Purchase & Sale Agreements in Oregon

By Brad MacLiver
Authorship and profile at Google


Pharmacy Listing Agreements are types of contracts that provide pharmacy brokers with the business seller’s permission to sell their Oregon drug store.  While in the process of presenting the business that is being sold to qualified drug store buyers, there are preliminary offers and negotiations.

Once preliminary stages are negotiated, it is then time to put forth details of the potential pharmacy transaction in the form of a contract.  This contract is usually known as the Purchase and Sale Agreement, but it may also be referred to as an Asset Purchase and Sale Agreement, Pharmacy Asset Purchase Agreement, Asset Purchase Agreement, or variations of these contract titles. Whatever the title is on the contract, this document should be considered the “blueprint” for transferring the pharmacy business to the new owner.  

The details of the Pharmacy Purchase and Sale Agreement explain how much the buyer will agree to pay and what assets the seller in Oregon is conveying to the buyer. After the agreement is put in writing and the transaction is described in detail and both accepted and signed by both parties, this contract will become a legally binding agreement. It is important that during the negotiated development of the Pharmacy Purchase and Sale Agreement, both parties take proper diligence.

Due to liability issues it is seldom that a pharmacy’s corporate stock will be purchased. Therefore, these transactions almost always are only asset purchases.

Elements in the Pharmacy Purchase and Sale Agreement will include, but are not limited to: assets being purchase, assets being excluded, aspects of counting and purchasing the inventory, both electronic and hard copies of pharmacy customer files, liabilities, purchase prices, closing date, transferring title of the assets being purchased, pharmacy customer file conversion, representations and warranties, non compete, restrictive covenants, transferring of any phones, notification of customers, signs, Board of Pharmacy notification, accounts receivables, employment of business seller and pharmacy employees, confidentiality, counting the pharmacy’s inventory, any and all costs associated with the closing, lien searches, actions to be taken before the date of closing, along with the pharmacy’s computers, office equipment, and any automated filling machines.

Although it covers many aspects of transferring the business assets from the Oregon pharmacy seller to the new owner, it should be understood that the Purchase & Sale Agreement does not provide tax and legal guidance for the seller. Those issues do not pertain to the buyer of the assets. Therefore, the pharmacy seller in Oregon should be well advised by a knowledgeable pharmacy broker, accountant, or attorney regarding tax consequences, restrictive covenants, and the structure of the deal. These aspects of the deal may not have any impact from the buyer’s point of view, but if not considered carefully may have affects to the seller’s financial position after the transaction is closed.

Oregon pharmacy owners who are considering selling will benefit when working with a specialist who operates exclusively in the Oregon pharmacy industry and can provide expert guidance in bringing about a transaction that provides the most benefits regarding the seller’s tax consequences, family and estate planning. Proper planning and a blueprint that structures the transaction appropriately will increase the net amount of money the seller receives for the pharmacy’s assets.

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