Exhibit 6.4
CONTRIBUTION AGREEMENT
This Contribution Agreement (this "Agreement"), made as of this 10th day
of October 2006, by and between Sentigen Holding Corp., a Delaware corporation
("Sentigen"), and Sentisearch, Inc., a Delaware corporation and as of the date
hereof, a wholly-owned subsidiary of Sentigen ("SentiSearch"). Capitalized terms
used herein and not defined shall have the same meanings as set forth in that
certain Separation and Distribution Agreement between Sentigen and SentiSearch,
dated as of the date hereof (the "Distribution Agreement")
WHEREAS, Sentigen is a party to an Agreement and Plan of Merger, dated
August 31, 2006 (the "Merger Agreement"), with Invitrogen Corporation
("Invitrogen") and Arctic Fox Acquisition Corporation, a wholly-owned subsidiary
of Invitrogen ("Merger Sub");
WHEREAS, pursuant to the terms of the Merger Agreement, Sentigen will
merge with and into Merger Sub and following the merger will be the surviving
corporation and a wholly-owned subsidiary of Invitrogen (the "Merger");
WHEREAS, Invitrogen does not desire to acquire the Olfaction Assets and
the board of directors of Sentigen has determined that it is appropriate and
desirable for Sentigen to separate the Olfaction Assets from Sentigen prior to
the consummation of the Merger;
WHEREAS, in connection with the separation of the Olfaction Assets from
Sentigen, Sentigen desires to contribute, assign or otherwise transfer, and to
cause its subsidiaries to contribute, assign or otherwise transfer, to
SentiSearch the Olfaction Assets and the Olfaction Liabilities provided,
however, that the Olfaction Assets and the Olfaction Liabilities shall not
include (and SentiSearch shall not be responsible for) any of the Excluded
Liabilities (the "Contribution");
WHEREAS, after the Contribution and prior to the Merger, Sentigen intends
to divest all of its ownership interests in SentiSearch through a distribution
of outstanding shares of SentiSearch common stock to the holders of common stock
of Sentigen, without any consideration being paid by Sentigen's stockholders,
pursuant to the terms and subject to the conditions of the Distribution
Agreement (the "Distribution") and, in connection with the Distribution,
Sentigen will contribute to the capital of SentiSearch $250,000;
WHEREAS, Sentigen desires to make the Contribution to SentiSearch, and
SentiSearch desires to accept the Contribution, all on the terms and conditions
stated herein; and
WHEREAS, it is appropriate and desirable to set forth the principal
corporate transactions required to effect the Contribution, the Distribution and
certain other agreements.
NOW, THEREFORE, in consideration of the mutual obligations and duties of
the parties hereto and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
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1. Contribution. On the basis of the representations and agreements
contained herein, Sentigen hereby contributes to SentiSearch, and SentiSearch
hereby accepts Sentigen's contribution of, the Olfaction Assets and Olfaction
Liabilities. Sentigen represents and warrants that Sentigen is hereby conveying
to SentiSearch all of its right, title and interest in and to the assets
included in the Olfaction Assets.
2. Instruments of Conveyance. In furtherance of the Contribution, on or
before the effective date of the Distribution, (i) Sentigen shall execute and
deliver, and shall cause its subsidiaries to execute and deliver, bills of sale,
assignments of contracts, patent assignments, contribution agreements and other
instruments of contribution, transfer, conveyance and assignment as and to the
extent necessary to evidence the contribution, transfer, conveyance and
assignment of all of Sentigen's and its subsidiaries' right, title and interest
in and to the Olfaction Assets to SentiSearch, and (ii) SentiSearch shall
execute and deliver such assumptions of contracts and other instruments of
assumption as and to the extent necessary to evidence the valid and effective
assumption of the Olfaction Liabilities by SentiSearch.
3. Further Assurances. From time to time, as and when reasonably requested
by either of the parties hereto, the 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 may be necessary or
appropriate to carry out the purposes of this Agreement.
4. Miscellaneous. This Agreement, the Distribution Agreement and the
Transaction Documents (i) constitute the entire agreement between the parties
with respect to the subject matter hereof and supercedes any previous
arrangements relating thereto; (ii) may be executed in any number of
counterparts, each of which shall be deemed an original instrument, but all of
which together shall constitute one and the same Agreement; (iii) shall be
construed in accordance with, and governed by, the laws of the State of New York
(other than the conflicts of laws provisions thereof); and (iv) may not be
amended or terminated, nor may any right hereunder be waived, except by an
instrument in writing executed by both parties hereto.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
SENTIGEN HOLDING CORP.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: President and Chief Executive Officer
SENTISEARCH, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Chief Executive Officer
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