CYANOTECH CORPORATION
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of
February 20, 1996, by and between Cyanotech Corporation, a Nevada corporation
(the "Company"), and American Cyanamid Company, a Maine corporation and wholly-
owned subsidiary of American Home Products Corporation ("American Cyanamid").
WHEREAS, American Cyanamid holds 139,946 shares (the "Series C Shares") of
the Company's 8% Cumulative, Convertible Preferred Shares -- Series C, par value
$.001 per share;
WHEREAS, the 139,946 Series C Shares are currently convertible by their
terms into 699,730 shares of the Company's common stock, par value $.005 per
share ("Common Stock");
WHEREAS, the Company is contemplating an underwritten public offering (the
"Contemplated Public Offering") of its common stock (all shares of the Company's
common stock referred to herein as the "Common Stock"), registered under the
Securities Act of 1933, as amended (the "Securities Act"), which Contemplated
Public Offering is expected to occur in late March or early April 1996;
WHEREAS, in connection with the Contemplated Public Offering, American
Cyanamid has agreed to the market stand-off provisions contained herein; and
WHEREAS, the Company has agreed to grant certain "piggy-back" registration
rights to American Cyanamid with respect to its resale of the shares of Common
Stock issuable on conversion of the Series C Shares.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE I
REGISTRATION RIGHTS
The Company covenants and agrees as follows:
1.1 DEFINITIONS. For purposes of this Article I:
(a) The term "register," "registered," and "registration" refer
to a registration effected by preparing and filing a registration statement or
similar document in
1.
compliance with the Securities Act of 1933, as amended (the "Securities
Act"), and the declaration or ordering of effectiveness of such registration
statement or document;
(b) The term "Registrable Securities" means (1) the shares of
Common Stock of the Company issuable or issued upon conversion of the Series C
Shares and (2) any Common Stock of the Company issued as (or issuable upon the
conversion or exercise of any warrant, right, or other security which is issued
as) a dividend or other distribution with respect to, or in exchange for or in
replacement of, such shares of Common Stock, excluding in all cases, however,
any Registrable Securities sold by a person in a transaction in which his/her
rights under this Article I are not assigned;
(c) The number of shares of "Registrable Securities then
outstanding" shall be determined by the number of shares of Common Stock
outstanding which are, and the number of shares of Common Stock issuable
pursuant to then exercisable or convertible securities which are, Registrable
Securities;
(d) The term "Holder" means any person owning or having the
right to acquire Registrable Securities or any assignee thereof in accordance
with Section 1.10 hereof; and
(e) The term "Form S-3" means such form under the Securities Act
as in effect on the date hereof or any comparable or successor form under the
Securities Act subsequently adopted by the Securities and Exchange Commission
("SEC") which permits inclusion or incorporation of substantial information by
reference to other documents filed by the Company with the SEC.
1.2 COMPANY REGISTRATION. If (but without any obligation to do so
under this Agreement), at any time after the closing of the Contemplated Public
Offering, the Company proposes to register any of its stock or other securities
under the Securities Act in connection with the public offering of such
securities solely for cash (other than a registration relating solely to the
sale of securities to participants in a Company stock plan, or a registration on
any form which does not include substantially the same information as would be
required to be included in a registration statement covering the sale of the
Registrable Securities), the Company shall, at such time, give each Holder
written notice of such registration at least 20 days prior to the proposed date
to file any registration statement. Upon the written request of each Holder
given within twenty (20) days after mailing of such notice by the Company in
accordance with Section 2.5, the Company shall, subject to the provisions of
Section 1.6, cause to be registered under the Securities Act all of the
Registrable Securities that each such Holder has requested to be registered.
1.3 OBLIGATIONS OF THE COMPANY. Whenever required under this
Article I to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible:
2.
(a) Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use its reasonable best efforts to
cause such registration statement to become effective and to remain effective
for a period of not less than 90 days or such shorter period which will
terminate when all Registrable Securities covered by such registration statement
have been sold.
(b) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act and other applicable laws and regulations with
respect to the disposition of all securities covered by such registration
statement.
(c) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus including all supplements
thereto, in conformity with the requirements of the Securities Act, and such
other documents as they may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them.
(d) Use its reasonable best efforts to register and qualify the
securities covered by such registration statement under such other securities or
blue sky laws of such jurisdictions as shall be reasonably requested by the
Holders, PROVIDED that the Company shall not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general consent
to service of process in any such states or jurisdictions.
(e) Use its reasonable best efforts to list for quotation on the
National Association of Securities Dealers Automated Quotation System ("Nasdaq")
(or such other national exchange or national quotation system on which the
Company's Common Stock is then listed) such Registrable Securities.
(f) In the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering. Each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement. In addition, all shares registered shall
be distributed substantially in accordance with the plan of distribution as set
forth in the registration statement.
(g) Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes any untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing and notice of any stop order issued or threatened by the SEC and to
take all reasonable actions to prevent the entry of such stop order or to remove
it if it is entered.
3.
(h) If any Registrable Securities are offered for sale, on the
date that the Registrable Securities are delivered to the underwriters, if any,
and if such Registrable Securities are not being sold through underwriters, then
on the date the registration statement becomes effective, the Company shall
furnish the Holder with (A) a signed opinion, dated as of the date of such
delivery, of the legal counsel of the Company addressed to the underwriters, if
any, and if such Registrable Securities are not being sold through underwriters,
then to the Holder covering such matters as are customarily addressed in
opinions rendered to underwriters on such transactions, and (B) a letter, dated
as of the date of such delivery, of the Company's independent public accountants
addressed to the underwriters, and if such Registrable Securities are not being
sold through underwriters, then to the Holder and, if such accountants refuse to
deliver such letter to the Holder, then to the Company (x) stating that they are
independent certified public accountants within the meaning of the Securities
Act and that, in the opinion of such accountants, the financial statements and
other financial data of the Company included in the registration statement or
the prospectus, or any amendment or supplement thereto, comply as to form in all
material respects with the applicable accounting requirements of the Securities
Act, and (y) covering such other financial matters (including information as to
the period ending not more than five (5) business days prior to the date of such
letter) with respect to the registration in respect of which such letter is
being given as the Holder may reasonably request and as would be customary in
such a transaction.
1.4 FURNISH INFORMATION. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Article I with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be required by law or otherwise to effect the registration of such
Holder's Registrable Securities.
1.5 EXPENSES OF COMPANY REGISTRATION. The Company shall bear and pay
all expenses incurred in connection with any registration, filing, or
qualification of Registrable Securities with respect to the registrations
pursuant to Section 1.2 for each Holder (which right may be assigned as provided
in Section 1.10), including (without limitation) all registration, filing, and
qualification fees, printer's and accounting fees relating thereto, and fees and
disbursements of counsel for the Company, but excluding the fees and
disbursements of legal counsel for the selling Holders if separate legal counsel
is employed and underwriting discounts and commissions relating to Registrable
Securities.
1.6 (a) UNDERWRITING REQUIREMENTS. In connection with any offering
involving an underwriting of shares of the Company's capital stock, the Company
shall not be required under Section 1.2 to include any of the Holders'
securities in such underwriting unless they accept the terms of the underwriting
as agreed upon between the Company and the underwriters selected by it (or by
other persons entitled to select the underwriters), and then subject to the
terms set forth below only in such quantity as will not, in the opinion of the
underwriters, jeopardize the success of the offering by the Company. If the
total amount
4.
of securities, including Registrable Securities, requested by stockholders to
be included in such offering exceeds the amount of securities sold other than
by the Company that the underwriters reasonably believe compatible with the
success of the offering, then the Company shall be required to include in the
offering only that number of such securities, including Registrable
Securities, which the underwriters believe will not jeopardize the success of
the offering (the securities so included to be apportioned pro-rata among the
selling stockholders according to the total amount of securities entitled to
be included therein owned by each selling stockholder or in such other
proportions as shall mutually be agreed to by such selling stockholders);
PROVIDED, HOWEVER, that the amount of Registrable Securities and other
securities excluded from the offering may not be reduced to less than forty
percent (40%) of such offering; and further PROVIDED, HOWEVER that American
Cyanamid will be entitled to include in each public offering, if it shall so
elect, no fewer than 110,000 shares of Registrable Securities (subject to
appropriate adjustment for stock splits, stock dividends, combinations, other
recapitalizations and similar events). For purposes of the parenthetical in
the preceding sentence concerning apportionment, for any selling stockholder
which is a Holder of Registrable Securities and which is a partnership or
corporation, the partners, retired partners and stockholders of such Holder,
or the estates and family members of any such partners and retired partners
and any trusts for the benefit of any of the foregoing persons shall be
deemed to be a single "selling stockholder," and any pro-rata reduction with
respect to such "selling stockholder" shall be based upon the aggregate
amount of shares carrying registration rights owned by all entities and
individuals included in such "selling stockholder," as defined in this
sentence.
(b) WITHDRAWAL RIGHTS. Each Holder shall be permitted to
withdraw up to 110,000 shares (subject to appropriate adjustment for stock
splits, stock dividends, combinations, other recapitalizations and similar
events) of such Holder's Registrable Securities included in a registration at
any time prior to the effective date of such registration. In addition, to the
extent the number of Registrable Securities being sold by the Holder is greater
than 110,000 shares (subject to appropriate adjustment for stock splits, stock
dividends, combinations, other recapitalizations and similar events) the Holder
can withdraw any such portion above 110,000 shares if, on the date of such
withdrawal, the last reported sale price of the Company's Common Stock on Nasdaq
(or such other national exchange or national quotation system on which the
Company's Common Stock is then listed) was less than 85% of the proposed maximum
offering price per share listed on the "Calculation of Registration Fee" section
on the cover of the registration statement filed with respect to the Registrable
Securities.
1.7 DELAY OF REGISTRATION. No Holder shall have any right to obtain
or seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Article I. This Section 1.7 shall not
affect any remedies at law available to the Holder for breaches of Section
1.6(a) by the Company.
5.
1.8 INDEMNIFICATION AND CONTRIBUTION. In the event any Registrable
Securities are included in a registration statement under this Article I:
(a) To the extent permitted by law, the Company will indemnify
and hold harmless each Holder, any underwriter (as defined in the Securities
Act) for such Holder and each person, if any, who controls such Holder or
underwriter within the meaning of the Securities Act or the Securities Exchange
Act of 1934, as amended (the "1934 Act"), against any losses, claims, damages,
or liabilities (joint or several) to which they may become subject under the
Securities Act or the 1934 Act or other federal or state law, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any of the following statements, omissions, or
violations (collectively a "Violation"): (i) any untrue statement or alleged
untrue statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (iii) any violation or alleged
violation by the Company of the Securities Act, the 1934 Act, any state
securities law or any rule or regulation promulgated under the Securities Act or
the 1934 Act or any state securities law; and the Company will pay to each such
Holder, underwriter, or controlling person, as incurred, any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability, or action; PROVIDED, HOWEVER,
that the indemnity agreement contained in this subsection 1.8(a) shall not apply
to amounts paid in settlement of any such loss, claim, damage, liability, or
action if such settlement is effected without the consent of the Company (which
consent shall not be unreasonably withheld), nor shall the Company be liable in
any such case for any such loss, claim, damage, liability, or action to the
extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly for
use in connection with such registration by any such Holder, underwriter, or
controlling person.
(b) To the extent permitted by law, each selling Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Securities Act, any underwriter,
any other Holder selling securities in such registration statement and any
controlling person of any such underwriter or other Holder, against any losses,
claims, damages, or liabilities (joint or several) to which any of the foregoing
persons may become subject, under the Securities Act or the 1934 Act or other
federal or state law, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by such
Holder expressly for use in connection with such registration; and each such
Holder will pay, as incurred, any legal or other expenses reasonably incurred by
any person intended to be indemnified pursuant to this subsection 1.8(b), in
connection with investigating or defending any such loss, claim, damage,
liability,
6.
or action; PROVIDED, HOWEVER, that the indemnity agreement contained
in this subsection 1.8(b) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability, or action if such settlement is effected
without the consent of the Holder, which consent shall not be unreasonably
withheld.
(c) Promptly after receipt by an indemnified party under this
Section 1.8 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 1.8, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; PROVIDED, HOWEVER, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain separate counsel in each
jurisdiction where separate representation would be appropriate in the judgment
of the indemnified party, with the fees and expenses to be paid by the
indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action, if prejudicial to its ability to defend such action, shall
relieve such indemnifying party to the extent of such prejudice of any liability
to the indemnified party under this Section 1.8, but the omission so to deliver
written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section 1.8.
(d) No indemnifying party, in the defense of any claim arising
out of a Violation shall, except with the consent of each indemnified party,
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such indemnified party of a release from all liability in respect to such
claim or litigation and, in the event the terms of such judgment or settlement
include any term other than the payment by the indemnifying party of money
damages, the indemnifying party shall not so consent or enter into such a
settlement without the consent of each indemnified party (which will not be
unreasonably withheld) whether or not the terms thereof include such a release.
(e) CONTRIBUTION. If for any reason the indemnity provided for
in this Section 1.8 is unavailable to, or is insufficient to hold harmless, an
indemnified party, then the indemnifying party shall contribute to the amount
paid or payable by the indemnified party as a result of such losses, claims,
damages, liabilities or expenses (i) in such proportion as is appropriate to
reflect the relative benefits received by the indemnifying party on the one hand
and the indemnified party on the other, or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, or provides a lesser sum to
the indemnified party than the amount hereinafter calculated, in such proportion
as is
7.
appropriate to reflect not only the relative benefits received by the
indemnifying party on the one hand and the indemnified party on the other but
also the relative fault of the indemnifying party and the indemnified party
as well as any other relevant equitable considerations. The relative fault
of such indemnifying party and indemnified parties shall be determined by
reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact, has been made by, or relates to
information supplied by, such indemnifying party or indemnified parties; and
the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such action. The amount paid or payable by
a party as a result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include, subject to the limitations set
forth in Section 1.8(d), any legal or other fees or expenses reasonably
incurred by such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 1.8(e) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
or entity who was not guilty of such fraudulent misrepresentation.
(f) The obligations of the Company and Holders under this
Section 1.8 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Article I, and otherwise.
1.9 REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934. With a view to
making available to the Holders the benefits of Rule 144 promulgated under the
Securities Act and any other rule or regulation of the SEC that may at any time
permit a Holder to sell securities of the Company to the public without
registration or pursuant to a registration on Form S-3, the Company agrees and
covenants to:
(a) make and keep public information available, as those terms
are understood and defined in SEC Rule 144;
(b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the 1934 Act;
(c) furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by the
Company that it has complied with the reporting requirements of SEC Rule 144,
the Securities Act and the 1934 Act, or that it qualifies as a registrant whose
securities may be resold pursuant to Form S-3 (at any time after it so
qualifies), (ii) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the
8.
Company with the SEC or any securities exchange, and (iii) such other
information as may be reasonably requested in availing any Holder of any rule
or regulation of the SEC which permits the selling of any such securities
without registration or pursuant to such form; and
(d) provide the Holder with prompt notice of any failure by the
Company to comply with the requirements of Rule 144.
1.10 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the
Company to register Registrable Securities pursuant to this Article I may be
assigned (but only with all related obligations) by a Holder to a transferee or
assignee of such securities who, after such assignment or transfer, holds (i) at
least 1% of the Registrable Securities then outstanding (subject to appropriate
adjustment for stock splits, stock dividends, combinations, other
recapitalizations and similar events), or (ii) all of the shares of Registrable
Securities initially issued to such Holder, PROVIDED that, within a reasonable
time after such transfer, the Company is furnished with written notice of the
name and address of such transferee or assignee and the securities with respect
to which such registration rights are being assigned; and PROVIDED, FURTHER,
that such assignment shall be effective only if immediately following such
transfer the further disposition of such securities by the transferee or
assignee is restricted under the Securities Act and/or not otherwise eligible
for sale under Rule 144(k) of the Securities Act or similar exemption. For the
purposes of determining the number of shares of Registrable Securities held by a
transferee or assignee, the holdings of transferees and assignees of a
partnership who are partners or retired partners of such partnership (including
spouses and ancestors, lineal descendants, and siblings of such partners or
spouses who acquire Registrable Securities by gift, will, or intestate
succession) shall be aggregated together and with the partnership; PROVIDED that
all assignees and transferees who would not qualify individually for assignment
of registration rights shall have a single attorney-in-fact for the purpose of
exercising any rights, receiving notices, or taking any action under this
Article I.
1.11 AMENDMENT OF REGISTRATION RIGHTS. Any provision of this
Article I may be amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the Holders of
a majority of the Registrable Securities then outstanding. Any amendment or
waiver effected in accordance with this paragraph shall be binding upon each
Holder of any Registrable Securities then outstanding, each future holder of all
such Registrable Securities and the Company.
1.12 TERMINATION OF REGISTRATION RIGHTS. No Holder shall be entitled
to exercise any right provided for in this Article I after February 3, 2005.
9.
ARTICLE II
MISCELLANEOUS
2.1 MARKET STAND-OFF. American Cyanamid hereby covenants that it
will not, without the prior written consent of Xxx Xxxxxx & Company (or such
other investment bank that serves as the lead managing underwriter in the
Company's Contemplated Public Offering, which person is referred to herein as
the "Lead Managing Underwriter"), offer, sell, or otherwise dispose of, directly
or indirectly, any shares of the Company's Common Stock, or any securities
convertible into or exercisable or exchangeable for, or any rights to purchase
or acquire, Common Stock owned by it (otherwise than as a bona fide gift or
gifts, provided the donee or donees thereof agree in writing to be bound by the
terms of this Section 2.1) for the period beginning on the date hereof and
ending on the date one hundred and twenty (120) days after the date of the
closing of the Contemplated Public Offering. If requested by the Lead Managing
Underwriter, American Cyanamid agrees to execute an agreement similar to that
set forth in this Section 2.1 addressed to the Lead Managing Underwriter. The
Company shall be expressly entitled to enforce the provisions of this
Section 2.1 on behalf of the Lead Managing Underwriter. This Section 2.1 shall
be effective only upon the execution of a similar provision by Firemen's
Insurance Company of Newark, NJ.
2.2 SURVIVAL OF WARRANTIES. The warranties, representations, and
covenants of American Cyanamid and the Company contained in or made pursuant to
this Agreement shall survive the execution and delivery of this Agreement and
shall in no way be affected by any investigation of the subject matter thereof
made by or on behalf of American Cyanamid or the Company.
2.3 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties. Nothing in
this Agreement, express or implied, is intended to confer upon any party other
than the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.
2.4 EXPENSES. Except as otherwise provided in Article I hereof,
irrespective of whether the Closing is effected, each party shall pay its own
costs and expenses that such party incurs with respect to the negotiation,
execution, delivery, and performance of this Agreement.
2.5 NOTICES. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified or three
days after deposit with the United States Post Office, by registered or
certified mail, postage prepaid and addressed to the party to be notified at the
address indicated for such party on the signature page hereof, or
10.
by facsimile confirmed by such certified or registered mail or at such other
address as such party may designate by ten (10) days' advance written notice
to the other parties.
2.6 GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of the State of New Jersey.
2.7 TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
2.8 ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS. This writing, together
with any exhibits annexed hereto, constitutes the entire Agreement of the
parties with respect to the subject matter hereof and shall supersede all prior
understandings and writings with respect thereto. Any term of this Agreement
may be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of all the parties hereto.
2.9 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
11.
2.10 SEVERABILITY. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement and the balance of the Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with its
terms.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
Cyanotech Corporation
By: /s/ XXXXXX X. XXXXXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President & CEO
Address: 00-0000 Xxxxx Xxxxxxxxx Xxx.,
Xxxxx 000
Xxxxxx-Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
American Cyanamid Company
By: /s/ XXXX X. XXXXXXXXX
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
Address: Five Xxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxxxx 00000
Attn.: Senior Vice President and
General Counsel
Phone: (000) 000-0000
Fax: (000) 000-0000
12.
