Common use of DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Clause in Contracts

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. ‌ The information set forth under "Items 1. and 2. Business and Properties -- Executive Officers of the Registrant" is incorporated herein by reference. Set forth below is information respecting the directors of the Company. Each director is elected for a term of three years and serves until his successor is elected and qualified. Ages given are as of December 16, 1996. Xxxxxxx X. Xxxxxx, a director since 1993, has served as Chairman of the Board of Directors since July 1994, and served as President and Chief Executive Officer of Xxxxxx from August 1994 until March 1995. He also has been a self-employed private investor for more than the past five years. His diversified portfolio consists of ownership of the Tampa Bay Buccaneers National Football League franchise and investments in television broadcasting, restaurants, food services equipment, health care, banking, real estate, stocks, government securities and corporate bonds. He is a director and Chairman of the Board of Houlihan's Restaurant Group, Inc. and also is a director of Specialty Equipment Companies, Inc. and Envirodyne Industries, Inc. He is 68 years of age. His current term of office as a director expires in 1999. Xxxxx X. Xxxxxx, a director since 1993, has served as President and Chief Executive Officer of the Company since March 1995. For the past five years, he has been employed by, and has worked on behalf of, Xxxxxxx X. Xxxxxx and a number of entities owned and controlled by Xxxxxxx X. Xxxxxx. He also serves as a director of Envirodyne Industries, Inc., Houlihan's Restaurant Group, Inc. and Specialty Equipment Companies, Inc. He is 36 years of age and his current term of office as a director expires in 1997. Xxxxx X. Xxxxxx is a son of Xxxxxxx X. Xxxxxx. Xxxxxx X. Xxxxxxxx, a director since 1974, has been the Chairman and Chief Executive Officer of Xxxxxx Protein, Inc. (a wholly owned subsidiary of the Company) since January 1993. He served as Acting Chief Operating Officer of Xxxxxx from December 1994 to March 1995, Chairman of the Board of Directors of Xxxxxx from December 1985 to July 1994, Chief Executive Officer of Xxxxxx from January 1983 to July 1994, and various other positions with Xxxxxx since 1970. Xx. Xxxxxxxx is also a director and Chairman of Xxxxxx Industries, Inc. He is 64 years of age. His current term of office as a director expires in 1999. Xxxxxx X. Xxxxxxx, Xx. has served as a director since May 1995. For more than the past five years, he has operated the Xxxxxxx Agency, an advertising and marketing/public relations firm in Baltimore, Maryland that specializes in sports, rental real estate and medical areas. Among the clients of the Xxxxxxx Agency are the Tampa Bay Buccaneers, owned by Xxxxxxx X. Xxxxxx. Xx. Xxxxxxx is 51 years of age and serves on the Audit Committee of the Company's Board of Directors. His current term of office as a director expires in 1998.

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. ‌ The information set forth under "Items 1. and 2. Business and Properties -- Executive Officers of the Registrant" is incorporated herein by reference. Set forth below is information respecting the directors of the Company. Each director is elected for a term of three years and serves until his successor is elected and qualified. Ages given are as of December 16, 1996. Xxxxxxx X. Xxxxxx, a director since 1993, has served as Chairman of the Board of Directors since July 1994, and served as President and Chief Executive Officer of Xxxxxx from August 1994 until March 1995. He also has been a self-employed private investor for more than the past five years. His diversified portfolio consists of ownership of the Tampa Bay Buccaneers National Football League franchise and investments in television broadcasting, restaurants, food services equipment, health care, banking, real estate, stocks, government securities and corporate bonds. He is a director and Chairman of the Board of Houlihan's Xxxxxxxx'x Restaurant Group, Inc. and also is a director of Specialty Equipment Companies, Inc. and Envirodyne Industries, Inc. He is 68 years of age. His current term of office as a director expires in 1999. Xxxxx X. Xxxxxx, a director since 1993, has served as President and Chief Executive Officer of the Company since March 1995. For the past five years, he has been employed by, and has worked on behalf of, Xxxxxxx X. Xxxxxx and a number of entities owned and controlled by Xxxxxxx X. Xxxxxx. He also serves as a director of Envirodyne Industries, Inc., Houlihan's Restaurant Group, Inc. and Specialty Equipment Companies, Inc. He is 36 years of age and his current term of office as a director expires in 1997. Xxxxx X. Xxxxxx is a son of Xxxxxxx X. Xxxxxx. Xxxxxx X. Xxxxxxxx, a director since 1974, has been the Chairman and Chief Executive Officer of Xxxxxx Protein, Inc. (a wholly owned subsidiary of the Company) since January 1993. He served as Acting Chief Operating Officer of Xxxxxx from December 1994 to March 1995, Chairman of the Board of Directors of Xxxxxx from December 1985 to July 1994, Chief Executive Officer of Xxxxxx from January 1983 to July 1994, and various other positions with Xxxxxx since 1970. Xx. Xxxxxxxx is also a director and Chairman of Xxxxxx Industries, Inc. He is 64 years of age. His current term of office as a director expires in 1999. Xxxxxx X. Xxxxxxx, Xx. has served as a director since May 1995. For more than the past five years, he has operated the Xxxxxxx Agency, an advertising and marketing/public relations firm in Baltimore, Maryland that specializes in sports, rental real estate and medical areas. Among the clients of the Xxxxxxx Agency are the Tampa Bay Buccaneers, owned by Xxxxxxx X. Xxxxxx. Xx. Xxxxxxx is 51 years of age and serves on the Audit Committee of the Company's Board of Directors. His current term of office as a director expires in 1998.

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. ‌ INFORMATION CONCERNING MEMBERS OF THE BOARD OF DIRECTORS‌ The following table sets forth certain information set forth under "Items 1. and 2. Business and Properties -- Executive Officers of the Registrant" is incorporated herein by reference. Set forth below is information respecting the directors of the Company. Each director is elected for a term of three years and serves until his successor is elected and qualified. Ages given are as of December 16, 1996. Xxxxxxx X. Xxxxxx, a director since 1993, has served as Chairman of the Board of Directors since July 1994, and served as President and Chief Executive Officer of Xxxxxx from August 1994 until March 1995. He also has been a self-employed private investor for more than the past five years. His diversified portfolio consists of ownership of the Tampa Bay Buccaneers National Football League franchise and investments in television broadcasting, restaurants, food services equipment, health care, banking, real estate, stocks, government securities and corporate bonds. He is a director and Chairman of the Board of Houlihan's Restaurant Group, Inc. and also is a director of Specialty Equipment Companies, Inc. and Envirodyne Industries, Inc. He is 68 years of age. His current term of office as a director expires in 1999. Xxxxx X. Xxxxxx, a director since 1993, has served as President and Chief Executive Officer of the Company since March 1995. For the past five years, he has been employed by, and has worked on behalf of, Xxxxxxx X. Xxxxxx and a number of entities owned and controlled by Xxxxxxx X. Xxxxxx. He also serves as a director of Envirodyne Industries, Inc., Houlihan's Restaurant Group, Inc. and Specialty Equipment Companies, Inc. He is 36 years of age and his current term of office as a director expires in 1997. Xxxxx X. Xxxxxx is a son of Xxxxxxx X. Xxxxxx. Xxxxxx X. Xxxxxxxx, a director since 1974, has been the Chairman and Chief Executive Officer of Xxxxxx Protein, Inc. (a wholly owned subsidiary of the Company) since January 1993. He served as Acting Chief Operating Officer of Xxxxxx from December 1994 to March 1995, Chairman concerning members of the Board of Directors of Xxxxxx from the Company as of December 1985 to July 199431, 1997: NAME AGE POSITION Chairman of the Board, Chief Executive Officer, Xxxxxx M.G. Chaltiel 56 President and Director Xxxxx Xxxxxxxxx 60 Director Xxxxx X. Xxxxxx 52 Director Xxxxxx X. Xxxxxxxxxx 54 Director Xxxxx X. Xxxxxx 67 Director Xxxxxx M.G. Chaltiel has been the Chairman, CEO and President of the Company and a Director of the Company since August 1994. Mr. Chaltiel served as President and CEO of Abbey Healthcare Group, Inc. ("Abbey") from November 1993 to February 1994 and prior thereto as Chairman, CEO and President of Total Pharmaceutical Care, Inc. ("TPC") from March 1989 to November 1993, when Abbey completed its acquisition of TPC. From May 1985 to October 1988, Mr. Chaltiel served as President, Chief Operating Officer and a Director of Xxxxxx Salick Health Care, Inc., a publicly-held company focusing on the development of outpatient cancer and dialysis treatment centers. Mr. Chaltiel served in a consulting capacity with Salick Health Care, Inc. from January 1983 October 1988 until he joined TPC. Prior to July 1994May 1985, and various other positions Mr. Chaltiel was associated with Xxxxxx International, Inc. ("Baxter") for 18 years in numerous corporate and divisional management positions, including Corporate Group Vice President with responsibility for the International Group and five domestic divisions with combined revenue in excess of $1 billion, President of Xxxxxx'x Artificial Organs Division, Vice President of its International Division, Area Managing Director for Europe and President of its French operations. While at Baxter, Mr. Chaltiel was instrumental in the development and successful worldwide commercialization of Continuous Ambulatory Peritoneal Dialysis, currently the most common mode of home dialysis. Xxxxx Xxxxxxxxx has been a Director of the Company since 1970August 1994. Xx. Xxxxxxxxx was a Senior Vice President and Senior Advisor, Corporate Finance, of Xxxxx Healthcare Corporation ("Xxxxx") until his retirement in 1997. Xx. Xxxxxxxxx also has held various senior executive offices with Xxxxx since 1976. Prior to joining Xxxxx, Xx. Xxxxxxxxx served as a Vice President of Bank of America. Xxxxx X. Xxxxxx has been a Director of the Company since August 1994. Xx. Xxxxxx has been a Managing Director of DLJ Merchant Banking, Inc. ("DLJMB") since September 1992. From April 1989 to September 1992, he was a Co-Chairman of Xxxxxx & Wheat, Inc., an investment firm specializing in leveraged buyouts. Prior thereto Xx. Xxxxxx was a Senior Vice President of Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation ("DLJ"). Xx. Xxxxxx is a Director of S.D. Xxxxxx Holdings Corporation, Xxxxx Products Co. and Jitney Jungle Stores Co. Xxxxxx X. Xxxxxxxxxx has been a director of the Company since July 1997. Xx. Xxxxxxxxxx, the Xxxxx X. XxXxxxxxx Professor of Business Administration Chair at the Harvard Business School, has been a member of the faculty at the Harvard Business School since 1971. Xx. Xxxxxxxxxx is a director of X.X. Xxxx, Inc., Cardinal Health, Inc., Deere & Company, Manor Care, Inc. and Schering- Plough Corporation. Xxxxx X. Xxxxxx has been a director of the Company since April 1997. Xx. Xxxxxx has been a Professor of Medicine, Physiology and Biophysics and Chief, Division of Nephrology, at the University of Southern California School of Medicine since 1974. Xx. Xxxxxx served as the president of the National Kidney Foundation from 1990 through 1992. No arrangement or understanding exists between any director and any other person or persons pursuant to which any director was or is to be selected as a director other than pursuant to the Shareholders Agreement. See "Item 13. Certain Relationships and Related Transactions." None of the directors has any family relationship among themselves or with any executive officer of the Company. INFORMATION CONCERNING EXECUTIVE OFFICERS The following table sets forth certain information concerning each person who is an executive officer of the Company as of December 31, 1997: NAME AGE POSITION Xxxxxx M.G. Chairman of the Board, Chief Executive Officer, Chaltiel 56 President and Director Xxxxxxx X. Xxxx 51 Executive Vice President and Chief Operating Officer Xxxxx X. Xxxxxxxx 40 Vice President, General Counsel and Secretary Xxxx X. Xxxx 37 Vice President, Finance and Chief Financial Officer Executive officers of the Company are elected by and serve at the discretion of the Board. Set forth below is a brief description of the business experience of all executive officers other than Mr. Chaltiel, who is also a director director. See "Information Concerning Members of the Board of Directors." Xxxxxxx X. Xxxx has been Executive Vice President and Chairman Chief Operating Officer of Xxxxxx Industries, Inc. He is 64 years the Company since August 1994. Xx. Xxxx was President of agethe Company from April 1994 through August 1994. His current term of office as a director expires in 1999. Xxxxxx X. XxxxxxxPrior thereto, Xx. has Xxxx served as President of Medical Ambulatory Care, Inc. and its subsidiaries since 1984. Xxxxx X. Xxxxxxxx has been Vice President, General Counsel and Secretary of the Company since August 1994. Prior to joining the Company, from May 1991 to April 1994, Xx. Xxxxxxxx served as Vice President, General Counsel and Secretary of TPC. From February 1988 to 1991, Xx. Xxxxxxxx served as Vice President and General Counsel of XxXxx Laboratories, Inc. (a director since May 1995. For more than the past five years, he has operated the Xxxxxxx Agency, an advertising and marketing/public relations firm in Baltimore, Maryland that specializes in sports, rental real estate and medical areas. Among the clients subsidiary of the Xxxxxxx Agency are the Tampa Bay BuccaneersCompany). Prior to February of 1988, owned by Xxxxxxx X. Xxxxxx. Xx. Xxxxxxxx was with the Xxxxxxx is 51 Company for seven years in numerous corporate, legal and management positions, including Assistant to the General Counsel. Xxxx X. Xxxx has been the Vice President, Finance and Chief Financial Officer of age and serves on the Audit Committee Company since its inception in April 1994. Prior thereto, Xx. Xxxx served in the same capacity with Medical Ambulatory Care, Inc. since May 1, 1993. From December 1990 to April 1993, he was the Chief Financial Officer for one of Xxxxx'x general acute hospitals. None of the executive officers has any family relationship among themselves or with any director of the Company's Board of Directors. His current term of office as a director expires in 1998.

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. ‌ The information set forth under "Items 1. and 2. Business and Properties -- Executive Officers of the Registrant" is incorporated herein required by reference. Set forth below is information respecting this item, with respect to the directors of the registrant, is incorporated by reference from the Company. Each director is elected for a term 's definitive proxy statement in connection with its Annual Meeting of three years and serves until his successor is elected and qualified. Ages given are as of Stockholders to be held on February 4, 1997, filed with the Commission on December 1620, 1996. Xxxxxxx X. Xxxxxx, in the table under the caption "Election of Directors." THE EXECUTIVE OFFICERS OF THE REGISTRANT ARE AS FOLLOWS: Xxxxxx Xxxxxxxxx, 57, is a director since 1993, founder of the Company and has served as been Chairman of the Board of Directors since July 1994Directors, and served as President and Chief Executive Officer of Xxxxxx from August 1994 until March 1995Treasurer since the Company's organization in November 1981. He Xx. Xxxxxxxxx is also has been a self-employed private investor for more than the past five years. His diversified portfolio consists of ownership of the Tampa Bay Buccaneers National Football League franchise and investments in television broadcasting, restaurants, food services equipment, health care, banking, real estate, stocks, government securities and corporate bonds. He is a director and Chairman of the Board of Houlihan's Restaurant Group, Inc. and also is a director of Specialty Equipment CompaniesMatritech, Inc. Xx. Xxxxxxxxx was a cofounder of Clinical Assays, Inc., serving from 1972 to 1980 as Vice President and Envirodyne Industriesthen as President. Xx. Xxxxxxxxx is the brother of Xxxxxx Xxxxxxxxx, a director of the Company, and husband of Xxxxxxx Xxxxxx Xxxxxxxxx. Xxx Xxxxxxxxx, 51, is a founder of the Company and has been employed as Senior Vice President-Research since November 1990. From December 1985 until November 1990, Xx. Xxxxxxxxx was Vice President -- Research of the Company and from December 1981 until December 1985, he was a Senior Scientist of the Company. Xxxxxx X. Xxxxx, 47, joined the Company in April 1986 as a Senior Scientist and has been Vice President -- Scientific Operations since February 1991. Prior to April 1986, Xx. Xxxxx was employed as a senior scientist by Petroferm Ltd., a biotechnology company. Xxxxx X. Xxxxxxxx, 52, joined the Company in May 1996 as Vice President -- Finance. Prior to May, 1996, Xx. Xxxxxxxx was Controller of Diatech Diagnostics, Inc. He is 68 years of age. His current term of office as a director expires in 1999. Xxxxx X. Xxxxxx, 52, joined the Company in January 1986 as Vice President -- Development. From 1981 to 1986, Xx. Xxxxxx was employed at Seragen, Inc., first as Production Manager and later as General Manager of the Research Products Division. Xxxxxxx X. Xxxx, 43, joined the Company in October 1994 as Senior Vice President. From 1986 to 1994, Xx. Xxxx was employed as Senior Director, Worldwide Regulatory Affairs/Drug Safety by Squibb Diagnostics. Xxxx X. Xxxxxxx, 46, joined the Company in January 1982 as Director of Regulatory Affairs and has been Vice President -- Regulatory Affairs since January 1995. Prior to January 1982, Xx. Xxxxxxx was Compliance Manager of the Clinical Assay Division of Xxxxxx International, Inc. Xxxxxxx Xxxxxx Xxxxxxxxx is a director since 1993, founder of the Company and has served as President and Chief Executive Officer been Secretary of the Company since March 1995. For the past five years, he has been employed by, and has worked on behalf of, Xxxxxxx X. Xxxxxx and a number of entities owned and controlled by Xxxxxxx X. Xxxxxx. He also serves as a director of Envirodyne Industries, Inc., Houlihan's Restaurant Group, Inc. and Specialty Equipment Companies, Inc. He is 36 years of age and his current term of office as a director expires in 1997. Xxxxx X. Xxxxxx is a son of Xxxxxxx X. Xxxxxx. Xxxxxx X. Xxxxxxxx, a director since 1974, has been the Chairman and Chief Executive Officer of Xxxxxx Protein, Inc. (a wholly owned subsidiary of the Company) since January 1993. He served as Acting Chief Operating Officer of Xxxxxx from December 1994 to March 1995, Chairman of the Board of Directors of Xxxxxx from December 1985 to July 1994, Chief Executive Officer of Xxxxxx from January 1983 to July 1994, and various other positions with Xxxxxx since 1970. Xx. Xxxxxxxx is also a director and Chairman of Xxxxxx Industries, Inc. He is 64 years of age. His current term of office as a director expires in 1999. Xxxxxx X. Xxxxxxx, Xx. has served as a director since May 1995. For more than the past five years, he has operated the Xxxxxxx Agency, an advertising and marketing/public relations firm in Baltimore, Maryland that specializes in sports, rental real estate and medical areas. Among the clients of the Xxxxxxx Agency are the Tampa Bay Buccaneers, owned by Xxxxxxx X. Xxxxxx. Xx. Xxxxxxx is 51 years of age and serves on the Audit Committee of the Company's Board of Directors. His current term of office as a director expires organization in 1998November 1981.