ASSET PURCHASE AGREEMENT
Exhibit
10.1
This
Asset Purchase Agreement (the “Agreement”)
between Xxxxxx Systems, Inc., a Delaware corporation (the “Seller”),
and
HepaLife Technologies, Inc., a Florida corporation (the “Buyer”),
is
entered into as of October 3, 2008. The Seller and the Buyer together may be
referred to herein as the “Parties” and each of them may be referred to herein
as a “Party.”
RECITALS
WHEREAS,
the Seller wishes to sell certain of its assets described herein to Buyer and
Buyer wishes to purchase such assets from the Seller;
NOW
THEREFORE, in consideration of the foregoing and of the following covenants,
the
sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:
1. Sale
of Assets
1.1. Purchase
and Sale of Assets.
The
Seller hereby agrees to sell, transfer and deliver to Buyer at Closing (as
defined below), and the Buyer agrees to purchase and pay for, all of Seller’s
right, title and interest in and to the (a) Investigational New Drug Application
number 5654 for HepatAssist; including orphan drug and fast track designations
relating to the HepatAssist program; (b) the patents, patent applications and
inventions described by the unfiled potential patent claims listed on
Schedule
1.1(a)
hereto
(the “Patents
Rights”);
(c)
the trademarks, service marks, trade names and logos listed on Schedule
1.1(a)
hereto
(the “Trademark
Rights”);
(d)
all rights, claims, credits, judgments, choses in action, rights of set-off
or
rights for past, present or future infringement against third parties relating
to the Patents Rights; (e) the agreements listed on Schedule
1.1(b)
hereto
(the “Assumed
Contracts”);
(f)
the prototype devices and representative custom or modified equipment listed
in
Schedule
1.1(c)
hereto;
(g) the other assets listed in Schedule
1.1(d);
(h) all
records, data, results, patient files, historical samples, and clinical trial
protocols relating to the foregoing, including without limitation those items
listed in Schedule
1.1(e);
and (i)
and all Intellectual Property (as defined below) related to any of the
foregoing. All of the foregoing are referred to herein as the “Acquired
Assets.”
1.2. Consideration.
The
purchase price (the “Purchase
Price”)
of the
Acquired Assets shall consist of the following: (i) $450,000 in cash, (ii)
a
Series D warrant to purchase up to 750,000 shares of the Buyer’s common stock at
an exercise price of $0.35 per share in the form attached hereto as Exhibit
1.2
(the “Warrant”),
and
(iii) assumption by the Buyer of the Assumed Liabilities (as defined below).
The
Purchase Price shall be paid as follows: The Buyer (a) shall pay to the Seller
within two (2) business days from the Closing Date by wire transfer of
immediately available funds in accordance with the wire instructions set forth
in Schedule
1.2
hereto
(the “Wire
Instructions”)
the
sum of Two Hundred Fifty Thousand Dollars ($250,000) and shall issue and deliver
the Warrant, and shall assume on and after the Closing Date the Assumed
Liabilities; and (b) on the Deferred Payment Date, shall pay to the Seller
the
sum of Two Hundred Thousand Dollars ($200,000) (the “Deferred
Cash Purchase Price”).
The
“Deferred
Payment Date”
is
the
earlier to occur of (i) the date on which the Buyer has consummated one or
more
debt or equity financings in which the gross proceeds received since the date
of
this Agreement in the aggregate equal or exceed Four Million Dollars
($4,000,000), or (ii) the eighteen month anniversary of the Closing Date. The
Deferred Cash Purchase Price may be reduced by amounts payable, if any, to
Buyer
under Section 3 (Indemnification Obligations).
1.3. Assumption
of Liabilities.
At the
Closing, the Buyer shall assume and become obligated to discharge when due
all
of the following liabilities:
(a) All
liabilities and obligations arising on or after the Closing Date under the
Assumed Contracts; and
(b) All
liabilities and obligations arising on or after the Closing Date relating to
the
Acquired Assets, including without limitation all liabilities and obligations
for the operation, prosecution, maintenance, upkeep, renewal, retention,
shipment, transfer, delivery, storage or disposal of the Acquired Assets.
Notwithstanding anything herein to the contrary, the decision whether to
maintain the Acquired Assets after the Closing Date will be in the sole
discretion of the Buyer, and nothing herein shall require the Seller to use,
maintain or defend any of the Acquired Assets.
All
of
the foregoing are referred to as the “Assumed
Liabilities.”
Other
than the Assumed Liabilities, the Buyer will not assume or have any
responsibility with respect to any other obligation or liability of the Seller
or relating to the Acquired Assets, including any liability arising from the
acquisition by the Seller of the Acquired Assets or the Seller’s operations
before or after the Closing.
1.4. Closing.
Subject
to satisfaction of the conditions in Section 4, the closing of the sale and
purchase of the Acquired Assets under this Agreement (the “Closing”)
shall
occur at a place mutually acceptable to the Buyer and the Seller at 9:00 a.m.
on
October 3, 2008, or such other date that is mutually acceptable to the Seller
and the Buyer (the “Closing
Date”).
All
transactions which are to take place at the Closing shall be considered to
have
taken place simultaneously, and no delivery or payment shall be considered
to
have been made until all the transactions have been completed. Title to,
ownership of, control over and risk of loss of the Acquired Assets shall pass
to
Buyer effective as of 11:59 p.m. on the Closing Date unless otherwise provided
herein.
1.5. Seller’s
Deliveries at Closing.
On the
Closing Date the Seller shall execute and deliver or cause to be executed and
delivered to the Buyer (a) the Xxxx of Sale in the form set forth in
Exhibit
1.5(a)
hereto,
(b) an Assignment and Assumption Agreement in the form set forth in Exhibit
1.5(b)
hereto,
(c) an Assignment of Patents in the form set forth in Exhibit
1.5(c)
hereto,
(d) an Assignment of Trademarks in the form set forth in Exhibit
1.5(d)
attached
hereto, (e) any other instruments of conveyance and assignment as the parties
and their respective counsel shall deem reasonably necessary to vest in Buyer
the right, title and interest in and to the Acquired Assets set forth herein,
including without limitation the written consents and confirmations set forth
in
Section 4.1, and (f) the Registration Rights Agreement (the form of which is
attached hereto as Exhibit
1.5(f).
(The
Xxxx of Sale, the Assignment and Assumption Agreement, the Assignment of
Patents, the Assignment of Trademarks, and the Registration Rights Agreement
as
executed and delivered by the Seller are herein collectively referred to as
the
“Seller
Transaction Documents.”)
All
tangible assets included in the Acquired Assets shall be delivered by Seller
to
Buyer to one or more locations specified by the Buyer, and title and risk of
loss shall pass to Buyer on the Closing Date. Seller shall provide Buyer with
reasonable assistance in arranging for the shipment of tangible Acquired Assets
to one or more locations specified by the Buyer.
1.6. Buyer’s
Deliveries at Closing.
On the
Closing Date, (a) the Buyer shall pay to the Seller the Closing Cash Purchase
Price by wire transfer of immediately available funds, and (b) the Buyer shall
execute and deliver or cause to be executed and delivered to the Seller (i)
the
Xxxx of Sale, (ii) the Assignment and Assumption Agreement, (iii) the Assignment
of Patents, (iv) the Assignment of Trademarks, (v) Warrant, and (vi) the
Registration Rights Agreement (The Xxxx of Sale, the Assignment and Assumption
Agreement, the Assignment of Patents, the Assignment of Trademarks, the Warrant,
and the Registration Rights Agreement, all as executed and delivered by the
Buyer are herein collectively referred to as the “Buyer
Transaction Documents”).
1.7. Obligations
on the Deferred Payment Date.
On the
Deferred Payment Date, the Buyer shall pay the Deferred Cash Purchase Price
by
wire transfer of immediately available funds in accordance with the wire
instructions of which Seller may notify Buyer as provided for herein. In the
event that the Deferred Cash Purchase Price is not paid on the Deferred Payment
Date, the Seller shall have the remedies set forth in Section 6 of this
Agreement.
2. Representations
and Warranties.
2.1. Representation
and Warranties of the Seller.
The
Seller hereby represents and warrants to the Buyer as follows:
2.1.1. Organization
and Authorization.
(i) The
Seller is duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization and is duly qualified to do business as
a
foreign corporation and is in good standing under the laws of each jurisdiction
in which either the ownership or use of its assets, or the nature of its
activities, requires such qualification, with all requisite corporate power
and
authority to enter into this Agreement and the transaction contemplated hereby,
(ii) the execution, delivery and performance of this Agreement and each of
the
Seller Transaction Documents has been duly authorized by all necessary corporate
action of the Seller, and (iii) this Agreement and each of the Seller
Transaction Documents has been duly executed and delivered by Seller and is
a
valid, binding obligation of the Seller, enforceable in accordance with its
terms except as may be limited by applicable federal or state bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’ rights
generally. The Seller is not in default under or in violation of any provision
of its articles of incorporation or bylaws, as amended, or any resolution
adopted by the board of directors or stockholders of the Seller. Except for
the
consents referred to in Section 4.2.4 of this Agreement, the Seller is not
required to give any notice to, make any filing with or obtain any
authorization, consent or approval of any authority or person in order for
the
Parties to consummate the transaction contemplated by this
Agreement.
2.1.2. Ownership
of Assets.
The
Seller has good and marketable title to the Acquired Assets, free and clear
of
any and all mortgages, liens, pledges and security interests. All pre-existing
security interests in the Acquired Assets shall, as of the Closing Date, have
been released and discharged.
2.1.3. Brokers
and Finders.
The
Seller has not employed any broker or finder or incurred any liability for
brokerage fees, commissions or finder’s fees in connection with the transactions
contemplated by this Agreement.
2.1.4. Noncontravention.
Neither
the execution and delivery of this Agreement and the Seller Transaction
Documents, nor the consummation of the transactions contemplated hereby, will
(i) violate any constitution, statute, regulation, rule to which Seller is
subject or, to the knowledge of the Seller, any injunction, judgment, order,
decree, ruling, charge or other restriction of any government, governmental
agency, or court to which Seller is subject, or any provision of the Seller’s
certificate of incorporation or By-laws, or (ii) conflict with, result in a
breach of, constitute a default under, result in the acceleration of, create
in
any party the right to accelerate, terminate, modify, or cancel, or require
any
notice under any agreement, contract, lease, license, instrument, or other
arrangement to which Seller is a party or by which it is bound or to which
any
of the Acquired Assets is subject (or result in the imposition of any security
interest upon any of the Acquired Assets).
2.1.5.
Legal
Compliance.
The
Seller has (a) complied with all laws (including rules, regulations and codes)
and with all plans, injunctions, judgments, orders, decrees, rulings and charges
thereunder in each case applicable to the Acquired Assets or to the Seller’s
business to the extent involving the Acquired Assets, and (b) to the best of
Seller’s knowledge, no action, suit, proceeding, hearing, investigation, charge,
complaint, claim, demand or notice has been threatened, filed or commenced
against the Seller relating to or involving the Acquired Assets.
2.1.6. No
Litigation.
(a) There are no actions, suits, proceedings, hearings, investigations,
charges, complaints, claims or demands of any kind pending or, to the best
of
the Seller’s knowledge, threatened relating to or involving the Acquired Assets;
(b) there are no injunctions, judgments, orders or decrees of any kind
which are outstanding against the Acquired Assets; and (c) the Seller is
not charged or, to the best of Seller’s knowledge, threatened with, or under
investigation with respect to, any alleged violation of any provision of any
law
(including rules, regulations and codes) relating to or involving the Acquired
Assets.
2.1.7. Intellectual Property.
(a) “Intellectual
Property” means the following, as such may exist in all countries and
territories worldwide and under any international convention: (i) inventions
(whether or not reduced to practice), all improvements thereto; (ii) trademarks
and all goodwill associated therewith; (iii) works of authorship; (iv) trade
secrets; (v) business information, confidential or otherwise (including ideas,
research and development, know how, technical data, customer and supplier lists,
pricing and cost information and business and marketing plans and proposals);
(vi) databases; (vii) other proprietary rights; (viii) all registrations and
applications therefore (as applicable) pertaining to the foregoing; and (ix)
all
patents, patent applications and patent disclosures, together with all
reissuances, continuations, continuations-in-part, revisions, extensions and
reexaminations thereof, and statutory invention registrations.
(b) The
Seller owns or has the right to use, pursuant to license, sublicense, agreements
or other permission, the Intellectual Property transferred under this Agreement
as part of the Acquired Assets. To the best of the Seller’s knowledge, the
Intellectual Property transferred under this Agreement as part of the Acquired
Assets will be owned or available for use by Buyer on identical terms and
conditions immediately subsequent to the Closing. The Seller has taken all
reasonable action to maintain and protect each item of Intellectual Property
owned or used by the Seller and related to the Acquired Assets, including the
use of work-for-hire and confidentiality agreements with all of its employees
and independent contractors who created such Intellectual Property during the
period that the Seller owned the Acquired Assets.
(c) To
the
best knowledge of the Seller, the Seller’s use of the Acquired Assets has not
interfered with, infringed upon, misappropriated, or otherwise conflicted with
any Intellectual Property of any other person, and the Seller has never received
any charge, complaint, claim, demand, or notice alleging any such interference,
infringement, misappropriation or violation (including any claim that the Seller
must license or refrain from using any Intellectual Property rights of any
other
person). To the best knowledge of the Seller, no other person has interfered
with, infringed upon, misappropriated or otherwise conflicted with any
Intellectual Property rights included in the Acquired Assets.
(d) Set
forth
on Schedule 1.1(a)
is
(i) a list of each registration which has been issued to the Seller with
respect to any of the Seller’s Intellectual Property related to the Acquired
Assets, the date of issuance of each registration and the item of Intellectual
Property to which each registration corresponds; (ii) a list of each
pending application for registration which has been made with respect to any
of
the Intellectual Property owned or used in connection with the Acquired Assets
by Seller, the date of each application and the item of Intellectual Property
which is referenced in each application; (iii) a list of each material
license, agreement or other permission which has been granted to any other
person with respect to the Intellectual Property related to the Acquired Assets
(together with any exceptions) and the date of each license, agreement or
permission and the item of Intellectual Property which is the subject of each
license, agreement or permission; and (iv) a list of each unregistered or
unregistrable material item of Intellectual Property related to the Acquired
Assets. With respect to each item of Intellectual Property set forth on
Schedule 1.1(a):
(i)
The
Seller possesses all right, title and interest in and to the item free and
clear
of all liens and licenses, subject to the rights, if any, of third parties
specified in Schedule
2.1.7
hereto.
Attached hereto as Schedule
2.1.7
is a
description of licenses and materials granted or transferred by prior owners
of
the Acquired Assets to third parties. To the best knowledge of the Seller,
none
of the grants or transfers to the third parties listed on Schedule
2.1.7
are
evidenced by a signed agreement (the Seller has delivered to the Buyer all
unsigned drafts of writings addressed to the third parties);
(ii)
The
item is not subject to any outstanding injunction, judgment, order, decree,
ruling, charge or other restriction of any authority;
(iii) No
action, suit, proceeding, hearing, investigation, charge, complaint, claim,
or
demand is pending or, to the best knowledge of Seller, threatened which
challenges the legality, validity, enforceability, use, or ownership of the
item; and
(iv) The
Seller has not agreed to indemnify any other person for or against any
interference, infringement, misappropriation or other conflict with respect
to
the item.
(e) Set
forth
on Schedule 1.1(b)
is a
list of each material item of Intellectual Property related to the Acquired
Assets that any other person owns and that the Seller uses pursuant to license,
sublicense, agreement or permission. With respect to each item of Intellectual
Property set forth on Schedule
1.1(b):
(i) To
the
best of Seller’s knowledge, the license, sublicense, agreement or permission
covering the item is legal, valid, binding, enforceable and in full force and
effect, will continue to be legal, valid, binding, enforceable and in full
force
and effect following the consummation of the transactions contemplated by this
Agreement, and Seller has fulfilled all obligations of Seller
thereunder;
(ii) The
Seller is not and, to the best knowledge of the Seller, no other party to the
license, sublicense, agreement or permission is in breach or default, and no
event has occurred which with notice or lapse of time would constitute a breach
or default or permit termination, modification or acceleration thereunder;
(iii) The
Seller has not, and to the best knowledge of the Seller, no other party to
the
license, sublicense, agreement or permission has repudiated any provision
thereof;
(iv) The
item
is not subject to any outstanding injunction, judgment, order, decree, ruling,
charge or restriction of any authority;
(v) No
action, suit, proceeding, hearing, investigation, charge, complaint, claim
or
demand is pending or, to the best knowledge of the Seller, threatened which
challenges the legality, validity or enforceability of the item;
and
(vi) The
Seller has not granted any sublicense or similar right with respect to the
license, sublicense, agreement or permission.
2.1.8. Assumed
Contracts.
The
Seller has delivered to Buyer a correct and complete copy of each Assumed
Contract, as amended to date, and to the best of the Seller’s knowledge, the
Assumed Contracts represent all of the contracts and agreements related to
the
Acquired Assets to which the Seller is a party. To the best knowledge of the
Seller, no other agreements exist that limit the rights set forth in the Assumed
Contracts. With respect to each Assumed Contract: (i) the Assumed Contract
is legal, valid, binding and enforceable against the Seller and, to the Seller’s
knowledge, the other parties thereto and is in full force and effect;
(ii) the Assumed Contract will continue to be legal, valid, binding,
enforceable and in full force and effect to the same extent on identical terms
following the consummation of the transactions contemplated hereby;
(iii) the Seller is not, and to the best knowledge of the Seller, no other
party is in breach or default, and to the best knowledge of the Seller no event
has occurred which with notice or lapse of time would constitute a breach or
default, or permit termination, modification or acceleration, under the Assumed
Contract; and (iv) to the best knowledge of the Seller, no person has
repudiated any provision of the Assumed Contract.
2.1.9. Accuracy
and Completeness of Presentation Pages.
Attached hereto Schedule
2.1.9
are
selected pages of a PowerPoint presentation regarding “HepatAssist.” All
statements made in Schedule
2.1.9
regarding test prior results, the approvals obtained from the FDA, and other
statistical data are accurate and complete in all material
respects.
2.1.10. Accuracy
and Completeness of Acquired Assets.
Schedules 1.1(a) through 1.1(d) are accurate and complete in all respects to
the
best knowledge of Seller. To the best knowledge of Seller, the Acquired Assets
include all assets, equipment (other than a Forma Scientific Cryogenic Storage
Freezer and the Cryomed 8023 Nitrogen Shippers), Intellectual Property,
contracts, agreements, records, materials and other information of Seller
related to Seller’s HepatAssist program.
2.1.11. Brokers.
There
are no brokers or finders known to the Seller to be involved with this
transaction an the Seller has not made any agreement or taken any other action
which might cause any person to become entitled to a broker’s or finder’s fee or
commission as a result of this transaction.
2.1.12. Full
Disclosure.
No
representation, warranty, covenant or agreement made by the Seller in this
Agreement or in any statement, certificate, instrument or other document or
item
furnished or delivered or to be furnished or delivered to the Buyer pursuant
to
this Agreement or in connection with the transactions covered by this Agreement
contains or will contain any false or misleading statement of a material fact,
or omit any material fact required to be stated therein or necessary in order
to
make the statements therein not false or misleading.
2.1.13. Disclaimer.
Notwithstanding anything in this Agreement to the contrary, the Seller makes
no,
and hereby disclaims any, representation or warranty to the Buyer with respect
to any warranty of merchantability or fitness for a particular purpose with
respect to the Patent Rights set forth on Schedule
1.1(a).
2.2. Representations
and Warranties of the Buyer.
The
Buyer hereby represents and warrants to the Seller as follows:
2.2.1. Organization
and Authorization.
(i) The
Buyer is duly organized, validly existing and in good standing under the laws
of
its jurisdiction of organization, with all requisite corporate power and
authority to enter into this Agreement and the transaction contemplated hereby;
(ii) the execution, delivery and performance of this Agreement and each of
the
Buyer Transaction Documents has been authorized by all necessary corporate
action of Buyer; and (iii) this Agreement and each of the Buyer Transaction
Documents is a valid, binding obligation of Buyer, enforceable in accordance
with its terms except as may be limited by applicable federal or state
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally.
2.2.2. Brokers
and Finders.
The
Buyer has not employed any broker or finder or incurred any liability for
brokerage fees, commissions or finder’s fees in connection with the transactions
contemplated by this Agreement.
2.2.3. Noncontravention.
Neither
the execution and delivery of this Agreement and the Buyer Transaction
Documents, nor the consummation of the transactions contemplated hereby, will
(i) violate any constitution, statute, regulation, rule to which Buyer is
subject or, to the knowledge of the Buyer, any injunction, judgment, order,
decree, ruling, charge or other restriction of any government, governmental
agency, or court to which Buyer is subject, or any provision of the Buyer’s
certificate of incorporation or By-laws, or (ii) conflict with, result in a
breach of, constitute a default under, result in the acceleration of, create
in
any party the right to accelerate, terminate, modify, or cancel, or require
any
notice under any agreement, contract, lease, license, instrument, or other
arrangement to which Buyer is a party or by which it is bound or to which any
of
the Acquired Assets is subject (or result in the imposition of any security
interest upon any of the Acquired Assets).
2.2.4. SEC
Reports; Financial Statements.
The
Buyer has filed all required forms, reports and documents with the Securities
and Exchange Commission (“SEC”) since January 1, 2008 (“Buyer SEC Reports”),
each of which complied at the time of filing in all material respects with
all
applicable requirements of the Securities Act and the Securities Exchange Act
of
1934 (the “Exchange Act”), as applicable, in each case as in effect on the dates
such forms reports and documents were filed. None of the Buyer SEC Reports
contained, when filed, an untrue statement of a material fact or omitted to
state a material fact required to be stated or incorporated by reference therein
or necessary in order to make the statements therein in light of the
circumstances under which they were made not misleading, except to the extent
superseded by a Buyer SEC Report filed subsequently and prior to the date
hereof. Except as publicly disclosed by the Buyer since the filing of its last
SEC Report, there have been no events, changes or effects with respect to the
Buyer which the Buyer (i) was required to publicly disclose, in a filing with
the SEC or otherwise, or (ii) which would reasonably be expected to have a
material adverse effect on the Buyer. The consolidated financial statements
of
the Buyer included in the Buyer SEC Reports have been prepared in all material
respects in accordance with United States generally accepted accounting
principles (“GAAP”) consistently applied and maintained throughout the periods
indicated and fairly present the consolidated financial position of the Buyer
and its consolidated subsidiaries at their respective dates and the results
of
the consolidated results of operations and changes in financial position of
the
Buyer and its consolidated subsidiaries for the periods covered thereby (subject
to normal year-end adjustments and except that unaudited financial statements
do
not contain all required footnotes).
2.2.5. Issuance
of the Warrant.
The
Warrant has been duly authorized and, when issued in accordance with this
Agreement, will be duly and validly issued, fully paid and nonassessable, free
and clear of all liens. The Buyer has reserved from its duly authorized capital
stock the number of shares of its common stock issuable upon exercise of the
Warrant.
3. Indemnification
Obligations
3.1.1. The
Seller shall indemnify and defend Buyer and hold Buyer harmless from and against
any and all actions, suits, proceedings, hearings, investigations, charges,
complaints, claims, demands, injunctions, judgments, orders, decrees, rulings,
damages, dues, diminution of value, penalties, fines, amounts paid in
settlement, liabilities, obligations, taxes, liens, losses, costs, expenses
and
fees, including court costs and reasonable attorneys’ fees and expenses
(collectively, “Adverse Consequences”) arising out of, resulting from, relating
to, in the nature of or caused by any misrepresentation or breach of any
representation, warranty, covenant or agreement made by the Seller in this
Agreement or in any statement, certificate, instrument or other document or
item
furnished or delivered or to be furnished or delivered by the Seller to Buyer
pursuant to this Agreement or in connection with the transactions contemplated
by this Agreement.
3.1.2. Buyer
shall indemnify and defend the Seller and hold the Seller harmless from and
against any and all Adverse Consequences arising out of, resulting from,
relating to, in the nature of or caused by any misrepresentation or breach
of
any representation, warranty, covenant or agreement made by Buyer in this
Agreement or in any statement, certificate, instrument or other document or
item
furnished or delivered or to be furnished or delivered by Buyer to the Seller
pursuant to this Agreement or in connection with the transactions contemplated
by this Agreement.
3.1.3. A
party
seeking indemnification pursuant to this Section (an “Indemnified Party”) shall
give notice to the party from whom such indemnification is sought (the
“Indemnifying Party”) of the assertion of any claim, or the commencement of any
action, suit or proceeding, in respect of which indemnity may be sought pursuant
to this Section (a “Claim”) as soon as practicable after the party entitled to
indemnification becomes aware of any fact, condition or event which may give
rise to damages for which indemnification may be sought under this Section
(but
in any event on or prior to the applicable expiration date described below
in
Section 9) which contains (i) a description and the amount of any damages
incurred by the Indemnified Party, (ii) a statement that the Indemnified Party
is entitled to indemnification under this Section and a reasonable explanation
of the basis therefor, and (iii) a demand for payment in the amount of such
damages; provided, however that any delay or failure of any Indemnified Party
with regard to notifying any Indemnifying Party of any Claim shall not relieve
the Indemnifying Party from any liability hereunder except to the extent that
the defense of such action is prejudiced by such delay or failure to notify
or
promptly notify. Within 15 days after delivery of a notice of a Claim, the
Indemnifying Party shall deliver to the Indemnified Party a written response
in
which the Indemnifying Party shall: (I) agree that the Indemnified Party is
entitled to receive all of the damages claimed (in which case such response
shall be accompanied by a payment by the Indemnifying Party to the Indemnified
Party of the damages claimed, by check or by wire transfer), (II) agree
that the Indemnified Party is entitled to receive part, but not all, of the
damages claimed and a reasonable explanation of the basis therefor (the “Agreed
Amount”) (in which case such response shall be accompanied by a payment by the
Indemnifying Party to the Indemnified Party of the Agreed Amount, by check
or by
wire transfer), or (III) contest that the Indemnified Party is entitled to
receive any of the damages claimed and a reasonable explanation of the basis
therefor. If the Indemnifying Party in such response contests the payment of
all
or part of the damages claimed, the Indemnifying Party and the Indemnified
Party
shall use good faith efforts to resolve such dispute. Any survival period time
limitation specified in Section 9 below shall not apply to a Claim which
has been the subject of notice from the Indemnified Party to the Indemnifying
Party given prior to the expiration of such period. After such notice, if the
Indemnifying Party shall acknowledge in writing to the Indemnified Party that
the Indemnifying Party shall be obligated under the terms of its indemnity
hereunder in connection with such lawsuit or action, then the Indemnifying
Party
shall be entitled, if it so elects, (i) to take control of the defense and
investigation of such lawsuit or action (provided such defense and investigation
are pursued in a diligent and professional manner); (ii) to employ and engage
attorneys of its own choice to handle and defend the same, at the Indemnifying
Party’s cost, risk, and expense unless the named parties to such action or
proceeding include both the Indemnifying Party and the Indemnified Party and
the
Indemnified Party has been advised in writing by counsel that there may be
one
or more legal defenses available to such Indemnified Party that are different
from or additional to those available to the Indemnifying Party; and (iii)
to
compromise or settle such claim, which compromise or settlement shall be made
only with the written consent of the Indemnified Party, such consent not to
be
unreasonably withheld. In the event the Indemnifying Party does assume the
defense of such Claim as provided above, the Indemnified Party shall have the
right to fully participate in such defense (including engaging attorneys of
its
own choice), at its sole expense, and the Indemnifying Party (and its chosen
attorneys) shall keep the Indemnified Party (and its attorneys) reasonably
informed and shall reasonably cooperate with the Indemnified Party (and its
attorneys) in connection with such participation. If the Indemnifying Party
fails to assume the defense of such claim within 15 days after receipt of the
notice of a Claim, the Indemnified Party against which such Claim has been
asserted will (upon delivering notice to such effect to the Indemnifying Party)
have the right to undertake, at the Indemnifying Party’s cost and expense, the
defense, compromise or settlement of such Claim on behalf of and for the account
and risk of the Indemnifying Party (which defense shall be pursued in a diligent
and professional manner); provided, however, that such Claim shall not be
compromised or settled without the written consent of the Indemnifying Party,
which consent shall not be unreasonably withheld. In the event the Indemnified
Party assumes the defense of the Claim, the Indemnified Party will keep the
Indemnifying Party reasonably informed of the progress of any such defense,
compromise or settlement. The Indemnifying Party shall be liable for any
settlement of any action effected pursuant to and in accordance with this
Section for any final judgment (subject to any right of appeal), and the
Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party
from and against any damages by reason of such settlement or
judgment.
3.1.4. For
purposes of this Section, including the determination of Claims by Buyer, any
and all references to “material” limitations or limitations as to “knowledge” in
Seller’s representations and warranties, while being taken into account for
purposes of determining whether a breach has occurred giving rise to a Claim
by
Buyer for Adverse Consequences for which Buyer is to be indemnified, shall
be
disregarded for purposes of calculating the amount of said Claim.
3.1.5. Neither
party shall be required to indemnify the other party pursuant to this Section
unless or until the aggregate monetary amount of Adverse Consequences exceeds
$5,000.00 (the “Basket”) following which the Indemnifying Party shall be
required to indemnify the Indemnified Party (subject to the Indemnity Cap)
only
for the monetary amounts of Adverse Consequences in excess of the
Basket.
3.1.6. Neither
party shall be required to indemnify the other party for an aggregate amount
of
Adverse Consequences in excess of $450,000.00 (the “Indemnity
Cap”).
3.1.7. In
no
event shall the provisions of this Section in any way modify or otherwise limit
the rights or remedies available to any of the parties with regard to a claim
of
fraud. The parties shall be entitled as a result of misrepresentation, breach
or
default under this Agreement, to pursue any and all non-monetary relief to
which
any of them may otherwise be entitled at law, in equity or
otherwise.
3.1.8. The
amount of damages payable by an Indemnifying Party under this Section shall
be
(a) reduced by any insurance proceeds actually received by the Indemnified
Party
with respect to the claim for which indemnification is sought, (b) reduced
by any amounts recovered from any third parties, by way of indemnification
or
otherwise, with respect to the claim for which indemnification is sought and
(c)
any tax benefits actually received by the Indemnified Party or for which the
Indemnified Party is eligible on account of the matter resulting in such damages
or the payment of such damages. Each Indemnified Party shall, as soon as is
reasonably practicable and commercially feasible, make application for such
insurance procedures referred to in clause (a) above. Except with regard to
compensation for claims paid to third parties, damages payable by an
Indemnifying Party under this Section shall not include punitive damages or
any
special or indirect damages or any damages that are consequential in nature
such
as lost profits, diminution in value, damage to reputation and the like.
Except
as
set forth in this Agreement, the Seller or the Buyer are not making any
representation, warranty, covenant or agreement with respect to the matters
contained herein. Provided
that the Buyer has complied with all of the provisions of the this Section
3,
Buyer shall have the right to off-set or set-off any payment due pursuant to
this Agreement against any other payment to be made pursuant to this Agreement
or otherwise (including against indemnification payments).
Except
for breaches of Sections 1.2 or 1.7 by Buyer, indemnification under this Section
shall be the exclusive means of recovery by either Buyer or Seller and, as
applicable, its officers, directors and shareholders against the other party
for
any breach or violation, or alleged breach or violation, of the representations,
warranties, covenants and agreements under this Agreement and shall be in lieu
of any other common law or statutory rights or remedies.
4. Conditions
to Closing
4.1. Seller’s
Closing Condition.
The
Seller’s obligation to consummate the transactions contemplated hereby is
subject to the satisfaction of the following conditions as of the Closing
Date:
4.1.1. No
Litigation.
No
action or proceeding before a court or any other governmental agency or body
shall have been instituted or threatened to stay, restrain or prohibit the
consummation of the transactions contemplated hereby or to impose any remedy,
condition or restriction unacceptable to the Seller in its sole
discretion.
4.1.2. Representations
and Warranties; Performance of Obligations.
All
representations and warranties of the Buyer contained in this Agreement shall
be
true and correct in all material respects as of the Closing with the same force
and effect as though made at and as of the Closing and all of the terms,
covenants and conditions of this Agreement to be complied with, performed and
satisfied by the Buyer at or before the Closing shall have been complied with,
performed and satisfied in all material respects.
4.1.3. Proceedings
Satisfactory.
All
actions, proceedings, instruments and documents required to carry out this
Agreement or incidental hereto shall be reasonably satisfactory to the Seller
and its counsel.
4.2. Buyer’s
Conditions Precedent.
The
Buyer’s obligations hereunder are conditioned upon the following:
4.2.1. No
Litigation.
No
action or proceeding before a court or any other governmental agency or body
shall have been instituted or threatened to stay, restrain or prohibit the
consummation of the transactions contemplated hereby or to impose any remedy,
condition or restriction unacceptable to the Buyer in its sole
discretion.
4.2.2. Representations
and Warranties; Performance of Obligations.
All
representations and warranties of the Seller contained in this Agreement shall
be true and correct in all material respects as of the Closing Date with the
same force and effect as though made at and as of the Closing Date and all
of
the terms, covenants and conditions of this Agreement to be complied with,
performed and satisfied by the Seller at or before the Closing Date shall have
been complied with, performed and satisfied in all material
respects.
4.2.3. Proceedings
Satisfactory.
All
actions, proceedings, instruments and documents required to carry out this
Agreement or incidental hereto shall be reasonably satisfactory to the Buyer
and
its counsel.
4.2.4. Consents.
On or
prior to the Closing Date, the Buyer shall have been provided a copy of the
following in a form satisfactory to Buyer:
(a) Executed
written consent from Becton Xxxxxxxxx assigning, effective as of the Closing
Date, to Buyer that certain License Agreement between Becton Xxxxxxxxx and
Seller dated April 5, 2004 and confirming that any and all of Seller’s
obligations thereunder have been satisfied in full.
(b) Executed
written consent from Cedars Sinai Medical Center (i) assigning, effective as
of
the Closing Date, to Buyer that certain License Agreement between Cedars Sinai
Medical Center and Seller, dated June 29, 2001 and (ii) confirming that,
effective as of the Closing Date, any and all of Seller’s obligations under such
agreement, including without limitation Schedule D, have been satisfied in
full
and that Section 4.4 of such agreement is deleted in its entirety and shall
be
of no further force or effect.
(c) Executed
written consent from Cedars Sinai Medical Center assigning, effective as of
the
Closing Date, to Buyer that certain License Agreement between Cedars Sinai
Medical Center and Seller, dated August 1, 1999
and
confirming that any and all Seller’s obligations thereunder (other than
royalties arising after the Closing Date) have been satisfied in
full.
(d) Executed
written consent from Circe Biomedical, Inc. (fka X.X. Xxxxx & Co-Conn)
assigning, effective as of the Closing Date, to Buyer that certain Royalty
Agreement by and between Circe Biomedical, Inc. and Seller dated as of January
29, 1999 and confirming that any and all Seller’s obligations thereunder (other
than royalties arising after the Closing Date) have been satisfied in
full.
(e) Executed
assignment of inventions agreement by and between Xxxxx Xxxx and the Buyer
with
respect to the patent claims set forth on Schedule 1.1(a), and best efforts
to
obtain, within a reasonable period of time after the Closing, an executed
assignment of inventions agreement with Xxxxxxx Xxxxxxxx.
(f) Written
acknowledgement from RanD/Medtronic and Xxxxxx Xxxxxxx that all rights of Seller
in and to the HepatAssist hardware platform, including without limitation any
software and firmware contained therein or used in connection therewith, have
been transferred to Buyer and that RanD/Medtronic and Xxxxxx Xxxxxxx will use
good faith efforts to negotiate and enter into a written agreement with Buyer
promptly after the Closing Date to continue development of the HepatAssist
hardware and software platform on behalf of Buyer.
5. Confidentiality.
5.1. Each
party may disclose or may have disclosed (the “Disclosing
Party”)
to
another party (the “Receiving
Party”)
certain information that the Disclosing Party considers to be confidential
and/or proprietary, including, but not limited to, personally identifiable
information and data entered, the terms and conditions of this Agreement (except
as permitted in Section 9.3 below) technical processes and formulas, product
designs, customer lists, product and business plans, revenues, projections,
marketing and other data, sales, cost, accounting and other technical, business
and financial information, as well as information that the Disclosing Party
marks as confidential (collectively, “Confidential
Information”).
Notwithstanding the foregoing, Confidential Information does not include
information (i) already known by the Receiving Party without an obligation
of
confidentiality, (ii) publicly known or which becomes publicly known
through no omission or unauthorized act of the Receiving Party, (iii) rightfully
received from a third party without any obligation of confidentiality, or (iv)
independently developed by the Receiving Party without use of the Disclosing
Party’s Confidential Information.
5.2. The
Receiving Party shall make use of the Confidential Information only for the
purposes of this Agreement and shall protect the Disclosing Party’s Confidential
Information by using the same degree of care, but not less than a reasonable
degree of care, to prevent the unauthorized access, use, dissemination, or
publication of the Confidential Information as the Receiving Party uses to
protect its own Confidential Information of a like nature. The Receiving Party
shall disclose Confidential Information only (i) to those of its employees,
contractors, representatives and consultants with a need to know such
Confidential Information who have first agreed with the Receiving Party, either
as a condition of employment or engagement, or in order to obtain the
Confidential Information, to be bound by terms and conditions substantially
similar to those contained in this Section 4, (ii) as required by court order,
law or regulation or as requested by any regulatory agency or governmental
body
having jurisdiction over the Receiving Party, provided that prior to such
disclosure the Receiving Party shall provide prompt written notice to the
Disclosing Party sufficient to permit the Disclosing Party the opportunity
to
oppose the disclosure and the Receiving Party shall take all reasonable steps
available to maintain the Confidential Information in confidence, or (iii)
to
make appropriate disclosure regarding the tax treatment and tax structure of
the
transactions contemplated hereby.
5.3. All
Confidential Information shall remain the property of the Disclosing Party,
and
such Confidential Information and all copies thereof (if any), shall be promptly
returned to the Disclosing Party upon request or upon termination of this
Agreement or, at the Disclosing Party’s sole option, destroyed, in which case
the Disclosing Party shall be notified promptly in writing when its Confidential
Information has been destroyed. The furnishing of any Confidential Information
between the parties shall not constitute the granting of any right or license
to
use such Confidential Information.
5.4. The
obligations of the parties set forth in this Section 4 shall remain in effect
for three years after the date of this Agreement.
5.5. Notwithstanding
any other provision in this Section 4 to the contrary, the Buyer shall be
permitted after the Closing to use and disclose any Confidential Information
received from the Seller and included in the Acquired Assets to the extent
the
Buyer in its sole discretion determines that it is necessary or appropriate
to
use or disclose that Confidential Information in order to carry out any of
the
Buyer’s commercial activities through the use of any of the Acquired Assets.
6. Failure
to Pay the Contingent Cash Purchase Price.
If the
Buyer fails to pay to the Seller the Deferred Cash Purchase Price on or prior
to
the eighteen month anniversary of the Closing Date, then in addition to any
other remedies available to the Seller at law or in equity, the Seller shall
have the right to require the Buyer to re-convey the Acquired Assets to the
Seller to the Seller without the refund or return by the Seller of any portion
of the Purchase Price. Upon exercise of the foregoing right by the Seller,
the
Buyer shall execute and deliver to the Seller such instruments of conveyance
and
assignment and other documents, and shall take all other actions, as the Seller
and its counsel may deem reasonably necessary to vest in Seller the right,
title
and interest in and to the Acquired Assets. The Buyer and the Seller agree
that
the Seller would be damaged irreparably in the event that the provisions of
this
Section are not performed by the Buyer in accordance with its specific terms.
Accordingly, the Buyer and the Seller agree that, without posting bond or other
undertaking, the Seller will be entitled to an injunction or injunctions to
prevent breaches or violations of the provisions of this Section and to enforce
specifically the terms of this Section in any action instituted in any court
of
the United States or any state hereof having jurisdiction over the Parties
and
the matter in addition to any other remedy which it may be entitled, at law
or
in equity. The Buyer further agrees that, in the event of any action for
specific performance in respect of such breach or violation, it will not assert
the defense that a remedy at law would be adequate. Notwithstanding the
foregoing, the Buyer may withhold from the Deferred Cash Purchase Price payable
to Seller any amounts due or payable to Buyer under Section 3
(Indemnification).
7. Notices.
Any
notice or communication required or permitted to be delivered to any party
under
this Agreement shall be in writing and shall be deemed properly delivered,
given
and received when delivered (by hand, by registered mail, by courier or express
delivery service or by fax) to the address or fax number set forth beneath
the
name of such party below (or to such other address or fax number as such party
shall have specified in a written notice given to the other parties
hereto):
|
If
to the Seller:
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Xxxxxx
Systems, Inc.
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|
000
X. Xxx Xxx Xxxx., Xxxxx 000
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|
|
Xxxxxxxx,
XX00000
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|
|
Attn:
Xxxxx Xxxx, Interim President & CEO
|
|
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Fax: (000)
000-0000
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|
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With
a copy to:
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TroyGould
PC
|
|
0000
Xxxxxxx Xxxx Xxxx, 00xx Xxxxx
|
|
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Xxx
Xxxxxxx, XX 00000
|
|
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Attn: Xxxxxx
Xxxxx
|
|
|
Fax:
(000) 000-0000
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|
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If
to Buyer to:
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HepaLife
Technologies, Inc.
|
|
00
Xxxxx Xxxxxx, Xxxxx 000
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|
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Xxxxxx,
XX 00000
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|
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Attn:
Xxxxx Xxxxxxx, President, CEO & Chairman
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|
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Fax: 000-000-0000
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|
With
a copy to:
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Muto
Advisors P.C.
|
|
000
Xxxx Xxxxxx
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|
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Xxxxxxxxxxx,
XX 00000
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|
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Attn:
Xxxxxxxx Xxxx
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|
|
Fax:
(000) 000-0000
|
8. Termination,
Survival of Representations, Warranties and Covenants; Etc.
All
representations, warranties, covenants, agreements and indemnities contained
in
this Agreement shall survive for a period of twelve (12) months following the
date of the Closing. In no event shall the liability of the Seller for breaches
of representations, warranties and covenants hereunder exceed an aggregate
amount equal to the cash portion of the Purchase Price actually received by
the
Seller. Any claim for any breach or violation of any representation, warranty
or
covenant herein or otherwise relating hereto (other than any claim under Section
5 or any claim regarding the payment of the Deferred Cash Purchase Price) must
be made, if at all, on or prior to the date which is twelve (12) months after
the Closing Date or it shall be thereafter barred.
9. Miscellaneous.
9.1. Governing
Law; Jurisdiction.
This
Agreement was executed in, and the transactions contemplated by and the
provisions of this Agreement shall be governed by and construed in accordance
with the laws of The Commonwealth of Massachusetts without giving effect to
the
conflict of laws provisions thereof; and both parties consent to the
jurisdiction of the state and federal courts sitting in
Massachusetts.
9.2. Expenses.
Each
party to this Agreement shall be responsible for its own expenses incurred
in
connection with this Agreement and the transactions contemplated hereby and
Buyer shall be responsible for (a) all filing and recordation fees relating
to
the transfer of the Acquired Assets hereunder; and (b) all fees, costs and
expenses relating to the shipment, transfer or delivery of all tangible assets
included in the Acquired Assets from their respective locations on the Closing
Date to such location or locations as Buyer may determine.
9.3. Publicity;
SEC Filings.
Each
Party may issue a press release announcing the execution of this Agreement
and
the proposed transaction. Each party shall provide a draft of such press release
to the other Party no less than 24 hours before the issuance of such press
release. If required by the rules and regulations of the SEC, either Party
hereto may publicly disclose the existence of this Agreement and the terms
hereof in a current report or a periodic report filed with the SEC, provided
that the filing party shall provide the other party with a draft copy of the
report no less than 24 hours before the anticipated filing date. In the event
that a Party intends to issue a press release or files a report with the SEC
regarding this Agreement and the transactions contemplated hereby, the filing
party shall duly consider the comments of the other party.
9.4. Entire
Agreement; Third Party Beneficiaries; Assignment; Etc.
This
Agreement, including all exhibits and schedules attached hereto, constitutes
and
contains the entire agreement of the Parties and supersedes any and all prior
negotiations, correspondence, understandings and agreements between the Parties
respecting the subject matter hereof. This Agreement is not intended to confer
upon any person other than the Parties to this Agreement any rights or remedies.
The Buyer may not assign its rights or obligations under this Agreement without
the prior written consent of the Seller (not to be unreasonably withheld),
and
the Seller may not assign its rights or obligations under this Agreement without
the prior consent of the Buyer (not to be unreasonably withheld); provided,
however, that the Seller may assign, distribute or otherwise transfer its rights
relating to the Note and the Deferred Cash Purchase Price without the consent
of
the Buyer; and provided, further that any person or entity that acquires the
Buyer or all or substantially all of the Acquired Assets after the Closing
Date
must agree in writing to assume the obligation to pay the Deferred Cash Purchase
Price as if such person or entity were substituted for the Buyer therein (but
no
such assignment and assumption shall relieve the Buyer of such obligation
without the Seller’s written consent). In addition, the Buyer shall be permitted
to assign and transfer the Acquired Assets to a wholly-owned subsidiary of
the
Buyer, provided, however, that such assignee shall agree with the Seller, in
writing, to assume the obligations of the Buyer hereunder on a joint and several
basis and the Buyer shall not thereby be relieved of its obligations
hereunder.
9.5. No
Liability of Officers and Directors.
The
parties hereto acknowledge that the individuals executing this Agreement on
behalf of the Seller and the Buyer do so on behalf of such entities and not
in
their individual capacities. As such no officer, director, employee or agent
of
the Seller or the Buyer shall have any liability hereunder.
9.6. Counterparts.
This
Agreement may be executed in two or more counterparts and shall be effective
when each party has executed at least one of the counterparts even though all
Parties have not executed the same counterpart. The Parties may execute this
Agreement and all other agreements, certificates, instruments and other
documents contemplated by this Agreement and exchange on the Closing Date
counterparts of such documents by means of facsimile transmission and the
Parties agree that the receipt of such executed counterparts shall be binding
on
such Parties and shall be construed as originals. After the Closing the Parties
shall promptly exchange original versions of this Agreement and all other
agreements, certificates, instruments and other documents contemplated by this
Agreement that were executed and exchanged by facsimile transmission pursuant
to
this Section.
9.7. Other
Prospective Purchasers.
Buyer
shall not incur any liability in connection with the transactions contemplated
by this Agreement to any other person with whom Seller, or its agents or
representatives, have had negotiations or discussions regarding any potential
merger, sale or exchange of capital stock or other business combination
involving the Seller or any proposal or offer to acquire in any manner a
substantial equity interest in the Seller or all or a substantial portion of
the
assets of the Seller.
9.8. Further
Actions.
From
time to time, as and when requested by any party hereto, each other Party shall
execute and deliver, or cause to be executed and delivered, such documents
and
instruments and shall take, or cause to be taken, such further or other actions
as the requesting party may reasonably deem necessary or desirable to carry
out
the intent and purposes of this Agreement, to transfer, assign and deliver
the
Acquired Assets to the Buyer effective as of the Closing Date (or to evidence
the foregoing) and to consummate and give effect to the other transactions,
covenants and agreements contemplated hereby. The Seller acknowledges and agrees
that from and after the Closing Date, Buyer shall be entitled to possession
of
all documents, books, records, agreements and financial data of any sort
relating to the Acquired Assets. Without limiting the generality of the
foregoing, the Seller and the Buyer shall cooperate fully with each other after
the Closing Date so that each party has access to the business records,
contracts and other information existing as of the Closing Date and relating
in
any manner to the Acquired Assets. No files, books or records existing as of
the
Closing Date and relating in any manner to the Acquired Assets shall be
destroyed by any party for a period of 3 years after the Closing Date
without giving the other party at least 30 days’ prior written notice,
during which time such other party shall have the right to examine and to remove
any such files, books and records prior to their destruction. The access to
files, books and records contemplated herein shall be during normal business
hours and upon not less than 2 days’ prior written request, shall be
subject to such reasonable limitations as the party having custody or control
thereof may impose to preserve the confidentiality of information contained
therein and shall not extend to material subject to a claim of privilege unless
expressly waived by the party entitled to claim the same.
9.9. Attorneys
Fees.
If
either party shall commence an action or proceeding to enforce any provisions
of
this Agreement, then the prevailing party in such action or proceeding shall
be
reimbursed by the other party for its reasonable attorneys’ fees and other costs
and expenses incurred in the investigation, preparation and prosecution of
such
action or proceeding.
IN
WITNESS WHEREOF, this Agreement has been executed under seal as of the date
first written above.
|
SELLER:
|
XXXXXX
SYSTEMS, INC.
|
||
|
By:
|
/s/ XXXXX XXXX
|
||
|
Name:
Xxxxx Xxxx
|
|||
|
Title:
Interim President and Interim Chief Executive Officer
|
|||
|
BUYER:
|
HEPALIFE
TECHNOLOGIES, INC.
|
||
|
By:
|
/s/ XXXXX MENLER
|
||
|
Name:
Xxxxx Xxxxxxx
|
|||
|
Title:
President, Chief Executive Officer and
Chairman
|
|||
