Sample Purchase Agreement between Organic hem Corporation and Albany Molecular Research, Inc. (Rhode Island) This Purchase Agreement ("Agreement") is entered into on [date] ("Effective Date") between Organic hem Corporation ("Seller") and Albany Molecular Research, Inc. ("Buyer"), both organizations being incorporated under the laws of the state of Rhode Island. 1. Parties and Background: a. Seller: Organic hem Corporation, a corporation organized and existing under the laws of Rhode Island, having its principal place of business at [address]. b. Buyer: Albany Molecular Research, Inc., a corporation organized and existing under the laws of Rhode Island, having its principal place of business at [address]. 2. Intent: The Seller agrees to sell and the Buyer agrees to purchase the assets defined in this Agreement, in accordance with the terms and conditions laid out herein. 3. Assets: The assets being sold by the Seller to the Buyer include, but are not limited to: — Inventorieanatomicoc— - Equipment and machinery — Intellectual property right— - Contracts and agreements — Customer and supplier list— - Permits and licenses 4. Purchase Price and Payment Terms: a. Purchase Price: The total purchase price for the assets shall be [amount], payable as detailed in the payment schedule attached as Exhibit A. b. Payment Terms: The Buyer agrees to make payment to the Seller through [specified method] within [number] days from the Effective Date. 5. Representations and Warranties: Both the Seller and the Buyer make certain representations and warranties, including but not limited to: — Authorization to enter into the Agreement — Title and ownership of asset— - Compliance with laws and regulations — Non-breaching of third-party agreements — Absence of disputes or litigation 6. Closing and Delivery of Assets: The transfer of assets and closing shall occur within [number] business days from the Effective Date, subject to fulfilling all the conditions precedent outlined in this Agreement. 7. Confidentiality: Both parties agree to treat any non-public information obtained during the course of this Agreement as confidential and shall not disclose it to any third party without prior written consent. 8. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the state of Rhode Island. Any disputes arising from or related to this Agreement shall be resolved in the state or federal courts of Rhode Island. This sample Purchase Agreement is provided by Organic hem Corporation and Albany Molecular Research, Inc. for reference purposes only. It should be tailored to the specific requirements of the parties and reviewed by legal counsel. (Note: This is a fictitious sample Purchase Agreement, not an actual agreement between Organic hem Corporation and Albany Molecular Research, Inc.)