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DC1DOCS1/0057121.01
MANAGEMENT STOCKHOLDERS AGREEMENT
MANAGEMENT STOCKHOLDERS AGREEMENT dated as of
August 22, 1997 among Cambrex Corporation, a Delaware
corporation ("Parent"), BW Acquisition Corporation, a
Delaware corporation ("Purchaser") and the parties listed on
Schedule A attached hereto (each a "Stockholder" and,
collectively, the "Stockholders").
WHEREAS, concurrently herewith Parent, the
Purchaser, and BioWhittaker, Inc., a Delaware corporation
(the "Company"), are entering into an Agreement and Plan of
Merger of even date herewith (as such agreement may be
amended from time to time, the "Merger Agreement";
capitalized terms used but not otherwise defined herein
shall have the respective meanings ascribed to them in the
Merger Agreement) pursuant to which the Purchaser will be
merged with and into the Company (the "Merger"); and
WHEREAS, in furtherance thereof, the Parent
proposes that the Purchaser make an offer (the "Offer") to
purchase for cash all of the issued and outstanding shares
of common stock of the Company, and all associated rights to
purchase preferred stock, at a price of $11.625 per share
net to the seller;
WHEREAS, Parent has required, as a condition to
its entering into the Merger Agreement and commencing the
Offer, that each Stockholder enter into, and each such
Stockholder has agreed to enter into, this Agreement.
NOW, THEREFORE, to satisfy this condition and in
consideration of Parent's entering into the Merger Agreement
and causing the Offer to be commenced, respectively, and in
consideration of the premises and the representations,
warranties and covenants contained herein, the parties agree
as follows:
1. Representations and Warranties of Each
Stockholder. Each Stockholder hereby severally as to itself
represents and warrants to Parent as follows:
(a) Ownership of Shares and Stock Options.
(i) Such Stockholder (together, in the case of ▇▇.
▇▇▇▇▇▇▇▇▇▇, with ▇▇. ▇▇▇▇▇▇▇▇▇▇'▇ wife) is the record
holder and beneficial owner of the number of shares of
the common stock of the Company, par value $.01 per
share (the "Company Common Stock"), set forth opposite
such Stockholder's name on Schedule A hereto (the
"Existing Shares", and together with any shares of
Company Common Stock acquired by such Stockholder after
the date hereof and prior to the termination hereof,
whether upon exercise of options or warrants,
conversion of convertible securities, purchase,
exchange or otherwise, the "Shares").
(ii) On the date hereof, the Existing Shares set
forth opposite such Stockholder's name on Schedule A
constitute all of the shares of Company Common Stock
owned by such Stockholder.
(iii) Such Stockholder has (A) sole power of
disposition; (B) sole voting power; and (C) sole power
to demand dissenter's or appraisal rights, in each case
with respect to all of such Stockholder's Existing
Shares and with no restrictions on such rights, subject
to applicable federal securities laws and the terms of
this Agreement.
(iv) Each Stockholder owns validly issued and
outstanding options (the "Stock Options") to acquire
the number of shares of Company Common Stock set forth
opposite such Stockholder's name on Schedule A hereto
(all such shares underlying such Stockholder's Stock
Options being referred to herein collectively as the
"Option Shares"). All such Stock Options are fully
vested and freely exercisable by such Stockholder to
acquire any and all such Option Shares at any time at
his option.
(b) Power; Binding Agreement. Such Stockholder
has all requisite legal capacity, power and authority
to enter into and perform all of such Stockholder's
obligations under this Agreement. The execution,
delivery and performance of this Agreement by such
Stockholder will not violate any other agreement to
which such Stockholder is a party or by which such
Stockholder is bound including, without limitation, any
voting agreement, stockholders agreement, voting trust
or other agreement. This Agreement has been duly and
validly authorized, executed and delivered by such
Stockholder and constitutes a valid and binding
agreement of such Stockholder, enforceable against such
Stockholder in accordance with its terms, except as
such enforceability may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting
or relating to the enforcement of creditors' rights
generally or by general principles of equity. There is
no beneficiary of or holder of a voting trust
certificate whose consent is required for the execution
and delivery of this Agreement or the consummation of
the transactions contemplated hereby. If such
Stockholder is married and such Stockholder's Shares
constitute community property or otherwise require
spousal or other approval for this Agreement to be
legal, valid and binding, this Agreement has been duly
authorized, executed and delivered by, and constitutes
a valid and binding agreement of, such Stockholder's
spouse, enforceable against such person in accordance
with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, moratorium or other
similar laws affecting or relating to the enforcement
of creditors' rights generally or by general principles
of equity.
(c) No Conflicts. Except for filing under the
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as amended (the "HSR Act"), if applicable, (i) no
filing with, and no permit, authorization, consent or
approval of, any state or federal public body or
authority is necessary for the execution of this
Agreement by such Stockholder and the consummation by
such Stockholder of the transactions contemplated
hereby and (ii) neither the execution and delivery of
this Agreement by such Stockholder nor the consummation
by such Stockholder of the transactions contemplated
hereby nor compliance by such Stockholder with any of
the provisions hereof shall (A) conflict with or result
in any breach of the applicable organization documents
applicable to such Stockholder, (B) result in a
material violation or breach of, or constitute (with or
without notice or lapse of time or both) a default (or
give rise to any third party right of termination,
cancellation, modification, prepayment or acceleration)
under any of the terms, conditions or provisions of any
material note, bond, mortgage, indenture, license,
contract, commitment, arrangement, understanding,
agreement or other instrument or obligation of any kind
to which such Stockholder is a party or by which such
Stockholder or any of such Stockholder's properties or
assets may be bound or (C) violate any order, writ,
injunction, decree, judgment, statute, rule, regulation
or governmental permit or license (collectively,
"Laws") applicable to such Stockholder or any of such
Stockholder's properties or assets.
(d) Such Stockholder's Shares and the
certificates representing such Shares are now and at
all times during the term hereof will be held by such
Stockholder, or by a nominee or custodian for the
benefit of such Stockholder, free and clear of all
liens, claims, security interests, proxies, voting
trusts or agreements, understandings, arrangements or
any other encumbrances whatsoever, except for any such
encumbrances or proxies arising hereunder.
(e) No broker, investment banker, financial
adviser or other Person is entitled to any broker's,
finder's, financial adviser's or other similar fee or
commission in connection with the transactions
contemplated hereby based upon arrangements made by or
on behalf of such Stockholder.
(f) Such Stockholder understands and acknowledges
that Parent is entering into the Merger Agreement in
reliance upon such Stockholder's execution and delivery
of this Agreement.
2. Agreement to Tender. Shares. Each
Stockholder hereby irrevocably agrees to duly tender all of
the Shares of such Stockholder pursuant to the terms of the
Offer and not to withdraw such Shares prior to the
expiration of the Offer.
3. Agreement to Vote; Proxy.
(a) Voting. Each Stockholder hereby severally as
to itself agrees that, during the time this Agreement is in
effect, at any meeting of the stockholders of the Company,
however called, or in connection with any written consent of
the stockholders of the Company, such Stockholder shall vote
(or cause to be voted) the Shares of such Stockholder (i) in
favor of the Merger, the execution and delivery by the
Company of the Merger Agreement and the approval of the
terms thereof and each of the other actions contemplated by
the Merger Agreement and this Agreement and any actions
required in furtherance hereof and thereof; (ii) against any
action or agreement that would result in a breach of any
covenant, representation or warranty or any other obligation
or agreement of the Company under the Merger Agreement, the
Offer or this Agreement; and (iii) except as specifically
requested in writing by Parent in advance, against the
following actions (other than the Merger and the
transactions contemplated by the Merger Agreement): (A) any
extraordinary corporate transaction, such as a merger,
consolidation or other business combination involving the
Company or its subsidiaries; (B) a sale, lease or transfer
of a material amount of assets of the Company or its
subsidiaries or a reorganization, recapitalization,
dissolution, liquidation or winding up of the Company or any
of its subsidiaries; (C) any change in the majority of the
board of directors of the Company; (D) any material change
in the present capitalization of the Company or any
amendment of the Company's Certificate of Incorporation; (E)
any other material change in the Company's corporate
structure or business; and (F) any other action which is
intended or could reasonably be expected to impede,
interfere with, delay, postpone, discourage or materially
adversely affect the Merger, the transactions contemplated
by the Merger Agreement or this Agreement or the
contemplated economic benefits of any of the foregoing.
Such Stockholder shall not enter into any agreement or
understanding with any Person prior to the Termination Date
(as defined in Section 9 hereof) to vote in any manner
inconsistent with clause (i), (ii) or (iii) of the preceding
sentence.
(b) PROXY. EACH STOCKHOLDER HEREBY GRANTS TO,
AND APPOINTS PURCHASER, ▇▇▇▇▇ ▇▇▇▇▇▇ AND ▇▇▇▇▇ ▇▇▇▇▇▇ IN
THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PURCHASER, AND
ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH
OFFICE OF PURCHASER, AND ANY OTHER DESIGNEE OF PURCHASER,
EACH OF THEM INDIVIDUALLY, SUCH STOCKHOLDER'S IRREVOCABLE
(UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT
(WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES AS
INDICATED IN SECTION 3(a) ABOVE. EACH STOCKHOLDER INTENDS
THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE)
AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER
ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE
NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY
REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH STOCKHOLDER
WITH RESPECT TO SUCH STOCKHOLDER'S SHARES.
4. Certain Covenants of Stockholders. Except in
accordance with the terms of this Agreement, each
Stockholder hereby severally as to itself covenants and
agrees as follows:
(a) No Solicitation. Subject to the last
sentence of this Section 4(a), no Stockholder shall,
directly or indirectly (including through advisors, agents
or other intermediaries), initiate, solicit, negotiate,
encourage or provide confidential information to facilitate
any proposal or offer by any person that constitutes or
could reasonably be expected to lead to an Acquisition
Transaction. If any Stockholder receives any such inquiry
or proposal, then such Stockholder shall promptly inform
Parent of the material terms and conditions, if any, of such
inquiry or proposal and the identity of the Person making
it. Subject to the last sentence of this Section 4(a), each
Stockholder will immediately cease and cause to be
terminated any existing activities, discussions or
negotiations with any parties conducted heretofore with
respect to any of the foregoing. Nothing in this
Section 4(a) shall restrict or limit the ability of any
Stockholder who is an officer or director of the Company to
take or perform in such capacity any of the actions or do
any of the things that the Company is permitted to take or
perform under Section 4.1(a) and 4.1(b) of the Merger
Agreement.
(b) Restriction on Transfer, Proxies and Non-
Interference; Restriction on Withdrawal. No Stockholder
shall, directly or indirectly: (i) except pursuant to the
terms of the Merger Agreement, the Offer and this Agreement,
offer for sale, sell, transfer, tender, pledge, encumber,
assign or otherwise dispose of (collectively,
"Disposition"), enforce or permit the execution of the
provisions of any agreement with the Company whereby the
Company may be obligated to repurchase, or enter into any
other contract, option or other arrangement or understanding
with respect to, or otherwise consent to the Disposition of
any or all of such Stockholder's Shares, Stock Options or
Option Shares or any interest therein; (ii) except as
contemplated hereby, grant any proxies or powers of
attorney, deposit any Shares, Stock Options or Option Shares
into a voting trust or enter into a voting agreement with
respect to any Shares, Stock Options or Option Shares; or
(iii) take any action that would make any representation or
warranty of such Stockholder contained herein untrue or
incorrect or have the effect of preventing or disabling such
Stockholder from performing such Stockholder's obligations
under this Agreement.
(c) Waiver of Appraisal and Dissenter's Rights.
Each Stockholder hereby waives any rights of appraisal or
rights to dissent from the Merger that such Stockholder may
have.
5. Option. Each Stockholder, severally as to
itself and not jointly, hereby grants to Purchaser an
irrevocable option (the "Option") to purchase (i) such
Stockholder's Shares and (ii) all Option Shares underlying
all of such Stockholder's Stock Options, in each case on the
terms and subject to the conditions set forth herein.
(b) The Option may be exercised by Purchaser, as
a whole with respect to all Shares and not in part, at any
time and from time to time from and after any time when the
Merger Agreement is terminated in accordance with its terms
and prior to the Termination Date, subject to the conditions
set forth in Section 5(f). In addition, the Option may be
exercised by Purchaser, as a whole with respect to all
Option Shares and not in part, at any time and from time to
time following the earlier to occur of (i) Purchaser's
purchase of any Shares pursuant to the Offer and (ii) any
time when the Merger Agreement is terminated in accordance
with its terms and prior to the Termination Date, in each
case subject to the conditions set forth in Section 5(f).
(c) If Purchaser wishes to exercise the Option,
Purchaser shall send a written notice (the "Option Notice")
to each Stockholder of its intention to exercise the Option,
specifying the place, and, if then known, the time and the
date (the "Closing Date") of the closing (the "Closing") of
the purchase. The Closing Date shall occur on the third
business day after the date on which such notice is
delivered.
(d) At the Closing, each Stockholder shall
deliver to Purchaser (or its designee) all of such
Stockholder's Shares and Option Shares, as the case may be,
required to be delivered pursuant to the Option Notice by
delivery of the Shares and the Option Shares, as the case
may be, duly endorsed to Purchaser or accompanied by stock
powers duly executed in favor of Purchaser, with all
necessary stock transfer stamps affixed; it being understood
and agreed that to the extent any Stockholder is required to
exercise his Stock Options in order to deliver the Option
Shares to Purchaser, such Stockholder will exercise such
Stock Options in accordance with their terms.
(e) At the Closing, Purchaser shall pay, and
Parent shall cause Purchaser to pay, to each Stockholder, by
wire transfer in immediately available funds to an account
specified by such Stockholder in writing no more than two
days prior to the Closing, an amount equal to the product of
the Merger Consideration and the number of Shares and Option
Shares purchased from such Stockholder pursuant to the
exercise of the Option.
(f) The Closing shall be subject to the
satisfaction of each of the following conditions:
(i) no court, arbitrator or governmental body,
agency or official shall have issued any order, decree
or ruling and there shall not be any statute, rule or
regulation, restraining, enjoining or prohibiting the
consummation of the purchase and sale of the Shares or
the Option Shares, as the case may be, pursuant to the
exercise of the Option;
(ii) any waiting period applicable to the
consummation of the purchase and sale of the Shares or
the Option Shares, as the case may be, pursuant to the
exercise of the Option under the HSR Act shall have
expired or been terminated; and
(iii) all actions by or in respect of, and any
filing with, any governmental body, agency, official,
or authority required to permit the consummation of the
purchase and sale of the Shares pursuant to the
exercise of the Option shall have been obtained or made
and shall be in full force and effect.
6. Further Assurances. From time to time, at
any party's request and without further consideration, each
other party shall execute and deliver such additional
documents and take all such further action as may be
necessary or desirable to consummate and make effective, in
the most expeditious manner practicable, the transactions
contemplated by this Agreement.
7. Obligations Attach to Shares. Each
Stockholder agrees that this Agreement and the obligations
hereunder shall attach to such Stockholder's Shares and
shall be binding upon any Person to which legal or
beneficial ownership of such Shares shall pass, whether by
operation of law or otherwise; it being understood and
agreed that notwithstanding anything in this Stockholders
Agreement to the contrary, none of the provisions of this
Agreement (including, without limitation, any of the
representations and warranties made by such Stockholder)
shall apply to any shares of Company Common Stock which are
beneficially owned by such Stockholder by virtue of such
Stockholder's participation in the BioWhittaker, Inc.
Savings and Stock Investment Plan or by virtue of such
Stockholder's status as a trustee of such Plan.
8. Stop Transfer. Each Stockholder agrees with,
and covenants to, Parent that such Stockholder shall not
request that the Company register the transfer (book-entry
or otherwise) of any certificate or uncertificated interest
representing any of such Stockholder's Shares, unless such
transfer is made in compliance with the Offer or this
Agreement. Each Stockholder agrees, with respect to any
Shares in certificated form, that such Stockholder will
submit to the Company, within ten business days after the
date hereof, the certificates representing such Shares in
order for the Company will inscribe upon such certificates
the following legend: "The shares of Common Stock, par value
$.0l per share, of BioWhittaker, Inc. (the "Company")
represented by this certificate are subject to a
Stockholders Agreement dated as of August 22, 1997, and may
not be sold or otherwise transferred, except in accordance
therewith. Copies of such Agreement may be obtained at the
principal executive offices of the Company." Each
Stockholder agrees that within ten business days after the
date hereof, such Stockholder will no longer hold any
Shares, whether certificated or uncertificated, in "street
name" or in the name of any nominee.
9. Termination. This Agreement shall terminate
upon the earlier of (a) twelve months from the date hereof
or (b) the Effective Time; provided, however, that if the
Company is not in breach of its obligations under the Merger
Agreement and none of the Stockholders are in breach of
their obligations under this Agreement, this Agreement shall
terminate upon termination of the Merger Agreement (a)
pursuant to Section 6.1(a), 6.1(d), 6.1(f)(i) and 6.1(g)
thereof, (b) pursuant to Section 6.1(b), 6.1(c) and 6.1(e)
thereof (in each case if no proposal for an Acquisition
Transaction has been made), or (c) by the Company pursuant
to Section 6.1(f) thereof (unless a proposal for an
Acquisition Transaction has been made). The date of
termination of this Agreement is referred to herein as the
"Termination Date".
10. Miscellaneous.
(a) Entire Agreement; Assignment. This Agreement
(i) constitutes the entire agreement among the parties with
respect to the subject matter hereof and supersedes all
other prior agreements and understandings, both written and
oral, among the parties with respect to the subject matter
hereof and (ii) shall not be assigned by operation of law or
otherwise without the prior written consent of (A) in the
case of an assignment by a Stockholder, Parent and (B) in
the case of an assignment by Parent or Purchaser, each
Stockholder, provided that Parent may in its sole discretion
assign its rights and obligations hereunder to any of its
direct or indirect wholly-owned subsidiaries.
(b) Amendments. This Agreement may not be
modified, amended, altered or supplemented, except upon the
execution and delivery of a written agreement executed the
parties hereto; provided, however, that Schedule A may be
supplemented by Parent without the agreement of any other
party, by adding the name and other relevant information
concerning any stockholder of the Company who agrees to be
bound by the terms of this Agreement, and thereafter such
added stockholder shall be treated as a "Stockholder" for
all purposes of this Agreement.
(c) Notices. All notices and other
communications under this Agreement shall be in writing and
shall be given (and shall be deemed to have been duly given
upon receipt) by delivery in person, facsimile, telex or
other standard form of telecommunications, by courier
service, or by registered or certified mail, postage
prepaid, return receipt requested, addressed
If to Parent or Purchaser, to:
Cambrex Corporation
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Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
With a copy to:
Debevoise & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
If to a Stockholder, to such Stockholder's address
or facsimile number set forth in Schedule A
hereto,
or to such other address or facsimile number as the Person
to whom notice is given shall have previously furnished to
the others in writing in the manner set forth above.
(d) Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the
State of Delaware without giving effect to the conflicts of
laws principles thereof.
(e) Enforcement. The parties agree that
irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall
be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the
terms and provisions of this Agreement.
(f) Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be deemed
to be an original, but all of which when taken together
shall constitute one and the same Agreement.
(g) Descriptive Headings. The descriptive
headings used herein are inserted for convenience of
reference only and are not intended to be part of or to
affect the meaning or interpretation of this Agreement.
(h) Severability. Whenever possible, each
provision or portion of any provision of this Agreement will
be interpreted in such manner as to be effective and valid
under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal
or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or
portion of any provision in such jurisdiction, and this
Agreement will be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable
provision or portion of any provision had never been
contained herein.
(i) Definitions; Construction. For purposes of
this Agreement:
(i) "beneficially own" or "beneficial ownership"
with respect to any securities shall mean having
"beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the Exchange
Act), including pursuant to any agreement, arrangement
or understanding, whether or not in writing. Without
duplicative counting of the same securities by the same
holder, securities beneficially owned by a Person shall
include securities beneficially owned by all other
Persons with whom such Person would constitute a
"group" as described in Section 13(d)(3) of the
Exchange Act.
(iv) "Person" shall mean an individual,
corporation, partnership, limited liability company,
joint venture, association, trust, unincorporated
organization or other entity.
(v) In the event of a stock dividend or
distribution, or any change in the Company Common Stock
by reason of any stock dividend, split-up,
recapitalization, combination, exchange of shares or
the like, the term "Shares" shall be deemed to refer to
and include the Shares as well as all such stock
dividends and distributions and any shares into which
or for which any or all of the Shares may be changed or
exchanged.
IN WITNESS WHEREOF, Parent, Purchaser and each
Stockholder have caused this Agreement to be duly executed
as of the day and year first above written.
CAMBREX CORPORATION
BY: ____________________
Name:
Title:
BW ACQUISITION CORPORATION
BY: ____________________
Name:
Title:
_________________________
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_________________________
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_________________________
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_________________________
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Shares
Owned Stock
Officer/Director Options
Owned
Substitu Subsequent
Stock te Stock Stock
Owned Options Options/Direc
Directly tor Options
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 5,0201 94,055 309,000
President & CEO
BioWhittaker, Inc.
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0127
Phone: ▇▇▇-▇▇▇-▇▇▇▇,
ext. 2308
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Executive Vice President
and Chief Operating Officer
BioWhittaker, Inc.
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ext. 2310
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Vice President
and Chief Financial Officer
BioWhittaker, Inc.
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ext. 2369
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Vice President Regulatory
Affairs
BioWhittaker, Inc.
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ext. 2313
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Secretary and General
Counsel
BioWhittaker, Inc.
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0127
Phone: ▇▇▇-▇▇▇-▇▇▇▇,
ext. 2362
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 701,052 ----- 5,000
Chairman, BioWhittaker,
Inc.
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Phone: ▇▇▇-▇▇▇-▇▇▇▇
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1 720 shares are jointly owned by ▇▇. ▇▇▇▇▇▇▇▇▇▇'▇
wife.
