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EXHIBIT 10.4
SUBSCRIPTION AGREEMENT
This Subscription Agreement (this "Agreement") is entered into as of May
23, 1997 by and among Xx. Xxxxxx Xxxxxx, an individual residing in the State of
Minnesota ("Gleich"), Donlar Corporation, an Illinois corporation ("Donlar" and
together with Gleich, collectively, "Investors" and individually, "Investor")
and Donlar Pharmaceuticals Corporation, an Illinois corporation (the
"Company").
The parties hereto agree as follows:
1. SUBSCRIPTION FOR SHARES. Upon the basis of the representations and
warranties, for the consideration, and subject to the terms and conditions set
forth in this Agreement, (a) the Company agrees to sell to Donlar and Donlar
hereby irrevocably subscribes and agrees to purchase nine hundred (900) shares
of common stock of the Company ("Common Stock") and (b) the Company agrees to
sell to Gleich and Gleich hereby irrevocably subscribes and agrees to purchase
one hundred (100) shares of Common Stock in the manner as set forth in this
Section:
(a) The consideration for the Common Stock to be purchased by
Donlar shall be $500,000.00, payable in cash on a schedule to be
determined by the Company's Board of Directors based upon the
Company's cash flow requirements.
(b) The consideration for the Common Stock to be purchased by
Gleich shall be the assignment to the Company of all right, title
and interest in and to those three certain patents listed in
Schedule A attached hereto and by this reference made a part hereof
(the "Patents"). Gleich shall transfer to the Company, and warrants
to the Company that he will transfer, the full and unencumbered
right, title and interest in and to each of the Patents, free and
clear of any and all defects, limitations, liens, claims,
encumbrances, leases, licenses, royalty interests, claims or
interests of any kind, nature or description.
(c) Donlar and Gleich shall each transfer the consideration for
their respective Common Stock upon notice from the Company. The
Company shall issue one or more certificates for such shares
forthwith upon receipt of such consideration.
2. STOCKHOLDERS' AGREEMENT. The Common Stock shall be subject to and held
in accordance with the terms and conditions of that certain Stockholders'
Agreement, in the form of Exhibit A attached hereto and by this reference
made a part hereof (the "Stockholders' Agreement").
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3. AGREEMENTS REGARDING CERTAIN MATTERS AFFECTING THE COMPANY.
(a) MANAGEMENT. Gleich, Donlar and the Company agree that, until
the Reopen Date (as herein defined), the Company will be operated in
accordance with the following provisions:
(i) Dr. Xxxxxx Xxxxxxx, or another individual
designated by Donlar, will be the President and Chief
Executive Officer of the Company.
(ii) Gleich will be the Vice President and Director of
Research of the Company.
(iii) Xxxx X. Xxxxx will be the Secretary of the
Company.
(iv) Xxxxxx Xxxxxx will be the Treasurer of the
Company.
For purposes of this Section 3, the term "Reopen Date" means the
earliest to occur of (i) the date Gleich ceases to be employed by
the Company, (ii) the date the Value of the Company (as defined in
Section 5) exceeds $5,000,000, or (iii) May 31, 1999.
(b) Sales-Based Bonus. Gleich shall be paid a royalty for each
fiscal year of the Company, calculated upon the Company's net sales
in that fiscal year. "Net Sales" for this purpose means sums
actually collected by the Company from the sale of its products,
excluding taxes, freight, insurance and similar add-on amounts.
Refunds, returns, allowances and similar adjustments with respect to
collected amounts shall be taken into account in the fiscal year in
which the adjustment is granted, as a subtraction from that year's
net sales. No royalties shall be paid until the net sales of the
Company reach $30 million in a fiscal year.
The royalty amount shall be calculated from the following schedule:
Net Sales for a Given Fiscal Year Royalty Rate
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(1) After first reaching an 0.5% (on all net
aggregate of $30,000,000 of sales of $30
net sales in any fiscal year million or less)
(2) After reaching in the aggregate 1.0% (on all net
$60,000,000 of net sales in sales over $30
the fiscal year, in addition million, but less
to (1) than $60 million)
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(3) After reaching in the aggregate 1.5% (on all net
$90,000,000 of net sales, in sales over $60
addition to (1) and (2) million, but less
than $90 million)
(4) On all additional net sales 2.0% (on all net
in the fiscal year over sales over $90
$90,000,000, in addition to million)
(1), (2) and (3)
The maximum aggregate amount of bonuses that will be paid to Gleich
pursuant to this Section 3(b) is $10,000,000.00. Once an aggregate
amount of $10,000,000.00 has been paid to Gleich pursuant to this
Section 3(b), no further bonuses will be payable to Gleich pursuant
to this Section 3(b). These amounts are transferrable to Xx.
Xxxxxx'x estate or trusts for the benefit of Xx. Xxxxxx'x immediate
family (i.e., children, parents, spouse).
Payments for any fiscal year pursuant to this Section 3(b) will be
made within sixty (60) days after the end of such fiscal year or,
if later, within ten (10) days after the completion of the
accounting and audit, if any, for that fiscal year.
(c) RETURN OF PATENTS. Upon the occurrence of an Elective
Withdrawal Event (as herein defined), the Company shall give Gleich
written notice ("Occurrence Notice") of the Elective Withdrawal
Event's occurrence. For a period of twenty (20) days after the
Occurrence Notice is transmitted by the Company, Gleich shall have
the right to elect to exchange all of his shares of stock in the
Company for a quitclaim assignment of the Patents. To exercise
such right, Gleich must deliver written notice of exercise
("Exercise Notice") to the Company. The Exercise Notice must be
received by the Company on or before 11:59 p.m. on the twentieth
(20th) day after the Company transmits the Occurrence Notice.
If Gleich so elects to exchange his shares for the Patents, a
closing shall be held at the Company's principal executive offices
at 10:00 a.m. on the thirtieth (30th) day after the Company
transmits the Occurrence Notice, or at such other time, date and
place as Gleich and the Company may agree. At the closing, Gleich
shall assign to the Company all shares of the Company Gleich then
owns, free and clear of any and all defects, limitations, liens,
claims, encumbrances and interests of third parties whatsoever,
with full warranties of title. The Company shall assign to Gleich
by quitclaim assignment all of the Company's right, title and
interest, if any, in and to the Patents, without warranties of
title.
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For purposes of this Agreement, the term "Elective Withdrawal
Event" means any of the following:
(i) A decision by the Company's Board of Directors to terminate
the Company's operations and not to attempt to sell or
license the Patents.
(ii) A decision by the Company's Board of Directors, having
already terminated the Company's operations, to abandon
efforts to sell or license the Patents.
(iii) A determination by the Company's Board of Directors that the
Company no longer desires to practice the Patents, that the
Company does not need to retain ownership of the Patents for
the protection of the Company's actual and anticipated
activities, and that the Company does not wish to attempt to
sell or license the Patents.
Notwithstanding the foregoing, any of the Patents are then
subject to licenses that have not expired or terminated, no Elective
Withdrawal Event shall be deemed to have occurred until all such
licenses shall have expired or been terminated, with all royalties
and license fees, if any, being applied to the Company's expenses
and then distributed as the case may be.
(d) Grant Matters. Gleich shall receive an additional equity
interest in the Company (in the form of additional Common Stock) in
consideration of securing research grants to the Company. For each
$100,000 of aggregate research grants secured by Gleich for the
Company on or before December 31, 1999 (up to a maximum aggregate
research grant total of $1,000,000), Gleich shall receive an
additional 0.5% equity interest in the Company. This equity shall
not be factored into the calculations required by Section 5(a).
If the terms of any grant secured by Gleich for the Company require
Gleich to be paid compensation in connection with the grant, Gleich
will return to the Company the compensation so paid as additional
contributions to capital on a tax-neutral basis to Gleich (i.e.,
after subtracting Federal and State income taxes that Gleich must
pay by reason of receipt of such compensation), unless Gleich, by
virtue of his efforts for the Company, suffers a reduction in
compensation from other sources and needs all or part of the grant
compensation to offset this loss.
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4. PURPOSES OF THE COMPANY; CERTAIN RELATED PARTY TRANSACTIONS; CERTAIN
RIGHTS OF NATIONAL STARCH.
(a) The purposes of the Company are and shall be to test and
commercially develop pharmaceutical products utilizing polyaspartic
acids, and all purposes reasonably related or incidental thereto.
The Company shall enter into a fifty-year requirements contract with
Donlar for Donlar to supply the Company's requirements for
pharmaceutical quality polyaspartic acid. The terms and provisions
of such contract shall be subject to approval by the Company's Board
of Directors.
(b) Pursuant to certain agreements and arrangements between
Donlar and National Starch and Manufacturing Company ("National
Starch"), pharmaceutical products or certain aspects thereof are
classified as "shared fields" as to which Donlar is obligated to
provide certain information to National Starch and to offer National
Starch certain opportunities such as but not limited to the
opportunity to market and develop products within National Starch's
areas of interest. These rights, as set forth in Donlar's
agreements with National Starch from time to time, are referred to
collectively as the "National Starch Rights". The National Starch
Rights are binding upon Donlar, and Donlar agrees to apprise the
Company from time to time as to the scope and import of the
National Starch Rights. The Company acknowledges and agrees that
it will abide by the requirements of the National Starch Rights in
the same manner as Donlar would be required to, if Donlar were
directly carrying on the activities being carried on by the
Company.
5. ANTI-DILUTION RIGHTS.
(a) The Company and Donlar agree that (i) at any time
when the Value of the Company (as herein defined) is less than
Five Million Dollars ($5,000,000), Gleich's Interest in the
Company (as herein defined) shall not be reduced below ten
percent (10%) by the issuance of stock of the Company.
However, issuances of stock options or stock pursuant to
employee stock ownership plans or comparable employee
incentive plans, that are properly approved by the Board of
Directors, or issuances of stock, warrants, options and the
like issued to consultants or researchers in lieu of fees,
that are properly approved by the Board of Directors shall be
dilutive to Gleich's Interest and the interest of every other
shareholder.
(b) For purposes of this Agreement, the term "Value
of the Company" means in the case of a proposed issuance of
stock of the Company for cash,
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property, services already rendered or other valuable
consideration, the pre-money valuation of the Company as
reasonably determined by the Company's Board of Directors
that forms the basis for the issuance of such stock.
(c) For purposes of this Section 5, Gleich's Interest in the
Company at any time shall be a percentage, calculated by
dividing the number of shares of Common Stock then owned by
Gleich (assuming that any convertible shares owned by Gleich
were converted to Common Stock) divided by the number of
shares of Common Stock then issued and outstanding (assuming
that any issued and outstanding convertible shares were
converted to Common Stock).
(d) If a proposed transaction would violate Section 5(a), the
Company may nevertheless proceed with the transaction (i) if
Gleich consents thereto, or (ii) if the Company issues to
Gleich at the time of the transaction additional shares of the
Company of sufficient number and value such that Gleich's
Interest in the Company (if Section 5(a)(i) applies)
immediately after the transaction, is no less than his
Interest in the Company, whichever is applicable, as the same
existed immediately prior to the transaction.
(f) In any future offering of equity securities of the Company to
investors, Gleich shall have the preemptive right to acquire a
portion of such equity securities equal to his then-existing
Interest in the Company, on the same terms such equity
securities are to be offered to investors. The Company shall
give Gleich written notice of any such offering and the terms
thereof, and Gleich shall have ten (10) days from the date
such notice is given to exercise his preemptive right, such
exercise to be accomplished by delivering to the Company
written notice of exercise. The foregoing preemptive right is
intended only to apply to future equity financing transactions
for the Company and not to apply to equity securities issued
in connection with a merger or acquisition, or to equity
securities issued as compensation, bonuses or under employee
stock, option or benefit plan programs.
6. REPRESENTATIONS AND WARRANTIES OF DONLAR. Donlar hereby represents and
warrants to the Company as follows (with the understanding that the Company is
relying materially on such representations and warranties in entering into and
performing this Agreement):
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(a) Donlar is a corporation duly organized, validly existing and
in good standing under the laws of Illinois. Donlar has all
requisite power and authority to carry out the transactions
contemplated by this Agreement.
(b) No representations or warranties have been made to Donlar by
the Company or by any officer, director, agent or employee thereof
(collectively, the "Company Affiliates") other than those
representations specifically set forth in this Agreement. Donlar
has not relied upon any representation or warranty of the Company
Affiliates, except as set forth in this Agreement, in making its
investment decision to tender this Agreement for purchase of Common
Stock. Donlar has conducted such investigation of the Company as
Donlar has deemed necessary or desirable and has relied on Donlar's
own legal, financial and business advisors and consultants in
analyzing the data provided to Donlar.
(c) Donlar is an "accredited investor," as that term is defined
in Rule 501 of Regulation D promulgated by the Securities and
Exchange Commission under the Securities Act of 1933 ("Securities
Act").
(d) The Common Stock hereby subscribed for is being acquired by
Donlar in good faith solely for Donlar's own account, for investment
purposes only, and not with a view to resale, distribution,
subdivision, or fractionalization thereof. Donlar agrees that the
Common Stock will not be transferred except in compliance with the
Securities Act and applicable state securities laws and the
restrictions of the Stockholders' Agreement. Donlar is not
participating, directly or indirectly, in a distribution of the
Common Stock and will not take, or cause to be taken, any action
that would cause any of such parties to be deemed an "underwriter"
of such Common Stock as defined in Section 2(11) of the Securities
Act. Donlar understands that any sale, transfer, pledge,
hypothecation or other disposition of the Common Stock may require
in some states specific approval by the appropriate governmental
agency in such states.
(e) No person has made any direct or indirect representation or
warranty of any kind to Donlar with respect to the economic return
which may accrue to Donlar, and Donlar has consulted with its own
tax counsel and other advisors with respect to an investment in the
Company.
(f) Donlar is aware of and understands that the Common Stock has
not been registered under the Securities Act or any of the
applicable state securities laws, in reliance on an exemption
therefrom for private offerings.
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(g) There are no claims for brokerage commissions, finders' fees
or similar compensation in connection with the purchase of the
Common Stock based on any arrangement or agreement binding upon
Donlar.
(h) None of the representations or warranties contained in this
Section 6 contains any untrue statement of a material fact or omits
a material fact necessary to make such statements contained herein
not misleading.
7. REPRESENTATIONS AND WARRANTIES OF GLEICH. Gleich hereby represents and
warrants to the Company as follows (with the understanding that the Company is
relying materially on such representations and warranties in entering into and
performing this Agreement):
(a) Gleich is a bona fide resident in the State of Minnesota, is
legally competent to execute this Agreement, and does not currently
intend to change residence to another state.
(b) No representations or warranties have been made to Gleich by
the Company or by any officer, director, agent or employee thereof
(collectively, the "Company Affiliates") other than those
representations specifically set forth in this Agreement. Gleich
has not relied upon any representation or warranty of the Company
Affiliates, except as set forth in this Agreement, in making his
investment decision to tender this Agreement for purchase of Common
Stock. Gleich has conducted such investigation of the Company as
Gleich has deemed necessary or desirable and has relied on Gleich's
own legal, financial and business advisors and consultants in
analyzing the data provided to Gleich.
(c) Gleich is an "accredited investor," as that term is defined
in Rule 501 of Regulation D promulgated by the Securities and
Exchange Commission under the Securities Act.
(d) The Common Stock hereby subscribed for is being acquired by
Gleich in good faith solely for Gleich's own account, for investment
purposes only, and not with a view to resale, distribution,
subdivision, or fractionalization thereof. Gleich agrees that
the Common Stock will not be transferred except in compliance
with the Securities Act and applicable state securities laws and
the restrictions of the Stockholders' Agreement. Gleich is not
participating, directly or indirectly, in a distribution of the
Common Stock and will not take, or cause to be taken, any action
that would cause any of such parties to be deemed an "underwriter"
of such Common Stock as defined in Section 2(11) of the Securities
Act. Gleich understands that any sale, transfer, pledge,
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hypothecation or other disposition of the Common Stock may require
in some states specific approval by the appropriate governmental
agency in such states.
(e) No person has made any direct or indirect representation or
warranty of any kind to Gleich with respect to the economic return
which may accrue to Gleich, and Gleich has consulted with his own
tax counsel and other advisors with respect to an investment in the
Company.
(f) Gleich is aware of and understands that the Common Stock has
not been registered under the Securities Act or any of the
applicable state securities laws, in reliance on an exemption
therefrom for private offerings.
(g) There are no claims for brokerage commissions, finders' fees
or similar compensation in connection with the purchase of the
Common Stock based on any arrangement or agreement binding upon
Gleich.
(h) None of the representations or warranties contained in this
Section 7 contains any untrue statement of a material fact or omits
a material fact necessary to make such statements contained herein
not misleading.
8. INDEMNIFICATION.
(a) Donlar hereby agrees to indemnify, defend, and hold harmless
the Company and all of its directors, officers, employees, attorneys
and agents (collectively, the "Indemnified Parties") from and
against any and all losses, claims, damages, liabilities, costs and
expenses whatsoever due to or arising out of a breach of any
representation, warranty, covenant or agreement of such party
contained in this Agreement, the Stockholders' Agreement or in any
other document furnished by Donlar in connection with this
transaction, or arising out of the resale or distribution by
Donlar of the Common Stock or any portion thereof in violation of
the Securities Act or any applicable state securities or "Blue Sky"
laws, including, without limitation, any and all attorneys' fees,
costs, and other amounts reasonably incurred by any of them in
investigating, preparing or defending against any claim, litigation
or other legal action, threatened or initiated. Donlar
acknowledges that if it threatens or initiates any such claim,
litigation or other legal action against any of the Indemnified
Parties, Donlar will be liable for any such attorneys' fees, costs
and other amounts in connection therewith that are established to
have been due to or to have arisen out of any such breach of
representation, warranty, covenant or agreement by Donlar.
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(b) Gleich hereby agrees to indemnify, defend, and hold harmless
Donlar and the Company and all of their respective directors,
officers, employees, attorneys and agents (collectively, the
"Indemnified Parties") from and against any and all losses, claims,
damages, liabilities, costs and expenses whatsoever due to or
arising out of a breach of any representation, warranty, covenant or
agreement of such party contained in this Agreement, the
Stockholders' Agreement or in any other document furnished by Gleich
in connection with this transaction, or arising out of the resale or
distribution by Gleich of the Common Stock or any portion thereof in
violation of the Securities Act or any applicable state securities
or "Blue Sky" laws, including, without limitation, any and all
attorneys' fees, costs, and other amounts reasonably incurred by any
of them in investigating, preparing or defending against any claim,
litigation or other legal action, threatened or initiated. Gleich
acknowledges that if he threatens or initiates any such claim,
litigation or other legal action against any of the Indemnified
Parties, Gleich will be liable for any such attorneys' fees, costs
and other amounts in connection therewith that are established to
have been due to or to have arisen out of any such breach of
representation, warranty, covenant or agreement by Gleich.
(c) The Investors acknowledge that their representations and
warranties are made herein with the intent that they may be relied
upon by the Indemnified Parties not only in determining the
suitability of Investors' purchase of the Common Stock, but also to
protect the Indemnified Parties against such attorneys' fees, costs
and other amounts due to or arising out of either Investor's breach
of any of such representations or warranties, even if such amounts
are incurred in response to a claim, litigation or other legal
action threatened or initiated by such Investor.
(d) The Company hereby agrees to indemnify, defend and hold
harmless the Investors from and against any and all losses, claims,
damages, liabilities, costs and expenses whatsoever due to or
arising out of a breach of any representation, warranty, covenant or
agreement of the Company contained in this Agreement or the
Stockholders' Agreement, including, without limitation, any and all
attorneys's fees, costs, and other amounts reasonably incurred by
them in investigating, preparing or defending against any claim,
litigation or other legal action threatened or initiated.
9. REIMBURSEMENT OF CERTAIN EXPENSES. Upon receipt of Gleich's capital
contribution as provided in Section 1(b) hereof, the Company will pay Gleich
the sum of Thirty Seven Thousand Dollars ($37,000.00) as a reimbursement of the
estimated aggregate amount of expenses incurred and to be incurred by Gleich in
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securing the Patents and transferring ownership of the Patents to the Company.
10. MISCELLANEOUS
(a) TAXPAYER IDENTIFICATION NUMBER. Investors verify under
penalties of perjury that the Taxpayer Identification Numbers or
Social Security Numbers shown herein opposite their respective names
are true, correct and complete.
(b) IRREVOCABILITY. Investors hereby acknowledge and agree,
subject to the limitations contained herein, that the subscription
hereunder is irrevocable, that Investors are not entitled to cancel,
terminate or revoke this Agreement or any agreements of Investors
hereunder.
(c) BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding
upon and inure to the benefit of the parties and their respective
successors and permitted assigns; provided, that no assignment of
this Agreement or of any rights or obligations hereunder may be made
by any party (by operation of law or otherwise) without the prior
written consent of the other parties and any attempted assignment
shall be void and of no force or effect. Nothing in this Agreement
shall create or be deemed to create any third party beneficiary
rights in any person or entity not party to this Agreement.
(d) HEADINGS. The headings, titles and subtitles herein are for
convenience of reference only and shall not in any manner affect the
construction or interpretation of any of the provisions hereof.
(e) ENTIRE AGREEMENT. This Agreement contains the entire
agreement and understanding of the parties hereto with respect to
the subject matter hereof and no representations, promises,
agreements or understandings, written or oral, not contained herein
shall be of any force or effect.
(f) MUTUAL CONTRIBUTION. The parties to this Agreement and their
counsel have mutually contributed to its drafting. Consequently, no
provision of this Agreement shall be construed against any party on
the ground that such party drafted the provision or caused it to be
drafted.
(g) NOTICES. Except as provided otherwise herein, all notices
referred to herein shall be in writing and will be delivered by (i)
registered or certified mail, return receipt requested and postage
prepaid, (ii) reputable overnight courier service, charges prepaid,
or (iii) telecopier (and confirmed by return facsimile) and will be
deemed to have been given when so mailed or sent (i) to the Company,
at its principal executive offices and
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(ii) to Investors, at each Investor's address as it appears in the
stock records of the Company (unless otherwise indicated by such
Investor).
(h) AMENDMENT. Neither this Agreement nor any provisions hereof
shall be waived, modified, discharged or terminated except by an
instrument in writing signed by the party against whom any such
waiver, modification, discharge or termination is sought.
Notwithstanding the foregoing, no waiver by the Company of any
breach by Investor of any representation, warranty, acknowledgement
or agreement shall in any manner be deemed to be a waiver by the
Company of any rights granted to it under federal or state
securities laws.
(i) FURTHER ASSURANCES. Each party hereto agrees to execute any
further documents, agreements or instruments, and to perform any
further acts and deeds, that may be necessary to carry out the terms
and provisions of this Agreement.
(j) GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED, PERFORMED
AND ENFORCED IN ACCORDANCE WITH, AND GOVERNED BY THE INTERNAL LAWS
OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF
CONFLICTS OF LAW THEREOF.
(k) VENUE. ANY ACTION OR PROCEEDING TO ENFORCE ANY PROVISION OF,
OR BASED ON ANY RIGHT ARISING OUT OF, THIS AGREEMENT SHALL BE
BROUGHT AGAINST ANY OF THE PARTIES IN STATE OR FEDERAL COURTS
LOCATED IN CHICAGO, ILLINOIS AND EACH OF THE PARTIES HEREBY CONSENTS
TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE
APPELLATE COURTS) IN ANY SUCH ACTION OR PROCEEDING AND WAIVES ANY
OBJECTION TO VENUE LAID THEREIN; PROVIDED, THAT AN ACTION TO ENFORCE
A JUDGMENT OBTAINED IN ANY SUCH COURTS MAY BE BROUGHT IN ANY
APPROPRIATE VENUE.
(l) SEVERABILITY. Whenever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective
and valid under applicable law, but if any provision of this
Agreement shall be prohibited or invalid under such law, such
provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of
such provision or this Agreement.
(m) 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 together shall constitute one and the same agreement.
(n) ARBITRATION. Should a dispute arise among any of the
parties, the parties shall submit to non-binding
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arbitration in the City of Chicago pursuant to the commercial rules
of the American Arbitration Association.
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
5 day of August 199 .
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INVESTOR:
Number of Shares subscribed Xxxxxx X. Xxxxxx
for: 100 -------------------------------------
Xx. Xxxxxx Xxxxxx
Address: 000 XX 0xx Xx
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Xxxxxxxxx, XX 00000-0000
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507-282-0177
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Telecopier
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Social Security No.: ###-##-####
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INVESTOR: DONLAR CORPORATION
Number of Shares subscribed By:
for: 900 ----------------------------------
Its:
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Address:
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Telecopier:
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FEIN:
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COMPANY:
DONLAR PHARMACEUTICALS, INC.
By:
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Its:
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Address:
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Telecopier:
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SCHEDULE A
Patents to be Assigned to the Company by Xxxxxx
0. Xxxxxx Xxxxxx Patent no. _____________ issued ______________, 199_.
2. United States Patent no. _____________ issued ______________, 199_.
3. United States Patent no. _____________ issued ______________, 199_.
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EXHIBIT A
STOCKHOLDERS' AGREEMENT
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