EXHIBIT 10.7
DATED March 24, 1998
CARDIOTECH INTERNATIONAL LIMITED
and
XXXX XXXXXXX
SERVICE AGREEMENT
SERVICE AGREEMENT
-----------------
PARTIES
This Employment Agreement ("the Agreement"), dated the 24th day of March 1998,
is entered into by and between
(1) CARDIOTECH INTERNATIONAL LIMITED, (Company No. 03198267). whose
registered office is situate at 0/0 Xxxxxxxxx Xxxxx. Xxxxxxxx Xxxxxx,
Xxxxxxx, XX0 0XX ("the Company"), being a wholly owned subsidiary of
Cardiotech International Inc. a U.S. Corporation subject to the laws
of the State of Massachusetts, ("the Parent"); and
(2) XXXX XXXXXXX of Barnfold, Lianfair D.C., Ruthin. Xxxxx, XXX0 0XX,
Xxxxxx Xxxxxxx ("the Executive").
TERMS OF AGREEMENT
1. Employment
1.1. The Company hereby agrees to employ the Executive, on a full time
basis, to act as Managing Director of the Company and to perform such
acts and duties and furnish such services to the Company in connection
with and related to that position as is customary for persons with
similar positions in like companies, and as the Chairman of the
Company shall from time to time reasonably direct. The Executive shall
be an officer of the Company.
1.2. The Executive hereby accepts the said employment.
1.3. The Executive shall use his diligent efforts to promote the interests
of the Company; shall discharge his duties in a Competent manner; and
shall devote his
full business time and his business judgment, skill and knowledge to
the performance of his duties and responsibilities hereunder.
1.4. The Executive shall report directly to the Chairman of the Company.
1.5. Nothing in this Agreement shall preclude the Executive from devoting
incidental and insubstantial amounts of time to activities other than
the business of the Company, or from performing any duties, whether as
employee, officer or otherwise for and on behalf of the Parent.
1.6. The Executive's normal working hours are 9.00 am to 5.00 pm, Monday o
Friday. but the Executive shall work such hours as are reasonably
necessary for the performance of his duties to the Company.
2. Term of Employment
------------------
2.1. The Company agrees to employ the Executive initially for the period
commencing on 1st January 1998 and ending on 31st December 1998 ("the
Employment Period"), provided that both the Executive and the Company
shall have the right to terminate the Executive's employment under
this Agreement upon not less than thirty (30) days written notice to
the other party, subject to the Company's obligation to pay severance
benefits under certain circumstances as provided in Clauses 3.6 and
3.7 hereof.
2.2. If the Executive remains employed by the Company beyond the Employment
Period, in the absence of any other express agreement between the
parties, this Agreement shall be deemed to continue on a month-to-
month basis ("the Extended Employment Period").
2.3. For the purpose of calculating the Executive's period of continuous
employment the Executive's previous employment with Newtec Vascular
Products Limited
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from March 1989 to August 1993, and with Polymedica UK Limited From
August 1993 until June 1996, shall be taken into account. The
Executive's period of continuous employment with the Company began in
March 1989.
3. Compensation and Benefits: Disability
-------------------------------------
3.1. Salary
------
During the Executive's employment, the Company shall pay the Executive
an annual base salary of Forty Thousand Four Hundred and Twenty-Three
Pounds (L40,423) (the "Base Salary") payable in equal instalments
pursuant to the Company's customary payroll policies in force at the
time of payment (but in no event less frequently than monthly), by
credit transfer to the Executive's bank. The Base Salary may be
adjusted from time to time by the Board of Directors of the Company
(the "Board") upon the recommendation of the Board of Directors of the
Parent, except that the Executive, if a Director, shall not be
entitled to vote thereon. The Base Salary shall be reviewed annually
by the Board.
3.2. Bonus Payment
-------------
During his employment, the Executive may receive, in the sole
discretion of the Compensation Committee of the Board of Directors of
the Parent ("the Compensation Committee"), an annual bonus payment in
an amount, if any, to be determined by the Compensation Committee:
except that the Executive, if a member of the Compensation Committee,
shall not be entitled to vote thereon.
3.3. Executive Benefits
------------------
During his employment, the Executive shall receive such benefits as
are customarily provided to other officers and employees of the
Company, including but not limited to the following benefits:
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3.3.1. Health Insurance. Non-contributory health insurance pursuant
----------------
to a Freedom Care policy or substantially similar policy;
3.3.2. Life Insurance. Life insurance on the life of the Executive
--------------
with a beneficiary nominated by the Executive in the amount of
one hundred and fifty per cent (150%) of the Base Salary; and
3.3.3. Car Allowance. An annual car allowance of Six Thousand Pounds
-------------
(L6.000).
3.4. Holidays
--------
3.4.1. In addition to statutory and public holidays the Executive may
take four weeks paid holiday during each holiday year at such
times as shall be consistent with the Company's holiday
policies and (in the Board's judgment) with the Company's
holiday schedule for officers and other employees.
3.4.2. The Company's holiday year runs from 1st January to 31st
December.
3.4.3. Holiday entitlement will accrue pro rata on a month by month
basis, at the rate of one twelfth of the annual entitlement
for each complete month of service.
3.5. Disability or Death
-------------------
If during the Employment Period or the Extended Employment Period, the
Executive shall
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3.5.1. become ill, disabled or otherwise incapacitated so as to be
unable to perform his usual duties either for a period in
excess of one hundred twenty (120) consecutive days, or for
more than one hundred eighty (180) days in any consecutive
twelve (12) month period, or
3.5.2. die;
then the Company shall have the right to terminate this
Agreement on thirty (30) days written notice to the Executive
or his personal representative(s).
3.6. Severance Payment
-----------------
3.6.1. In the event that
3.6.1.1. the Company terminates this Agreement without Cause
(i.e. other than pursuant to Clause 3.5 or Clause 4
hereof) at any time (including during the Extended
Employment Period): or
3.6.1.2. the Executive terminates his employment for Good
Reason following a Change in Control of the Company;
or
3.6.1.3. the Company fails to renew this Agreement within two
(2) years following the occurrence of a Change in
Control;
the Company shall pay the Executive a severance
payment, equal to the Executive's then current Base
Salary multiplied by 2.
3.6.2. "Good Reason" shall mean, during the nine (9) month
period following a Change in Control:
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3.6.2.1. a determination in good faith by the Executive that
as a result of such Change in Control he is not able
to discharge his duties effectively or
3.6.2.2. without the Executive's express written consent, the
occurrence of any of the following circumstances:
(a) the assignment to the Executive of any duties
inconsistent (except in the nature of a promotion)
with the position in the Company the he held
immediately prior to the Change in Control or a
substantial adverse alteration in the nature or
status of his position or responsibilities or the
conditions of his employment from those in effect
immediately prior to the Change in Control; (b) a
reduction by the Company in the Base Salary as in
effect on the date of the Change in Control; (c) the
Company's requiring the Executive to be based more
than twenty-five (25) miles from the Company's
offices at which he was principally employed
immediately prior to the date of the Change in
Control except for required travel on the Company's
business to an extent substantially consistent with
his present business travel obligations; or (d) the
failure by the Company to continue in effect any
material compensation or benefit plan in which the
Executive participates immediately prior to the
Change in Control unless an equitable arrangement
(embodied in art ongoing substitute or alternative
plan) has been made with respect to such plan, or
the failure by the Company to continue the
Executive's participation therein (or in such
substitute or alternative plan) on a basis not
materially less favorable, both in terms of the
amount of benefits provided and the level of his
participation relative to other participants, than
existed at the time of the Change in Control.
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3.6.2.3. The Executive's continued employment shall not
constitute consent to, or a waiver of rights with
respect to any circumstance constituting Good Reason
hereunder.
3.6.3. For purposes of this Agreement, a "Change in Control" shall
occur or be deemed to have occurred only if any of the
following events occur:
3.6.3.1. any "person" as such term is used in Clauses 13(d)
and 14(d) of the United States' Securities Exchange
Act of 1934, as amended ("the Exchange Act"), (other
than the Parent, any majority owned subsidiary
thereof, any trustee or other fiduciary holding
securities under an employee benefit plan of the
Parent, any trustee or other fiduciary of a trust
treated for tax purposes in the United States as a
grantor trust of which the Parent is the grantor, or
any corporation owned directly or indirectly by the
shareholders of the Parent in substantially the same
proportion as their ownership of shares in the
Parent) is or becomes the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company
representing 50% or more of the combined voting
power of the Company's then outstanding securities
on any matter which could come before its
shareholders for approval;
3.6.3.2. individuals who, as of the date of this Agreement,
constitute the Board (the "Incumbent Board") cease
for any reason to constitute at least a majority of
the Board, provided that any person becoming a
director subsequent to the date hereof whose
election, or nomination for election by the
Company's shareholders, was approved by a vote of at
least a majority of the directors then comprising
the Incumbent Board shall be, for purposes of this
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Agreement, considered as though such person were a
member of the Incumbent Board;
3.6.3.3. the shareholders of the Company approve a merger or
consolidation of the Company with any other company
or corporation, other than (A) a merger or
consolidation which would result in the voting
securities of the Company outstanding immediately
prior thereto continuing to represent (either by
remaining outstanding or by being converted into
voting securities of the surviving entity) more than
80% of the combined voting power of the voting
securities of the Company or such surviving entity
outstanding immediately after such merger or
consolidation or (B) a merger or consolidation
effected to implement a recapitalization of the
Company (or similar transaction) in which no
"person" (as herein above defined) acquires more
than 50% of the combined voting power of the
Company's then outstanding securities; or
3.6.3.4. the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement
for the sale or disposition by the Company of all or
substantially all of the Company's assets.
3.7. Benefits After Termination
--------------------------
Other than as required by law, the Executive shall not be entitled to
any employee benefits provided under Clause 3.3 hereof after
termination of the employment of the Executive, whether or not
severance pay is being provided, except that if the Executive is
entitled to the severance payment described in Clause 3.6 of this
Agreement:
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3.7.1. the Company shall continue in full force and effect, at its
expense, the life insurance provided for in Clause 3.3.2
hereof for a period of one (1) year after termination of the
Executive's employment hereunder or until the Executive
becomes employed, whichever first occurs; and
3.7.2. during the six (6) month period following the termination of
the Executive's employment, the Company shall reimburse the
Executive for out-of-pocket health insurance expenses incurred
by the Executive. If the Executive elects not to maintain
health insurance, the Company is under no obligation to
reimburse the Executive for his otherwise elected coverage.
3.7.3. The Executive shall be obliged to give the Company prompt
notice of his re-employment.
4. Discharge for Cause
-------------------
4.1. The Company may discharge the Executive and terminate his employment
under this Agreement for Cause without further liability to the
Company by a majority vote of the Board, except that Executive, if a
Director, shall not be entitled to vote thereon. As used in this
Agreement, "Cause" shall mean any or all of the following:
4.1.1. misconduct of the Executive during the course of his
employment which is materially injurious to the Company and
which is brought to the attention of the Executive promptly
after discovery by the Company, including but not limited to,
theft or embezzlement from the Company, the intentional
provision of services to competitors of the Company, or
improper disclosure of proprietary information, but not
including any act or failure to act by the Executive that he
believed in good faith to be proper conduct not adverse to his
duties hereunder;
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4.1.2. willful disregard or neglect by the Executive of his duties or
of the Company's interests that continues after being brought
to the attention of the Executive;
4.1.3. unavailability (except as provided in Clause 3.5 hereof) of
the Executive substantially to perform the duties provided for
herein;
4.1.4. conviction of a fraud or transgression or any criminal offence
involving dishonesty, breach of trust or moral turpitude
during the Executive's employment;
4.1.5. the Executive's breach of any of the material terms of this
Agreement (including the failure of the Executive to discharge
his duties in a competent manner) or any of the collateral
agreements executed in connection herewith as enumerated in
Clause 10.1 hereof.
4.2. In the event the Company exercises its rights to termination the
Executive's employment under this Clause 4, the Executive shall not be
entitled to receive any severance pay or other termination benefits,
except as required by law.
5. Termination Without Cause
-------------------------
The Company may terminate this Agreement without Cause, and without further
liability to the Company except as set out in Clauses 3.6 and 3.7 hereof.
by a majority vote of the Board. The Executive, if a Director, shall not be
entitled to vote on the termination of this Agreement without Cause.
6. Expenses
--------
Pursuant to the Company's customary policies in force at the time of
payment, the Executive shall be promptly reimbursed, against presentation
of vouchers or receipts
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therefor, for all authorized expenses properly incurred by him on the
Company's behalf in the performance of his duties hereunder.
7. Additional Agreements
---------------------
Upon execution of this Agreement, the Executive shall execute and deliver
to the Company an Agreement Not to Compete (the "Non-Competition
Agreement") and a Confidential and Proprietary Information Agreement (the
"Confidential and Proprietary Information Agreement"), substantially in the
forms attached hereto as Schedules A and B. The agreements attached hereto
as Schedules A and B shall survive the expiration of or termination of this
Agreement and the termination of Executive's employment with the Company.
8. Dispute Resolution
------------------
In case of dispute the parties hereby agree to submit to the non-exclusive
jurisdiction of the English courts.
9. Notices
-------
Any notice of communication given by either party hereto to the other party
shall be in writing and personally delivered, posted by recorded delivery,
postage prepaid, or delivered by a recognized overnight carrier, to the
addresses provided above. All notices shall be deemed given when actually
received. Any person entitled to receive notice (or a copy thereof) may
designate in writing, any notice to the others, another address to which
notices to such person shall thereafter be sent.
10. Miscellaneous
-------------
10.1. Entire Agreement
----------------
This Agreement contains the entire understanding of the parties in
respect of its subject matter and supersedes all prior agreements and
understandings between the parties with respect to such subject
matter; provided however that nothing in
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this Agreement shall affect the Executive's or the Company's
obligations under the Non Competition Agreement or the Confidential
and Proprietary Information Agreement attached as Schedules A and B.
10.2. Amendment: Waiver
-----------------
This Agreement may not be amended, supplemented, cancelled or
discharged except by written instrument executed by the party affected
thereby. No failure to exercise, and no delay in exercising, any
right, power or privilege hereunder shall operate as a waiver thereof.
No waiver of any breach of any provision of this Agreement shall be
deemed to be a waiver of any preceding or succeeding breach of the
same or any other provisions.
10.3. Binding Effect: Assignment
--------------------------
The rights and obligations of this Agreement shall bind and inure to
the benefit of any successor of the Company by reorganization, merger
or consolidation or any assignee of all or substantially all of the
Company's business and properties. The Executive's rights or
obligations under this Agreement may not be assigned by the Executive;
except that the Executive's right to compensation to the earlier of
the date of death, disability pursuant to Clause 3.5 hereof, or
termination of actual employment, shall pass to the Executive's
personal representative(s).
10.4. Headings
--------
The headings contained in this Agreement are for reference purposes
only and shall not affect the meaning or interpretation of this
Agreement.
10.5. Governing Law: Interpretation
-----------------------------
This Agreement shall be construed in accordance with and governed for
all purposes by the laws and public policy of England applicable to
contracts executed and to be wholly performed within such
jurisdiction. Service of process in any dispute shall be effective (a)
upon the Company, if service is made on any officer of the Company
other than the Executive; (b) upon the Executive, if served
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at the Executive's residence last known to the Company with an
information copy to the Executive at any otter residence, or in care
of a subsequent employer of which the Company may be aware.
10.6. Further Assurances
------------------
Each of the parties agrees to execute, acknowledge, deliver and
perform, or cause to be executed, acknowledged, delivered or
performed, at any time, or from time to time, as the case may be, all
such further acts, deeds, assignments, transfers, conveyances, powers
of attorney, and assurances as may be necessary or proper to carry out
the provisions or intent of this Agreement.
10.7. Severability
------------
If any one or more of the terms, provisions, covenants or restrictions
of this Agreement shall be determined by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected,
impaired or invalidated. If, moreover, any one or more of the
provisions contained in this Agreement shall for any reason be
determined by a court of competent jurisdiction to be excessively
broad as to duration, geographical scope, activity or subject, it
shall be construed by limiting or reducing it so as to be enforceable
to the extent compatible with then applicable law.
IN WITNESS whereof the parties have set their hands this _____ day of
_______ for and on behalf of
CARDIOTECH INTERNATIONAL LIMITED
/s/ Xxxxxxx Xxxxxxx, Ph.D.
--------------------------
XXXXXXX XXXXXXX Ph.D.
Chairman of the Board
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EXECUTIVE
/s/ Xxxx Xxxxxxx
----------------
XXXX XXXXXXX
15
SCHEDULE A
AGREEMENT NOT TO COMPETE
------------------------
I recognize that CardioTech International Ltd. a company incorporated under
English law (the "Company" which term shall include its subsidiaries and
affiliated entities) desires to retain me in its employ and that the Company
wishes to ensure that I do not compete with the Company, as specified below, in
the event my employment with the Company is terminated.
In consideration of the Company's employment or continued employment of me, I
agree as follows:
1. I will not, for a period of one (1) year commencing with the termination of
my employment with the Company, engage (directly or indirectly) in any
activities or render any services similar or reasonably related to those in
which I shall be engaged or those reasonably related to those in which I
shall have engaged or those which I shall have rendered as an employee of
the Company during any part of the two year period preceding my termination
for any trade or business which directly competes with the Company in any
place where the Company does or may do business in any line of business
engaged in (or planned to be engaged in) by the Company, where now existing
or hereafter established, nor shall I engage in such activities nor render
such services for any other person or entity engaged or about to become
engaged in such activities to, for or on behalf of any such trade or
business.
2. I agree that for a period of one (1) year following termination of my
employment with the Company, I will not solicit or in any manner encourage
employees of the Company to leave their employ. I further agree that during
such period I will not offer or cause to be offered employment to any
person who was employed by the Company at any time during the six (6)
months prior to the termination of my employment with the Company.
16
3. For the purposes of this Agreement. "termination of employment" shall mean
voluntary termination by me or termination by the Company for "Cause" (as
that term is defined in an Employment Agreement of even date herewith
between me and the Company).
4. I understand that nothing in this Agreement shall affect my obligations
under the "Confidential and Proprietary Information Agreement" between the
Company and myself of even date herewith.
5. I understand that in addition to any other rights and remedies available to
the Company for any breach by me of my obligations hereunder, the Company
shall be entitled to seek enforcement of my obligations hereunder by court
injunction.
6. If any provision of this Agreement shall be declared invalid, illegal or
unenforceable, then such provision shall be enforceable to the extent that
a court shall deem it reasonable to enforce such provision. If such
provision shall be unreasonable to enforce to any extent, such provision
shall be severed from this Agreement and all remaining provisions shall
continue in full force and effect.
7. This Agreement shall be governed in all respects by the laws of England.
IN WITNESS WHEREOF I have executed this Agreement.
/s/ Xxxx Xxxxxxx Date
------------------- ---------
Xxxx Xxxxxxx
ACCEPTED AND AGREED TO:
CardioTech International, Ltd
By: /s/Xxxxxxx Xxxxxxx, Ph.D. Date: 3/24/98
------------------------- -------
Xxxxxxx Xxxxxxx, Ph.D.
Chairman of the Board
17
SCHEDULE B
FOR EMPLOYEES
-------------
CONFIDENTIAL AND PROPRIETARY INFORMATION AGREEMENT
--------------------------------------------------
In consideration of my employment by CardioTech International, Ltd. a company
incorporated under English law (the "Company", which term shall include its
subsidiaries and affiliated entities), I hereby agree as follows:
1. I will make full and prompt disclosure to the Company of all inventions,
improvements, modification, discoveries, methods, data, ideas and
developments (all of which are collectively -termed "Developments"
hereinafter), whether patentable or not, made or conceived or reduced to
practice or learned by me either alone or jointly with others or under my
direction during the period of my employment, whether or not made or
conceived during normal working hours or on the premises of the Company. I
do not have any Developments other than those I have already disclosed to
the Company.
2. I agree that all Developments covered by paragraph 1 shall be the sole
property of the Company and its assigns, and the Company and its assigns
shall be the sole owner of all patents and other rights in connection
therewith. I hereby assign to the Company any rights in connection
therewith. I hereby assign to the Company any rights I may have or acquire
in all Developments. I further agree as to all Developments to assist the
Company in every proper way (but at the Company's expense) to obtain and
from time to time enforce patents in Developments in any and all countries,
and to that end I will execute all documents for use in applying for and
obtaining such patents thereon and enforcing same as the Company may
desire, together with any assignments thereof to the Company or persons
designated by it. My obligation to assist the Company in obtaining and
enforcing patents for Developments in any and all countries shall continue
beyond the termination of my employment, but the Company shall compensate
me at a reasonable rate after such termination for time actually spent by
me at the Company's request on such assistance.
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I understand that this paragraph 2 does not apply to Developments for which
no equipment. supplies, facility or trade secret information of the Company
was used and which were developed entirely on my own time, and (a) which do
not relate (1) to the business of the Company or (2) to the Company's
actual or demonstrable anticipated research or Development, and (b) which
do not result from any work performed by me for the Company, but I agree
that the Company shall have a non-exclusive royalty free license to use
such Developments far all purposes.
3. I hereby represent that, to the best or my knowledge, I have no present
obligation to assign to any former employer or any other person,
corporation or firm, any Development covered by paragraph 2. I represent
that my performance of all the terms of this Agreement as an employee of
the Company does not and will not breach any agreement to keep in
confidence proprietary information acquired by me in confidence or in trust
prior to my employment by the Company. I have no entered into, and I agree
I will not enter into, any agreement (either written or oral) in conflict
herewith.
4. I will also assign to the Company and all copyrights and reproduction
rights to any material prepared by me in connection with my employment.
5. I understand as part of the consideration for the offer or employment
extended to me by the Company and of my employment or continued employment
by the Company that I have not brought and will not bring with me to the
Company or use in the performance of my responsibilities at the Company any
materials or documents of a former employer which are not generally
available to the public, unless I have obtained written authorization from
the former employer for their possession and use.
6. During the course of my employment by the Company, I may learn of the
Company's confidential information or confidential information entrusted to
the Company by other persons, corporations, or firms. The Company's
confidential information includes matters
19
not generally known outside the Company, such as Developments relating to
existing and future products and services marketed or used by the Company
and data relating to the general business operations of the Company (e.g.
concerning sales, costs, profits, organizations, customer lists, pricing
methods etc.). I agree not to disclose any confidential information of the
Company or of such other persons, corporations, or firms to others or to
make use of it, except on the Company's behalf, whether or not such
information is produced by my own efforts. Also, I may learn of
Developments, ways of business, etc. which in themselves are generally
known, but whose use by the Company is not generally known, and I agree not
to disclose to other such use, whether or not such use is due to my own
efforts.
7. At the time I begin my employment and during the term of my employment by
the Company, I will not become employed by or act on behalf of any other
person, company, or firm which is engaged in any business or activity
similar to or competitive with that of the Company, unless such employment
has been approved by the Company in writing and signed by an appropriate
personnel manager of the Company.
8. In the event that my employment is transferred by the Company to a
subsidiary or affiliated company (as the case may be), my employment by
such company will, for the purposes of this Agreement, be considered as
continued employment by the Company, unless I execute an agreement
substantially similar in substance to this Agreement, in which event my
employment by the Company shall be deemed to continue until the effective
date of said agreement in any such company for which I become employed.
9. I hereby give the Company and its assigns permission to reasonably use
photographs of me, either during or after my employment, with or without
using my name, for whatever purposes it deems necessary.
10. Upon termination of my employment, unless my employment is transferred to a
subsidiary or affiliated company of the Company, I agree to leave with the
Company all
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records, drawings, notebooks and other documents permitting to the
Company's confidential information, whether prepared by me or others, and
also any equipment, tools or other devices owned by the Company, then in my
possession however such items are obtained, and I agree not to reproduce
any document or data relating thereto.
11. My obligations under this Agreement shall survive the termination of my
employment regardless of the manner of such termination, and shall be
binding upon my heirs, executors, and administrators.
12. Contemporaneously with entering the employ of the Company I have terminated
employment with all past employers.
13. I represent that I have made no Developments relevant to the subject matter
of my employment by the Company that have been made or conceived or first
reduced to practice by me alone or jointly with others prior to my
engagement by the Company.
14. I agree that in addition to any other rights and remedies available to the
Company for any breach by me of my obligations hereunder, the Company shall
be entitled to seek enforcement of my obligations hereunder by court
injunction.
15. If any provision of this Agreement shall be declared invalid, illegal or
unenforceable, then such provision shall be enforceable to the extent that
a court shall deem it reasonable to enforce such provision. If such
provision shall be unreasonable to any extent, such provision shall be
severed from this Agreement and all remaining provisions shall continue in
full force and effect.
16. This Agreement shall be effective as of the date set forth below next to my
signature.
17. This Agreement shall be governed in all respects by the laws of England.
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IN WITNESS WHEREOF I have executed this Agreement.
/s/ Xxxx Xxxxxxx
-------------------
Xxxx Xxxxxxx
ACCEPTED AND AGREED TO:
Cardiotech International, Ltd.
By: /s/Xxxxxxx Xxxxxxx, Ph.D. Date: 3/24/98
------------------------- -------
Xxxxxxx Xxxxxxx, Ph.D.
Chairman of the Board
22
