Terms: FOR ENTIRETY DEPOSIT INFORMATION, PLEASE CONTACT PAUL COTTO at PCOTTO@PESCO.COM.  WIRE TRANSFER DEPOSITS CAN BE MADE AT:

Paul E. Saperstein Co., Inc
Escrow Account
Via Citizen's Bank Wire Department
1 Citizens Drive, Riverside, RI 02915
Mail Code: ROP480
ABA#: 011500120
Account#: 1326246906

Paul E. Saperstein Co
144 Centre. St. Holbrook, MA 02343
Phone: 800-660-6553
Fax: 781-767-9686

Cash, credit card, certified or bank letter guaranteeing check. 25% deposit on all purchases.  8% admin fee with a 4% discount for cash and certified funds.

AUCTION PROCEDURES

In re OPK Biotech, LLC, Chapter 7 Case No. 14-11870-JNF

            The following terms, together with the terms set forth in the Amended Notice of Intended Public Auction of Personal Property [bankruptcy docket no. 44] and the Second Amended Notice of Intended Public Auction of Personal Property [bankruptcy docket no. 74] which are hereby incorporated by reference, shall apply to the public auction (the “Auction”) by Harold B. Murphy, the Chapter 7 trustee (the “Trustee”) of OPK Biotech, LLC (the “Debtor”) of substantially all of the assets (collectively, the “Assets”) of Debtor’s estate (the “Estate”) to take place on August 5, 2014 at 10:00 a.m. at the Holiday Inn Hotel located at 30 Washington Street, Somerville, Massachusetts 02143.  The Trustee reserves the right to modify and amend the terms set forth herein at the time of the Auction, which modifications and amendments shall supersede the following:

• The Assets shall be transferred on an “as is” and “where is” basis, without any representations or warranties of any kind whatsoever.
• Lots to be Sold.  Bidding for the Assets at the Auction may be in the form of sealed bids, live bids, or any combination or order thereof as determined by the Trustee at the time of the Auction for the following lots:

• Lot A: The Intellectual Property:  The Estate’s right, title, and interest, if any, in all of the Debtor’s intellectual property including, but not limited to, patents and patents pending, trademarks, tradenames, licensing agreements, customer lists, trade secrets, internal documentation including pre-clinical and clinical trial information, manufacturing R&D, and process development reports, regulatory correspondence and filings, quality assurance and quality control documentation, and, at the election of the successful bidder for the Intellectual Property, all of the issued and outstanding equity securities of Biopure Netherlands, B.V. and Biopure South Africa, Pty, Ltd., and all finished goods inventory of Oxyglobin and Hemopure located at (i) 11 Hurley Street, Cambridge, Massachusetts, and (ii) 31-39 Hurley Street and 16-26 Spring Street, Cambridge, Massachusetts (collectively, the “Premises”).
• Lot B: Tangible Personal Property:  The Estate’s right, title, and interest, if any, in all of the Debtor’s tangible personal property located at the Premises and, at the election of the successful bidder for the Tangible Personal Property, the Debtor’s leasehold interests in 11 Hurley Street, Cambridge, Massachusetts and/or 31-39 Hurley Street and 16-26 Spring Street, Cambridge, Massachusetts, provided however that, any bid for the Tangible Personal Property may not be contingent upon the assumption and assignment of the Debtor’s leasehold interests in the Premises and any cure costs related to the assumption of the Debtor’s leasehold interests shall be borne solely by the successful bidder.
• Lot C:  The Intellectual Property and Tangible Personal Property.
• Lot D:  Individual items or groupings of Tangible Personal Property in lots as determined at the time of the Auction.

Additional information with respect to the Assets is available from the Trustee, Harold B. Murphy, Murphy & King, Professional Corporation, hmurphy@murphyking.com, the Trustee’s auctioneer, Paul E, Saperstein, Co., Inc.  (the “Auctioneer”) at https://www.pesco.com/consumerCommercialAuctions.jsp, or the Trustee’s financial advisor, Mr. Lawton Bloom, Argus Management Corporation, lbloom@arguscorp.net.

The Trustee reserves the right to modify the Lots at any time prior to the Auction.

Bidders may participate in the Auction online via  www.bidspotter.com, but any sealed bid for the Assets must be submitted directly to the Auctioneer at pcotto@pesco.com.

• A Qualified Bid for the Assets must:
  • be in a specific amount, not relative to any other bid;
  • be accompanied by a deposit of in certified funds equal to twenty-five percent (25%) of such bid; and
  • not be subject to any contingencies, including, without limitation, contingencies regarding financing, due diligence, the receipt of permits or licenses, the successful purchase of any other Assets or Lot.
  • Successful Bid.  The Trustee shall determine, in his sole discretion, which of the Qualified Bids, if any, constitutes the highest and best bid(s) for the Assets or Lots (“Successful Bid”) and reserves the right to reject all bids for any Asset or Lot.

To the extent that the Trustee does not consummate a sale to the highest bidder for any or all of the Assets or Lots for any reason, the Trustee may, in his discretion, sell all or a portion of the Assets or Lots to the second highest bidder(s) for such Assets or Lots.

• Removal of Tangible Personal Property from the Premises.  The party or parties who submit a Successful Bid for the Tangible Personal Property shall have until September 5, 2014 (the “Removal Date”) to remove the Tangible Personal Property from the Premises.  Removal of the Tangible Personal Property shall be done in coordination with the Auctioneer, in a workmanlike manner, and in accordance with applicable law.  Such party or parties shall, prior to the removal of any Assets, provide proof of insurance satisfactory to the Trustee, in his sole discretion, with respect to any damage to the Premises which may result from such removal.  Any Tangible Personal Property needing rigging or professional services to remove will require an additional insurance policy naming the following entities: Tarvis Realty, LLC, Eleven Hurley Street Associates, Varney & Frederick Hintlian, the Trustee, Murphy & King, P.C., and the Auctioneer.

An entirety purchaser of the Tangible Personal Property may extend the Removal Date for up to thirty (30) days (the “Extension Period”), provided that such purchaser will be responsible for the use and occupancy of the Premises during the Extension Period in an amount to be determined but not to exceed $89,706.50, the current base rent for the Premises.  The use and occupancy charged will be prorated appropriately for any amount less than the full thirty (30) days of the Extension Period utilized by the purchaser.

• Further Modification.  The Trustee reserves the right to further modify or supplement the terms of the Auction at any time prior to the conclusion of the Auction.

Call auctioneers office for further details.  Trustee In Bankruptcy Sale At Public Auction RE: OPK Biotech, LLC. Honorable Joan N Feeney, Bankruptcy Judge for Case #14-11870-JNF. Harold B. Murphy, Trustee, Murphy & King, Boston, MA.

Additional Terms: All bills to be paid in full within 24 hours of the conclusion of the sale. Deposits and payments can be made by cash, credit card, certified check, personal or business checks. Please note, personal or business checks must have a bank letter of guarantee in order to be accepted. Full payment must be made within 24 hours of the conclusion of the sale. 

We have not tested any of the equipment.  It has been made available for inspection for a full day and by appointment.  All goods are being sold on an "as-is, where-is" basis and making no guarantees or warranties as to the condition of any item. Some items are marked for parts only and we have reflected that on your catalog.  Buyers are strongly urged to inspect all items before bidding. All goods are sold "as-is" and without recourse. <p>

Auctioneer reserves the right to reject any and all bids. 

Sales tax will be charged and collected on all purchases unless the clerk is furnished with acceptable proof of exemption. 

All potential online buyers must register at www.bidspotter.com prior to the auction and may be required to provide additional information to satisfy auctioneer.  Paul Saperstein Company may, in its sole discretion, deny registration to any person or entity. 

Auctioneer reserves the right to withdraw any of the items advertised to be sold, to sell items not listed, to group two or more lots into one lot number or to subdivide one lot into two or more lot numbers. Auctioneer reserves the right to offer all lot numbers in the entirety. 

No article shall be removed unless it is paid for in full. All articles purchased shall be removed within the time period made by the auctioneer during announcements prior to the sale. Each buyer is responsible for removing his/her items won at the auction. This means you should arrange for a shipper, hire your own help and bring your own handling equipment. Auctioneer will not, in any event, be liable for non-removal of items by the purchaser. 

Winning bidders can request a printed paper invoice from the bookkeeper at the sale location during or after the sale.  At the conclusion of the sale, online bidders will be sent an electronic invoice to the email address provided during registration. Invoices can be faxed upon request. Detailed payment instructions for each sale are available in the terms section on the website and on the front page of your catalog.  Online bidders will be sent payment instructions via email along with their invoice.  They will be responsible for same deposit requirements as onsite bidders. 

Auctioneer reserves the right to withdraw any of the items advertised to be sold, to sell items not listed, to group two or more lots into one lot number or to subdivide one lot into two or more lot numbers.   Additionally, Auctioneer reserves the right to offer all lot numbers in the entirety. 

We have posted contact information for local shippers, but they are in no way affiliated with the Paul E. Saperstein Company. Additionally, the buyer is liable for any damages caused during the inspection or removal process. 

No article shall be removed unless it is paid for in full.  No items are to be removed during the auction sale unless otherwise permitted by a representative of the Paul E. Saperstein Company.  All articles purchased shall be removed within the time period made by the auctioneer during announcements prior to the sale.  Each buyer is responsible for removing his/her items won at the auction.  This means you should arrange for a shipper, hire your own help and bring your own handling equipment.  Auctioneer will not, in any event, be liable for non-removal of items by the purchaser.   If items are left at the auction site beyond the last day given for removal, the items shall be deemed as abandoned.  Seller shall have no further obligation to the buyer for these abandoned items. 

Our catalogs are prepared for informational purposes only. We do not guarantee or warrantee any of the information provided to you. We strongly encourage all bidders to inspect items prior to the sale. <p>

All potential online buyers must register at www.bidspotter.com prior to the auction and may be required to provide additional information to satisfy auctioneer. Paul Saperstein Company may, in its sole discretion, deny registration to any person or entity. <p>

In default of payment of bills in full within the time therein specified, the auctioneer in addition to all other remedies allowed by law, may retain all money received as deposit or otherwise, as liquidated damages.  When failing to pay, buyer is in direct violation of the United States Bankruptcy Laws and is subject to Federal Prosecution.  Lots not paid for and removed within the time allowed herein may be resold at public or private sale without further notice, and any deficiency, together with all expenses and charges of resale including legal fees, will be charged to the defaulting purchaser. 

BIDDING STARTS AT THE NOMINAL OPENING BID INDICATED BY THE AUCTIONEER FROM THE AUCTION BLOCK AND IS OPEN TO ALL REGISTERED AND APPROVED BIDDERS.  AUCTIONEER SHALL HAVE THE RIGHT TO SET BID INCREMENTS, ACCEPT OR REJECT ANY AND ALL BIDS DURING THE PROCESS.  BY REGISTERING FOR THE AUCTION, YOU ACKNOWLEDGE HAVING READ, AGREED TO, AND ACCEPTED THESE TERMS & CONDITIONS, AS MAY BE UPDATED FROM TIME TO TIME PRIOR TO OR DURING THE AUCTION. YOU ARE ENTERING INTO A BINDING CONTRACT. THERE ARE NO REFUNDS OR BID CANCELLATIONS. THE REGISTERED BIDDER IS PERSONALLY RESPONSIBLE, LEGALLY AND FINANCIALLY FOR ALL AUCTION ITEMS BID UPON WHETHER REPRESENTING HIMSELF/HERSELF OR ACTING AS AN AGENT.  ANY BID ACCEPTED ONLINE OR AT PUBLIC AUCTION IS A LEGAL AND BINDING CONTRACT TO PURCHASE.

ANY BIDDER WHO FAILS TO CONSUMMATE A PURCHASE WILL BE BANNED FROM BIDDING AT ALL FUTURE SELLER AUCTION EVENTS AND MAY BE PURSUED FOR CIVIL AND/OR CRIMINAL VIOLATIONS. YOU ACKNOWLEDGE THAT ACCEPTANCE BY ELECTRONIC MEANS IS BINDING AND ENFORCEABLE PURSUANT TO THE ELECTRONIC SIGNATURES IN GLOBAL TRANSACTIONS ACT (“UETA”) AND APPLICABLE STATE LAWS.