of the foregoing or to the
            liabilities assumed by TBA pursuant to Section 3 below.

All property and assets referred to in this Section 1 are hereinafter
collectively referred to as the "Assets." Thermo Instrument will convey to TBA,
as of the date hereof, the Assets to be conveyed, assigned, transferred and
delivered to TBA in accordance with this Agreement, without further
consideration, by appropriate instruments of transfer, bills of sale and deeds
in such form as may reasonably be requested by counsel to TBA.

     2.   [Reserved]

     3.   ASSUMPTION OF LIABILITIES. From and after the date hereof, TBA shall
assume any and all liabilities, commitments and obligations of Thermo Instrument
incurred in connection with the Health Physics Business.

     4.   CONTINUING AGREEMENTS BY TBA AND THERMO INSTRUMENT. TBA and Thermo
Instrument agree that following the date hereof, they will take the following
action:

          (a) TRADE SECRETS. Thermo Instrument shall hold in confidence and use
     its best efforts to have all employees, officers, directors and personnel
     who continue to have a business relationship with Thermo Instrument after
     the date hereof, for so long as they continue to have such a relationship,
     hold in confidence all knowledge or information of a secret or confidential
     nature with respect to the Health Physics Business and not disclose,
     publish or make use of same without the consent of TBA, except to the
     extent that the same shall have become public knowledge other than by
     breach of this Agreement by Thermo Instrument. Thermo Instrument agrees
     that the remedy at law for any breach of this provision shall be inadequate
     and that TBA shall be entitled to injunctive relief in addition to any
     other remedy it might have.

          (b) CONSENT TO ASSIGNMENT. Thermo Instrument will use its best efforts
     to obtain (i) any required consent of other parties to the assignment of
     any material contract assigned to TBA hereunder, and (ii) the consent of
     the lessor to any assignment requested by TBA of any material equipment
     currently leased and used in connection with the Health Physics Business.

          (c) FURTHER ASSURANCES. Each party hereby agrees that at any time, and
     from time to time after the date hereof, upon the reasonable request of the
     other party, it will perform, execute, acknowledge and deliver all such
     further acts, deeds, assignments, conveyances, instruments or powers of
     attorney as may be necessary or appropriate to carry out the provisions of
     this Agreement.

     5.   THERMO INSTRUMENT'S REPRESENTATIONS AND WARRANTIES. Thermo Instrument
represents and warrants that:

          (a) ORGANIZATION AND STANDING. Thermo Instrument is a corporation duly
     organized, validly existing and in good standing under the laws of the
     State of Delaware.

          (b) APPROVAL OF TRANSACTIONS. Thermo Instrument has obtained all
     necessary corporate authorizations and approvals, and has taken all actions
     required for the execution and delivery of this Agreement and the
     consummation of the transactions contemplated hereby.

          (c) TITLE TO THE ASSETS. Thermo Instrument is the true and lawful
     owner of, and has good and marketable title to, the Assets free and clear
     of all liens, mortgages, leases, conditional sales agreements, title
     retention agreements, restrictions against transfer or assignment or any
     other encumbrance. Upon consummation of the transfer of the Assets by
     Thermo Instrument to TBA, TBA will be the lawful owner of, and have
     marketable title to, the Assets, free and clear of all liens, mortgages, or
     other encumbrances.

          (d) NO LITIGATION. Thermo Instrument is not engaged in, or to the
     knowledge of Thermo Instrument's management, threatened with any material
     legal action or other 

     proceeding relating to the Health Physics Business before any court,
     administrative agency, governmental department or arbitrator.

          (e) COMPLIANCE WITH CONTRACTS. To the best knowledge of Thermo
     Instrument's management, Thermo Instrument is in compliance in all material
     respects with all unwaived terms and provisions of all material contracts,
     commitments and engagements in connection with the Health Physics Business
     entered into in the ordinary course of business prior to or on the date
     hereof; and the same are in full force and effect and constitute legal,
     valid and binding obligations of the respective parties thereto,
     enforceable in accordance with their terms except as limited by bankruptcy,
     insolvency, reorganization, moratorium or similar laws relating to or
     affecting generally the enforcement of creditors' rights, and have not been
     assigned or encumbered by Thermo Instrument. Thermo Instrument has
     performed, in all material respects, obligations required to be performed
     by it in connection with the businesses of the Health Physics Business
     under all such material contracts, commitments and engagements to date and
     is not in default in any material respect under any of said contracts,
     commitments and engagements.

          (f) NO CONFLICT. Neither the execution nor delivery of this Agreement,
     nor the consummation of the transactions herein contemplated, nor the
     fulfillment of or compliance with the terms and provisions hereof will, to
     the best of Thermo Instrument's knowledge, (i) violate any current
     provisions of law, administrative regulation, or court decree applicable to
     Thermo Instrument or the Health Physics Business or (ii) conflict with or
     result in a breach of any of the terms, conditions or provisions of or
     constitute default under any agreement or instrument to which Thermo
     Instrument is a party or by which it is bound.

     6.   TBA'S REPRESENTATIONS AND WARRANTIES.

          (a) ORGANIZATION AND STANDING. TBA is a corporation duly organized,
     validly existing and in good standing under the laws of the State of
     Delaware.

          (b) APPROVAL OF TRANSACTIONS. TBA has obtained all necessary corporate
     authorizations and approvals, and has taken all actions required for the
     executions and delivery of this Agreement and the consummation of the
     transactions contemplated hereby.

     7.   TRANSFER AND SALES TAX. Notwithstanding any provisions of law to the
contrary, TBA shall be responsible for and shall pay (a) all sales and transfer
taxes, and (b) all governmental charges, if any, upon the sale or transfer of
any of the Assets.

     8.   EFFECTIVE DATE. The transfer of the Health Physics Business Thermo
Instrument to TBA shall be deemed to be effective as of the date first above
written, for all purposes, including federal income taxes and accounting.

     9.   CAPTIONS. The captions and headings to the various sections, 
paragraphs and exhibits of this Agreement are for convenience of reference only
and shall not affect or control the meaning or interpretation of any of the 
provisions of this Agreement.

     10.  INTEGRATION. This Agreement contains the entire understanding of the
parties hereto with respect to the subject matter contained herein.

     11.  NOTICE OF COMMUNICATION. Any notice or other communication shall be in
writing and shall be personally delivered, or sent by overnight or second day
courier or by first class mail, return receipt requested, to the party to whom
such notice or other communication is to be given or made at such party's
address set forth below, or to such other address as such party shall designate
by written notice to the other party as follows:

     If to Thermo Instrument:

          Thermo Instrument Systems Inc.
          504 Airport Road
          Santa Fe, New Mexico  87504-2108
          Attention:  President

     With a copy to:

          Thermo Electron Corporation
          81 Wyman Street
          Waltham, Massachusetts  02254
          Attention:  General Counsel

     If to TBA:

          Thermo BioAnalysis Corporation
          504 Airport Road
          Santa Fe, New Mexico  87504-2108
          Attention: President

     With a copy to:

          Thermo Electron Corporation
          81 Wyman Street
          Waltham, Massachusetts  02254
          Attention:  General Counsel

provided that any notice of change of address, and any notice or other
communication given otherwise than as specified above shall be effective only
upon receipt; and further that any presumption of receipt by the addressee shall
be inoperable during the period of any interruption in Postal Service.

     12.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made by Thermo Instrument or TBA in this Agreement shall survive the
execution and delivery of this Agreement.

     13.  GOVERNING LAW; ASSIGNMENT. This Agreement is to be construed,
interpreted, applied and governed in all respects in accordance with the laws of
the State of Delaware, without regard to its conflict of laws provisions, is to
take effect as a sealed instrument, is binding upon and inures to the benefit of
the parties hereto and their respect successors and assigns and may be canceled,
modified or amended only by a written instrument executed by Thermo Instrument
and TBA. No party hereto may assign its rights hereunder without prior written
consent of the other party.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.

                                   THERMO INSTRUMENT SYSTEMS INC.

                                   By: /s/ Barry S. Howe
                                       --------------------------
 
                                   Title:  Vice President

                                   THERMO BIOANALYSIS CORPORATION

                                   By: /s/ Barry S. Howe
                                       --------------------------

                                   Title:  President

 

Basic Info X:

Name: ASSET TRANSFER AGREEMENT
Type: Asset Transfer Agreement
Date: July 24, 1996
Company: THERMO BIOANALYSIS CORP /DE
State: Delaware

Other info:

Date:

  • February 27 , 1995

Organization:

  • the Health Physics Business Thermo Instrument
  • Thermo Instrument Systems Inc.
  • Thermo BioAnalysis Corporation 504 Airport Road Santa Fe
  • Thermo Electron Corporation 81 Wyman Street Waltham
  • the State of Delaware

Location:

  • Delaware
  • Airport Road Santa Fe
  • New Mexico
  • Massachusetts

Person:

  • Barry S. Howe