Asset Purchase Agreement

EXHIBIT 10.9

ASSET PURCHASE AND SALE AGREEMENT

By and Between CHEMTURA CORPORATION

and

AMVAC CHEMICAL CORPORATION

Dated December 14, 2007

TABLE OF CONTENTS


Page 1. DEFINITIONS 1 2. SALE AND TRANSFER OF THE PURCHASED ASSETS; LIABILITIES; CLOSING 5 2.1 PURCHASED ASSETS; LIABILITIES 5 2.2 PURCHASE PRICE; CLOSING INVENTORY 7 2.3 CLOSING 8 3. REPRESENTATIONS AND WARRANTIES OF SELLER 9 3.1 ORGANIZATION; AUTHORITY; NO CONFLICT; CONSENTS 9 3.2 TITLE 10 3.3 LITIGATION; COMPLIANCE WITH LEGAL REQUIREMENTS 10 3.4 BROKERS OR FINDERS 10 3.5 ABSENCE OF CHANGE 10 3.6 TRANSFERRED REGISTRATIONS 11 3.7 TRANSFERRED REGISTRATION DATA 11 3.8 TRANSFERRED TRADEMARKS 11 3.9 TRANSFERRED KNOW-HOW 12 3.10 CLOSING INVENTORY 12 3.11 CONTRACTS 13 3.12 FINANCIAL INFORMATION 13 4. REPRESENTATIONS AND WARRANTIES OF BUYER 13 4.1 ORGANIZATION; AUTHORITY; NO CONFLICT; CONSENTS 13 4.2 LITIGATION; COMPLIANCE WITH LEGAL REQUIREMENTS 14 4.3 BROKERS OR FINDERS 14 4.4 PAYMENTS OF BUYER 15 4.5 INSPECTIONS; NO OTHER REPRESENTATIONS 15 5. COVENANTS 15 5.1 *** 15 5.2 EXECUTION AND DELIVERY OF OTHER TRANSACTION DOCUMENTS 15 5.3 ACCESS AND INVESTIGATION 16 5.4 PRODUCT REGISTRATIONS 17 5.5 CONFIDENTIALITY 18 5.6 PUBLICITY 18


i 5.7 TRANSFER TAXES 19 5.8 CERTAIN DOCUMENTS 19 6. INDEMNIFICATION; REMEDIES 20 6.1 INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER 20 6.2 INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER 20 6.3 SURVIVAL; TIME LIMITATIONS 20 6.4 LIMITATIONS ON DAMAGES 21 6.5 PROCEDURE FOR INDEMNIFICATION-THIRD-PARTY CLAIMS 21 6.6 PROCEDURE FOR INDEMNIFICATION-OTHER CLAIMS 22 6.7 NET RECOVERY; MITIGATION; ETC. 22 7. GENERAL PROVISIONS 23 7.1 EXPENSES 23 7.2 NOTICES 23 7.3 DISPUTE RESOLUTION; GOVERNING LAW; JURISDICTION 24 7.4 NO IMPLIED WAIVERS; NO JURY TRIAL 24 7.5 ENTIRE AGREEMENT AND MODIFICATION 25 7.6 ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS 25 7.7 SEVERABILITY 25 7.8 SECTION HEADINGS; CONSTRUCTION 25 7.9 TIME OF THE ESSENCE 26 7.10 COUNTERPARTS 26 EXHIBITS [NOTE: Conform after edit]

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ASSET PURCHASE AND SALE AGREEMENT This Asset Purchase and Sale Agreement (this " Agreement" ) is made as of the 15th day of December 2007, by and between Chemtura Corporation, a Delaware corporation (" Seller" ) and AMVAC Chemical Corporation, a California corporation (" Buyer" ).

RECITALS

WHEREAS, Buyer and/or its Affiliates desires to purchase from Seller and/or its Affiliates, and Seller and/or its Affiliates desires to sell to Buyer and/or its Affiliates, the Purchased Assets, all for the consideration and on the terms set forth in this Agreement. NOW THEREFORE, for and in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, Buyer and Seller hereby agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings specified or referred to in this Article 1:

" Affiliate" means, with respect to any Person (a) any Person directly or indirectly controlling, controlled by or under common control with such Person, (b) any officer, director, general partner, member or trustee of such Person or (c) any Person who is an officer, director, general partner, member or trustee of any Person described in clauses (a) or (b) of this sentence. For purposes of this definition, the terms " control" , " controlling" , " controlled by" or " under common control with" shall mean the possession, direct or indirect, of the power to control the management of a Person, whether through the ownership of voting securities, by contract or otherwise. " Agreement" is defined in the preamble hereof.

" Assignment and Assumption Agreement" means the Assignment and Assumption Agreement in the form attached hereto as Exhibit 1(a) to be entered into by Seller and Buyer at the Closing. " Assumed Liabilities" is defined in Section 2.1(c) hereof.

" Basket" is defined in Section 6.4(a) hereof.

" Bill of Sale" means the Bill of Sale in the form attached hereto as Exhibit 1(b) to be entered into by Seller and Buyer at the Closing.

" Breach" a " Breach" of a representation, warranty, covenant, obligation, or other provision of this Agreement will be deemed to have occurred if there is or has been an actual breach of, or any actual failure to perform or comply with, such representation, warranty, covenant, obligation or other provision.

" Buyer" is defined in the preamble hereof. " Buyer' s Disclosure Schedules" means the disclosure schedules of Buyer referred to in Article 4 hereof and attached hereto and made a part hereof.

" Buyer Indemnified Persons" is defined in Section 6.1 hereof. " Closing" means 6:00 pm EDT on the date hereof.

" Closing Inventory" means Seller' s and its Affiliates' inventories of the items listed in Exhibit 1(c) attached hereto as of the Closing, including (a) finished goods; (b) raw materials, packaging and intermediates for use solely for the manufacture, formulation and/or packaging of Products; and (c) semi-finished Products.

" Collateral Source" is defined in Section 6.7 hereof.

" Confidential Information" is defined in Section 5.5 hereof.

" Consent" means any approval, consent or other authorization.

" Contemplated Transactions" means all of the transactions contemplated by this Agreement and the other Transaction Documents.

" CPR" is defined in Section 7.3(b) hereof.

" Damages" is defined in Section 6.1 hereof.

" Deferred Purchase Price" is defined in Section 2.2(b) hereof.

" Encumbrance" means any lien, pledge, security interest, right of first refusal, or other like restriction.

" Excluded Liabilities" is defined in Section 2.1(d) hereof.

" Excluded Products" means the following seed treatment products: (a) System 3 and (b) Prevail.

" Governmental Body" means any federal, state, local, municipal, foreign or other governmental body entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority.

" Indemnified Person" means a Buyer Indemnified Person or a Seller Indemnified Person, as the case may be.

" Indemnifying Person" is defined in Section 6.5(a) hereof.


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" Knowledge" an individual will be deemed to have " Knowledge" of a particular fact or other matter only if such individual is actually aware of such fact or other matter.

" Legal Requirement" means any applicable law, statute, treaty, rule, code, ordinance, regulation, order, enforcement action, injunction, judgment, decree or enforceable judicial or administrative interpretation thereof of any Governmental Body. " Liabilities" means any liabilities, obligations, expenses, claims, taxes or assessments, losses, or damages of or by any Person.

" Material Adverse Effect" means a material adverse effect on the Purchased Assets, taken as a whole, except any material adverse effect (a) related to general economic, regulatory or political conditions or from terrorist acts, declared or undeclared war or other hostilities, (b) that affects the general industry in which the Purchased Assets are owned or used, (c) relating to changes in accounting requirements, under generally accepted accounting principles or other similar standards, applicable to the Products or (d) relating to the announcement of the Contemplated Transactions. Notwithstanding anything contained herein to the contrary, no action taken by Seller or Buyer (or any of their Affiliates) expressly required or contemplated by this Agreement or the other Transaction Documents shall be deemed to have a Material Adverse Effect.

" Ordinary Course of Business" an action taken by a Person will be deemed to have been taken in the " Ordinary Course of Business" if such action is substantially consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to-day operations of such Person. " PCNB" means pentachloronitrobenzene

" Permitted Encumbrance" means (a) any Encumbrance for taxes accrued but not yet due or for taxes the validity of which are being contested in good faith by appropriate proceedings or (b) any statutory carriers' , warehousemen' s, workmen' s or mechanics' lien or other like Encumbrance that is not yet delinquent or is being contested in good faith by appropriate proceedings. " Person" means any individual , corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or Governmental Body.

" Proceeding" means any action , arbitration, hearing, litigation or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted or heard by or before any Governmental Body. " Products" means the products listed in Exhibit 1(d) , but specifically excluding the Excluded Products. " Product Registration" means a permission, authorization, registration and/or approval from an applicable Governmental Body that is necessary for the sale of a Product.


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" Product Registration Data" means the data, information and studies relating to a particular active ingredient and its formulations, including its impurities or metabolites, which have been submitted to a Governmental Body in support of an application for a Product Registration. " Purchase Price" is defined in Section 2.2(a) hereof.

" Purchased Assets" is defined in Section 2.1(a) hereof.

" Seller" is defined in the preamble hereof.

" Seller Indemnified Persons" is defined in Section 6.2 hereof.

" Seller' s Disclosure Schedules" means the disclosure schedules of Seller referred to in Article 3 hereof and attached hereto and made a part hereof.

" Seller' s Knowledge" means the knowledge of Robert Cannings (with respect to Sales & Marketing), Alex Dzialo (with respect to Production, Manufacturing & Tolling) and Michael Dupre (with respect to Registrations).

" Third-Party Claim" is defined in Section 6.5(a) hereof.

" Threatened" a claim , Proceeding, order, dispute, action or other matter will be deemed to have been " Threatened" against a Person if any demand or statement has been made in writing, or any written notice has been given to such Person.

" Trademark Assignment" means the Trademark Assignment in the form attached hereto as Exhibit 1(d) to be entered into by Seller and Buyer at the Closing.

" Transaction Documents" means this Agreement (together with the schedules and exhibits attached hereto), the Assignment and Assumption Agreement, the Trademark Assignment, the Bill of Sale, and any other documents or agreements executed and/or delivered in connection with the Contemplated Transactions. " Transferred Contracts" means those contracts to be transferred to Buyer hereunder as identified on Exhibit 1 (e) . " Transferred Know-How" is defined in Section 2.1(a)(iv) hereof.

" Transferred Registration Data" is defined in Section 2.1(a)(ii) hereof.

" Transferred Registrations" is defined in Section 2.1(a)(i) hereof.

" Transferred Trademarks" is defined Section 2.1(a)(iii) hereof.


4 2. SALE AND TRANSFER OF THE PURCHASED ASSETS; LIABILITIES; CLOSING

2.1 PURCHASED ASSETS; LIABILITIES.

(a) Purchased Assets . At the Closing, and upon the terms and subject to the conditions of this Agreement, Seller shall, and/or shall cause its applicable Affiliates to, sell and assign to Buyer and/or its designated Affiliates, and Buyer shall, and/or shall cause its designated Affiliates to, purchase and accept from Seller and/or its applicable Affiliates, all of Seller' s and/or its Affiliates' right, title and interest existing on the Closing Date in and to the following assets, free and clear of Encumbrances, other than Permitted Encumbrances (the " Purchased Assets" ):

(i) Seller' s and/or its Affiliates' Product Registrations as expressly identified and set forth in Exhibit 2.1(a)(i) (collectively, the " Transferred Registrations" ); (ii) Seller' s and/or its Affiliates' Product Registration Data to the extent specifically relating to and in support of the Transferred Registrations which, to Seller' s Knowledge, are identified and set forth in Exhibit 2.1(a)(ii) (collectively, the " Transferred Registration Data" ) including, without limitation, rights to data compensation associated therewith;

(iii) Seller' s and/or its Affiliates' trademarks as expressly identified and set forth in Exhibit 2.1(a)(iii) (collectively, the " Transferred Trademarks" );

(iv) Seller' s and/or its Affiliates' know-how specifically relating to the formulation of formulated Products, as expressly identified on Exhibit 2.1(a)(v) (collectively, the " Transferred Know-How" ) ; (v) Seller and/or its Affiliates' books, records and files, including without limitation, customer lists, sales and marketing information, sales records, pricing information, incentive programs, distribution programs, supply information, and all efficacy data to the extent specifically relating to Seller' s and/or its Affiliates' sales of Products; (vi) Seller' s and/or its Affiliates' rights under the Transferred Contracts; and (vii) Seller' s and/or its Affiliates' rights under customer orders for Products received by Seller for which title has not passed to customer as of the Closing.

(b) Excluded Assets . Notwithstanding the foregoing, the Purchased Assets shall not include any of the following:

(i) any cash or accounts receivable (including, but not limited to, any cash or accounts receivable arising from or relating to the sale of Products by Seller or any of its Affiliates);


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(ii) any prepaid deposits or prepaid expenses (including, but not limited to, any prepaid deposits or prepaid expenses arising from or relating to the sale of Products by Seller or any of its Affiliates);

(iii) rights under any contracts or agreements to which Seller is a party relating to the sale of the Products (except to the extent specifically assigned hereunder); (iv) any asset, right or property owned or used by Seller or its Affiliates, or relating to Products, unless such asset, right or property is expressly identified in Section 2.1(a) as a Purchased Asset;

(v) the rights that accrue or will accrue to Seller under this Agreement or any other Transaction Document;

(vi) any Closing Inventory, which is specifically provided for in Section 2.2(c) hereof;

(vii) any inventories of Excluded Products; or (viii)***.

(c) Assumed Liabilities . Effective immediately after the Closing, Buyer shall be responsible for and shall assume and agree to pay, discharge or perform, as appropriate, when due the following Liabilities (collectively, the " Assumed Liabilities" ):

(i) any Liability arising out of or relating to the Purchased Assets to the extent that any such Liability is for, relates to or arises during time periods after the Closing;

(ii) any Liability arising out of or relating to the sale of Products or the conduct of the business relating to the Purchased Assets and the sale of Products, to the extent that any such Liability is for or relates to Products sold by Buyer after the Closing (including, without limitation, any and all storage and warehouse costs associated with the Products incurred on or after the Closing), provided, however, that nothing in this section is intended to relieve Seller of warranty obligations relating to any Closing Inventory purchased by Buyer from Seller after the Closing;

(iii) any tax liability assessed against or with respect to the Purchased Assets or Products at anytime after the Closing relating to the Purchased Assets or Products sold at any time on or after the Closing; and (iv) any Liability arising out of or relating to any Transferred Contracts to the extent that such Liability is for, relates to or arises during time periods after the Closing.


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(d) Excluded Liabilities . Buyer shall not assume or become responsible for the following Liabilities (collectively, the " Excluded Liabilities" ):

(i) any Liability arising out of or relating to the Purchased Assets to the extent that any such Liability is for, relates to and arises during time periods on or prior to the Closing, including, without limitation, those related to the Transferred Contracts; (ii) any Liability arising out of or relating to Seller' s sale of Products to the extent that any such Liability is for, relates to Products sold by Seller on or prior to the Closing; and

(iii) any tax liability assessed against or with respect to the Purchased Assets or Products at any time on or prior to the Closing relating to the Purchased Assets or Products sold at any time on or prior to the Closing. (iv) any Liability arising out of or relating to rebate or incentive payment programs in effect between Seller and its distributors or customers.

(v) any other liability that is not specifically assumed by Buyer as per Section 2.1 (c) above.

2.2 PURCHASE PRICE; CLOSING INVENTORY

(a) In consideration for Seller' s and/or its Affiliates' sale, assignment and delivery of the Purchased Assets to Buyer and/or its Affiliates, and Seller' s and its Affiliates' performance of their respective obligations contained in this Agreement, at the Closing, Buyer shall pay, or cause to be paid, to Seller, by wire transfer to an account designated by Seller, an amount equal to *** )(the " Purchase Price" ). (b) In addition, on or before December 15, 2009, Buyer shall pay, or cause to be paid, to Seller, by wire transfer to an account designated by Seller, an amount, equal to *** less the amount, if any, calculated as per Exhibit 2.2(b) hereto (the " Deferred Purchase Price" ). (c) In addition to the foregoing,

(i) promptly after the Closing (and following the physical stock taking described in the immediately following paragraph), Seller shall, and/or shall cause its applicable Affiliates to, deliver to Buyer and/or its applicable Affiliates, the Closing Inventory, which Buyer and/or its Affiliates shall keep as consigned inventory in one or more locations, under Buyer' s control, segregated from Buyer' s other inventory and clearly labeled as the property of Seller (the " Consigned Storage" ). Buyer shall maintain at all times during the term of the consignment provided for herein, all permits required for the storage of the consigned Products and the storage area for such consigned Products shall comply with all applicable laws and regulations. All storage and unloading costs and all costs of withdrawal of the consgined Products from storage will be for the account of Buyer. Buyer agrees to purchase the Closing Inventory from time to time on an as needed basis at the prices set forth in Exhibit 2.2(c)(i) (which will be provided to Buyer by Seller immediately after Closing), which prices shall be no greater than Seller' s book value (to be determined with accounting a valuation principles as consistently applied by Seller maintaining full accounting and valuation consistency with


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previous financial statements, in particular providing for sufficient and appropriate depreciation and value adjustments) for such goods; provided that if Buyer has not purchased all of the Closing Inventory from the Consigned Storage by July 31, 2008, Buyer shall be deemed to have withdrawn any and all Closing Inventory then remaining, as of such date. Title to such Closing Inventory shall remain with Seller until Buyer withdraws or is deemed to withdraw any such Closing Inventory from Consigned Storage. Risk of loss, however, shall pass to Buyer upon Buyer' s receipt of such Closing Inventory into Consigned Storage. Not later than the 10 th day of each month, Buyer agrees to provide Seller with a written report on a monthly basis indicating the level of Closing Inventory that has been withdrawn or that is deemed to have been withdrawn from Consigned Inventory during the immediately prior calendar month. Buyer agrees to make payment for Closing Inventory so reported to have been withdrawn or deemed to have been withdrawn on a net thirty (30) day basis as measured from the date of the applicable monthly report. All purchases of Closing Inventory shall be subject to, and Buyer shall pay, any applicable taxes relating to such purchases, including any value added taxes.

(ii) Seller shall perform a count of the Closing Inventory through either (a) a physical stock taking of the Closing Inventory which Buyer shall be given the opportunity to observe or (b) written certifications from warehouses holding Closing Inventory. As promptly as possible, but in any event within ten (10) business days after the Closing Date, Seller shall deliver to Buyer an un-audited statement of the value and quantity of the Closing Inventory based upon the book value as described in the immediately preceding paragraph, as shown in the records of Seller (and/or its Affiliates) holding such Closing Inventory as of the Closing Date.

2.3 CLOSING

The closing of the purchase and sale of the Purchased Assets (the " Closing" ) shall take place on the Closing Date at the offices of Seller located in Middlebury, Connecticut, or at such other place or in such other manner as shall be mutually agreed upon by the parties. At the Closing, the parties shall take any actions necessary to finalize the transactions contemplated hereunder, including

(a) The parties shall execute, and procure where necessary that their Affiliates execute, such deeds or other instruments (including this Agreement) and perform and procure where necessary that their Affiliates perform all other actions as are necessary to transfer title to and possession of, the Purchased Assets, including, without limitation, the transfer of title to and possession of tangible assets sold pursuant hereto, the assignment of Transferred Registrations, the assignment of the Transferred Contracts, the transfer of title to and possession of the Transferred Registration Data, the assignment or licensing of Transferred Trademarks and Transferred Know-How, and the transfer of books, records and documentation as provided hereunder and as are necessary to transfer the rights and obligations provided for in the Assignment and Assumption Agreement;

(b) Buyer shall pay the Purchase Price in accordance with Section 2.2 above; and


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(c) Seller and/or its Affiliates shall execute and deliver the Bill of Sale.

Each of Seller and Buyer shall cause its respective Affiliates to take any action that is required for the Closing. 3. REPRESENTATIONS AND WARRANTIES OF SELLER

Except as set forth in Seller' s Disclosure Schedules, Seller hereby represents and warrants to Buyer as of the date hereof as follows:

3.1 ORGANIZATION; AUTHORITY; NO CONFLICT; CONSENTS

(a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

(b) Each of Seller and its Affiliates has the requisite power and authority to (i) sell the Purchased Assets, (ii) execute and deliver the Transaction Documents to which it is a party and (iii) consummate the Contemplated Transactions required to be consummated by it. Seller has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of creditors' rights generally, general equitable principles, and court discretion in granting equitable remedies.

(c) Except as set forth in Schedule 3.1(c) of Seller' s Disclosure Schedules , none of Seller' s execution, delivery nor performance of the Transaction Documents to which it is a party, nor Seller' s consummation of the Contemplated Transactions, will:

(i) result in a violation of any of the constituent documents of Seller or any resolution currently in effect adopted by the management organization of Seller; or (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, i ...