EMPLOYMENT TERMINATION AND GENERAL RELEASE AGREEMENT
THIS EMPLOYMENT TERMINATION AND GENERAL RELEASE AGREEMENT ("Agreement") is
made and entered into by and between Xxxxxxx X. Xxxxxx ("Xxxxxx" or "Employee")
and Trimeris, Inc., a Delaware corporation (the "Company");
W I T N E S S E T H:
WHEREAS, Xxxxxx has decided voluntarily to resign from employment with the
Company; and
WHEREAS, the Company and Xxxxxx have agreed that Xxxxxx'x employment with
the Company shall terminate, effective as of the close of business on September
1, 1999; and
WHEREAS, Xxxxxx and the Company now desire to memorialize, by the execution
of this Agreement, their understanding with respect to all matters relating to
Xxxxxx'x termination of employment;
NOW, THEREFORE, in consideration of the premises and mutual promises
contained herein, as well as the payment of the monies and other benefits to
Xxxxxx as hereinafter recited, the receipt and sufficiency of which are hereby
acknowledged by Xxxxxx, it is agreed as follows:
SECTION 1. TERMINATION DATE. Employee's tenure as an employee shall cease
as of the close of business on September 1, 1999 (the "Termination Date").
SECTION 2. SEVERANCE BENEFITS. In return for Employee's execution of and
adherence to this Agreement, including the releases that form a material part of
this Agreement, and provided Employee does not revoke this Agreement by written
notice to the Company or its representative pursuant to Section 13 (g) below,
the Company shall provide Employee with certain benefits, including benefits to
which he would not otherwise be entitled:
(a) SALARY CONTINUATION. The Company shall pay Xxxxxx his regular salary in
effect as of his Termination Date, for the period September 2, 1999
through March 1, 2000 (the "Salary Continuation Period"), in the amount
of Sixteen Thousand One Hundred Ninety Eight Dollars ($16,198.00) per
month for a total amount during the Salary Continuation Period of
Ninety-Seven Thousand One Hundred Eighty-Eight Dollars ($97,188.00).
Payments shall be made on the Company's regular paydays, and shall be
subject to usual and customary deductions required by law and Company
policy. In the event of Xxxxxx'x death before the end of the Salary
Continuation Period, any remaining payments due under this paragraph
shall be paid to Xxxxxx'x estate.
(b) GROUP HEALTH PLAN. Xxxxxx shall be entitled to elect for himself and
any of his dependents who are currently covered under the terms and
conditions of the Company's group health
plan "continuation coverage" as provided under Section 4980B of the
Internal Revenue Code of 1986, as amended ("COBRA"), unless Xxxxxx
becomes re-employed and eligible to participate in another group health
plan at any time during the Salary Continuation Period. To the extent
that Xxxxxx elects and is eligible for continuation coverage under
COBRA, the Company will reimburse him for the cost of such continuation
coverage for himself and his covered dependents during the Salary
Continuation Period, unless such continuation coverage is earlier
terminated as provided for above. Such reimbursements shall be treated
as additional salary continuation and shall be subject to usual and
customary deductions required by law and Company policy. After the
Salary Continuation Period, Xxxxxx shall bear the full cost of such
continuation coverage, if available. In the event of Xxxxxx'x death
before the end of the Salary Continuation Period, and to the extent
Xxxxxx'x surviving dependents retain continuation coverage under COBRA
after his death, the Company will reimburse them for the cost through
the end of the Salary Continuation Period.
(c) VACATION. Within thirty (30) days following the execution of this
Agreement, the Company shall pay Xxxxxx (or his estate in the event of
his death) for the twenty (20) vacation days accrued but unused by
Xxxxxx through the Termination Date.
(d) LIFE AND DISABILITY INSURANCE. Subject to any limitations imposed by
applicable laws or by the underwriters of any group or individual life
or disability insurance policies maintained by the Company, the Company
shall continue its coverage of Xxxxxx under such group or individual
life and disability insurance policies through the Salary Continuation
Period, and the Company shall bear a portion of the cost of such
coverage in accordance with the Company's policies in effect as of the
Termination Date. In the event Xxxxxx becomes re-employed and eligible
for such new employer's group or individual life or disability
insurance coverage, then this benefit shall cease. If the Company is
unable to continue such coverage and if such benefit is not otherwise
terminated by re-employment, the Company shall pay to Xxxxxx an amount
sufficient on an after-tax basis to obtain such coverage (less any
amount he would have otherwise been required to contribute to the cost
of Company-provided coverage) through the end of the Salary
Continuation Period. Such benefits or payments shall be treated as
additional salary continuation and shall be subject to usual and
customary deductions required by law and Company policy.
(e) ATTORNEY'S FEES. The Company shall reimburse Xxxxxx for the reasonable
attorney's fees actually incurred by him in connection with the
negotiation of the terms and provisions of this Agreement up to a
maximum amount of $2,000.00, provided Xxxxxx or his attorney provides
the Company with the attorney's invoice for such fees, which invoice
shall include an itemized statement of the fees charged. The Company
shall reimburse Xxxxxx for such fees within thirty (30) days following
the Company's receipt of the attorney's invoice.
(f) BONUS COMPENSATION. Xxxxxx shall be paid a bonus for fiscal year 1998
in the amount of Thirty Seven Thousand Two Hundred Dollars ($37,200).
This bonus payment shall be paid in one lump sum within three (3)
business days following the date that this Agreement becomes effective
or enforceable by reason of the
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expiration of the revocation period under Section 13(g). This bonus
payment shall be subject to the usual and customary deductions required
by law and Company policy. In the event of Xxxxxx'x death before this
bonus payment is made, any remaining payments due under this paragraph
shall be paid to Xxxxxx'x estate.
SECTION 3. STOCK OPTIONS. Effective on April 3, 1998, the Company granted
to Xxxxxx certain stock options as evidenced by that certain Trimeris, Inc.
Incentive Stock Option Agreement executed by the Company and Xxxxxx (the "Option
Agreement"). As of the Termination Date, Xxxxxx had a vested right to exercise
options to purchase certain shares of the Company's common stock. Xxxxxx and the
Company agree that paragraph 4(a) of the Option Agreement is hereby amended to
provide, effective September 1, 1999, that the vesting schedule shall be
accelerated by six (6) months. Accordingly, Xxxxxx and the Company agree and
acknowledge that Xxxxxx shall have the vested right under the Option Agreement,
as so amended, to exercise options to purchase up to 32,083 shares of the
Company's common stock. Such right shall remain exercisable in accordance with
and subject to the terms and provisions of the Option Agreement (including, but
not limited to, terms relating to early expiration of exercise of options
following termination of employment).
SECTION 4. EMPLOYEE NOTES. As of September 1, 1999, Xxxxxx is indebted to
the Company under three (3) separate promissory notes dated May 2, 1997, June 2,
1997 and June 11, 1997 (the "Notes"). Each of the Notes, as amended, is due and
payable in full on April 12, 2001, January 1, 2001 and January 1, 2001,
respectively. As of September 1, 1999, the aggregate principal and accrued
interest due on the Notes is Forty-Four Thousand Two Hundred Fifty-Five Dollars
and no/100 Cents ($44,255.00). The Notes shall continue to bear interest in
accordance with their respective terms, and shall be payable as stated therein.
In the event Xxxxxx does not make any required payments on the respective due
dates thereof, the Company reserves the right in its discretion to apply any
amounts otherwise payable to Xxxxxx under Section 2 of this Agreement to the
repayment of the Notes.
SECTION 5. REPURCHASE OF RESTRICTED STOCK. Xxxxxx is a party to Stock
Restriction Agreements with the Company dated May 2, 1997, June 2, 1997 and June
11, 1997 (collectively, the "Stock Restriction Agreements"). In connection with
the provisions of paragraphs 2 and 3 of each of the Stock Restriction
Agreements, the Company hereby waives its right to exercise its Purchase Options
with respect to all unvested shares of the Company's common stock previously
purchased by Xxxxxx under such Stock Restriction Agreements. All shares of
common stock previously purchased by Xxxxxx under the Stock Restriction
Agreements (the "Restricted Shares") are, therefore, fully vested in Xxxxxx
(subject to the Company's rights under Stock Pledge Agreements between Xxxxxx
and the Company dated May 2, 1997, June 2, 1997, and June 11, 1997
(collectively, the "Stock Pledge Agreements")). Upon full payment of the Notes
referenced in Section 4 above, all of the Restricted Shares shall be released
from the applicable Stock Pledge Agreements in accordance with the respective
terms of such Stock Pledge Agreements, and any certificates in the Company's
custody shall be delivered to Xxxxxx, and shall bear all applicable legends
designating the shares as restricted. As transfer restrictions imposed by
federal securities laws (including, but not limited to, restrictions under Rule
144 of the Securities Act of 1933, as amended) lapse, the Company will cooperate
with Xxxxxx in removing the related restrictive legends appearing on the
certificates for the Restricted Shares
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and at the appropriate time, the Company will provide a satisfactory opinion of
counsel that any such Rule 144 holding periods applicable to the Restricted
Shares have been satisfied.
SECTION 6. LIMITATIONS ON RELEASES. Xxxxxx has accrued as of the
Termination Date certain vested rights to benefits under one or more employee
pension benefit plans (as defined in the Employee Retirement Income Security Act
of 1974, as amended) in particular, the Trimeris, Inc. 401(k) Plan maintained by
the Company. Xxxxxx shall be entitled to receive his vested accrued benefits
under such employee pension benefit plans in accordance with their respective
terms. The releases contained in this document do not waive or otherwise affect
Xxxxxx'x rights to such vested accrued benefits. The releases contained in this
document do not waive or otherwise affect Xxxxxx'x rights that may arise under
this Agreement or Xxxxxx'x right to seek statutory indemnification, when
applicable. Similarly, the Company has certain rights in the Inventions
Agreement, the Notes, the Stock Restriction Agreements, the Stock Pledge
Agreements and the Option Agreement, as modified by the provisions of Sections
3, 4, and 5 above (the "Xxxxxx Agreements"). The releases contained in this
document do not waive or otherwise affect (except as specified in Sections 3, 4
and 5 above) the Company's rights under the Xxxxxx Agreements.
SECTION 7. RELEASE OF CLAIMS. In consideration of the payments and benefits
granted hereunder, Employee, on behalf of himself and his heirs and assigns,
hereby irrevocably and unconditionally releases and forever discharges,
individually and collectively, the Company, its affiliated companies, and each
of their respective officers, directors, employees, shareholders,
representatives, parent companies, subsidiaries, predecessors, successors,
assigns, attorneys and all persons acting by, through or in concert with them
(hereinafter referred to in this Section 7 as "Trimeris"), of and from any and
all charges, claims, complaints, demands, liabilities, causes of action, losses,
costs or expenses of any kind whatsoever (including related attorneys' fees and
costs), known or unknown, suspected or unsuspected, that Employee may now have
or has ever had against Trimeris by reason of any act, omission, transaction, or
event occurring up to and including the date of the signing of this Agreement.
This waiver, release and discharge includes without limitation, claims
related to any wrongful or unlawful discharge, discipline or retaliation, any
contract of employment, whether express or implied, any promotions or demotions,
compensation including commissions, short term or long term incentives, the
Company's benefit plan(s) and the management thereof, defamation, slander,
libel, invasion of privacy, misrepresentation, fraud, infliction of emotional
distress, stress, breach of any covenant of good faith and fair dealing, and any
other claims relating to the Employee's employment with the Company and the
termination thereof. This waiver, release and discharge further applies but is
not limited to any claims based on Title VII of the Civil Rights Act of 1964,
the Post Civil War Civil Rights Act (41 U.S.C. ss. 1981 - 88), the Civil Rights
Act of 1991, the Equal Pay Act, the Age Discrimination in Employment Act, the
Older Workers' Benefit Protection Act, the Rehabilitation Act of 1973, the
Americans with Disabilities Act, the Vietnam Era Veterans' Readjustment Act, the
Fair Labor Standards Act, the Workers Adjustment and Retraining Notification
Act, Executive Order 11246, the Employee Retirement Income Security Act of 1974,
the Family and Medical Leave Act (all as they may be amended), and any other
applicable federal, state or local laws, ordinances and regulations including
those relating to discrimination to the extent permitted by law.
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Employee expressly waives all claims, including those which he does not
know or suspect to exist in his favor as of the date of this Agreement against
Trimeris. As used herein, the parties understand the word "claims" to include
all actions, claims, and grievances, whether actual or potential, known or
unknown, and specifically but not exclusively including all claims against
Trimeris recited in Section 7 hereof or otherwise arising from Employee's
employment with the Company, the termination thereof or any other conduct or
negotiations occurring on or prior to the date Employee signs this Agreement.
All such claims are forever barred by this Agreement whether they arise in
contract or tort or under a statute or any other law. The final release of all
claims by Employee against Trimeris constitutes a material part of the
consideration flowing from Employee to Trimeris under this Agreement, and each
of the individuals and entities included within the term "Trimeris" is an
intended beneficiary of this consideration.
SECTION 8. COOPERATION. Xxxxxx hereby agrees to reasonably cooperate with
the Company, now or at any time in the future at the Company's request or in
accordance with any court order, in any investigation, analysis, proceeding,
charge, claim, complaint, demand, cause of action, deposition, arbitration or
trial arising out of or relating to matters and things which occurred during
Xxxxxx'x employment with the Company. The Company shall reimburse Xxxxxx for the
reasonable out-of-pocket expenses actually incurred by him in connection with
such cooperation, provided that Xxxxxx submits to the Company an itemized
statement of such expenses supported by receipt(s). The Company shall reimburse
Xxxxxx for such expenses within thirty (30) days following the Company's receipt
of the expense statement.
SECTION 9. CONFIDENTIAL TERMS. Employee and the Company agree that each
will keep the contents of this Agreement (including its existence and the terms
and provisions thereof) and the negotiations leading to it completely
confidential, that neither will hereafter publish or disclose any information
concerning such matters to anyone, and that each shall take every reasonable
precaution to prevent the direct or indirect disclosure of such information to
third parties, provided that the foregoing provisions shall not be construed to
prevent Employee from disclosing such matters to his family, accountant and/or
any attorney consulted by him or from disclosing the existence of this Agreement
and non-compete provisions to prospective future employers or to prevent the
Company from disclosing such matters to its accountants and attorneys, and
provided further that Employee may also make such disclosures as are finally
compelled by law provided Employee gives the Company immediate notice of such
legal process in order that the Company shall have the opportunity to object to
the disclosure of such information. Notwithstanding the foregoing, the Company
shall have the right to make any and all disclosures as it determines to be
necessary to comply with any judicial order or the requirements of any law
(including, without limitation, any requirement to disclose the terms of this
Agreement or to include this Agreement in any filing with the Securities and
Exchange Commission), and any such disclosures shall not have the effect of
terminating or waiving the continuing confidentiality obligations of the parties
hereunder.
SECTION 10. PRESERVATION OF COMPANY CONFIDENTIAL INFORMATION. Employee
shall not use for himself, publish or disclose to any third party any
confidential or proprietary information concerning the Company or its business
which was acquired or learned during the course of Employee's employment with
the Company. By way of example and not limitation, such information includes
management organization, salary structures, financial results and
5
conditions, product quality, product pricing, transfer pricing, production
capacity, customer and vendor lists, pricing, contacts and preferences, customer
product configurations, marketing and sales strategies and plans, inventions,
research and product development, trade secrets, patents, severance agreements
with other employees, MIS and telecommunications codes, and other business
activities, strategies and plans. Employee acknowledges, ratifies and reaffirms
without limitation all of the terms and conditions stated in that certain
Proprietary Information and Inventions Agreement between Employee and the
Company and dated March 10, 1995 (the "Inventions Agreement"), including but not
limited to the Statement Regarding Proprietary Information and Inventions
Agreement executed by Employee and dated March 10, 1995. Further, Employee
agrees that immediately upon the execution of this Agreement, Employee will
return all Company property loaned to Employee during the course of his
employment with the Company, including, but not limited to, laptop computers,
mobile phones, fax machines and printers.
SECTION 11. AGREEMENT NOT TO COMPETE. Xxxxxx agrees that for a period of
six (6) months following the Termination Date, Xxxxxx shall not, directly or
indirectly, acting alone or as a member of a partnership or as an officer,
director, stockholder, employee, consultant or representative of any company or
other business entity, (i) engage in any business activity anywhere in the world
involving viral membrane fusion or peptide manufacturing, or (ii) request any
present or future customers or suppliers of the Company to curtail or cancel
their business with the Company. Xxxxxx further agrees that for a period of six
(6) months following the Termination Date, Xxxxxx will not induce or attempt to
induce, directly or indirectly, any employees or consultants of the Company to
terminate his or her employment or association with the Company or any
successors or affiliates. The foregoing shall apply during the aforesaid six (6)
month period whether Xxxxxx is contacted directly by such employee or consultant
or otherwise.
SECTION 12. NONDISPARAGEMENT. Employee agrees that he will not denigrate,
defame, disparage or cast aspersions upon collectively, the Company, its
affiliated companies, and each of their respective officers, directors,
employees, stockholders, representatives, parent companies, subsidiaries,
predecessors, successors, assigns, attorneys and all persons acting by, through
or in concert with them (hereinafter referred to in this Section 12 as
"Trimeris") or any of Trimeris' employees, past or present, or products or
activities of Trimeris, to anyone, whether in the employ of Trimeris or
elsewhere. Employee further agrees that he will use all reasonable efforts to
prevent any member of his immediate family from denigrating, defaming,
disparaging or casting aspersions upon Trimeris or any of Trimeris' employees,
past or present, or products or activities of Trimeris, to anyone, whether in
the employ of Trimeris or elsewhere. The Company agrees that it will not
denigrate, defame, disparage or cast aspersions upon Xxxxxx and the Company will
instruct its' officers and directors not to denigrate, defame, disparage or cast
aspersions upon Xxxxxx.
SECTION 13. EMPLOYEE ACKNOWLEDGEMENTS. Employee understands and agrees that
Employee:
(a) Has carefully read and fully understands all of the provisions of this
Agreement;
6
(b) Has been offered a full twenty-one (21) days from receipt of this
Agreement to consider its terms, and having had adequate opportunity to
consider the terms of the Agreement and consult with advisors of his
choice, has elected to sign the Agreement as of the date hereof;
(c) Is, through this Agreement, releasing Trimeris from any and all claims
Employee may have against Trimeris, including but not limited to claims
under the Age Discrimination in Employment Act, as amended;
(d) Knowingly and voluntarily agrees to all of the terms set forth in this
Agreement;
(e) Knowingly and voluntarily intends to be legally bound by the same;
(f) Was advised and is hereby advised in writing to consider the terms of
this Agreement and to consult with an attorney of Employee's choice
prior to executing this Agreement; and
(g) Has a full seven (7) days following his execution of this Agreement to
revoke this Agreement and has been and hereby is advised in writing
that this Agreement shall not become effective or enforceable until the
revocation period has expired. Revocation must occur by hand delivery
of a letter of revocation to Xxxx X. Xxxxxxxxx at Trimeris, Inc., 0000
Xxxxxxxxxx Xxxxx, Xxxxxx, XX 00000, on or before the end of the
business day on September 10, 1999.
(h) Is receiving under this Agreement severance benefits and stock options
to which he would not otherwise be entitled;
(i) Will not retain any materials, supplies, equipment, originals or copies
of any Company or other business records, documents, or data.
SECTION 14. INJUNCTIVE RELIEF. Xxxxxx acknowledges and recognizes that a
violation of this Agreement and its covenants will cause irreparable damage to
the Company and that it will have no adequate remedy at law for such violation.
Accordingly, Xxxxxx agrees that the Company will be entitled, as a matter of
right, to an injunction from any court of competent jurisdiction restraining any
violation of the Agreement. This right to injunctive relief will be cumulative
and in addition to whatever remedies the Company may otherwise have at law.
SECTION 15. LEGAL PROCEEDINGS; AGREEMENT AS A DEFENSE. This Agreement may
be plead as a full and complete defense to, and may be used as the basis for an
injunction against, any action, suit, or other proceeding which may be
instituted, prosecuted or attempted in breach of this Agreement, except for an
action based on a breach of this Agreement. If, contrary to this Agreement,
Xxxxxx files a lawsuit or other legal proceeding against the Company, the
Company shall have the option, in its sole discretion, either to raise this
Agreement as a defense or to rescind this Agreement, in which case Xxxxxx shall
refund to the Company all amounts paid to him pursuant to Section 2 hereunder
and no further payments shall be due to Xxxxxx under Section 2. Notwithstanding
the foregoing, nothing in this Agreement shall be construed to prevent either
party from pursuing claims against the other for breach of this Agreement and
from recovering appropriate legal or equitable relief in connection with such
claims.
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SECTION 16. GOVERNING LAW. This Agreement shall be governed by the laws of
the State of North Carolina. This Agreement shall be interpreted in accordance
with the plain meaning of its terms and not strictly for or against any of the
parties hereto.
SECTION 17. NO OTHER BENEFITS. Xxxxxx acknowledges that, except as set
forth herein, he is not entitled to any compensation, monies or benefits from
the Company, including but not limited to compensation for accrued vacation,
bonuses, commissions, expenses or other forms of compensation or benefits.
Xxxxxx hereby waives all rights to any payments other than for outstanding bona
fide business expenses incurred by Xxxxxx on behalf of the Company prior to
September 1, 1999.
SECTION 18. ENTIRE AGREEMENT. This Agreement represents and contains the
entire agreement and understanding between Xxxxxx and the Company with respect
to its subject matter, and it supersedes any and all prior oral and written
agreements and understandings, and no representation, warranty, condition,
understanding, or agreement of any kind with respect to the subject matter of
this Agreement will be relied upon by Xxxxxx unless specifically incorporated in
this Agreement; provided, however, that the Option Agreement, the Stock
Restriction Agreements, the Notes, the Inventions Agreement and the Stock Pledge
Agreements, will each remain in full force and effect, except to the extent
expressly modified or amended hereunder. Further, this Agreement is intended to
be a binding contract between the parties and shall not be modified, except by
writing signed by both parties.
SECTION 19. TAX WITHHOLDING. Certain payments made under this Agreement may
be subject to required income and other tax withholdings. Xxxxxx will be
responsible for any taxes which may be due as a result of any payments made by
the Company or benefits otherwise provided as described above, and Xxxxxx agrees
to indemnify and hold the Company harmless from any claim and expense that the
Company may incur as a result of any failure by Xxxxxx to pay any such taxes.
SECTION 20. NO ADMISSIONS. Xxxxxx acknowledges and agrees that the payments
by the Company, releases and other consideration described in this Agreement are
offered and exchanged in good faith and will not, for any purpose, be considered
as admissions of liability on the part of the Company, by whom liability is
expressly denied, and no past or present wrongdoing on the part of the Company
is implied by such payments, releases or other consideration under the terms of
this Agreement.
SECTION 21. SEVERABILITY. In the event any provision of this Agreement is
determined by a court or other tribunal to be unenforceable for any reason, the
remaining provisions hereof shall remain in full force and effect and the
unenforceable provision(s) shall be interpreted and rewritten to give effect to
the parties' economic intentions.
SECTION 22. ASSIGNMENT OF CLAIMS. Employee warrants to the Company that he
has not assigned any claim or cause of action released herein.
SECTION 23. COUNTERPARTS. This document may be executed in multiple
counterparts, each of which shall be considered an original.
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SECTION 24. VOLUNTARY AGREEMENT. EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE
HAS BEEN ADVISED THAT THIS AGREEMENT IS A BINDING LEGAL DOCUMENT. EMPLOYEE
FURTHER AGREES THAT HE HAS HAD ADEQUATE TIME AND A REASONABLE OPPORTUNITY TO
REVIEW THE PROVISIONS OF THIS AGREEMENT, HAS BEEN ADVISED TO SEEK LEGAL ADVICE
REGARDING ALL ITS ASPECTS, AND THAT IN EXECUTING THIS AGREEMENT EMPLOYEE HAS
ACTED VOLUNTARILY AND HAS NOT RELIED UPON ANY REPRESENTATION MADE BY THE COMPANY
OR ANY OF ITS EMPLOYEES OR REPRESENTATIVES REGARDING THIS AGREEMENT'S SUBJECT
MATTER AND/OR EFFECT. EMPLOYEE HAS READ AND FULLY UNDERSTANDS THIS AGREEMENT AND
VOLUNTARILY AGREES TO ITS TERMS.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE TO FOLLOW.]
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer, and Xxxxxx has executed this Agreement, all as of
the 3rd day of September, 1999.
EMPLOYEE: TRIMERIS, INC.
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxxxx
--------------------- ---------------------
Xxxxxxx X. Xxxxxx Xxxx X. Xxxxxxxxx,
Ph.D. Chief Executive
Officer and Chief
Scientific Officer
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