Oklahoma Pharmacy Sale & Purchase Agreements

By Brad MacLiver
Authorship and profile at Google


A Pharmacy Listing Agreement is the contract that provides a pharmacy broker the business seller’s permission to sell their drug store in Oklahoma. During the process of presenting the business being sold to qualified drug store buyers there are negotiations and preliminary offers.

Once the preliminary stages have been negotiated it is time to put forth the details of the potential pharmacy transaction in contract form. This contract is usually called 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 Pharmacy Purchase and Sale Agreement details how much the buyer agrees to pay and what assets the seller in Oklahoma is conveying to the buyer. When the agreement is put in writing, describes the transaction in some detail, and is accepted and signed by both parties, this contract becomes a legally binding agreement. Therefore, during the negotiated development of the Pharmacy Purchase and Sale Agreement proper diligence should be taken.

Because of liability issues, it is rare that an Oklahoma pharmacy’s corporate stock is purchased. These transactions are therefore almost always only asset purchases.

Elements of the Pharmacy Purchase and Sale Agreement 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 price, closing date, transferring title of the assets being purchased, pharmacy customer file conversion, representations and warranties, non compete, restrictive covenants, transferring the phone, notifying customers, signs, Board of Pharmacy notification, accounts receivables, employment of business seller and pharmacy employees, confidentiality, counting the pharmacy’s inventory, 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 several aspects of transferring business assets from the Oklahoma pharmacy seller to the new owner, it should be understood that the Purchase & Sale Agreement will not provide any tax and legal guidance for the seller; these issues are not relevant for the buyer of the assets. For these reasons, the pharmacy seller in Oklahoma should be well-informed by a knowledgeable pharmacy broker, an accountant, or an attorney regarding the tax consequences, structure, and restrictive covenants of the deal. These aspects of the deal might have no impact from the buyer’s point of view, but if they are not carefully considered, they may affect the seller’s financial position after the transaction has closed.

Oklahoma pharmacy owners that are considering to sell will benefit when working with specialists who operate exclusively in the pharmacy industry and also provide expert guidance when bringing about transactions that provide the most benefits for the seller’s tax consequences, estate and family planning. Proper planning along with a blueprint that structures transactions appropriately will increase the net amount of money the seller will receive for the pharmacy’s assets.

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