Exhibit 4.5
REGISTRATION AGREEMENT
THIS AGREEMENT dated as of December 20, 1996 is made between
HealthGate Data Corp., a Delaware corporation (the "Company") and Xxxxxxxxx
Science, Ltd. ("BSL" or "Purchaser").
WHEREAS, the Company and the Purchaser have entered into a
Purchase Agreement of even date herewith (the "Purchase Agreement"); and
WHEREAS, the Company and the Purchaser desire to provide for
certain arrangements with respect to the registration of shares of capital
stock of the Company under the Securities Act of 1933;
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained in this Agreement, the parties hereto agree as follows:
1. DEMAND REGISTRATIONS.
(a) REQUESTS FOR REGISTRATION. At any time commencing six
months after the closing of a public offering of the Company's Common Stock
pursuant to a registration statement filed under the Securities Act, the
holders of at least 40% of the Registrable Securities may request
registration under the Securities Act of all or part of their Registrable
Securities on Form S-1 or any similar or successor long-form registration
("Long-Form Registrations"), and the holders of at least 25% of the
Registrable Securities may request registration under the Securities Act of
all or part of their Registrable Securities on Form S-3 or any similar or
successor short-form registration ("Short-Form Registrations"), if a
Short-Form Registration is then available to the Company. Within twenty
business days after receipt of any such request, the Company will give
written notice of such requested registration to all other holders of
Registrable Securities and will include in such registration all
Registrable Securities with respect to which the Company has received
written requests for inclusion therein within 15 days after the receipt of
the Company's notice. All registrations requested pursuant to this
paragraph 1(a) are referred to herein as "Demand Registrations".
b) LONG-FORM REGISTRATION. The holders of Registrable
Securities will be entitled to request one Long-Form Registration in which
the Company will pay all Registration Expenses; provided that the aggregate
offering value of the Registrable Securities requested to be registered in
the Long-Form Registration must equal at least $1,000,000 and each
Long-Form Registration shall be underwritten on a best efforts basis. A
registration will not count as a Long-Form Registration until it has become
effective unless discontinued at the request of the holders of the
Registrable Securities included therein.
(c) SHORT-FORM REGISTRATIONS. In addition to the
Long-Form Registration provided pursuant to paragraph l(b), the holders of
Registrable Securities will be entitled to request not more than two
Short-Form Registrations in which the Company will pay all Registration
Expenses; provided that the offering value of the Registrable Securities
requested to
be registered in any Short-Form Registration shall be at least $1,000,000 and
not more than one Short-Form Registration may be effected in any calendar year.
Demand Registrations will be Short-Form Registrations whenever the Company is
permitted to use any applicable short form. Once the Company has become subject
to the reporting requirements of the Securities Exchange Act, the Company will
use its best efforts to make Short-Form Registrations available for the sale of
Registrable Securities.
(d) PRIORITY ON DEMAND REGISTRATIONS. The Company will
not include in any Demand Registration any securities which are not
Registrable Securities without the written consent of the holders of a
majority of the Registrable Securities requesting such registration. If a
Demand Registration is an underwritten offering, and the managing
underwriters advise the Company in writing that in their opinion the number
of Registrable Securities and other securities requested to be included
exceeds the number of Registrable Securities and other securities which can
be sold in such offering, the Company will include in such registration
prior to the inclusion of any securities which are not Registrable
Securities the number of Registrable Securities requested to be included
which in the opinion of such underwriters can be sold, pro rata among the
respective holders on the basis of the amount of Registrable Securities
owned. Any Persons other than holders of Registrable Securities who
participate in Demand Registrations must pay their share of the
Registration Expenses as provided in paragraph 5 unless otherwise agreed to
by the Company's board of directors.
(e) RESTRICTIONS. If, at the time of any request to
register Registrable Securities pursuant to this paragraph 1, the Company
(i) has filed, or has definite plans to file within
90 days after the time of the request, a registered public offering as to which
the holders may include Registrable Securities pursuant to paragraph 2, or
(ii) is engaged in any other activity which, in
the good faith determination of the Company's board of directors, would be
adversely affected by the requested registration to the material detriment of
the Company,
then the Company's board of directors may at its option direct that such
request be delayed for a period not in excess of six months from the
effective date of such offering or the date of commencement of such other
activity, as the case may be, and such right to delay a requested
registration may not be exercised by the Company more than once in any
12-month period. If the holders of Registrable Securities included therein
elect to discontinue a delayed registration, the Company will pay all of
the Registration Expenses in connection therewith, and such registration
will not count as one of the permitted Demand Registrations. The Company
will not in any event be obligated to effect any Demand Registration within
six months after the effective date of a previous Demand Registration.
(f) SELECTION OF UNDERWRITERS. The holders of a majority
of the Registrable
2
Securities included in any Demand Registration will have the right to select the
investment banker(s) and manager(s) to administer the offering, subject to the
Company's approval which will not be unreasonably withheld.
(g) OTHER REGISTRATION RIGHTS. Except as provided in this
Agreement and subject to the provisions of Section 8 herein, the Company
will not grant to any Persons the right to request the Company to register
any equity securities of the Company, or any securities convertible or
exchangeable into or exercisable for such securities, without the written
consent of the holders of a majority of the Registrable Securities;
provided that the Company may grant rights to other Persons to participate
in Piggyback Registrations so long as such rights are subject to the
provisions of paragraphs 2(c) and 2(d) hereof.
2. PIGGYBACK REGISTRATIONS.
(a) RIGHT TO PIGGYBACK. Whenever the Company proposes to
register any of its securities under the Securities Act (other than
pursuant to a Demand Registration) and the registration form to be used may
be used for the registration of Registrable Securities (a "Piggyback
Registration"), the Company will give prompt written notice to all holders
of Registrable Securities of its intention to effect such a registration
and will include in such registration all Registrable Securities with
respect to which the Company has received written requests for inclusion
therein within 15 days after the Company gives its notice.
(b) PIGGYBACK EXPENSES. The Registration Expenses of the
holders of Registrable Securities will be paid by the Company in all
Piggyback Registrations.
(c) PRIORITY ON INITIAL PUBLIC OFFERING REGISTRATION. If
a Piggyback Registration is an underwritten primary registration on behalf
of the Company which is an initial public offering, and the managing
underwriters advise the Company in writing that in their opinion the number
of securities requested to be included in such registration exceeds the
number which can be sold in such offering, the Company will include in such
registration (i) first, the securities the Company proposes to sell, (ii)
second, the Registrable Securities requested to be included in such
registration, pro rata among the holders of such Registrable Securities on
the basis of the number of shares owned by such holders, and (iii) third,
other securities requested to be included in such registration.
(d) PRIORITY ON PRIMARY AND SECONDARY REGISTRATIONS. If a
Piggyback Registration is an underwritten primary registration on behalf of
the Company which is not an initial public offering, or a secondary
registration on behalf of holders of the Company's securities, and the
managing underwriters advise the Company in writing that in their opinion
the number of securities requested to be included in such registration
exceeds the number which can be sold in such offering, the Company will
include in such registration (i) first, the securities requested to be
included therein by the holders requesting such registration and (ii)
second, the Registrable Securities and other securities requested to be
included in such registration, pro rata among the
3
holders of such securities on the basis of the number of securities so requested
to be included therein.
(e) OTHER REGISTRATIONS. If the Company has previously
filed a registration statement with respect to Registrable Securities
pursuant to paragraph 1 or pursuant to this paragraph 2, and if such
previous registration has not been withdrawn or abandoned, the Company will
not file or cause to be effected any other registration of any of its
equity securities or securities convertible or exchangeable into or
exercisable for its equity securities under the Securities Act (except on
Form S-8 or any successor form), whether on its own behalf or at the
request of any holder or holders of such securities, until a period of at
least three months has elapsed from the effective date of such previous
registration, except in the case that the registration is a firm commitment
underwriting, in which event the restrictions contained in this paragraph
2(e) will terminate upon the closing of such firm commitment underwriting.
3. HOLDBACK AGREEMENTS.
(a) Each holder of Registrable Securities agrees not to
effect any public sale or distribution of equity securities of the Company,
or any securities convertible into or exchangeable or exercisable for such
securities, during the seven days prior to and the 90-day period beginning
on the effective date of any underwritten Demand Registration or any
underwritten Piggyback Registration in which Registrable Securities are
included (except as part of such underwritten registration) unless the
underwriters managing such registered public offering otherwise agree.
(b) The Company agrees (i) not to effect any public sale
or distribution of its equity securities, or any securities convertible
into or exchangeable or exercisable for such securities, during the seven
days prior to and during the 90-day period beginning on the effective date
of any underwritten Demand Registration or any underwritten Piggyback
Registration in which Registrable Securities are included (except as part
of such underwritten registration or pursuant to registrations on Form S-8
or any successor form) unless the underwriters managing such registered
public offering otherwise agree, and (ii) to use its best efforts to cause
each Person who holds at least 10% of the Common Stock of the Company (on a
fully-diluted basis), acquired at any time after the date of this Agreement
(other than in a registered public offering), to agree not to effect any
public sale or distribution of any such securities during such period
(except as part of such underwritten registration, if otherwise permitted)
unless the underwriters managing such registered public offering otherwise
agree.
4. REGISTRATION PROCEDURES. Whenever the holders of Registrable
Securities have requested that any Registrable Securities be registered
pursuant to this Agreement, the Company will use its best efforts to effect
the registration and the sale of such Registrable Securities in accordance
with the intended method of disposition thereof, and pursuant thereto the
Company will as expeditiously as possible:
(a) prepare and file with the Securities and Exchange
Commission a registration
4
statement with respect to such Registrable Securities, and use its best efforts
to cause such registration statement to become effective (provided that before
filing a registration statement or prospectus or any amendments or supplements
thereto, the Company will furnish to the counsel selected by the holders of a
majority of the Registrable Securities covered by such registration statement
copies of all such documents proposed to be filed, which documents will be
subject to the review of such counsel);
(b) prepare and file with the Securities and Exchange
Commission such amendments and supplements to such registration statement
and the prospectus used in connection therewith as may be necessary to keep
such registration statement effective for a period of not less than 90 days
and comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement during
such period in accordance with the intended methods of disposition by the
sellers thereof set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities
such number of copies of such registration statement, each amendment and
supplement thereto, the prospectus included in such registration statement
(including each preliminary prospectus) and such other documents as such
seller may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such
Registrable Securities under such other securities or blue sky laws of such
jurisdictions as any seller reasonably requests and do any and all other
acts and things which may be reasonably necessary or advisable to enable
such seller to consummate the disposition in such jurisdictions of the
Registrable Securities owned by such seller (provided, that the Company
will not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for
this subparagraph, (ii) subject itself to taxation in any such jurisdiction
or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, at
any time when a prospectus relating thereto is required to be delivered
under the Securities Act, of the happening of any event as a result of
which the prospectus included in such registration statement contains an
untrue statement of a material fact or omits any fact necessary to make the
statements therein not misleading, and, at the request of any such seller,
the Company will prepare a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus will not contain an untrue statement of a
material fact or omit to state any fact necessary to make the statements
therein not misleading;
(f) cause all such Registrable Securities to be listed on
each securities exchange on which similar securities issued by the Company
are then listed;
(g) provide a transfer agent and registrar for all such
Registrable Securities not
5
later than the effective date of such registration statement;
(h) enter into such customary agreements (including an
underwriting agreement in customary form) and take all such other actions
as the holders of a majority of the Registrable Securities being sold or
the underwriters, if any, reasonably request in order to expedite or
facilitate the disposition of such Registrable Securities; and
(i) make available for inspection by any seller of such
Registrable Securities, any underwriter participating in any disposition
pursuant to this Agreement, and any attorney, accountant or other agent
retained by any such seller or underwriter, all financial and other
records, pertinent corporate documents and properties of the Company, and
cause the Company's officers, directors and employees to supply all
information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such registration statement.
In connection with any Demand Registration or Piggyback Registration, the
holders of Registrable Securities will expeditiously supply the Company
with all information and copies of all documents reasonably necessary to
effect such registration in compliance with the Securities Act and the
rules and regulations thereunder and shall otherwise cooperate with the
Company and its counsel in expediting the effectiveness of any such
registration.
5. REGISTRATION EXPENSES.
(a) All expenses incident to the Company's performance of
or compliance with this Agreement, including without limitation all
registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery
expenses, and fees and disbursements of counsel for the Company and all
independent certified public accountants, underwriters (excluding discounts
and commissions and excluding legal fees and disbursements of any counsel
for the holders of Registrable Securities) and other Persons retained by
the Company (all such expenses being herein called "Registration Expenses")
will be borne as provided in this Agreement, except that the Company will,
in any event, pay its internal expenses (including without limitation all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit, the expense of any
liability insurance and the expenses and fees for listing the securities to
be registered on each securities exchange on which similar securities
issued by the Company are then listed.
(b) To the extent Registration Expenses are not required
to be paid by the Company, each holder of securities included in any
registration hereunder will pay those Registration Expenses allocable to
the registration of such holder's securities so included, and any
Registration Expenses not so allocable will be borne by all sellers of
securities included in such registration in proportion to the aggregate
selling price of the securities to be so registered.
6. INDEMNIFICATION.
6
(a) The Company agrees to indemnify, to the extent
permitted by law, each holder of Registrable Securities and, as applicable,
such holder's officers and directors and each Person who controls such
holder (within the meaning of the Securities Act) against all losses,
claims, damages, liabilities and expenses caused by any untrue or alleged
untrue statement of material fact contained in any registration statement,
prospectus or preliminary prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to
be stated therein or necessary to make the statements therein not
misleading, except insofar as the same are caused by or contained in any
information furnished in writing to the Company by such holder expressly
for use therein or by such holder's failure to deliver a copy of the
registration statement or prospectus or any amendments or supplements
thereto after the Company has furnished such holder with a sufficient
number of copies of the same. In connection with an underwritten offering,
the Company will indemnify such underwriters, their officers and directors
and each Person who controls such underwriters (within the meaning of the
Securities Act) to the same extent as provided above with respect to the
indemnification of the holders of Registrable Securities; provided that
such underwriters indemnify the Company to the same extent as provided in
subparagraph (b) below with respect to the indemnification of the Company
by the holders of Registrable Securities.
(b) In connection with any registration statement in
which a holder of Registrable Securities is participating, each such holder
will furnish to the Company in writing such information and affidavits as
the Company reasonably requests for use in connection with any such
registration statement or prospectus and, to the extent permitted by law,
will indemnify the Company, its directors and officers and each Person who
controls the Company (within the meaning of the Securities Act) against all
losses, claims, damages, liabilities and expenses resulting from any untrue
or alleged untrue statement of material fact contained in the registration
statement, prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that such untrue statement or
omission or alleged untrue statement or omission is contained in any
information or affidavit so furnished in writing by such holder; provided,
that the obligation to indemnify will be several, not joint and several,
among such holders of Registrable Securities participating in the
registration and the liability of each such holder of Registrable
Securities will be in proportion to and limited to the gross amount
received by such holder from the sale of Registrable Securities pursuant to
such registration statement.
(c) Any Person entitled to indemnification hereunder will
(i) give prompt written notice to the indemnifying party of any claim with
respect to which such person seeks indemnification and (ii) unless in the
reasonable judgment of counsel for such indemnified party (given in
writing) a conflict of interest between such indemnified and indemnifying
parties exists with respect to such claim, permit such indemnifying party
to assume the defense of such claim with counsel reasonably satisfactory to
the indemnified party. If such defense is so assumed, the indemnifying
party will not be subject to any liability for any settlement made by the
indemnified
7
party without the indemnifying party's consent (but such consent will not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.
(d) The indemnification provided for under this Agreement
will remain in full force and effect regardless of any investigation made
by or on behalf of the indemnified party or any officer, director or
controlling Person of such indemnified party and will survive the transfer
of securities. The Company also agrees to make such provisions for
contribution to any indemnified party in the event the Company's
indemnification is unavailable for any reason as are reasonably requested
by any indemnified party.
7. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Person may
participate in any underwritten registration hereunder unless such Person
(a) agrees to sell such Person's securities on the basis provided in the
underwriting arrangements approved by the Persons entitled hereunder to
approve such arrangements and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements
and other documents required under the terms of such underwriting
arrangements.
8. AMENDMENT OF REGISTRATION AGREEMENT. If the Company desires to
enter into or does enter into a Registration Agreement with any Person at
any time (a "New Registration Agreement") other than this Agreement, the
Company's Registration Agreement with Xxxxx Xxxxxx and Xxxxxxx Xxxxxx dated
March 16, 1995, the Company's Registration Agreement with Xxxxxxx Research
Corporation dated October 18, 1995, or the Company's Registration Agreement
dated August 21, 1996, and such New Registration Agreement provides for
rights more beneficial to such Person than those rights provided to
Purchaser herein or provided to Purchaser pursuant to any amendment,
restatement or modification of this Agreement, the Company and the
Purchaser shall agree to further amend, restate or modify this Agreement to
provide the Purchaser with the equivalent rights as those provided in the
New Registration Agreement.
9. DEFINITIONS.
(a) The term "Registrable Securities" means (i) any
Common Stock issued upon the conversion of any of the Company's Series D
Convertible Preferred Stock, Series C Convertible Preferred Stock, Series B
Convertible Preferred Stock or Series A Convertible Preferred Stock, (ii)
any Common Stock issued or issuable with respect to the Common Stock
referred to in clause (i) by way of a stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization, and (iii) any other shares of Common
Stock held by Persons holding securities described in clauses (i) or (ii)
above. As to any particular Registrable Securities, such securities will
cease to be Registrable
8
Securities when they have ceased to be Restricted Securities under the
particular Purchase Agreement pursuant to which such securities were issued;
provided that any securities which cease to be Restricted Securities solely
because they have become eligible for transfer pursuant to Rule 144 (or any
similar rule then in force) will not cease to be Registrable Securities until
they have actually been sold in compliance with Rule 144 (or any similar rule
then in force). For purposes of this Agreement, a Person will be deemed to be
a holder of Registrable Securities whenever such Person has the right to
acquire such Registrable Securities (by conversion or otherwise), but
disregarding any legal restrictions upon the exercise of such right), whether
or not such acquisition has actually been effected.
(b) Unless otherwise stated, other capitalized terms
contained herein have the meanings set forth in the Purchase Agreement.
10. MISCELLANEOUS.
(a) NO INCONSISTENT AGREEMENTS. The Company will not
hereafter enter into any agreement with respect to its securities which is
inconsistent with the rights granted to the holders of Registrable
Securities in this Agreement.
(b) ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The
Company will not take any action, or permit any change to occur, with
respect to its securities which would materially and adversely affect the
ability of the holders of Registrable Securities to include such
Registrable Securities in a registration undertaken pursuant to this
Agreement or which would materially and adversely affect the marketability
of such Registrable Securities in any such registration (including, without
limitation, effecting a stock split or a combination of shares).
(c) REMEDIES. Any Person having rights under any
provision of this Agreement will be entitled to enforce such rights
specifically, to recover damages caused by reason of any breach of any
provision of this Agreement and to exercise all other rights granted by
law.
(d) AMENDMENTS AND WAIVERS. Except as otherwise provided
herein, the provisions of this Agreement may be amended and the Company may
take any action herein prohibited, or omit to perform any act herein
required to be performed by it, only if the Company has obtained the
written consent of holders of a majority of the Registrable Securities.
(e) SUCCESSORS AND ASSIGNS. All covenants and agreements
in this Agreement by or on behalf of any of the parties hereto will bind
and inure to the benefit of the respective successors and assigns of the
parties hereto whether so expressed or not; provided, however, that no
transferee of any Purchaser shall be entitled to any rights hereunder
unless such transferee (a) acquires a number of Registrable Securities with
an aggregate initial cost of at least $160,000 (as proportionally adjusted
for stock splits, stock dividends and recapitalization affecting the Common
Stock) or (b) is a member of the "affiliated group" of the Purchaser (as
defined below). The Company shall be given written notice by such Purchaser
a reasonable time after such
9
transfer stating the name and address of the transferee and identifying the
securities with respect to which its rights hereunder are being assigned. Any
transferee to whom rights hereunder are transferred shall, as a condition to
such transfer, deliver to the Company a written instrument by which the
transferee agrees to be bound by the obligations imposed upon such Purchaser
hereunder to the same extent as if such transferee were an original party
hereto. Notwithstanding the foregoing, any Purchaser which is a partnership,
limited liability company or corporation may transfer rights granted to it to
any partner or stockholder thereof to whom Registrable Securities are
transferred and who delivers to the Company a written instrument by which such
transferee agrees to be bound by the obligations imposed upon such Purchaser
hereunder to the same extent as if such transferee were an original party
hereto. As used herein, the term "affiliated group" includes a Purchaser's
spouse, parents, siblings and descendants (whether natural or adopted) and any
trust solely for the benefit of such Purchaser and/or such Purchaser's spouse,
parents, siblings and/or descendants and, in the case of a Purchaser which is a
corporation, limited liability company or partnership, any shareholder or
partner thereof or any entity which controls, is controlled by or is under
common control with such corporation, limited liability company or partnership.
(f) SEVERABILITY. Whenever possible, each provision of
this Agreement will be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Agreement is held
to be prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.
(g) COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts, any one of which need not
contain the signatures of more than one party, but all such counterparts
taken together will constitute one and the same Agreement.
(h) DESCRIPTIVE HEADINGS. The descriptive headings of
this Agreement are inserted for convenience only and do not constitute a
part of this Agreement.
(i) GOVERNING LAW. The corporate law of the State of
Delaware will govern all issues concerning the relative rights of the
Company and its stockholders. All other questions concerning the
construction, validity and interpretation of this Agreement and the
schedule hereto will be governed by the internal law, and not the law of
conflicts, of the Commonwealth of Massachusetts.
(j) NOTICES. All notices, demands or other communications
to be given or delivered under or by reason of the provisions of this
Agreement will be in writing and will be deemed to have been given when
delivered personally, sent by confirmed fax or mailed by certified or
registered mail, return receipt requested and postage prepaid, to the
recipient. Such notices, demands and other communications will be sent
10
To the Company: HealthGate Data Corp.
000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxxxx X. Xxxxx, President
with a copy to: Xxxxxxx X. Xxxx, Esq.
Rich, May, Xxxxxxxx & Xxxxxxxx, P.C.
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Fax: (000) 000-0000
To BSL: Xxxxxxxxx Science, Ltd.
Xxxxx Xxxx, Xxxxxx
XX0 XXX, Xxxxxx Xxxxxxx
Fax: 000 000 000 000 000
with a copy to: Xxxx Xxxxxx Xxxxxxxx, Esq.
Xxxxxx & Dodge LLP
Xxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Fax: (000) 000-0000
or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first written above.
HEALTHGATE DATA CORP.
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Xxxxxxx X. Xxxxx, President
XXXXXXXXX SCIENCE, LTD.
By: /s/ Xxxxxxx Xxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxx
Title: Director
11
