BARD MEDICAL DIVISION
X. X. Xxxx, Inc.
0000 Xxxxxxxxxx Xxxx.
Covington, GA 30209-2695 BARD[LOGO]
August 14, 1998
VIA TELECOPIER
AND OVERNIGHT DELIVERY
Biosearch Medical Products, Inc.
00 Xxxxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000-1276
Attn: Xx. Xxxxxxx X. Xxxx
Chairman
RE: Proposed Standstill Agreement between
Biosearch Medical Products, Inc. and
X. X. Xxxx, Inc.
Dear Xx. Xxxx:
Further to our conference call this morning, this letter is to confirm the
continuing interest of X. X. Xxxx, Inc. ("BARD") in negotiating a definitive
agreement with Biosearch Medical Products, Inc. ("BIOSEARCH") relative to the
rights described below.
In order to permit time to negotiate a definitive agreement covering some or all
of the rights described below and in order to prepare a draft agreement, XXXX
and BIOSEARCH agree as follows:
1. In consideration of BARD's agreement to pay BIOSEARCH the sum of
$100,000.00 (the "Standstill Payment"), BIOSEARCH agrees, from the date
hereof through the close of business on September 14, 1998 or during such
longer period as may be agreed upon in writing by BIOSEARCH and BARD, (the
"Standstill Period") to refrain from: (a) disclosing to any third party:
(i) any information relating to BIOSEARCH's non-patented technology
relating to method(s) for applying hydrophilic coatings to intermittent
urological catheters which technology is identified in BIOSEARCH'S
internal File No. MOD 3276 (the "Methods"), (ii) disclosing to any third
party any information relating to BIOSEARCH's hydrophilic coating which is
identified in BIOSEARCH's internal File No. SIL 98.tsi and which has
utility for use on silicone indwelling and intermittent urological
catheters (the "Silicone Coating"), (iii) disclosing to any third party
any information relating to BIOSEARCH's polyurethane catheter which is
identified in BIOSEARCH's internal File No. TPU Xxxxx (the "Polyurethane
Catheter"), (b) transferring or agreeing to transfer to any third party:
(i) substantially all of the stock or assets of BIOSEARCH, (ii) any rights
relating to the Methods, Silicone Coating, Polyurethane Catheter or any
machinery and equipment
Biosearch Medical Products, Inc.
August 14, 1998
Page 2
owned by BIOSEARCH which is used in connection with the Methods (the
"M&E"), (c) negotiating with any third party concerning the potential: (i)
sale of substantially all of the stock or assets of BIOSEARCH, (ii) sale,
license or other transfer of any rights relating to the Methods, Silicone
coating, Polyurethane Catheter or M&E.
2. During the Standstill Period, BIOSEARCH and BARD agree to negotiate, in
good faith, the terms of a definitive agreement pursuant to which
BIOSEARCH: (i) in consideration of a one time payment of $400,000 to be
paid by XXXX to BIOSEARCH upon execution of the definitive agreement,
would sell to BARD BIOSEARCH's entire right, title and interest in and to
the Methods, (ii) would grant to BARD an exclusive worldwide right and
license, under BIOSEARCH's proprietary rights, to manufacture, have
manufactured, use, sell, offer for sale and import the Silicone coating
for use on intermittent and indwelling urinary catheters (the "Field of
Use"), (iii) would, at BARD's option, manufacture and supply to BARD its
requirements of the Silicone Coating at a price to be negotiated and set
forth in the definitive agreement, (iv) would sell to BARD BIOSEARCH's
entire right, title and interest and to the Po1yurethane Catheter and M&E,
at prices to be negotiated and set forth in the definitive agreement, (v)
would, at BARD's option, manufacture and sell to BARD its requirements of
the Polyurethane Catheter at a price to be negotiated and set forth in the
definitive agreement.
3. BIOSEARCH hereby represents to BARD that it is the sole and exclusive
owner of the M&E and all proprietary rights relating to the Methods,
Silicone Coating and Polyurethane Catheter, free and clear of all liens
and encumbrances and hereby agrees to indemnify BARD from a breach of the
foregoing representation.
4. During the Standstill Period, BIOSEARCH agrees: (i) to permit
representatives of BARD to review, from time to time, at BIOSEARCH's
facility, during normal business hours and upon reasonable advanced notice
to BIOSEARCH, all information and data relating to the Methods, Silicone
Catheter, Polyurethane Catheter and M&E, (ii) to fully cooperate with BARD
in its review of such information and data and to respond to all
reasonable inquiries of BARD concerning the same.
5. XXXX agrees to wire transfer the Standstill Payment to BIOSEARCH, in
accordance with instructions previously received from BIOSEARCH, on the
date of BIOSEARCH's acceptance of this letter agreement.
Biosearch Medical Products, Inc.
August 14, 1998
Page 3
6. In the event the parties, during the Standstill Period, execute a
definitive agreement relating to the Methods, Silicone Coating,
Polyurethane Catheter and/or M&E, BARD shall be entitled to take, as a
first credit against monies payable by BARD to BIOSEARCH under the
definitive agreement, an amount equivalent to the Standstill Payment.
7. Subject to the respective obligations of the parties to negotiate, in good
faith, the terms of a definitive agreement, nothing contained herein shall
be deemed or construed as requiring either party to execute a definitive
agreement relating to Methods, Silicone Coating, Polyurethane Catheter
and/or M&E. In the event the parties fail to execute any such definitive
agreement during the Standstill Period, BIOSEARCH hereby agrees to remit
to BARD, within five (5) business days of the expiration of the Standstill
Period, the sum of twenty five thousand dollars ($25,000). In the last
mentioned events, following BIOSEARCH's remittance of the last mentioned
sum, subject to BIOSEARCH's indemnification obligation under Paragraph 3,
neither party shall have any further obligation to the other hereunder.
If the above meets with your approval, please sign where indicated below and fax
a copy of this letter to me at: (000) 000-0000.
Very truly yours,
BARD MEDICAL DIVISION,
X.X. XXXX, INC.
/s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxxx,
President
ACCEPTED AND AGREED TO:
Biosearch Medical Products, Inc.
By: /s/ Xxxxxxx X. Xxxx 8/14/98
-----------------------------
Xxxxxxx X. Xxxx
Chairman
BARD MEDICAL DIVISION
X. X. Xxxx, Inc.
0000 Xxxxxxxxxx Xxxx.
Covington, GA 30209-2695 BARD[LOGO]
September 22, 1998
VIA TELECOPIER
AND OVERNIGHT DELIVERY
Biosearch Medical Products, Inc.
00 Xxxxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000-1276
Attn: Xx. Xxxxxxx X. Xxxx
Chairman
RE: Standstill Agreement dated August 14, 1998 between
Biosearch Medical Products, Inc. ("Biosearch") and
X. X. Xxxx, Inc. ("Bard")
Dear Xxxxxxx:
Reference is made to the above referenced Agreement between Biosearch and Bard
(the "Standstill Agreement"). Capitalized terms used but not defined in this
letter agreement shall have the same meaning as set forth in the Standstill
Agreement, except to the extent as amended by this letter agreement. This letter
is to confirm our recent discussions relative to an extension of the Standstill
Period. Biosearch and Bard hereby agree to the entry of amendments to the
Standstill Agreement as follows:
1. The Standstill Period is hereby extended retroactively from the close of
business on September 14, 1998 through the close of business on October
30, 1998.
2. In consideration of Biosearch's agreement to extend the Standstill Period
in accordance with Paragraph 1 of this letter agreement, Bard agrees to
wire transfer the sum of one hundred thousand dollars ($100,000.00) (the
"Extension Standstill Payment") to Biosearch, in accordance with
instructions previously received from Biosearch, within one (1) business
day of Biosearch's acceptance of this letter agreement.
3. Paragraph 6 of the Standstill Agreement is hereby amended by adding the
following at the end thereof: "plus the Extension Standstill Payment".
4. In the second sentence of Paragraph 7 of the Standstill Agreement, the
words "twenty five thousand dollars ($25,000.00) are hereby deleted and
the words "fifty thousand dollars ($50,000.00)" are hereby substituted in
their stead.
Biosearch Medical Products, Inc.
September 22, 1998
Page 2
5. Bard hereby agrees to issue to Biosearch, contemporaneously with its
execution of this letter agreement, a non-cancelable purchase order for
four hundred thousand (400,000) intermittent urinary catheters at a
purchase price of $0.45 per unit, F.O.B. Biosearch's Branchburg, New
Jersey facility. Except as otherwise provided herein, terms of purchase
shall be governed by the purchase order issued by Bard. Within one (1)
business day of Biosearch's acceptance of this letter agreement, Bard
shall wire transfer to Biosearch, in accordance with wire transfer
instructions previously received from Biosearch, the sum of forty five
thousand dollars ($45,000.00), which sum shall be deemed an advance
against the purchase price of catheters ordered by Bard pursuant to said
purchase order. Notwithstanding the provisions of Paragraph 7 of the
Standstill Agreement, Bard's obligation to pay for catheters delivered
pursuant to said purchase order, Bard's entitlement to credit the advance
referred to in this Paragraph 5 against the purchase price of said
catheters and Biosearch's obligation to manufacture and deliver against
said purchase order shall apply regardless of whether the parties execute
a definitive agreement referred to in Paragraph 7 of the Standstill
Agreement.
If the above meets with your approval, please sign where indicated below and fax
a copy of this letter to Xxxx X. Xxxxx at (000) 000-0000.
Very truly yours,
BARD MEDICAL DIVISION,
X.X. XXXX, INC.
/s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxxx,
President
ACCEPTED AND AGREED TO:
Biosearch Medical Products, Inc.
By: /s/ Xxxxxxx X. Xxxx 9/21/98
-----------------------------
Xxxxxxx X. Xxxx
Chairman
Dated: September 22, 1998
BARD MEDICAL DIVISION
X. X. Xxxx, Inc.
0000 Xxxxxxxxxx Xxxx.
Covington, GA 30209-2695 BARD[LOGO]
October 30, 1998
VIA TELECOPIER
AND HAND DELIVERY
Biosearch Medical Products, Inc.
00 Xxxxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000-1276
Attn: Xx. Xxxxxxx X. Xxxx
Chairman
RE: Standstill Agreement dated August 14, 1998 between
Biosearch Medical Products, Inc. ("Biosearch") and
X. X. Xxxx, Inc. ("Bard"), as amended by letter agreement
dated September 22, 1998 (the "Standstill Agreement")
Dear Xxxxxxx:
Reference is made to the Standstill Agreement. Capitalized terms used herein
shall have the same meaning as set forth in the Standstill Agreement, except to
the extent as amended by this letter agreement.
This letter is to confirm our telephone conversation yesterday relative to an
extension of the Standstill Period. In consideration of the payment by Bard to
Biosearch of the sum of ten dollars ($10.00) the receipt and legal sufficiency
of which is hereby acknowledged by the execution and delivery of this letter
agreement, Biosearch and Bard hereby agree to the entry of an amendment to the
Standstill Agreement as follows:
1. The Standstill Period is hereby extended through the close of business on
November 6, 1998.
Biosearch Medical Products, Inc.
October 30, 1998
Page 2
If the above meets with your approval, please sign where indicated below and fax
a copy of this letter to Xxxx X. Xxxxx at (000) 000-0000.
Very truly yours,
BARD MEDICAL DIVISION,
X.X. XXXX, INC.
/s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxxx,
President
ACCEPTED AND AGREED TO:
Biosearch Medical Products, Inc.
By: /s/ Xxxxxxx X. Xxxx, President
------------------------------
Xxxxxxx X. Xxxx
Chairman
Dated: October 30, 1998
Bard Medical Division
X. X. Xxxx, Inc.
0000 Xxxxxxxxxx Xxxx.
Covington, GA 30209-2695 BARD[LOGO]
November 6, 1998
VIA TELECOPIER
AND HAND DELIVERY
Biosearch Medical Products, Inc.
00 Xxxxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000-1276
Attn: Xx. Xxxxxxx X. Xxxx
Chairman
RE: Standstill Agreement dated August 14, 1998 between
Biosearch Medical Products, Inc. ("Biosearch") and
X. X. Xxxx, Inc. ("Bard"), as amended by letter agreements
dated September 22, 1998 and October 30, 1998
(the "Standstill Agreement")
Dear Xxxxxxx:
Reference is made to the Standstill Agreement. Capitalized terms used herein
shall have the same meaning as set forth in the Standstill Agreement, except to
the extent as amended by this letter agreement.
This letter is to confirm our most recent telephone conversation relative to an
extension of the Standstill Period. In consideration of the payment by Bard to
Biosearch of the sum of ten dollars ($10.00) the receipt and legal sufficiency
of which is hereby acknowledged by the execution and delivery of this letter
agreement, Biosearch and Bard hereby agree to the entry of an amendment to the
Standstill Agreement as follows:
1. The Standstill Period is hereby extended through the close of business on
November 13, 1998.
Biosearch Medical Products, Inc.
November 6, 1998
Page 2
If the above meets with your approval, please sign where indicated below and fax
a copy of this letter to Xxxx X. Xxxxx at (000) 000-0000.
Very truly yours,
BARD MEDICAL DIVISION,
X.X. XXXX, INC.
Xxxxxxx X. Xxxxxxxx,
President
ACCEPTED AND AGREED TO:
Biosearch Medical Products, Inc.
By: /s/ Xxxxxxx X. Xxxx
------------------------------
Xxxxxxx X. Xxxx
Chairman
Dated: November 6, 1998
