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EXHIBIT 10.39
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is entered into effective
as of the 2nd day of November, 1994, by and between Xxxxxxxxx X. Xxxx, Ph.D.
("Employee") and Biovensa Inc., a Delaware corporation (the "Company").
WHEREAS, the Company desires to employ Employee, and Employee desires
to become employed by the Company, on the terms hereinafter set forth.
NOW, THEREFORE, in consideration for the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1
DUTIES
1.1 DUTIES. During the term of this Agreement, the Company agrees
to employ Employee as Executive Vice President and Chief Scientific Officer of
the Company, and as a member of the Board of Directors of the Company (the
"Board"), and Employee agrees to serve the Company in such capacities as the
President of the Company may direct, all upon the terms and subject to the
conditions set forth in this Agreement.
1.2 EXTENT OF DUTIES. Subject to Employee engaging from time to
time in activities permitted under Section 5.2 hereof, Employee shall devote
his full-time business time, energy and skill to the affairs of the Company as
reasonably necessary to discharge his duties hereunder. The discharge of duties
hereunder shall be Employee's primary occupation. All other activities
permitted under Section 5.2 shall be secondary and shall be limited at all
times so as not to interfere in any material respect with the discharge of
Employee's duties hereunder.
ARTICLE 2
TERM OF EMPLOYMENT
The term of this Agreement shall commence on the date hereof and
continue for a period of four years, subject to earlier termination as
hereinafter provided.
ARTICLE 3
COMPENSATION
3.1 ANNUAL BASE COMPENSATION. As compensation for services
rendered under this Agreement, Employee shall be entitled to receive from
Company an annual base salary of $160,000 (before standard deductions) during
the first year of this Agreement. Employee's annual base salary shall be
subject to review and adjustment by the Board on an annual basis. Employee's
annual base salary shall be payable at regular intervals (at least monthly) in
accordance with the prevailing practice and policy of the Company.
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3.2 INCENTIVE BONUS. As additional compensation for services
rendered under this Agreement, Employee shall be entitled to an annual
incentive bonus if earned. Within 60 days after the date of this Agreement and
within 60 days after each anniversary of this Agreement during the term of this
Agreement, the Employee and the Board shall cooperate to establish performance
milestones for Employee's annual incentive bonus for the period ending on the
next anniversary of this Agreement. Employee's annual incentive bonus shall be
paid within 60 days after each anniversary of this Agreement.
3.3 STOCK OPTION. As additional compensation for services
rendered under this Agreement, the Company shall grant to Employee an option to
acquire up to a certain number of shares of common stock ("Common Stock") of
the Company. The exercise price of the option shall be equal to the Common
Stock equivalent purchase price per share of equity securities (anticipated to
be preferred stock) issued by the Company pursuant to its initial private
placement or other offering which results in gross proceeds to the Company in
excess of $3 million. The number of shares of Common Stock covered by the
option shall be equal to $100,000 divided by the Common Stock equivalent
purchase price per share applicable to such offering (for example, if the
private placement price is $1.50 per share, Employee would receive an option to
acquire up to 66,667 shares). The option shall vest over four years as
follows: 25% on the first anniversary of this Agreement, 25% on the second
anniversary of this Agreement, 25% on the third anniversary of this Agreement,
and 25% on the fourth anniversary of this Agreement. All options must be
exercised upon the later of (i) the fifth year anniversary of this Agreement,
(ii) one year subsequent to the termination of employment, for any reason, from
the Company, or (iii) one year subsequent to the termination of the "lock-up
period" that is negotiated by the Company and its underwriters in connection
with an initial public offering of the Company's Common Stock (the "Option
Term"). The option will be granted as an incentive stock option within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended. The
option will be granted contemporaneously with the completion of such initial
private placement or other offering pursuant to a separate instrument which
shall make reference to the provisions of this Agreement. Employee shall also
be entitled to such performance-based options as the Board may from time to
time grant to the executive officers of the Company.
3.4 OTHER BENEFITS. Employee shall, in addition to the
compensation provided for herein, be entitled to the following additional
benefits:
(a) MEDICAL, HEALTH AND DISABILITY BENEFITS. Employee
shall be entitled to receive all medical, health and disability
benefits that may, from time to time, be provided by the Company to its
executive officers.
(b) OTHER BENEFITS. Employee shall also be entitled to
receive any other benefits that may, from time to time, be provided by
the Company to all employees of Company as a group, or all executive
officers of the Company as a group, including any life insurance,
profit sharing, 401(k) or retirement benefits.
(c) VACATION PAY. Employee shall be entitled to an annual
vacation as determined in accordance with the prevailing practice and
policy of the Company.
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(d) HOLIDAYS. Employee shall be entitled to holidays in
accordance with the prevailing practice and policy of the Company.
(e) REIMBURSEMENT OF EXPENSES. The Company shall
reimburse Employee for all expenses reasonably incurred by Employee on
behalf of the Company in accordance with the prevailing practice and
policy of the Company.
ARTICLE 4
TERMINATION
4.1 TERMINATION BY THE COMPANY WITHOUT CAUSE. Subject to the
provisions of this Section , this Agreement may be terminated by the Company
without cause upon 30 days prior written notice thereof given to Employee. In
the event of termination pursuant to this Section , the Company shall pay
Employee, within 15 days of such termination, (a) his base salary earned pro
rata to the date of such termination, plus (b) a lump-sum payment equal to one
full year of his then effective annual base salary under Section (unless
Employee makes an election under Section 4.5(a)(ii) to receive limited
accelerated vesting of his stock option in lieu of a lump-sum payment under
clause (b) above).
4.2 TERMINATION BY THE COMPANY FOR CAUSE. The Company may
terminate this Agreement at any time if such termination is for "cause" (as
defined below), by delivering to Employee written notice describing the cause
of termination 30 days before the date of such termination. In the event the
employment of Employee is terminated for "cause", Employee shall be entitled
only to his base salary earned pro rata to the date of such termination. The
determination of whether Employee shall be terminated for "cause" shall be made
by the Board, in the reasonable exercise of its business judgment, and shall be
limited to the occurrence of the following events:
(a) Conviction of or a plea of nolo contendere to the
charge of a felony (which, through lapse of time or otherwise, is not
subject to appeal);
(b) Failure (without proper legal cause) to perform in a
reasonably satisfactory manner, or negligence in performing, Employee's
material duties and responsibilities hereunder as determined by the
President of the Company in the exercise of his reasonable judgment,
provided that a written warning is given to Employee by the Company and
such non-performance or negligence continues seven days thereafter;
(c) Gross negligence in performing Employee's material
duties and responsibilities under this Agreement which are within
Employee's job responsibilities hereunder;
(d) Breach of fiduciary duty to the Company;
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(e) Except with respect to limited activities permitted
under Section 1.2, the unauthorized absence of Employee from work
(other than for sick leave or disability) for a period of three working
days or more during any period of 30 working days during the term of
this Agreement; or
(f) Breach of any material obligation of Employee under
the provisions of Article 5 hereof, provided that written notice
thereof is given to Employee by the Company and such breach continues
seven days thereafter.
4.3 TERMINATION UPON DEATH OR PERMANENT DISABILITY. In the event
that Employee dies, this Agreement shall terminate upon the Employee's death.
Likewise, if the Employee becomes unable to perform the essential functions of
his duties hereunder, with or without reasonable accommodation, on account of
illness, disability or other reason whatsoever for a period of more than 15
consecutive or nonconsecutive days in any six-month period, this Agreement
shall thereupon terminate. In the event of termination pursuant to this
Section 4.3, Employee (or his legal representatives) shall be entitled only to
his base salary earned pro rata to the date of such termination.
4.4 VOLUNTARY TERMINATION BY EMPLOYEE. Employee may terminate
this Agreement at any time upon delivering 30 days written notice of
resignation to the Company. In the event of such voluntary termination,
Employee shall be entitled to his base salary earned pro rata to the date of
his resignation. On or after the date the Company receives notice of
Employee's resignation, the Company may, at its option, pay Employee his base
salary through the effective date of his resignation and terminate his
employment immediately.
4.5 STOCK OPTIONS. The stock option issued to Employee pursuant
to Section 3.3 hereof will be issued pursuant to the Company's stock option
plan (the "Plan") to be adopted for key employees of the Company. The
instrument evidencing the granting of such option to Employee shall expressly
incorporate, and the Company covenants that the Plan shall permit, the
following rights which Employee shall have relating to termination of this
Agreement pursuant to the provisions of Article 4:
(a) In the event of termination by the Company without
cause under Section 4.1, (i) outstanding stock options held by Employee which
are then vested shall remain exercisable for the Option Term, (ii) if, within
10 days of such termination, Employee notifies the Company that he is making an
election under this Section 4.5(a)(ii), outstanding stock options held by
Employee which would vest within one year from the date of termination shall
automatically become vested and shall remain exercisable for the Option Term
(such limited accelerated vesting being in lieu of the lump-sum payment under
clause (b) of Section 4.1), and (iii) after giving effect to any accelerated
vesting under clause (ii) above, any then unvested portion of Employee's
outstanding stock options shall lapse.
(b) In event of termination by the Company for "cause"
under Section 4.2, upon death or disability under Section 4.3 or by Employee
pursuant to a voluntary resignation under Section 4.4, (i) any portion of
Employee's outstanding stock options which are vested as of the date of
termination shall remain exercisable for the Option Term and (ii) any then
unvested portion of Employee's outstanding stock options shall lapse.
4.6 STOCK REPURCHASE RIGHT.
(a) Within 30 days after the date of full execution of
this Agreement, Employee will purchase, and the Company will sell to Employee,
480,000 shares (the "Shares") of Common
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Stock of the Company, representing 6% of the total outstanding shares of Common
Stock, for $48,000 or $.10 per share. The purchase price will be paid $28,000
in cash and the balance pursuant to a Promissory Note dated as of the date of
issuance (the "Note"), executed by Employee and payable to the order of the
Company, in the stated principal amount of $20,000. The Note will bear
interest at a rate of 8% simple interest (i.e. not compounded) and will be
payable in quarterly installments based upon a 10-year amortization schedule
and will mature on the fourth anniversary of this Agreement. The Note shall be
secured by a pledge of that number of Shares as is determined by dividing the
outstanding principal balance of the Note by the per share purchase price of
the Shares (e.g. if the Note balance is $20,000, the number of Shares pledged
would be 200,000), with a mechanism for partial releases of pledged shares to
reflect reductions in the unpaid balance of the Note on the same basis.
(b) In event that, prior to the fourth anniversary of this
Agreement, this Agreement is terminated by the Company for "cause" under
Section 4.2 or by Employee pursuant to a voluntary resignation under Section
4.4, the Company shall have the option, exercisable in its sole discretion, to
repurchase the Shares on the following terms:
(i) pursuant to the Company's option hereunder,
the Company shall be entitled to purchase (A) up to 100% of the Shares
if such termination occurs on or before the first anniversary of this
Agreement; (B) up to 75% of the Shares if such termination occurs after
the first anniversary of this Agreement and on or before the second
anniversary of this Agreement; (C) up to 50% of the Shares if such
termination occurs after the second anniversary of this Agreement and
on or before the third anniversary of this Agreement; and (D) up to 25%
of the Shares if such termination occurs before the fourth anniversary
of this Agreement;
(ii) such option shall be exercisable by the
Company within 30 days after the date of termination, by the Company
giving Employee written notice of exercise of the option, which notice
shall specify the number of Shares which the Company elects to
purchase;
(iii) unless exercised in accordance with clause
(ii) above, the option shall lapse on the 30th day after the date of
termination;
(iv) the closing of any purchase of Shares
pursuant to this Section shall occur within 30 days after notice of
exercise of the option is given by the Company to Employee;
(v) at closing, the Company shall pay to
Employee a purchase price equal to $.10 per Share purchased by the
Company plus simple interest (i.e. not compounded) on the total amount
of the purchase price from the date hereof through the date of purchase
at 8%, and Employee shall deliver to the Company one or more
certificates representing the number of Shares purchased by the
Company, duly endorsed by Employee for transfer or accompanied by a
stock power executed by Employee; and
(vi) if at the time of closing the Note has not
been paid in full (whether principal and/or accrued, unpaid interest),
the purchase price to be paid by the Company
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shall be paid by satisfaction of Employee's next accruing obligations
under the Note and the balance, if any, shall be paid in cash; and if
at the time of closing the Note has been paid in full, the purchase
price shall be paid in cash;
(vii) any balance of the Note remaining unpaid
after closing shall be immediately repaid in full by Employee.
(d) In the event of termination by the Company without
cause under Section 4.1 or upon death or disability under Section 4.3, the
Shares shall not be subject to any repurchase right by the Company hereunder.
4.7 EXCLUSIVITY OF TERMINATION PROVISIONS. The termination
provisions of this Agreement regarding the parties' respective obligations in
the event Employee's employment is terminated, are intended to be exclusive and
in lieu of any other rights or remedies to which Employee or the Company may
otherwise be entitled at law, in equity or otherwise. It is also agreed that,
although the personnel policies and fringe benefit programs of the Company may
be unilaterally modified from time to time, the termination provisions of this
Agreement are not subject to modification, whether orally, impliedly or in
writing, unless any such modification is mutually agreed upon and signed by the
parties.
ARTICLE 5
CONFIDENTIALITY AND NON-COMPETITION
5.1 CONFIDENTIALITY.
(a) Employee acknowledges that the Company has a
proprietary interest in maintaining the confidentiality of Confidential
Information (defined below), and Employees shall not, during the term of this
Agreement and for three years after the termination of this Agreement, disclose
any Confidential Information to any third party or use any Confidential
Information for his benefit or for the benefit of any third party; provided
that the foregoing is not intended to restrict disclosures in the course of
employment under this Agreement and in furtherance of the business of the
Company; provided further that Employee nonetheless agrees to abide by the
terms of any confidentiality agreement entered into by the Company with third
parties which extend beyond said three-year term of the foregoing
confidentiality.
(b) For the purposes of this Agreement, "Confidential
Information" means all information which is learned or developed by Employee in
the course and performance of his duties under this Agreement, including
without limitation, reports, laboratory notebooks, information and data
relating to the Company's drug development or manufacturing activities,
excluding in any event, however, information which:
(i) at the time of disclosure, is, or, after
disclosure, becomes generally known or available to the public other
than as a consequence of Employee's breach of this Agreement;
(ii) was known or otherwise available to Employee
prior to the disclosure by the Company;
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(iii) disclosed by a third party to Employee after
the disclosure by the Company if such third party's disclosure neither
violates any obligation of the third party to the Company nor is a
consequence of Employee's breach of this Agreement;
(iv) is required to be disclosed under the terms
of a subpoena or order issued by a court of competent jurisdiction or
by a governmental body, provided that Employee shall immediately notify
the Company of the existence, terms and circumstances surrounding such
required disclosure so that it may seek an appropriate protective
order; or
(v) the Company authorizes for release.
5.2 NON-COMPETITION.
(a) During the term of this Agreement, Employee shall not
engage, anywhere in the world, whether directly or indirectly, as principal,
owner, officer, director, agent, employee, consultant or partner, in (i)
development of any compounds or drugs for use in the treatment of cancer
("Restricted Development Work"), or (ii) manufacture of compounds or drugs for
use in the treatment of cancer ("Restricted Manufacturing", and together with
Restricted Development Work, "Restricted Activities"), provided that the
foregoing shall not restrict Employee from engaging in any Restricted
Activities which the Company directs Employee to undertake or which the Company
are otherwise expressly authorizes. As used throughout this Section 5.2, the
phrase "use in the treatment of cancer" shall exclude use in the diagnosis of
cancer. The foregoing shall not restrict Employee from (A) providing
consulting services to a company which, as part of its diversified business, is
engaged in Restricted Activities, provided that the part of such company's
business in which Employee provides consulting services does not involve any
Restricted Activities; or (B) owning less than 5% of the outstanding capital
stock of any company which engages in Restricted Activities, provided that
Employee is not otherwise involved with such company as an officer, director,
agent, employee or consultant.
(b) Notwithstanding the foregoing, during the term of this
Agreement, Employee and the Company stipulate the following special agreements:
(i) Employee is the owner and chief executive
officer of Lipitek International, Inc. ("Lipitek"), which engages in
(A) manufacture of specialty compounds and drugs, and (B) research to
identify potential new compounds or drugs for development.
(ii) As to manufacturing, Employee agrees that,
during the term of this Agreement, he will not permit Lipitek to engage
in Restricted Manufacturing, except that: (A) at the Company's
request, Lipitek may engage in Restricted Manufacturing for the
manufacture of compounds or drugs for use by the Company in its
development work, and (B) Lipitek may engage in Restricted
Manufacturing if (x) Lipitek first refers such manufacturing work to
the Company, (y) the Company does not undertake such manufacturing
work, and (z) the Company expressly authorizes Lipitek to undertake
such manufacturing, which authorization will not be unreasonably
withheld.
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(iii) As to research, Lipitek may conduct such
research as it deems appropriate, subject to restrictions expressly
agreed between Employee and the Company pursuant to a side letter of
even date herewith.
(iv) Subject to Employee's continuing compliance
with the provisions of Section 1.2 and Section 5.2(a), Employee may be
a principal, owner, officer, director, agent, consultant or partner, of
any corporation, partnership or other entity.
(c) The foregoing provisions of this Section 5.2 shall not
be held invalid because of the scope of the territory covered, the actions
restricted thereby, or the period of time such covenant is operative. Any
dispute under this Section shall be subject to arbitration under Article 7
hereof.
5.3 REMEDIES. In the event of a breach or threatened breach by
the Employee of Section 5.1 or 5.2 hereof, the Company shall be entitled to a
temporary restraining order and an injunction restraining the Employee from the
commission of such breach. Nothing herein shall be construed as prohibiting
the Company from pursuing any other remedies available to it for such breach or
threatened breach, including the recovery of money damages.
ARTICLE 6
PROPRIETARY PROPERTY ASSIGNMENT
6.1 OWNERSHIP. All notes, reference materials, sketches,
diagrams, reproductions, memoranda, documentation and records incorporating or
reflecting any Confidential Information shall belong exclusively to the Company
and shall be delivered to the Company upon termination of Employee's employment
with the Company, for whatever reason said termination occurs. All inventions,
improvements, ideas or discoveries made or conceived by Employee in the course
of performance Employee's duties hereunder for the Company, whether patentable
or unpatentable, or for which equipment, supplies or facilities of the Company
are used (excluding uses of equipment, supplies or facilities of the Company in
the performance of contracts with Lipitek or its customers), or which is
derived from trade secrets owned by the Company, during the term of this
Agreement ("Proprietary Property") shall be the sole property of the Company
and shall be promptly reported both orally and in writing to the Company.
6.2 COOPERATION. Employee, without charge to the Company, shall
execute, acknowledge and deliver to the Company all such further papers,
including applications for patents or copyrights, the expense of which is to be
borne by the Company, as may be necessary to enable the Company to protect said
Proprietary Property by patent, copyright or otherwise, in any and all
countries, and to vest title to said Proprietary Property in the Company or its
nominees (and their successors or assigns) and to maintain and enforce such
protection; and further Employee shall render all such assistance (with
reasonable compensation for Employee's time at all times after the termination
of this Agreement) as may be reasonably necessary to perfect or protect any
such patent or copyright.
6.3 EXCLUSION. Neither the Company nor any of its related
institutions shall have any claim or right to intellectual property or other
matters relating or arising from activities of Employee with Lipitek, and they
specifically release Employee, his heirs, successors and assigns
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from all rights, titles and interest to Lipitek and the activities of Employee
performed in connection therewith. However, the foregoing exclusion shall not
apply with respect to the relative rights of the parties to intellectual
property which is (i) associated with any molecule, compound or drug with
respect to which Lipitek undertakes any Restricted Activities not permitted
under Section 5.2 hereof or (ii) the subject of a separate written agreement
between the parties addressing the intellectual property rights of the parties
(such as a manufacturing contract between the Company and Lipitek).
ARTICLE 7
ARBITRATION
Any controversy of any nature whatsoever, including but not limited to
tort claims or contract disputes, between the parties to this Agreement or
between the Employee, his heirs, executors, administrators, legal
representatives, successors, and assigns and the Company and its affiliates,
arising out of or related to the Employee's employment with the Company, any
resignation from or termination of such employment and/or the terms and
conditions of this Agreement, including the implementation, applicability and
interpretation thereof, shall, upon the written request of one party served
upon the other, be submitted to and settled by arbitration in accordance with
the provisions of the Federal Arbitration Act, 9 U.S.C. Sections 1-15, as
amended. Each of the parties to this Agreement shall appoint one person as an
arbitrator to hear and determine such disputes, and if they should be unable to
agree, then the two arbitrators shall choose a third arbitrator from a panel
made up of experienced arbitrators selected pursuant to the procedures of the
American Arbitration Association (the "AAA") and, once chosen, the third
arbitrator's decision (which shall be in writing and issued to each party)
shall be final, binding and conclusive upon the parties to this Agreement.
Each party shall be responsible for the fees and expenses of its arbitrator and
the fees and expenses of the third arbitrator shall be shared equally by the
parties. The terms of the commercial arbitration rules of AAA shall apply
except to the extent they conflict with the provisions of this paragraph. It
is further agreed that any of the parties hereto may petition the United States
District Court for the Western District of Texas, San Antonio Division, for a
judgment to be entered upon any award entered through such arbitration
proceedings.
ARTICLE 8
MISCELLANEOUS
8.1 MODIFICATION; AMENDMENT; WAIVER. No modification, amendment
or waiver of any provisions of this Agreement shall be effective unless
approved in writing by both parties. The failure at any time to enforce any of
the provisions of this Agreement shall in no way be construed as a waiver of
such provisions and shall not affect the right of either party thereafter to
enforce each and every provision hereof in accordance with its terms.
8.2 SEVERABILITY. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be held to
be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.
8.3 ASSIGNMENT. The rights and obligations of the parties under
this Agreement shall be binding upon and inure to the benefit of their
respective successors, assigns, executors,
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administrators and heirs, provided, however, that neither the Company nor
Employee any assign any rights, duties or obligations under this Agreement
without the prior written consent of the other.
8.4 NOTICES. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if delivered
personally, mailed by certified mail (return receipt requested) or sent by
reputable overnight delivery service, cable, telegram, facsimile transmission
or telex to the parties at the following addresses or at such other addresses
as shall be specified by the parties by like notice:
If to the Company: Biovensa Inc.
00000 Xxxxxxx Xxxxx
Xxx Xxxxxxx, Xxxxx 00000
Attention: President
If to the Employee: Xxxxxxxxx X. Xxxx, Ph.D.
00000 Xxx Xxxx Xxxx
Xxx Xxxxxxx, Xxxxx 00000
8.5 COMPLETE AGREEMENT. This Agreement constitutes the entire
agreement between the parties and cancels and supersedes all other agreements
between the parties which may have related to the subject matter contained in
this Agreement.
8.6 GOVERNING LAW. This Agreement and performance under it, and
all proceedings that may ensue from its breach, shall be construed in
accordance with and under the laws of the State of Texas.
8.7 IRS CONTINGENCY. This Agreement is conditioned on the
issuance of a private letter ruling by the U.S. Internal Revenue Service to
Cancer Therapy and Research Foundation of South Texas ("CTRF") and/or CTRC
Research Foundation ("CTRCRF") that this Agreement is fair and reasonable and
does not provide excessive compensation to Employee for the services and other
contributions to be made by Employee hereunder. This Agreement is additionally
conditioned on a similar favorable opinion by the outside auditors for CTRF and
CTRCRF. Further, the parties agree that CTRF and/or CTRCRF shall have the
option to obtain a "fairness opinion" of a consultant of their choice and at
their expense, in addition to their outside auditor, and that should CTRF or
CTRCRF exercise their option to obtain such an opinion, then this Agreement is
further conditioned on that opinion being that this Agreement is fair and
reasonable and does not provide excessive compensation for the services and
other contributions to be made by Employee hereunder. Should the IRS, the
outside auditor for CTRF or CTRCRF, or the consultant retained by CTRF or
CTRCRF determine that this Agreement provides excessive compensation, then the
parties agree to modify same in order to satisfy any fairness requirements.
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IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the day and year indicated above.
BIOVENSA INC.
By /s/ XXXXXXX X. LOVE
--------------------------------------
Xxxxxxx X. Love,
President and CEO
/s/ XXXXXXXXX X. XXXX
--------------------------------------
Xxxxxxxxx X. Xxxx, Ph.D.
