Exhibit 4.5
EXECUTION COPY
AMENDED AND RESTATED VOTING STANDSTILL AGREEMENT
THIS AMENDED AND RESTATED VOTING STANDSTILL AGREEMENT, dated as of May 21,
2004 (this "Agreement"), is entered into by and among ALTUS PHARMACEUTICALS
INC., a Delaware corporation (the "Company") (f/k/a "Altus Biologics Inc."),
VERTEX PHARMACEUTICALS INCORPORATED, a Massachusetts corporation ("Vertex"), and
each of the parties identified on Schedule A hereto (individually, a "Purchaser"
and, collectively, the "Purchasers"), and amends and restates that certain
Voting Standstill Agreement among the Company, Vertex and the other parties
thereto dated September 26, 2001, as amended on December 7, 2001 (the "Prior
Agreement").
WHEREAS, the Company and certain of the Purchasers (the "Series C
Purchasers") contemporaneously with the execution and delivery of this
Agreement, entered into a Series C Convertible Preferred Stock and Warrant
Purchase Agreement dated as of the date hereof (the "Purchase Agreement") which
provides for the purchase by the Series C Purchasers of shares of the Company's
Series C Convertible Preferred Stock, $.01 par value per share (the "Series C
Convertible Preferred Stock") and warrants exercisable for Series C Convertible
Preferred Stock;
WHEREAS, as an essential condition and inducement to the Series C
Purchasers to enter into the Purchase Agreement and consummate the transactions
contemplated thereby, and in consideration therefor, Vertex and the Company have
agreed to enter into this Agreement;
WHEREAS, as of the date hereof, Vertex is the record and/or beneficial
owner of 1,000,100 shares of the Company's common stock, $.01 par value per
share (the "Common Stock"), 450,000 shares of the Company's Redeemable Preferred
Stock, $.01 par value per share (the "Redeemable Preferred Stock"), 87,500
shares of the Company's Series A Convertible Preferred Stock, $.01 par value per
share (the "Series A Convertible Preferred Stock, and together with the Common
Stock and Redeemable Preferred Stock, the "Current Shares"), and warrants to
purchase an aggregate of 4,500,000 shares of Common Stock (the "Warrants");
WHEREAS, the parties to the Prior Agreement desire to amend and restate the
Prior Agreement in its entirety as set forth therein; and
WHEREAS, the undersigned parties represent the necessary voting power
required to amend the Prior Agreement pursuant to Section 3.3 thereof.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein and in the Purchase Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto agree
as follows:
ARTICLE I
VOTING OF SHARES
1.1 AGREEMENT TO VOTE.
(a) For purposes of this Agreement, "Shares" shall mean the Current
Shares and any shares of the Company's capital stock currently held by a Vertex
Affiliate (as defined below) or acquired by Vertex or any Vertex Affiliate after
the date hereof, whether upon the exercise of warrants or options, by operation
of law or otherwise, and whether as record or beneficial owner. In the event of
a stock dividend or distribution, or any change in the Company's capital stock
by reason of any stock dividend or distribution, split-up, recapitalization,
combination, exchange of shares or the like, the term "Shares" shall be deemed
to refer to and include the Shares as well as all such stock dividends and
distributions and any shares into which or for which any or all of the Shares
may be changed or exchanged. For purposes of this Agreement, "Vertex Affiliate"
shall mean any person or entity, which controls or is controlled by, or is under
common control with Vertex. For purposes of this definition, "control" means the
possession, directly or indirectly, of the power to direct the management or
policies of a person or entity, whether by ownership of voting securities, by
contract or otherwise, or the ownership, directly or indirectly, of more than
fifty percent (50%) of the voting securities or other interest of a person or
entity.
(b) If, at the time of any meeting (whether annual or special and
whether or not an adjourned or postponed meeting) of the stockholders of the
Company, however called, or in connection with any written consent of
stockholders of the Company, the number of Shares then owned by Vertex and
Vertex Affiliates exceeds thirty-nine and nine tenths percent (39.9%) of the
voting power of the Company's capital stock entitled to vote or consent, Vertex
shall vote or consent (or cause to be voted or consented), that number of Shares
then owned by Vertex and Vertex Affiliates that exceeds thirty-nine and nine
tenths percent (39.9%) of the voting power of the capital stock entitled to vote
at such meeting or consent with respect to any written consent, in the same
proportion as the votes or consents by holders of voting capital stock other
than Vertex and the Vertex Affiliates are voted or consented for, against and
abstained.
(c) If, at the time of any meeting (whether annual or special and
whether or not an adjourned or postponed meeting) of the holders of any class or
series of the Company's capital stock, however called, or in connection with any
written consent of the holders of any class or series of the Company's capital
stock, the voting power of the Shares then owned by Vertex and the Vertex
Affiliates exceeds thirty-nine and nine tenths percent (39.9%) of the voting
power of such series or class entitled to vote or consent, Vertex shall vote or
consent (or cause to be voted or consented), that number of Shares then owned by
Vertex and the Vertex Affiliates that exceeds thirty-nine and nine tenths
percent (39.9%) of the voting power of such class or series entitled to vote or
consent, in the same proportion as the votes or consents by holders of such
class or series other than Vertex and the Vertex Affiliates are voted or
consented for, against and abstained.
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1.2 NO OWNERSHIP INTEREST. Nothing contained in this Agreement shall be
deemed to vest in any party other than Vertex any direct or indirect ownership
or incidence of ownership of or with respect to any Shares. All rights,
ownership and economic benefits of and relating to the Shares shall remain
vested in and belong to Vertex, and neither the Company nor any Purchaser shall
have authority to manage, direct, superintend, restrict, regulate, govern, or
administer any of the policies or operations of Vertex or exercise any power or
authority to direct Vertex in the voting of any of the Shares, except as
otherwise provided herein, or in the performance of Vertex's duties or
responsibilities as stockholders of the Company.
1.3 NO INCONSISTENT AGREEMENTS. Vertex hereby covenants and agrees that it,
except as contemplated by this Agreement, the Purchase Agreement and the Amended
and Restated Stockholders' Voting Agreement (the "Stockholders' Agreement") of
even date herewith among the Company, the Purchasers and certain stockholders of
the Company (a) has not entered, and shall not enter at any time while this
Agreement remains in effect, into any voting agreement, voting trust or similar
agreement with respect to any of the Shares and (b) has not granted, and shall
not grant at any time while this Agreement remains in effect, and the Shares are
not otherwise subject to, a proxy or power of attorney with respect to any of
the Shares which is inconsistent with the obligations of Vertex pursuant to this
Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF VERTEX
Vertex hereby represents and warrants to the Company and the Purchasers as
follows:
2.1 AUTHORIZATION; VALIDITY OF AGREEMENT; NECESSARY ACTION. Vertex has full
power and authority to execute and deliver this Agreement, to perform such
obligations hereunder and to consummate the transactions contemplated hereby.
The execution, delivery and performance by Vertex of this Agreement and the
consummation by it of the transactions contemplated hereby have been duly and
validly authorized by Vertex and no other actions or proceedings on the part of
Vertex are necessary to authorize the execution and delivery by it of this
Agreement and the consummation by it of the transactions contemplated hereby.
This Agreement has been duly executed and delivered by Vertex, and constitutes a
valid and binding obligation of Vertex, enforceable against it in accordance
with its terms.
2.2 CONSENTS AND APPROVALS; NO VIOLATIONS. None of the execution, delivery
or performance of this Agreement by Vertex nor the consummation by it of the
transactions contemplated hereby nor compliance by it with any of the provisions
hereof will (i) require any filing with, or approval of, any governmental
authority, (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, amendment, cancellation or acceleration) under, any of the
terms, conditions or provisions of any note, bond, mortgage, indenture,
guarantee, other evidence of indebtedness, lease, license, contract, agreement
or other
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instrument or obligation to which Vertex is a party or by which it or any of its
properties or assets may be bound or (iii) violate any order or law applicable
to it or any of its properties or assets.
2.3 SHARES. The Current Shares are owned beneficially and of record by
Vertex and constitute all of the shares of the Company's capital stock owned of
record or beneficially by Vertex or any Vertex Affiliate. All of the Current
Shares are issued and outstanding, and, except for the Warrants, Vertex does not
own, of record or beneficially, any warrants, options or other rights to acquire
any shares of capital stock or securities of the Company and has no interest in
or voting rights with respect to any other securities of the Company. Vertex has
sole voting power, sole power of disposition, sole power to issue instructions
with respect to the matters set forth in Article I hereof, and sole power to
agree to all of the matters set forth in this Agreement, in each case with
respect to all of the Current Shares and will have sole voting power, sole power
of disposition, sole power to issue instructions with respect to the matters set
forth in Article I hereof, and sole power to agree to all of the matters set
forth in this Agreement, in each case with respect to all of the Shares, with no
limitations, qualifications or restrictions on such rights, subject to
applicable federal securities laws and the terms of this Agreement.
ARTICLE III
MISCELLANEOUS
3.1 TERMINATION. This Agreement shall terminate and no party shall have any
rights or duties hereunder upon the earliest to occur of (i) the third
anniversary of the consummation of an underwritten public offering of Common
Stock of the Corporation, (ii) the time upon which the Purchasers collectively
hold less than thirty-five percent (35%) of the shares of the Series B
Convertible Preferred Stock and Series C Convertible Preferred Stock outstanding
on the date hereof and (iii) the time upon which the Purchasers collectively
hold less than thirty-five percent (35%) of the shares of Common Stock issuable
upon conversion of the shares of Series B Convertible Preferred Stock and Series
C Convertible Preferred Stock outstanding on the date hereof. Upon such
termination, no party shall have any further obligations or liabilities
hereunder, provided that no such termination shall relieve any party from
liability for any breach of this Agreement prior to such termination.
3.2 ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES. This Agreement
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof, and, is not intended to confer upon any Person other than
the parties hereto any rights or remedies hereunder.
3.3 AMENDMENTS; ASSIGNMENTS; SUCCESSORS. This Agreement may not be amended
except by an instrument in writing signed by the Company, Vertex and the holders
of at least fifty-five percent (55%) of the voting power of the shares of Series
B Convertible Preferred Stock and Series C Convertible Preferred Stock and
Common Stock issued upon conversion of the shares of Series B Convertible
Preferred Stock and
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Series C Convertible Preferred Stock, including without limitation accrued but
unpaid dividends thereon (whether or not declared), then held by the Purchasers
voting together as a single class. Any amendment, termination or waiver effected
in accordance with this Section 3.3 shall be binding upon the parties hereto,
even if they do not execute such consent. This Agreement shall inure to the
benefit of and shall be binding upon the parties hereto and their respective
heirs, legal representatives and permitted assigns. Neither this Agreement nor
any of the rights, interests or obligations under this Agreement shall be
assigned delegated or otherwise transferred, in whole or in part, by any of the
parties without prior written notice to the other parties, and any purported
assignment, delegation or transfer without such notice shall be null and void.
3.4 SEVERABILITY. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible to the fullest extent
permitted by applicable law in a mutually acceptable manner in order that the
terms of this Agreement remain as originally contemplated to the fullest extent
possible.
3.5 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure or
delay on the part of any party hereto in the exercise of any right hereunder
will impair such right or be construed to be a waiver of, or acquiescence in,
any breach of any representation, warranty or agreement herein, nor will any
single or partial exercise of any such right preclude other or further exercise
thereof or of any other right. All rights and remedies existing under this
Agreement are cumulative to, and not exclusive to, and not exclusive of, any
rights or remedies otherwise available.
3.6 GOVERNING LAW; SPECIFIC PERFORMANCE; ENFORCEMENT. This Agreement and
the rights and duties of the parties hereunder shall be governed by, and
construed in accordance with, the Law of the State of Delaware. The parties
agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent breaches of
this Agreement and to enforce specifically the terms and provisions of this
Agreement in the state courts in the State of Delaware, this being in addition
to any other remedy to which they are entitled at law or in equity. In addition,
each of the parties hereto, (a) consents to submit itself to the personal
jurisdiction of the state courts in the State of Delaware in the event any
dispute arises out of this Agreement or any transaction contemplated hereby, (b)
agrees that it will not attempt to deny or defeat such personal jurisdiction by
motion or other request for leave from any such court, (c) agrees that it will
not bring any action relating to this Agreement or any transaction contemplated
hereby in any court other than the state courts in the State of Delaware, (d)
waives any right to trial by jury with respect to any action related to or
arising out of this Agreement or any transaction contemplated hereby and (e)
consents to service of process by delivery pursuant to Section 3.7 hereof.
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3.7 NOTICES. All notices, requests, consents, and other communications
under this Agreement shall be in writing and shall be deemed delivered (i) five
business days after being sent by registered or certified mail, return receipt
requested, postage prepaid or if sent overseas, on the tenth business day, (ii)
one business day after being sent via a reputable overnight courier service
guaranteeing next business day delivery, or if sent overseas on the second
business day after being sent, (iii) at the time of delivery thereof to the
receiving party if delivered by hand and (iv) at the time that receipt thereof
has been acknowledged by electronic confirmation or otherwise, if sent by
telecopier, in each case to the intended recipient as set forth below:
If to the Company, at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000,
Attention:
President, or at such other address or addresses as may have been furnished
in writing by the Company to the Purchasers and Vertex, with a copy to Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, Attention: Xxxxxxxx X. Xxxxxxx, Esq.;
If to a Purchaser, at the address set forth on Schedule A for such
Purchaser, or at such other address or addresses as may have been furnished to
the Company in writing by such Purchaser. If the Purchaser is holder of Series B
Convertible Preferred Stock, a copy of such notice shall be delivered to
Xxxxxxxxx Xxxxx LLP, 200 Page Xxxx Xxxx, Xxxxxx Xxxxx, Xxxx Xxxx, Xxxxxxxxxx
00000, Attention: Xxxx X. Xxxxxxxx, Esq., and if the Purchaser is a Series C
Purchaser, a copy of such notice shall be delivered to Xxxxxxx Xxxx & Xxxxxxxxx
LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxxx,
Esq.; or
If to Vertex, at 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000,
Attention: General Counsel, or at such other address or addresses as may have
been furnished in writing by Vertex.
Any party may give any notice, request, consent or other communication
under this Agreement using any other means (including, without limitation,
personal delivery, messenger service, telecopy, first class mail or electronic
mail), but no such notice, request, consent or other communication shall be
deemed to have been duly given unless and until it is actually received by the
party for whom it is intended. Any party may change the address to which
notices, requests, consents or other communications hereunder are to be
delivered by giving the other parties notice in the manner set forth in this
Section.
3.8 INTERPRETATION. The parties have participated jointly in the
negotiation of this Agreement. In the event that an ambiguity or question of
intent or interpretation arises, this Agreement shall be construed as if drafted
jointly by the parties, and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of the provisions
of this Agreement.
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3.9 EXPENSES. Except as otherwise provided herein, all costs and expenses
incurred in connection with this Agreement shall be paid by the party incurring
said cost or expense.
3.10 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, including via facsimile, and by the different parties hereto in
separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same
agreement.
3.11 DESCRIPTIVE HEADINGS. The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.
3.12 ATTORNEY'S FEES. If any action at law or in equity (including
arbitration) is instituted to enforce or interpret the terms of this Agreement,
the prevailing party shall be entitled to reasonable attorney's fees, costs and
necessary disbursements in addition to any other relief to which such party may
be entitled.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, each of the parties hereto have caused this Amended and
Restated Voting Standstill Agreement to be duly executed as of the date first
written above.
COMPANY:
ALTUS PHARMACEUTICALS INC.
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President and CEO
VERTEX PHARMACEUTICALS
INCORPORATED
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
----------------------------------
Title: Sr. Vice President and General
Counsel
---------------------------------
NOMURA INTERNATIONAL PLC
By: /s/ Xxxxxx Xxxxxxx-Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx-Xxxxxx
----------------------------------
Title: Head of Xxxxxx Xxxxx 0 Ventures
---------------------------------
U.S. VENTURE PARTNERS VIII, L.P.
USVP VIII AFFILIATES FUND, L.P.
USVP ENTREPRENEUR PARTNERS VIII-A, L.P.
USVP ENTREPRENEUR PARTNERS VIII-B, L.P.
By Presidio Management Group VIII,
L.L.C.
The General Partner of Each
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Attorney In-Fact
[Amended and Restated Standstill Agreement]
CMEA VENTURES LIFE SCIENCES 2000, L.P
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
----------------------------------
Title:
---------------------------------
CMEA VENTURES LIFE SCIENCES 2000,
CIVIL LAW PARTNERSHIP
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
----------------------------------
Title:
---------------------------------
[Amended and Restated Standstill Agreement]
P/S BI BIOMEDICINSK VENTURE III
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
----------------------------------
Title: Managing Director
CLARIDEN BANK
By: /s/ Xxxx Xxxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Senior Vice President
[Amended and Restated Standstill Agreement]
Schedule A
Purchasers
WARBURG PINCUS PRIVATE EQUITY VIII, L.P.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Hen
U.S. VENTURE PARTNERS VIII, L.P.
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxx
USVP VIII AFFILIATES FUND, L.P.
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxx
USVP ENTREPRENEUR PARTNERS VIII-A, L.P.
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxx
USVP ENTREPRENEUR PARTNERS VIII-B, L.P.
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxx
NOMURA PHASE4 VENTURES LP
c/o Nomura International plc
Xxxxxx Xxxxx
0 Xx. Xxxxxx'x-xx-Xxxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
Attention: Xxxxxxx Sermon
P/S BI BIOMEDICINSK VENTURE III
Xxxxxxxxxxxxx 0
X.X. Xxx 0000
XX-0000 Xxxxxxxxxx
Xxxxxxx
Attention: Xxxx X. Kindtler
CLARIDEN BANK
Xxxxxxxxxxxxxxx 00
XX-0000 Xxxxxx
Xxxxxxxxxxx
Attention: Xxxx Xxxxxxxxx
CMEA VENTURES LIFE SCIENCES 2000, L.P.
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
415.352.1520 ext. 200 (voice)
000.000.0000 (fax)
Attention: Xxxxx Xxxxxxx and Xxxxx Xxxxxxxxxxxx
CMEA VENTURES LIFE SCIENCES 2000, CIVIL LAW PARTNERSHIP
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
415.352.1520 ext. 200 (voice)
000.000.0000 (fax)
Attention: Xxxxx Xxxxxxx and Xxxxx Xxxxxxxxxxxx
XXX XXXXXXXXXXXX
c/o XX Xxxxx & Co.
1221 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
(000) 000-0000 (office)
(000) 000-0000 (fax)
XXXXX X. XXXXXXX
000 Xxxx Xxxxx
Xxxxxxx, XX 00000
(000) 000-0000 (office)
(000) 000-0000 (fax)
XXXXXXX XXXXXXXXXXXX
0 Xxxxxxxxx Xxxxx Xxxxx
Xxxxx Xxxx, XX 00000
(000) 000-0000 (home)
(000) 000-0000 (fax)
XXXXX XXXXXX
000 Xxxx 00xx Xxxxxx, #00X
Xxx Xxxx, XX 00000
(000) 000-0000 (office)
(000) 000-0000 (fax)
SENGAL X. XXXXXXXX
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
(000) 000-0000 (home)
(000) 000-0000 (fax)
(000) 000-0000 (office)
(000) 000-0000 (fax)
XXXXXXXXXXX X. XXXXX
000 Xxxx 00xx Xxxxxx, #00X
Xxx Xxxx, XX 00000
(000) 000-0000 (office)
(000) 000-0000 (fax)
NOMURA INTERNATIONAL PLC
Xxxxxx Xxxxx
0 Xx. Xxxxxx'x-xx-Xxxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
Attention: Xxxxxxx Sermon
XX XXXXX VENTURES I, L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
XXXX X. XXXXX
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxxxx, XX 00000
ML INVESTMENTS LLC
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
CHINA DEVELOPMENT INDUSTRIAL BANK INCORPORATED
000, Xxxxxxx Xxxx Xxxx, Xxxxxxx 5
Taipei 105
Taiwan, R.O.C.
Attn: Xxxxx Xxx
PALLADIN OPPORTUNITY FUND LLC
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxx Xxxxxxxxx
CDIB BIOTECH USA INVESTMENT, CO.
00 Xxxxx Xxxxxx Xxxxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
Attn:Xxxxxxxx Xxxx
BAOTUNG VENTURE CAPITAL CORPORATION
00X, 000, Xxxx-Xxxxxx Xxxx
Xxxxxx
Xxxxxx, X.X.X.
Attn: Xxxxx Xxx, Ph. D.
WANTUNG VENTURE CAPITAL CORPORATION
00X, 000, Xxxx-Xxxxxx Xxxx
Xxxxxx
Xxxxxx, X.X.X.
Attn: Xxxxx Xxx, Ph. X.
XXXXX-SHAN VENTURE CAPITAL CORPORATION
00X, 000, Xxxx-Xxxxxx Xxxx
Xxxxxx
Xxxxxx, X.X.X.
Attn: Xxxxx Xxx, Ph. X.
XXXXX-XXXX XX VENTURE CAPITAL CORPORATION
00X, 000, Xxxx-Xxxxxx Xxxx
Xxxxxx
Xxxxxx, X.X.X.
Attn: Xxxxx Xxx, Ph. D.