EXHIBIT 10.1
EXECUTION COPY
EMPLOYMENT AGREEMENT
This employment agreement (the "Agreement") is entered into as of
February 28, 2007 between OXiGENE, Inc., a Delaware corporation ("OXiGENE"), and
Xxxx Xxxxxxx (the "Executive").
W I T N E S S E T H:
WHEREAS, OXiGENE and Executive desire to enter into an employment
agreement relating to the position of OXiGENE's Senior Vice President and Chief
Business Officer.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, OXiGENE and Executive
hereby agree as follows:
1. Employment
1.1 Executive shall serve in the capacity of Senior Vice
President and Chief Business Officer, and shall have the duties,
responsibilities and authority assigned to Executive by OXiGENE's President and
Chief Executive Officer to whom he shall report.
Executive, so long as he is employed hereunder, (i) shall devote
substantially all of his full professional time and attention to the services
required of him as an employee of OXiGENE, except as otherwise agreed and except
as permitted in accordance with paid vacation time subject to OXiGENE's existing
vacation policy, and subject to OXiGENE's existing policies pertaining to
reasonable periods of absence due to sickness, personal injury or other
disability, (ii) shall use his best efforts to promote the interests of OXiGENE,
and (iii) shall discharge his responsibilities in a diligent and faithful
manner, consistent with sound business practices. Notwithstanding the above, the
Executive may continue to serve as a consultant / advisor for the entities
listed on Exhibit A provided that such service does not create any conflicts,
ethical or otherwise, with Executive's responsibilities to OXiGENE and further
provided that Executive's time commitments do not unreasonably interfere with
his fulfillment of his responsibilities hereunder, as determined by OXiGENE.
2. Term
The term of Executive's employment under this Agreement shall commence
at a date mutually agreed upon by the parties and shall continue until
terminated by either party in accordance with Section 6 hereof (the "Employment
Term").
3. Base Salary; Stock Options, Sign-on Bonus
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH
THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION
REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES
EXCHANGE ACT OF 1934.
EXECUTION COPY
3.1 During the Employment Term, Executive initially shall be
paid an annual base salary in the amount of $275,000 (such amount as adjusted,
from time to time, the "Base Salary"), payable in biweekly (26) installments in
accordance with OXiGENE's payroll schedule from time to time in effect.
Executive will be eligible for consideration for 30-40% bonus on a yearly basis
(the "Annual Bonus"), based upon OXiGENE's assessment of the performance of
Executive and OXiGENE, and at sole discretion of OXiGENE.
OXiGENE shall grant to Executive, subject to approval by the Compensation
Committee of the Board, options to purchase 200,000 shares of OXiGENE's common
stock at an exercise price equal to the fair market value of such stock on the
date of grant pursuant to and in accordance with the terms of OXiGENE's 2005
Stock Plan (the "Stock Plan") and OXiGENE's standard form of option agreement.
To the extent allowed by law, the options shall be treated as incentive options.
100,000 of the options shall vest in four equal annual increments over the four
(4) year period measured from the date of grant of such options, with vesting to
begin on the one (1) year anniversary of the grant date. 100,000 of the options
(the "Contingent Options") shall vest upon execution of a major outlicensing
deal, approved by the Board of Directors, for [***] rights to one or more
indications for an OXiGENE drug candidate, provided that the deal is associated
with significant [***] terms, such as, for example, [***] upfront payment, [***]
payments, and [***].
Executive shall earn a $60,000 signing bonus, payable on the first payroll
following date of employment. If Executive's employment hereunder is terminated
either by OXiGENE for Cause or voluntarily by Executive in the absence of a Good
Reason (as defined in Section 6.6) within one (1) year of the Commencement Date,
the Employee will promptly repay a portion of the Commencement Bonus equal to
the amount of the Commencement Bonus, net of applicable taxes and deductions,
multiplied by a fraction, the numerator of which equals the number of days from
the effective date of such termination to the first anniversary of the
Commencement Date and the denominator of which will be 365.
4. Benefits
Executive shall be entitled to participate in employee benefit plans
and arrangements made available by OXiGENE generally to OXiGENE employees of
comparable rank during the Employment Term.
5. Business Expenses & Relocation Expenses
5.1 The Executive shall be entitled to receive an American
Express Corporate Card (or other card should OXiGENE change to another card
issuer), for business related expenses and prompt reimbursement will be made for
all reasonable and customary expenses incurred by him in performing services
hereunder during the Employment term; provided that such expenses are incurred
and accounted for in accordance with the policies and procedures established by
OXiGENE.
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH
THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION
REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES
EXCHANGE ACT OF 1934.
2
EXECUTION COPY
5.2 If the Executive relocates, OXiGENE shall reimburse
Executive for up to $75,000 for Relocation Expenses (as defined below) relating
to such relocation so long as the Executive is employed by OXiGENE at the time
of the relocation. Such reimbursement shall be made provided that such expenses
are incurred and accounted for in accordance with the policies and procedures
established by OXiGENE. "Relocation Expenses" shall mean reasonable expenses
incurred by the Executive related to costs of the physical movement of all goods
and vehicles that are in Executive's California home, up to three round trip
airfares and hotel accommodations for "house hunting" and up to three months of
temporary housing for the Executive and the Executive's dependents. If the
Executive is terminated for Cause or voluntarily terminates his employment
within 1 year of relocation, he shall reimburse OXiGENE promptly for any
payments it has made under this section.
6. Termination
6.1 The Executive may resign from employment with OXiGENE upon
written notice to OXiGENE.
6.2 If the Executive's employment is terminated by OXiGENE
other than for Cause (as defined below) or the Executive's disability, then
OXiGENE shall provide to Executive the following termination compensation:
(a) payments equal to Executive's then-current Base
Salary for a period of twelve (12) months, payable on
OXiGENE's normal paydays.
(b) a payment equal to the portion of the Executive's
Base Salary that has accrued prior to any termination
of the Executive's employment with OXiGENE that has
not yet been paid;
(c) to the extent required by law and OXiGENE's policy,
an amount equal to the value of the Executive's
accrued but unused vacation days;
(d) the amount of any expenses properly incurred by the
Executive on behalf of OXiGENE prior to any
termination and not yet reimbursed;
(e) the Annual Bonus related to the most recently
completed calendar year, if not already paid.
(f) should Executive timely elect and be eligible for
COBRA coverage, payment of Executive's COBRA premiums
for the Executive and the Executive's immediate
family's medical and dental insurance coverage for a
period of twelve (12) months;
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH
THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION
REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES
EXCHANGE ACT OF 1934.
3
EXECUTION COPY
provided, that OXiGENE shall have no obligation to
provide such coverage if Executive becomes eligible
for medical and dental coverage with another
employer. Executive shall give prompt written notice
to the Company on attaining such eligibility.
Notwithstanding anything to the contrary herein, OXiGENE's obligation
to provide the termination compensation described in this Section 6.2 shall be
conditional upon the Executive delivering to OXiGENE, and not thereafter
revoking, a fully executed general release, in a form satisfactory to OXiGENE,
of all claims against OXiGENE, its affiliates, and each of their officers,
directors, employees, agents and attorneys. Such payments described in Sections
6.2(a), (b), (c), (d), (e) and (f), unless otherwise required by law, shall
become due on the first payday which is at least ten (10) business days after
the Executive delivers to OXiGENE said release.
6.3 If, following any Change in Control (as such term is defined
below) and prior to the expiration of one (1) year from the date of such Change
in Control, (1) Employee's employment is terminated (other than for Cause or the
Executive's disability) or (2) in the event of a Termination with Good Reason,
then
(a) The Employee shall receive, as soon as practicable
after the Termination Date:
(i) An amount equal to twelve (12) months of
Executive's then current Base Salary; and (ii) the
termination compensation described in Sections
6.2(b), (c), (d), (e), (f) and (h) above.
(b) All stock options, stock appreciation rights,
restricted stock, and other incentive compensation
granted to the Executive by OXiGENE, if and only to
the extent such instruments are outstanding on the
date of termination, shall vest and remain
exercisable in accordance with the terms of the
applicable stock plan and the agreement entered
pursuant thereto, and the Executive may exercise all
such vested options and rights, and shall receive
payments and distributions accordingly.
"Change in Control" shall mean the occurrence of any of the following events:
(i) Ownership. Any "Person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended) becomes the
"Beneficial Owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of OXiGENE representing 50% or more of the total
voting power represented by OXiGENE's then outstanding voting securities
(excluding for this purpose any such voting securities held by OXiGENE or its
affiliates or by any employee benefit plan of OXiGENE) pursuant to a transaction
or a series of related transactions which the Board of Directors does not
approve; or
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH
THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION
REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES
EXCHANGE ACT OF 1934.
4
EXECUTION COPY
(ii) Merger/Sale of Assets. (A) A merger or consolidation of OXiGENE whether
or not approved by the Board of Directors, other than a merger or consolidation
which would result in the voting securities of OXiGENE outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or the parent of
such corporation) at least 50% of the total voting power represented by the
voting securities of OXiGENE or such surviving entity or parent of such
corporation, as the case may be, outstanding immediately after such merger or
consolidation; or (B) the stockholders of OXiGENE approve an agreement for the
sale or disposition by OXiGENE of all or substantially all of OXiGENE's assets;
or
(iii) Change in Board Composition. A change in the composition of the Board
of Directors, as a result of which fewer than a majority of the directors are
Incumbent Directors. "Incumbent Directors" shall mean directors who either (A)
are directors of OXiGENE as of the date of this Agreement, or (B) are elected,
or nominated for election, to the Board of Directors with the affirmative votes
of at least a majority of the Incumbent Directors at the time of such election
or nomination (but shall not include an individual whose election or nomination
is in connection with an actual or threatened proxy contest relating to the
election of directors to OXiGENE).
6.4 Except as otherwise set forth in this Section 6, all
obligations of OXiGENE under this Agreement shall cease if, during the
Employment Term, OXiGENE terminates Executive for Cause or the Executive resigns
his employment. Upon such termination, Executive shall be entitled to receive
only the termination compensation described under Sections 6.2(b), (c) and (d).
6.5 For the purposes of this Agreement, the term "Cause" shall mean any of
the following:
(a) the Executive's substantial failure to perform any of
his duties hereunder or to follow reasonable, lawful
directions of the Board or any officer to whom the
Executive reports;
(b) the Executive's willful misconduct or willful
malfeasance in connection with his employment; (c)
the Executive's conviction of, or plea of nolo
contendere to, any crime constituting a felony under
the laws of the United States or any state thereof,
or any other crime involving moral turpitude;
(d) the Executive's material breach of any of the
provisions of this Agreement, OXiGENE's bylaws or any
other agreement with OXiGENE;
(e) the Executive's engaging in misconduct which has
caused significant injury to OXiGENE, financial or
otherwise, or to OXiGENE's reputation; or
(f) any act, omission or circumstance constituting cause
under the law governing this Agreement.
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH
THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION
REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES
EXCHANGE ACT OF 1934.
5
EXECUTION COPY
If Cause arises under Section 6.5(a), (b), (d), (e), or (f), the
Executive shall be given a minimum period of thirty (30) days to reasonably cure
such Cause (if reasonably subject to cure).
6.6 For the purposes of this Agreement, "Good Reason" shall
mean: (i) without the Executive's express written consent, any material
reduction in Executive's title, or responsibilities compared to those prior to a
Change in Control (as such term is defined in Section 6.3); (ii) without the
Executive's express written consent, a material reduction by OXiGENE in the
Executive's total compensation as in effect on the date hereof or as the same
may be increased from time to time, provided that it shall not be deemed a
material reduction if (a) the amount of Executive's Annual Bonus is less than
the amount of any previously awarded Annual Bonuses or (b) a benefit is amended
and such amendment affects all eligible executive participants; or (iii) the
Company breaches a material term of this Agreement and such breach has remained
uncured for a minimum of thirty (30) days after Executive has notified OXiGENE
of breach. To be effective, such notice must be in writing and set forth the
specific alleged Good Reason for termination and the factual basis supporting
the alleged Good Reason.
6.7 The foregoing payments upon Executive's termination shall
constitute the exclusive payments due Executive upon termination of his
employment with OXiGENE under this Agreement or otherwise, provided, however
that except as stated above, such payments shall have no effect on any benefits
which may be payable to Executive under any plan of OXiGENE which provides
benefits after termination of employment.
7. Taxes.
Any amounts or benefits payable or provided to the Executive hereunder
shall be paid or provided to the Executive subject to all applicable taxes
required to be withheld by OXiGENE pursuant to national and/or local law. The
Executive shall be solely responsible for all taxes imposed on the Executive by
reason of his receipt of any amounts of compensation or benefits payable
hereunder and OXiGENE makes no representation, warranty or promise regarding the
tax treatment of any payment or benefit provided to the Executive.
8. Non-Competition / Non-Solicitation
8.1 While the Executive is employed by OXiGENE and for a
period of 12 months following the termination of his employment (the
"Noncompetition Period"), the Executive shall not, for himself or on behalf of
any other person or entity, directly or indirectly, whether as principal,
partner, agent, independent contractor, stockholder, employee, consultant,
representative or in any other capacity, own, manage, operate or control, be
concerned or connected with, or employed by, , engage in or have a financial
interest in any Restricted Business (as defined in Section 8.3) anywhere in the
world (the "Restricted Territory") except that nothing in this Agreement shall
preclude the Executive from purchasing or owning securities of any such business
if such securities are publicly traded, and provided that the Executive's
holdings do not exceed two (2%)
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH
THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION
REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES
EXCHANGE ACT OF 1934.
6
EXECUTION COPY
percent of the issued and outstanding securities of any class of securities of
such business. OXiGENE acknowledges that as of the effective date of this
Agreement, the Executive directly owns less than two percent (2%) of the issued
and outstanding securities in the privately-held entity listed in Exhibit B that
is engaged in pharmaceutical research and development. Nothing in this Agreement
shall preclude the Executive from owning said securities or require that the
Executive divest said securities during either his employment with OXiGENE or
the Noncompetition Period.
8.2 In addition, during the Noncompetition Period the
Executive shall not, either individually or on behalf of or through any third
party, solicit, divert or appropriate or attempt to solicit, divert or
appropriate, for the purpose of competing with OXiGENE or any present or future
parent, subsidiary or other affiliate of OXiGENE which is engaged in the
Restricted Business, any customers, clients or vendors of OXiGENE with whom the
Executive has had contact or to whom the Executive has provided services during
the Executive's employment with OXiGENE.
8.3 For the purposes of this Agreement, the term "Restricted
Business" shall mean any person, partnership, corporation, business organization
or other entity (or a division or business unit of any entity) whose primary
business is the research, development, manufacture, marketing or selling of
products or services that are the same as or similar to those that OXiGENE is
researching, developing, manufacturing, marketing or selling during the
Executive's employment with OXiGENE, provided that (i) after the Executive's
employment with OXiGENE has terminated, this definition shall apply only with
respect to products and services that are the same as or similar to those that
OXiGENE was engaged in or developing during the last two (2) years of his
employment with OXiGENE; (ii) nothing in this definition shall operate to
prevent Executive from working for or with respect to any subsidiary, division
or affiliate (each, a "Unit") of an entity if that Unit is not itself a
Restricted Business, irrespective of whether some other Unit of such entity
constitutes a Restricted Business (as long as the Executive does not provide any
services for such other Unit); and (iii) Restricted Business will not include
researching, developing, manufacturing, marketing or selling products or
services other than those products or services being researched, developed,
manufactured, marketed, or sold by or on behalf of OXiGENE when the Executive's
employment with OXiGENE terminates.
8.4 During the Non-Competition Period, neither the Executive
nor any Executive-Controlled Person (as defined below) will, without the prior
written consent of the Board, directly or indirectly solicit for employment, or
make an unsolicited recommendation to any other person that it employ or solicit
for employment any person who is or was, at any time during the nine (9) month
period prior to the Termination date, an officer, Executive or key employee of
OXiGENE or any affiliate of OXiGENE. As used in this Agreement, the term
"Executive-Controlled Person" shall mean any company, partnership, firm or other
entity as to which Executive possesses, directly or indirectly, the power to
direct or cause the direction of the management and policies of such entity,
whether through the ownership of voting securities, by contract or otherwise.
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH
THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION
REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES
EXCHANGE ACT OF 1934.
7
EXECUTION COPY
Notwithstanding the forgoing, this provision shall not apply to the solicitation
of individuals who have, for at least one (1) year prior to the Termination
Date, not been employed by OXiGENE.
8.5 The provisions contained in this Section 8 as to the time
periods, scope of activities, persons or entities affected, and territories
restricted shall be deemed divisible so that, if any provision contained in this
Section 8 is determined to be invalid or unenforceable, such provisions shall be
deemed modified so as to be valid and enforceable to the full extent lawfully
permitted.
8.6 Executive agrees that the provisions of this Section 8 are
reasonable and necessary for the protection of OXiGENE and that they may not be
adequately enforced by an action for damages and that, in the event of a
material breach thereof by Executive or any Executive-Controlled Person, OXiGENE
shall be entitled to apply for and obtain injunctive relief in any court of
competent jurisdiction to restrain the breach or threatened breach of such
violation or otherwise to enforce specifically such provisions against such
violation, without the necessity of the posting of any bond by OXiGENE.
Executive further covenants under this Section 8, that OXiGENE shall be entitled
to an accounting and repayment of all profits, compensation, commissions,
remuneration or other benefits that Executive directly or indirectly has
realized and/or may realize as a result of, growing out of or in connection with
any such violation. Such a remedy shall, however, be cumulative and not
exclusive and shall be in addition to any injunctive relief or other legal
equitable remedy to which OXiGENE is or may be entitled.
9. Indemnification
OXiGENE, to the extent permitted by its Articles and By Laws, shall
indemnify the Executive for all claims, losses, expenses, costs, obligations,
and liabilities of every nature whatsoever incurred by the Executive to any
third party as a result of the Executive's acts or omissions as an employee of
OXiGENE, but excluding from such indemnification any claims, losses, expenses,
costs, obligations, or liabilities incurred by the Executive as a result of the
Executive's bad faith, willful misconduct or gross negligence.
10. Attorney's Fees and Expenses
OXiGENE and the Executive agree that in the event of litigation arising
out of or relating to this Agreement, the prevailing party shall be entitled to
reimbursement from the other party to the prevailing party's reasonable attorney
fees and expenses.
11. Amendments
This Agreement may not be altered, modified or amended except by a
written instrument signed by each of the parties hereto.
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH
THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION
REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES
EXCHANGE ACT OF 1934.
8
EXECUTION COPY
12. Assignments
Neither this Agreement nor any of the rights or obligations hereunder
shall be assigned or delegated by any party hereto without the prior written
consent of the other party; provided, however, that any payments and benefits
owed to Executive under this Agreement shall inure to the benefit of his heirs
and personal representatives.
13. Waiver
Waiver by any party hereto of any breach or default by any other party
of any of the terms of this Agreement shall not operate as a waiver of any other
breach or default, whether similar to or different from the breach or default
waived.
14. Severability
In the event that any one or more of the provisions of this Agreement
shall be or become invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not be affected thereby.
15. Notices
All notices and other communications provided for in this Agreement
shall be in writing and shall be deemed to have been duly given when personally
delivered or when mailed by registered mail, return receipt requested, postage
prepaid, addressed as follows:
If to Executive, to him as follows:
Xxxx Xxxxxxx
0000 Xxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
If to OXiGENE, to it as follows:
OXiGENE, Inc.
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxx or his successor
Or to such other address or such other person as Executive or OXiGENE shall
designate in writing in accordance with this Section 15, except that notices
regarding changes in notices shall be effective only upon receipt.
16. Headings
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH
THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION
REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES
EXCHANGE ACT OF 1934.
9
EXECUTION COPY
Headings to Sections in this Agreement are for the convenience of the
parties only and are not intended to be a part of, or to affect the meaning or
interpretation of, this Agreement.
17. Governing Law; Venue; Jury Waiver
This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts without reference to the principles of conflict of laws. Each of
the parties hereto consents to the jurisdiction of the federal and state courts
of the Commonwealth of Massachusetts in connection with any claim or controversy
arising out of or connected with this Agreement, and said courts shall be the
exclusive fora for the resolution of any such claim or controversy. Service of
process in any such proceeding may be made upon each of the parties hereto at
the address of such party as determined in accordance with Section 15 of this
Agreement, subject to the applicable rules of the court in which such action is
brought. Both the Executive and OXiGENE waive any right they may have to a trial
by jury and agree that any dispute between them arising from or relating to the
Agreement or the Executive's employment shall be tried by a judge sitting
without a jury.
18. All Other Agreements Superseded.
Except for Executive's Confidentiality and Inventions Agreement, which
the Executive shall sign as a condition of his employment and of the
effectiveness of this Agreement, this Agreement contains the entire agreement
between Executive and OXiGENE with respect to all matters relating to
Executive's employment with OXiGENE and, as of the date hereof, will supersede
and replace any other agreements, written or oral, between the parties relating
to the terms or conditions of Executive's employment with OXiGENE.
IN WITNESS WHEREOF, OXiGENE and Executive have caused this Agreement to
be executed as of the date first above written.
/s/ Xxxx Xxxxxxx
-----------------------------------------
Xxxx Xxxxxxx
March 5, 2007
-----------------------------------------
Start Date
OXiGENE, Inc.
By: /s/ Xxxxxxx Xxxx
----------------------------------
Name: Dr. Xxxxxxx Xxxx
Title: President & CEO
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH
THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION
REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES
EXCHANGE ACT OF 1934.
10
EXECUTION COPY
Exhibit A
CovX, Advisory Board Chairman
Ingenium Pharmaceuticals, Consultant
Entelos, Inc., Consultant
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH
THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION
REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES
EXCHANGE ACT OF 1934.
11
EXECUTION COPY
EXHIBIT B
GTAb, Inc. (affiliate of CovX)
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH
THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION
REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES
EXCHANGE ACT OF 1934.
12
