ASSIGNMENT AND ASSUMPTION AND
ROYALTY AGREEMENT
THIS AGREEMENT effective as of May 8, 1998, (the "Effective Date") between
Intercardia, Inc., a corporation organized and existing under the laws of
Delaware and having its principal office at 0000 Xxxx Xxxxxxx 54, Cape Fear
Building, Suite 300, Research Xxxxxxxx Xxxx, Xxxxx Xxxxxxxx 00000
("Intercardia") and Interneuron Pharmaceuticals, Inc., a corporation organized
and existing under the laws of Delaware and having its principal office at 00
Xxxxxx Xxxxxx, Xxxxxxxxx XX 00000 ("Interneuron").
W I T N E S S E T H:
WHEREAS, in connection with an Agreement and Plan of Merger entered into on
the Effective Date (the "Merger Agreement"), Intercardia has agreed to acquire
from Interneuron all of the capital stock (the "Stock") of Transcell
Technologies, Inc. ("Transcell") owned by Interneuron under the terms and
conditions contained therein; and
WHEREAS, Interneuron has agreed to assign (the "Assignment") to Intercardia
Interneuron's rights, benefits and interests under the agreements set forth on
Appendix A hereto (the "Assigned Agreements") and to continue to guaranty
certain lease obligations of Transcell under certain conditions (the "Guaranty
Agreement") effective upon the closing of the merger (the "Merger") contemplated
by the Merger Agreement; and
WHEREAS, as consideration for the Assignment and the Guaranty Agreement,
Intercardia has agreed to pay to Interneuron royalties on Net Sales of Products
(each as defined herein), upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants herein contained, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
Unless specifically set forth to the contrary herein, the following terms,
where used in the singular or plural, shall have the respective meanings set
forth below:
I.1 "Closing Date" shall mean the closing date of the Merger.
I.2 "Common Stock" shall mean the common stock, $.001 par value, of
Intercardia.
I.3 Defined Terms Appearing in Merck Agreement. The following terms shall have
the respective meanings set forth in the Merck Agreement:
(a) Affiliate;
(b) Calendar Quarter;
(c) Calendar Year;
(d) First Commercial Sale;
(e) Net Sales.
I.4 "Earned Payment" shall mean the $3,000,000 payment made by Intercardia in
Common Stock to Interneuron on the Closing Date.
I.5 "Fair Market Value" shall mean, on any applicable payment date, (a) the
average of the high and low sales price of the Common Stock on the five
(5) most recent trading days, ending two (2) business days immediately
prior to the applicable payment date, in which the trading volume of the
Common Stock was at least 1500 shares, or, if no such sales take place on
any such date, the average of the closing bid and asked prices of the
Common Stock on such date, in each case as officially reported on the
Nasdaq National Market or any other national securities exchange on which
the Common Stock is then listed, or (b) if the Common Stock is not then
listed or admitted to trading on the Nasdaq National Market or any other
national securities exchange, the average of the reported closing bid and
asked prices of the Common Stock on the five (5) trading days ending on
such date as shown by Nasdaq or (c) if the Common Stock is not then listed
on any exchange or shown by Nasdaq, the higher of (x) the book value
thereof as determined by any firm of independent public accountants of
recognized standing selected by the Board of Directors of Intercardia as
at the last day of any month ending within 60 days preceding the date as
of which the determination is to be made or (y) the fair value thereof
determined in good faith by an independent valuation firm jointly selected
by the parties as of a date which is within 15 days of the date as of
which the determination is to be made.
I.6 "Merck" shall mean Merck & Co., Inc.
I.7 "Merck Agreement" shall mean the Research Collaboration and License
Agreement by and among Merck & Co., Inc., Transcell and Interneuron
effective as of June 30, 1997, a copy of which is attached hereto as
Appendix 1.2.
I.8 "Party" shall mean Intercardia or Interneuron.
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I.9 "Princeton License Agreement" shall mean the License Agreement between the
Trustees of Princeton University ("Princeton") and Interneuron entered
into on April 15, 1998, effective as of June 30, 1997.
I.10 "Princeton Sponsored Research Agreements" shall mean the Research
Agreements between Princeton and Interneuron dated April 29, 1997 relating
to Research Proposals titled "Construction of a Vancomycin Library" and
"Towards a Map of the Active Site of MurG."
I.11 "Product" shall mean a product defined in the Merck Agreement as a
Licensed Product.
I.12 "Securities Act" shall mean the Securities Act of 1933, as amended, and
all rules and regulations promulgated thereunder.
I.13 "Side Agreement" shall mean the Side Agreement effective as of June 30,
1997 by and among Merck, Princeton, Interneuron and Transcell.
ARTICLE II
ASSIGNMENT AND ASSUMPTION; GUARANTY AGREEMENT
II.1 Assignment and Assumption. Interneuron hereby assigns to Intercardia all
of its rights, benefits and interests under each of the Assigned
Agreements. Intercardia hereby assumes and agrees to pay, perform,
discharge and carry out all of the obligations and liabilities of
Interneuron under each of the Assigned Agreements.
II.2 Guaranty Agreement. Interneuron hereby agrees to continue its respective
guaranties set forth on Appendix 2.2 hereof (the "Guaranties") until such
time as the respective guaranty can be terminated or transferred to
Intercardia. Intercardia hereby agrees to (i) use its best efforts to
terminate or remove Interneuron from each of the Guaranties and (ii) pay,
perform, discharge and carry out all the obligations and liabilities under
the leases subject to the Guaranties; provided, however, that promptly
after the Closing Date, Intercardia shall submit a written request to
terminate or remove Interneuron from such Guaranties and shall negotiate
in good faith to do so; further provided that, in the event that
Intercardia shall be unsuccessful in terminating or removing Interneuron
from such Guaranties at such time, Intercardia hereby covenants to submit
a similar request on an annual basis, or promptly following the closing of
any capital raising transaction of Intercardia, whichever is sooner, until
such Guaranties are terminated. Interneuron may participate in or initiate
any discussions relating to the termination of, or removal of Interneuron
from, such Guaranties.
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II.3 Consents or Approvals. To the extent that any consent or approval is
required to permit the assignment to Intercardia of any Assigned Agreement
or any agreement, commitment or other contractual right thereof,
contemplated hereunder to be assigned to Intercardia and such consent or
approval is not obtained, this Agreement shall not constitute an
assignment thereof. However, Interneuron and Intercardia shall cooperate
in any reasonable arrangements designed to provide for Intercardia all of
the benefits (and to assure that Interneuron will be effectively relieved
from related liabilities) under such agreement or commitment; provided,
however, that neither Interneuron nor Intercardia shall be required to
enter into any arrangement which, in the reasonable opinion of its
counsel, violates the provisions of any contract, law or regulation to
which such Party is a party or by which such Party is bound. Intercardia
agrees that, so long as it is a party to any such agreement or commitment
Intercardia will fully perform all of Interneuron `s obligations
thereunder which arise following the Effective Date.
ARTICLE III
EARNED PAYMENT; ROYALTIES AND REPORTS
III.1 Earned Payment and Royalties. In consideration for Interneuron's
agreements hereunder, Intercardia shall make the following payments to
Interneuron:
III.1.1 Earned Payment. Intercardia shall pay the Earned Payment to
Interneuron on the Closing Date. The Earned Payment shall be
non-refundable and shall be paid in shares of Intercardia Common
Stock calculated by dividing $3,000,000 by the Per Share Price.
The Per Share Price shall equal the Fair Market Value of
Intercardia Common Stock determined as of the Closing Date;
provided, however, that if the Fair Market Value of Intercardia
Common Stock determined as of the Closing Date is (i) less than
$15.00 then the Per Share Price shall equal $15.00 and (ii) more
than $29.00, the Per Share Price shall equal $29.00.
III.1.2 Royalties
(a) Subject to the terms and conditions of this Agreement,
Intercardia shall pay to Interneuron royalties based on
cumulative annual Net Sales of Products by Merck,
Intercardia, their Affiliates or sublicensees in the
percentages set forth below:
Cumulative Annual Net Sales Royalty
--------------------------- -------
Less than or equal to $500,000,000 1%
Greater than $500,000,000 1.5%
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(b) Royalties at the rates set forth above shall be
effective as of the date of First Commercial Sale of a
Product and shall continue until Merck, or its successor
in interest to the Merck Agreement, no longer has an
obligation to pay royalties pursuant to the Merck
Agreement, on any Product; provided, however, that
payment of royalties shall not be due until cumulative
net sales of Products equal $300,000,000 (the "Initial
Payment Event").
III.2 Reports; Payment of Royalty; Adjustments.
(a) Following the First Commercial Sale of a Product and during the
term of the Agreement, Intercardia shall furnish to Interneuron
a copy of the written report received by Intercardia under
Section 5.5 of the Merck Agreement for each Calendar Quarter of
a Calendar Year showing the sales of all Products subject to
royalties sold by Merck, Intercardia, their Affiliates and
sublicensees during the reporting period (and a reconciliation
to Net Sales) together with a report showing the royalties
accrued under this Agreement (collectively, the "Accrual
Reports"). Accrual Reports shall be due on the thirty-fifth
(35th) day following the close of each Calendar Quarter.
Royalties shown to have accrued as of the Initial Payment Event
shall be due and payable on the thirty-fifth (35th) day
following the Initial Payment Event. After the Initial Payment
Event, royalties shown to have accrued by each Accrual Report
shall be due and payable within ten (10) days after the date
that the Accrual Report for such Calendar Quarter is due.
Intercardia shall keep complete and accurate records, including
copies of any reports forwarded by Merck to Intercardia pursuant
to the Merck Agreement, in sufficient detail to enable the
royalties hereunder to be determined. Such Accrual Reports will
include information in the local currency and as converted into
United States dollars based on the average exchange rate on the
first and last day of each month (determined in accordance with
the Merck Agreement).
(b) Royalties shall be paid through the issuance by Intercardia to
Interneuron of shares (the "Royalty Shares") of Common Stock,
unless Interneuron and Intercardia agree that royalties may be
paid in cash. The number of Royalty Shares to be issued shall be
equal to the amount of royalties due hereunder divided by the
Fair Market Value determined as of each Accrual Report date.
Interneuron shall have the registration rights with respect to
the resale of the Royalty Shares as set forth in a Registration
Rights Agreement to be entered into as of the Closing Date.
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III.3 Audits.
(a) Upon the request of Interneuron, Intercardia shall permit an
independent certified public accounting firm of nationally
recognized standing selected by Interneuron, to have access
during normal business hours to such of the records of
Intercardia as may be reasonably necessary to verify the
accuracy of the Accrual Reports hereunder for any year ending
not more than thirty-six (36) months prior to the date of such
request.
(b) If such accounting firm correctly concludes that additional
royalties were owed during such period, Intercardia shall pay
the additional royalties within thirty (30) days of the date
Interneuron delivers to Intercardia such accounting firm's
written report so concluding. The fees and expenses charged by
such accounting firm shall be paid by Interneuron; provided,
however, that if an error in favor of Interneuron in the payment
of royalties of more than 10% of the royalties due hereunder for
the period being reviewed is discovered, then the fees and
expenses of such accounting firm shall be borne by Intercardia.
(c) Upon the expiration of thirty-six (36) months following the end
of any year the calculation of royalties payable with respect to
such year shall be binding and conclusive upon Interneuron, and
Intercardia shall be released from any liability or
accountability with respect to royalties for such year.
III.4 Payment Exchange Rate. All calculations of royalties payable to
Interneuron under this Agreement shall be made in United States dollars.
In the case of sales outside the United States, the rate of exchange to
be used in computing the amount of currency equivalent in United States
dollars shall be calculated in accordance with Section 5.7 of the Merck
Agreement.
III.5 Tax Withholding. If laws, rules or regulations require withholding of
income taxes or other taxes imposed upon payments set forth in this
Article III, Intercardia shall make such withholding payments as
required and subtract such withholding payments from the calculation of
royalties and number of Royalty Shares issuable pursuant to this Article
III. Intercardia shall submit appropriate proof of payment of the
withholding taxes to Interneuron within a reasonable period of time.
Intercardia will use efforts consistent with its usual business
practices to ensure that any withholding taxes imposed are reduced as
far as possible under the provisions of the current or any future double
taxation treaties or agreements between foreign countries, and the
Parties shall cooperate with each other with respect thereto, with the
appropriate Party under the circumstance providing the documentation
required under such treaty or agreement to claim benefits thereunder.
III.6 Representations and Warranties of Interneuron. Interneuron represents
and warrants to Intercardia that:
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(a) the Royalty Shares payable to Interneuron pursuant to the terms
hereof will be acquired for investment for its own account,
without any view to the unregistered public distribution or
resale thereof, all without prejudice, however, to the right of
Interneuron at any time lawfully to sell or otherwise to dispose
of all or any part of the Royalty Shares pursuant to
registration or any exemption therefrom under the Securities Act
and applicable state securities laws;
(b) Interneuron understands that the Royalty Shares to be received
by it pursuant to the terms hereof are characterized as
"restricted securities" under the federal securities laws
inasmuch as they will be acquired from Intercardia in a
transaction not involving a public offering and that under such
laws and applicable regulations such securities may be resold
without registration under the Securities Act only in certain
limited circumstances;
(c) Interneuron is an "accredited investor" within the meaning of
Rule 501 of Regulation D under the Securities Act. Interneuron
has the capacity to evaluate the merits and high risks of an
investment in the Royalty Shares and is able to bear the
economic risk of this investment. Interneuron understands that
an investment in Royalty Shares is highly speculative and
involves a high degree of risk. Interneuron has been provided
access to all information requested by it in order to evaluate
the merits and risks of an investment in the Royalty Shares;
(d) Interneuron acknowledges that the certificates evidencing the
Royalty Shares shall bear a legend substantially as follows:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH
RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT."
The foregoing legend shall be removed by Intercardia from any
certificate at such time as the holder of the Royalty Shares
represented by the certificate delivers an opinion of counsel
reasonably satisfactory to Intercardia to the effect that such
legend is not required in order to establish compliance with any
provisions of the Securities Act, or at such time as the holder
of such Royalty Shares satisfies the requirements of Rule 144(k)
under the Securities Act (provided that Rule 144(k) as then in
effect does not differ substantially from Rule 144(k) as in
effect as of the date of this Agreement), and provided further
that Intercardia has received from the holder a written
representation that such holder satisfies the requirements of
Rule 144(k) as then in effect with respect to such Royalty
Shares;
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(e) Interneuron is a duly organized and validly existing corporation
under the laws of the State of Delaware, and has taken all
required corporate action to authorize the execution, delivery
and performance of this Agreement; it has the full corporate
right, power and authority to enter into this Agreement and to
perform all of its obligations hereunder; the execution and
delivery of this Agreement and the consummation of the
transactions contemplated herein do not violate, conflict with,
or constitute a default under its certificate of incorporation,
by-laws or the terms or provisions of any material agreement to
which it is a party or by which it is bound, or any order,
award, judgment or decree to which it is a party, except in each
case, for such violations, conflicts or defaults which would not
have a material adverse effect (a "Material Adverse Effect") on
the assets, results of operations, business or financial
condition of Interneuron and its subsidiaries, taken as a whole;
and (assuming this Agreement constitutes the valid and binding
obligation of Intercardia), upon execution and delivery, this
Agreement will constitute the legal, valid and binding
obligation of Interneuron;
(f) The Assigned Agreements were, as of their respective effective
dates and, to Interneuron's knowledge, the Assigned Agreements
are, in each case, with respect to Interneuron, in full force
and effect and enforceable against Interneuron in accordance
with their respective terms, except (a) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws
of general application affecting enforcement of creditors'
rights, (b) as limited by laws relating to the availability of
specific performance, injunctive relief or other equitable
remedies, and (c) to the extent the enforceability of any
indemnification provisions contained in the Assigned Agreements
may be limited by applicable laws;
(g) Interneuron has not previously assigned, transferred, conveyed
or otherwise encumbered its right, title and interest in the
Assigned Agreements, except pursuant to the Merck Agreement;
(h) to Interneuron's knowledge, there are no claims, judgments or
settlements against or owed by Interneuron or pending or
threatened claims or litigation to which Interneuron is a party,
in each case relating to the Assigned Agreements; and
(i) Interneuron has obtained consents, if any, required in order to
assign the Assigned Agreements to Intercardia.
III.7 Representations and Warranties of Intercardia. Intercardia represents
and warrants to Interneuron that:
(a) Intercardia is a duly organized and validly existing corporation
under the laws of the State of Delaware, and has taken all
required corporate action to authorize the
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execution, delivery and performance of this Agreement; it has
the full corporate right, power and authority to enter into this
Agreement and to perform all of its obligations hereunder; the
execution and delivery of this Agreement and the consummation of
the transactions contemplated herein do not violate, conflict
with, or constitute a default under its certificate of
incorporation, by-laws or the terms or provisions of any
material agreement to which it is a party or by which it is
bound, or any order, award, judgment or decree to which it is a
party, except in each case, for such violations, conflicts or
defaults which would not have a Material Adverse Effect on the
assets, results of operations, business or financial condition
of Intercardia and its subsidiaries, taken as a whole; and
(assuming this Agreement constitutes the valid and binding
obligation of Interneuron) upon execution and delivery, this
Agreement will constitute the legal, valid and binding
obligation of Intercardia;
(b) the Royalty Shares issuable pursuant to this Agreement have been
duly authorized and, when issued and delivered pursuant to the
terms of this Agreement will be duly and validly issued, fully
paid and non-assessable and free of any preemptive rights and of
restrictions on transfer except under applicable federal and
state securities laws; Intercardia will use its best efforts
during the term of this Agreement to maintain, authorize and
reserve for issuance a sufficient number of shares of authorized
Common Stock for the issuance of Royalty Shares pursuant to this
Agreement, including, if necessary, amending its Certificate of
Incorporation.
ARTICLE IV
TERM AND TERMINATION
IV.1 Term and Expiration. This Agreement shall be effective as of the
Effective Date and shall continue in effect until expiration of all
royalty obligations hereunder.
IV.2 Effect of Expiration or Termination. Expiration or termination of this
Agreement shall not relieve the Parties of any obligation accruing prior
to such expiration or termination. Any expiration or early termination
of this Agreement shall be without prejudice to the rights of any Party
against the other accrued or accruing under this Agreement prior to
termination, including the obligation to make royalty payments for
Product(s) sold prior to such termination.
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ARTICLE V
MISCELLANEOUS
V.1 Assignment. This Agreement shall be binding upon and inure to the benefit
of the Parties and their respective successors and permitted assigns.
Nothing in this Agreement shall create or be deemed to create any third
party beneficiary rights in any person who is not a Party. No assignment of
this Agreement or of any rights or obligations hereunder may be made by
Intercardia (by operation of law or otherwise) without Interneuron's
written consent. Interneuron may assign all or a portion of its benefits
pursuant to this Agreement.
V.2 Severability. In the event that any of the provisions contained in this
Agreement are held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby, unless the
absence of the invalidated provision(s) adversely affect the substantive
rights of the parties. The Parties shall replace the invalid, illegal or
unenforceable provision(s) with valid, legal and enforceable provision(s)
which, insofar as practical, implement the purposes of this Agreement.
V.3 Notices. All notices or other communications which are required or
permitted hereunder shall be in writing and sufficient if delivered
personally, sent by facsimile (and promptly confirmed by personal delivery,
registered or certified mail or overnight courier), sent by
nationally-recognized overnight courier or sent by registered or certified
mail, postage prepaid, return receipt requested, addressed as follows:
if to Interneuron to: Interneuron Pharmaceuticals, Inc.
00 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: President
Fax No.: 000-000-0000
with a copy to: Bachner, Tally, Xxxxxxx Xxxxxx LLP
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxx, Esq.
Fax No.: 000-000-0000
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if to Intercardia to: Intercardia, Inc.
X.X. Xxx 00000
3200 East Highway 54
Cape Fear Building, Suite 000
Xxxxxxxx Xxxxxxxx Xxxx, XX 00000
Attention: President
Fax No.: 000-000-0000
with a copy to: Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP
0000 Xxxx Xxxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx, Esq.
Fax No.: 000-000-0000
or to such other address as the Party to whom notice is to be given may
have furnished to the other Parties in writing in accordance herewith. Any
such communication shall be deemed to have been given when delivered if
personally delivered or sent by facsimile on a business day, on the
business day after patch if sent by nationally-recognized overnight courier
and on the third business day following the date of mailing if sent by
mail.
V.4 Applicable Law. The Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware and the United States
without reference to any rules of conflict of laws.
V.5 Dispute Resolution. The Parties agree to attempt initially to solve all
claims, disputes, or controversies arising under, out of, or in connection
with this Agreement by conducting good faith negotiations. If the Parties
are unable to settle the matter between themselves, the matter shall
thereafter be resolved by alternative dispute resolution, starting with
mediation and including, if necessary, a final and binding arbitration.
Whenever a Party shall decide to institute arbitration proceedings, it
shall give written notice to that effect to the other Party. The Party
giving such notice shall refrain from instituting the arbitration
proceedings for a period of sixty (60) days following such notice. During
such period, the Parties shall make good faith efforts to amicably resolve
the dispute without arbitration. Any arbitration hereunder shall be
conducted under the rules of the American Arbitration Association. Each
such arbitration shall be conducted by a panel of three arbitrators: one
arbitrator shall be appointed by each of Interneuron and Intercardia and
the third shall be appointed by the American Arbitration Association. Any
such arbitration shall be held in Wilmington, Delaware. The arbitrators
shall have the authority to grant specific performance. Judgment upon the
award so rendered may be entered in any court having jurisdiction or
application may be made to such court for judicial acceptance of any award
and an order of enforcement, as the case may be. In no event shall a demand
for arbitration be made after the date when institution of a legal or
equitable proceeding based
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on such claim, dispute or other matter in question would be barred by the
applicable statute of limitations.
V.6 Entire Agreement. This Agreement, together with the Merger Agreement and
the exhibits thereto, contains the entire understanding of the Parties with
respect to the subject matter hereof. All express or implied agreements and
understandings, either oral or written, relating to the subject matter
hereof, heretofore made are expressly merged in and made a part of this
Agreement. This Agreement may be amended, or any term hereof modified, only
by a written instrument duly executed by all Parties hereto. To the extent
this Agreement refers to or incorporates sections of the Merck Agreement,
the consent of Interneuron shall be required in connection with the
amendment or modification of any of such sections of the Merck Agreement.
V.7 No Authority. Except as specifically set forth herein, no Party shall have
the authority to make any statements, representations or commitments of any
kind, or to take any action, which shall be binding on any other Party,
without the prior consent of such other Party.
V.8 Waiver. The waiver by a Party hereto of any right hereunder or the failure
to perform or of a breach by another Party shall not be deemed a waiver of
any other right hereunder or of any other breach or failure by said other
Party whether of a similar nature or otherwise.
V.9 Counterparts. The Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first set forth above.
INTERCARDIA, INC.
By: /s/ Xxxxxxx Xxxxxx
----------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: President and Chief Executive Officer
INTERNEURON PHARMACEUTICALS, INC.
By: /s/ Xxxxx X. Xxxxxx, M.D.
----------------------------------------------
Name: Xxxxx X. Xxxxxx, M.D.
Title: President and Chief Executive Officer
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APPENDIX A
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ASSIGNED AGREEMENTS
Merck Agreement
Princeton License Agreement
Princeton Sponsored Research Agreements
Side Agreement
APPENDIX 1.2
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MERCK AGREEMENT
APPENDIX 2.2
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GUARANTIES
Guaranty to Lease between Transcell and Cedar Brook Corporate Center, L.P.,
dated September 19, 1996.
Guaranty to Master Equipment Lease between Transcell and Phoenix Leasing
Incorporated.
