Asset Purchase And Sale Agreement

EXHIBIT 10.10

ASSET PURCHASE AGREEMENT

FOR THE ACQUISITION OF CERTAIN ASSETS

OF

VALENT U.S.A. CORPORATION

DECEMBER 27, 2007

ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this Agreement" ) is made and entered into as of December 27, 2007, (the " Effective Date" ), by and among VALENT U.S.A. CORPORATION, a California corporation having a place of business at 1600 Riviera Avenue, Suite 200, Walnut Creek, CA 94596 (hereinafter referred to as " VALENT" ) and AMVAC Chemical Corporation, 4695 MacArthur Court, Suite 1250, Newport Beach, California 92660 (hereinafter referred to as " PURCHASER" ). VALENT and PURCHASER are hereinafter referred to collectively as the " Parties" and individually as a " Party" .

WITNESSETH

WHEREAS , VALENT is the owner of certain assets specifically, the " Acephate Assets" as defined in Section 2.1 below relating to the insecticide Acephate (O, S-Dimethyl acetylphosphoramidothiate) marketed in the United States under the end use product name ORTHENE; and

WHEREAS, VALENT desires to sell and transfer to PURCHASER and PURCHASER desires to acquire the Acephate Assets upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties and covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, and upon and subject to the terms and the conditions hereinafter set forth, the Parties do hereby agree as follows:

ARTICLE 1 - DEFINITIONS

As used in this Agreement, the following terms shall have the following meanings:

1.1 " Acephate Agricultural Products" means those products identified in Schedule 1.1 below.

1.2 " Acephate Assets" means each and all of the items set forth in Section 2.1 below.

1.3 " Acephate Professional Products" means those products identified in Schedule 1.3 below.

1.4 " Acephate Products" or " Products" means collectively Acephate Agricultural Products and Acephate Professional Products having Acephate as an active ingredient and sold under the brand name Ortheneae .

1.5 " Acephate Technical" means and is defined by the EPA Confidential Statement of Formula (CSF). 1.6 " Active Ingredient" means the active ingredient Acephate (O, S-Dimethyl acetylphosphoramidothiate). 1.7 " Books and Records" means all books and records relating primarily to the Acephate Assets, including books of account. 1.8 " Closing" means the consummation of the sale and purchase of the Acephate Assets and of the transactions contemplated hereby.

1.9 " Closing Date" means the date on which the Closing takes place. 1.10 " Data" means documents, research, data, studies and other materials identified on Schedule 1.10 submitted by VALENT in support of the EPA Registrations or the State Registrations.

1.11 " Data Compensation" means all rights to compensation by third parties pursuant to Section 3(c)(1)(D) of the Federal Insecticide, Fungicide and Rodenticide Act for Data .

1.12 " Effective Date" means the date recited in the first paragraph of the preamble of the Agreement.

1.13 " EPA" means the United States Environmental Protection Agency.

1.14 " EPA Registrations" means all those EPA Registrations including Special Local Need (" SLN" , 24(c) and 2(ee) registrations identified in Schedule 1.14 for the Active Ingredient, Acephate Technical and the registration thereof in the United States, Reg. No. 59639-41 and the end use products, identified in Schedules 1.1 and 1.3 below.

1.15 " Finished Goods" means all saleable packaged formulated Acephate Products owned by VALENT 1.16 " Formulations" means a mixture of Acephate Technical and inert ingredients resulting in Acephate Products.

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1.17 " Governmental Authority" means any nation or government, any state or other political subdivision thereof, any legislative, executive or judicial unit or instrumentality of any Governmental Authority (foreign, federal, state or local) or any department, commission, board, agency, bureau, official or other regulatory, administrative or judicial authority thereof or any entity (including a court) exercising executive, legislative, judicial, tax, regulatory or administrative functions of or pertaining to government or any self-regulatory organization. 1.18 " Inventory" means collectively all unformulated Acephate Technical, Inert Raw Materials, Packaging Supplies and all Finished Goods owned by VALENT on the Closing Date.

1.19 " Material Adverse Effect" means any change, event, circumstance or development, individually or when taken together with all other such similar or related changes, events, circumstances or developments, that (i) has a material adverse effect on the Acephate Assets, or (ii) prevents or delays the ability of VALENT to consummate the transactions contemplated by this Agreement or any of the ancillary documents or agreements to be delivered in connection herewith, other than (A) effects due to general economic conditions or matters generally affecting the industry in which VALENT operates and which do not materially disproportionately impact VALENT when compared to other businesses operating in the same industry, (B) effects which result from the loss of customers or an adverse effect on customers' requests for VALENT' s goods and services, which, in either case, is directly attributable to the announcement or occurrence of this Agreement and the transactions contemplated hereby, (C) effects which result from liabilities incurred in connection with this Agreement or the transactions contemplated hereby or (D) effects resulting from VALENT' s compliance with the terms of, or the taking of any action contemplated by or permitted by, this Agreement. 1.20 " Ortheneae Trademark" means the trademark ORTHENE for use in the United States on Acephate Products sold by VALENT for commercial uses exclusively licensed to VALENT by The Scotts Company and its affiliate OMS Investments, Inc. (as successor-in-interest to Chevron Chemical Company) pursuant to the Trademark License Agreement dated September 16, 1991 between Chevron Chemical Company and VALENT

1.21 " Packaging Supplies" means all packaging materials such as bags, cartons, and measuring devices, used for packaging Acephate Products.


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1.22 " Proprietary Information" means all existing trade secrets, know-how, recipes, product formulations, processing procedures and other proprietary information used in the conversion of Acephate Technical to Finished Goods and, Finished Goods specifications relating exclusively to the Acephate Products. 1.23 " Patent Rights" means VALENT' s interest in the patents identified on Schedule 1.23 attached and incorporated by reference herein.

1.24 " Raw Materials" means Acephate Technical and all inert ingredients used to formulate Acephate Products. 1.25 " State Registrations" means those state registrations identified on Schedule 1.25. 1.26 " Studies" means all archived study materials whether conducted under good laboratory practices (GLP) or not including paper and electronic data, blocks, slides and test materials conducted by or on behalf of VALENT of or related specifically to the Products along with wet tissues as identified on Schedule 1.26. 1.27 " Taxes" means any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, license, withholding on amounts paid to or VALENT, payroll, employment, excise, severance, stamp, occupation, premium, property, escheat, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount imposed by any federal, state, local, county or foreign taxing authority. 1.28 " Technical and Market Information" means all transferable technical and market information relating to the formulation, use and sale of the Active Ingredient and Products owned by and in the possession of VALENT or an agent of VALENT, such Technical and Market Information to include without limitation the Studies and available customer information previously disclosed by VALENT to PURCHASER under the Confidentiality Agreement dated July 27, 2007 and executed by PURCHASER on August 1, 2007 identified in Schedule 1.28 below.

1.29 " Trademark Rights" means VALENT' s trademarks owned or licensed by VALENT and identified on Schedule 1.29 below.


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1.30 " Transferred Contracts" means those contracts to be transferred to PURCHASER hereunder as identified on Schedule 7.13 below.

ARTICLE 2 PURCHASE AND SALE OF ASSETS. 2.1 Purchase and Sale of Acephate Assets . Upon the terms and subject to the conditions of this Agreement, PURCHASER shall purchase from VALENT, and VALENT shall sell, transfer, convey, and deliver to PURCHASER at the Closing, the Acephate Assets for the consideration specified in Section 4.1. The Acephate Assets shall include the following: (a) Technical and Market Information, including existing customer lists and EDI data for the past five (5) years; (b) EPA Registrations and State Registrations of Acephate Technical, and the Acephate Products; (c) Data;

(d) Inventory as of the Closing Date;

(e) Finished Goods;

(f) All right, title and interest in the Patent Rights;

(g) All right, title and interest in the Trademark Rights;

(h) All right, title and interest in the Studies;

(i) Except as otherwise provided herein, all right, title and interest in the right to receive Data Compensation by third parties for Acephate; (j) All Books and Records relating to the Acephate Products;

(k) All Proprietary Information;

(l) Third Party Contracts, and

(m) Unfilled Customer Purchase Orders for Acephate products for delivery following the Closing Date.


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2.2 Excluded Assets . Notwithstanding anything herein to the contrary, the Assets shall not include the following assets, properties and/or rights (the " Excluded Assets" ), which shall remain the property of VALENT after the Closing:

(a) all personnel records and other records that VALENT is required by law to retain in its possession; (b) all claims for the refund of Taxes (as defined herein) and other governmental charges of whatever nature; (c) all rights in connection with and assets of VALENT' s Employee Benefit Plans;

(d) all rights of VALENT under this Agreement and ancillary agreements/instruments;

(e) the property and assets listed on Schedule 2.2(e) which would include cash, time deposits, CDs, cash equivalents and accounts owned by VALENT; VALENT' s trademarks, service marks, logos, internet domains and applications, other than the Trademarks; accounts receivable; building structures; machinery or equipment; land; rights under insurance policies of VALENT; and (f) *****

2.3 Assumption of Liabilities . After the Closing Date, PURCHASER shall assume and be responsible for all liabilities arising out of PURCHASER' s conduct of the business relating to the Acephate Assets, and without limiting the generality of the foregoing, shall include:

a) all open orders for Acephate Products listed on Schedule 2.3(a) below.

b) all of VALENT' s present and future obligations as registrant with respect to maintaining the EPA Registrations and the State Registrations, c) all liabilities arising out of PURCHASER' S conduct of the business relating to Acephate Assets following the Closing Date, except as explicitly provided otherwise herein,


- 6 - d) all liabilities arising under any Transferred Contract (i) with respect to a breach or a default thereof committed after the Closing or (ii) required by the terms of any such contract to be performed after the Closing,

e) all other liabilities expressly assumed by PURCHASER pursuant to other provisions of this Agreement. 2.4 Liabilities Not Assumed . PURCHASER shall not assume or have any responsibility with respect to any obligations or liability of VALENT, whether or not relating to the Acephate Assets incurred or created prior to or on the Closing Date, including without limitation:

a) liabilities arising out of conduct of the business relating to, or ownership of, Acephate Assets prior to Closing, including taxes, b) liabilities relating to Acephate Products delivered and invoiced to third parties on or before the Closing, c) all payables relating to Acephate Assets accrued on or prior to the Closing,

d) all liabilities not expressly assumed by PURCHASER under this Agreement

e) all liabilities arising under any transferred contract (i) with respect to a breach of default thereof committed on or prior to the Closing or (ii) required by the terms of any such contract to be performed on or prior to the Closing,

f) all liabilities resulting from, or relating to, litigation or claims arising from events on or prior to the Closing Date g) all liabilities relating to employees of VALENT or its affiliates.

2.5 Risk of Loss . From the date of this Agreement until the Closing Date, the risk of loss of or damage to such Acephate Assets shall be and remain that of VALENT. If, prior to the Closing Date, any significant part of the Acephate Assets are destroyed or damaged by fire or any other casualty, PURCHASER shall have the option to cancel this Agreement by notice in writing to VALENT and not complete the transactions provided for herein, in which case all obligations of the Parties hereunder shall forthwith terminate with no liability of either Party to the other whatsoever.


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2.6 Trademarks . No transfer of any right, title or interest in or to any trademark of VALENT, other than the Trademark Rights is contemplated by this Agreement. In particular, it is agreed that any products produced by PURCHASER by virtue of this Agreement will bear no reference to VALENT other than for purposes of the sale of the Inventory pursuant to this Agreement.

2.7 Unreasonable Adverse Effects . In the event VALENT receives notice regarding unreasonable adverse effects on the environment of or related to Acephate Technical or Acephate Products, VALENT shall immediately notify PURCHASER in accordance with the provisions of Article 13.

ARTICLE 3 INVENTORY AND INVENTORY ADJUSTMENT

3.1 Inventory Statement. VALENT will provide PURCHASER fifteen (15) days prior to the Closing with a written statement of its then existing Inventory by Product type and location, and the price based on VALENT' S book value thereof (" Inventory Statement" ). The Inventory Statement will be based upon a stock taking of the Inventory at all Inventory locations to be performed by VALENT through either (a) a physical inventory count or (b) obtaining written certification by warehouses in which any such Inventory is located.

3.2 Physical Inventory. Within ten (10) days after receiving the Inventory Statement, PURCHASER, shall undertake a stock taking of Inventory at all Inventory locations either through a physical inventory count or through obtaining written certification by warehouses in which any such Inventory is located. 3.3 Adjustments. If, following PURCHASER' s inventory as described in Section 3.2 above, PURCHASER finds that the value of the Inventory is less or more than the Inventory Statement then the parties shall promptly meet to resolve their differences with respect thereto.

3.4 Post Closing Consolidation. On or after the Closing Date, if so requested by PURCHASER, VALENT shall ship the Inventory to the PURCHASER based on shipment terms FOB collect and by mutually agreed upon carriers at such locations as PURCHASER shall designate.

3.5 Non-Saleable Inventory. PURCHASER shall not be required to purchase any non-saleable Inventory identified within thirty (30) days of Closing. If, however, PURCHASER elects to accept the non-saleable Inventory the Inventory Statement shall be reduced by the value of the non-saleable inventory.

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3.6 Transfer of Title and Risk of Loss . Risk of loss of, and title to, the Inventory will pass to PURCHASER at Closing.

3.7 Storage . The cost of storing the Inventory will be borne by PURCHASER after the Closing Date.

ARTICLE 4 FACILITATION OF PURCHASER' S ABILITY TO SELL

4.1 VALENT will facilitate the ability of PURCHASER to sell Acephate Products on the Closing Date, including Acephate Products bearing VALENT' S name, by submitting on or before the Closing Date a Notice of Supplemental Distribution (EPA Form 8570-5) covering all Acephate Products, identified in Schedule 4.1 below. Immediately following the Closing Date, VALENT shall submit all necessary documentation to transfer the EPA Registrations and the State Registrations to PURCHASER. The Parties shall cooperate with each other to ensure the most rapid transfer of such Registrations.

ARTICLE 5 - PURCHASE PRICE; CLOSING.

5.1 Purchase Price, Closing . The Purchase Price for the Acephate Assets shall be the aggregate of:

a) ***, plus

b) The sum of the Inventory Statement, as adjusted, plus

c) ***.

5.2 Payment of Purchase Price . The Purchase Price will be paid by wire transfer(s) in immediately available funds as follows:

a) *** .

All payments shall be made to:

***


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5.3 Allocation . The Purchase Price shall be allocated as set forth on Schedule 5.3. PURCHASER and VALENT agree to file their federal and state income tax returns (and Form 8594, if applicable) on the basis of the allocation set forth on Schedule 5.3 and neither shall thereafter take a tax return position inconsistent with such allocation unless such inconsistent position shall arise out of or through an audit or other inquiry or examination by the Internal Revenue Service or other taxing authority.

5.4 Closing and Closing Date . Subject to the satisfaction or waiver of the conditions set forth herein, the consummation of the purchase and sale of the Acephate Assets (the " Closing" ) shall take place at 10:00 a.m. on Janaury 15, 2008 in the offices of VALENT, or on such other date and at such other time and place as the Parties shall agree in writing (the " Closing Date" ). The PURCHASER shall commence to own and control the Acephate Assets as of the Closing Date.

5.5 VALENT' s Obligations . At the Closing, VALENT shall deliver or cause to be delivered to PURCHASER the following:

(a) an executed Registration Transfer Agreement in the form attached as Schedule 5.5(a);

(b) an executed Bill of Sale for all of the Acephate Assets substantially in the form attached hereto as Schedule 5.5(b); (c) an Assignment of Trademark and Assignment of Patents, substantially in the forms attached hereto as Schedule 5.5(c); (d) all VALENT Technical and Market Information in hard copy and, where possible, on computer diskettes or other computer-readable media; (e) all necessary paperwork required to discontinue or assign to PURCHASER, as the Parties may agree, its State Registrations as identified on Schedule 5.5(e); and

(f) an Assignment and Assumption Agreement in the form attached as Schedule 5.5(f).


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ARTICLE 6 - ORTHENE TRADEMARK.

In a Trademark License Agreement dated September 16, 1991, (" Trademark License" ...