Exhibit 4.3
REGISTRATION AGREEMENT
THIS AGREEMENT dated as of October 18, 1995 is made between HealthGate
Data Corp. (formerly known as Medical Data Interface Design, Inc.), a Delaware
corporation (the "Company"), and Xxxxxxx Research Corporation (the "Purchaser").
WHEREAS, the Company and the Purchaser have entered into a Purchase
Agreement of even date herewith (the "Purchase Agreement"); and
WHEREAS, the Company and the Purchaser desire to provide for certain
arrangements with respect to the registration of shares of capital stock of the
Company under the Securities Act of 1933;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the parties hereto agree as follows:
1. DEMAND REGISTRATIONS.
(a) REQUESTS FOR REGISTRATION. At any time commencing six
months after the closing of a public offering of the Company's Common Stock
pursuant to a registration statement filed under the Securities Act, the holders
of at least 40% of the Registrable Securities may request registration under the
Securities Act of all or part of their Registrable Securities on Form S-1 or any
similar or successor long-form registration ("Long-Form Registrations"), and the
holders of at least 25% of the Registrable Securities may request registration
under the Securities Act of all or part of their Registrable Securities on Form
S-3 or any similar or successor short-form registration ("Short-Form
Registrations"), if a Short-Form Registration is then available to the Company.
Within twenty business days after receipt of any such request, the Company will
give written notice of such requested registration to all other holders of
Registrable Securities and will include in such registration all Registrable
Securities with respect to which the Company has received written requests for
inclusion therein within 15 days after the receipt of the Company's notice. All
registrations requested pursuant to this paragraph 1(a) are referred to herein
as "Demand Registrations".
b) LONG-FORM REGISTRATION. The holders of Registrable
Securities will be entitled to request one Long-Form Registration in which the
Company will pay all Registration Expenses; provided that the aggregate offering
value of the Registrable Securities requested to be registered in the Long-Form
Registration must equal at least $1,000,000 and each Long-Form Registration
shall be underwritten on a best efforts basis. A registration will not count as
a Long-Form Registration until it has become effective unless discontinued at
the request of the holders of the Registrable Securities included therein.
(c) SHORT-FORM REGISTRATIONS. In addition to the Long-Form
Registration provided pursuant to paragraph l(b), the holders of Registrable
Securities will be entitled to request not more than two Short-Form
Registrations in which the Company will pay all Registration Expenses; provided
that the offering value of the Registrable Securities requested to
be registered in any Short-Form Registration shall be at least $1,000,000 and
not more than one Short-Form Registration may be effected in any calendar year.
Demand Registrations will be Short-Form Registrations whenever the Company is
permitted to use any applicable short form. Once the Company has become subject
to the reporting requirements of the Securities Exchange Act, the Company will
use its best efforts to make Short-Form Registrations available for the sale of
Registrable Securities.
(d) PRIORITY ON DEMAND REGISTRATIONS. The Company will not
include in any Demand Registration any securities which are not Registrable
Securities without the written consent of the holders of a majority of the
Registrable Securities requesting such registration. If a Demand Registration is
an underwritten offering, and the managing underwriters advise the Company in
writing that in their opinion the number of Registrable Securities and other
securities requested to be included exceeds the number of Registrable Securities
and other securities which can be sold in such offering, the Company will
include in such registration prior to the inclusion of any securities which are
not Registrable Securities the number of Registrable Securities requested to be
included which in the opinion of such underwriters can be sold, pro rata among
the respective holders on the basis of the amount of Registrable Securities
owned. Any Persons other than holders of Registrable Securities who participate
in Demand Registrations must pay their share of the Registration Expenses as
provided in paragraph 5 unless otherwise agreed to by the Company's board of
directors.
(e) RESTRICTIONS. If, at the time of any request to register
Registrable Securities pursuant to this paragraph 1, the Company
(i) has filed, or has definite plans to file within
90 days after the time of the request, a registered public offering as to which
the holders may include Registrable Securities pursuant to paragraph 2, or
(ii) is engaged in any other activity which, in the
good faith determination of the Company's board of directors, would be adversely
affected by the requested registration to the material detriment of the Company,
then the Company's board of directors may at its option direct that such request
be delayed for a period not in excess of six months from the effective date of
such offering or the date of commencement of such other activity, as the case
may be, and such right to delay a requested registration may not be exercised by
the Company more than once in any 12-month period. If the holders of Registrable
Securities included therein elect to discontinue a delayed registration, the
Company will pay all of the Registration Expenses in connection therewith, and
such registration will not count as one of the permitted Demand Registrations.
The Company will not in any event be obligated to effect any Demand Registration
within six months after the effective date of a previous Demand Registration.
(f) SELECTION OF UNDERWRITERS. The holders of a majority of
the Registrable
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Securities included in any Demand Registration will have the right to select the
investment banker(s) and manager(s) to administer the offering, subject to the
Company's approval which will not be unreasonably withheld.
(g) OTHER REGISTRATION RIGHTS. Except as provided in this
Agreement and subject to the provisions of Section 8 herein, the Company will
not grant to any Persons the right to request the Company to register any equity
securities of the Company, or any securities convertible or exchangeable into or
exercisable for such securities, without the written consent of the holders of a
majority of the Registrable Securities; provided that the Company may grant
rights to other Persons to participate in Piggyback Registrations so long as
such rights are subject to the provisions of paragraphs 2(c) and 2(d) hereof.
2. PIGGYBACK REGISTRATIONS.
(a) RIGHT TO PIGGYBACK. Whenever the Company proposes to
register any of its securities under the Securities Act (other than pursuant to
a Demand Registration) and the registration form to be used may be used for the
registration of Registrable Securities (a "Piggyback Registration"), the Company
will give prompt written notice to all holders of Registrable Securities of its
intention to effect such a registration and will include in such registration
all Registrable Securities with respect to which the Company has received
written requests for inclusion therein within 15 days after the Company gives
its notice.
(b) PIGGYBACK EXPENSES. The Registration Expenses of the
holders of Registrable Securities will be paid by the Company in all Piggyback
Registrations.
(c) PRIORITY ON INITIAL PUBLIC OFFERING REGISTRATION. If a
Piggyback Registration is an underwritten primary registration on behalf of the
Company which is an initial public offering, and the managing underwriters
advise the Company in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number which can be
sold in such offering, the Company will include in such registration (i) first,
the securities the Company proposes to sell, (ii) second, the Registrable
Securities requested to be included in such registration, pro rata among the
holders of such Registrable Securities on the basis of the number of shares
owned by such holders, and (iii) third, other securities requested to be
included in such registration.
(d) PRIORITY ON PRIMARY AND SECONDARY REGISTRATIONS. If a
Piggyback Registration is an underwritten primary registration on behalf of the
Company which is not an initial public offering, or a secondary registration on
behalf of holders of the Company's securities, and the managing underwriters
advise the Company in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number which can be
sold in such offering, the Company will include in such registration (i) first,
the securities requested to be included therein by the holders requesting such
registration and (ii) second, the Registrable Securities and other securities
requested to be included in such registration, pro rata among the
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holders of such securities on the basis of the number of securities so requested
to be included therein.
(e) OTHER REGISTRATIONS. If the Company has previously filed a
registration statement with respect to Registrable Securities pursuant to
paragraph 1 or pursuant to this paragraph 2, and if such previous registration
has not been withdrawn or abandoned, the Company will not file or cause to be
effected any other registration of any of its equity securities or securities
convertible or exchangeable into or exercisable for its equity securities under
the Securities Act (except on Form S-8 or any successor form), whether on its
own behalf or at the request of any holder or holders of such securities, until
a period of at least three months has elapsed from the effective date of such
previous registration, except in the case that the registration is a firm
commitment underwriting, in which event the restrictions contained in this
paragraph 2(e) will terminate upon the closing of such firm commitment
underwriting.
3. HOLDBACK AGREEMENTS.
(a) Each holder of Registrable Securities agrees not to effect
any public sale or distribution of equity securities of the Company, or any
securities convertible into or exchangeable or exercisable for such securities,
during the seven days prior to and the 90-day period beginning on the effective
date of any underwritten Demand Registration or any underwritten Piggyback
Registration in which Registrable Securities are included (except as part of
such underwritten registration) unless the underwriters managing such registered
public offering otherwise agree.
(b) The Company agrees (i) not to effect any public sale or
distribution of its equity securities, or any securities convertible into or
exchangeable or exercisable for such securities, during the seven days prior to
and during the 90-day period beginning on the effective date of any underwritten
Demand Registration or any underwritten Piggyback Registration in which
Registrable Securities are included (except as part of such underwritten
registration or pursuant to registrations on Form S-8 or any successor form)
unless the underwriters managing such registered public offering otherwise
agree, and (ii) to use its best efforts to cause each Person who holds at least
10% of the Common Stock of the Company (on a fully-diluted basis), acquired at
any time after the date of this Agreement (other than in a registered public
offering), to agree not to effect any public sale or distribution of any such
securities during such period (except as part of such underwritten registration,
if otherwise permitted) unless the underwriters managing such registered public
offering otherwise agree.
4. REGISTRATION PROCEDURES. Whenever the holders of Registrable
Securities have requested that any Registrable Securities be registered pursuant
to this Agreement, the Company will use its best efforts to effect the
registration and the sale of such Registrable Securities in accordance with the
intended method of disposition thereof, and pursuant thereto the Company will as
expeditiously as possible:
(a) prepare and file with the Securities and Exchange
Commission a registration
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statement with respect to such Registrable Securities, and use its best efforts
to cause such registration statement to become effective (provided that before
filing a registration statement or prospectus or any amendments or supplements
thereto, the Company will furnish to the counsel selected by the holders of a
majority of the Registrable Securities covered by such registration statement
copies of all such documents proposed to be filed, which documents will be
subject to the review of such counsel);
(b) prepare and file with the Securities and Exchange
Commission such amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for a period of not less than 90 days and
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such
number of copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such seller;
(d) use its best efforts to register or qualify such
Registrable Securities under such other securities or blue sky laws of such
jurisdictions as any seller reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable such seller
to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such seller (provided, that the Company will not be required
to (i) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph, (ii) subject itself
to taxation in any such jurisdiction or (iii) consent to general service of
process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, at any
time when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein
not misleading, and, at the request of any such seller, the Company will prepare
a supplement or amendment to such prospectus so that, as thereafter delivered to
the purchasers of such Registrable Securities, such prospectus will not contain
an untrue statement of a material fact or omit to state any fact necessary to
make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are then
listed;
(g) provide a transfer agent and registrar for all such
Registrable Securities not
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later than the effective date of such registration statement;
(h) enter into such customary agreements (including an
underwriting agreement in customary form) and take all such other actions as the
holders of a majority of the Registrable Securities being sold or the
underwriters, if any, reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities; and
(i) make available for inspection by any seller of such
Registrable Securities, any underwriter participating in any disposition
pursuant to this Agreement, and any attorney, accountant or other agent retained
by any such seller or underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, and cause the Company's
officers, directors and employees to supply all information reasonably requested
by any such seller, underwriter, attorney, accountant or agent in connection
with such registration statement.
In connection with any Demand Registration or Piggyback Registration, the
holders of Registrable Securities will expeditiously supply the Company with all
information and copies of all documents reasonably necessary to effect such
registration in compliance with the Securities Act and the rules and regulations
thereunder and shall otherwise cooperate with the Company and its counsel in
expediting the effectiveness of any such registration.
5. REGISTRATION EXPENSES.
(a) All expenses incident to the Company's performance of or
compliance with this Agreement, including without limitation all registration
and filing fees, fees and expenses of compliance with securities or blue sky
laws, printing expenses, messenger and delivery expenses, and fees and
disbursements of counsel for the Company and all independent certified public
accountants, underwriters (excluding discounts and commissions and excluding
legal fees and disbursements of any counsel for the holders of Registrable
Securities) and other Persons retained by the Company (all such expenses being
herein called "Registration Expenses") will be borne as provided in this
Agreement, except that the Company will, in any event, pay its internal expenses
(including without limitation all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual
audit, the expense of any liability insurance and the expenses and fees for
listing the securities to be registered on each securities exchange on which
similar securities issued by the Company are then listed.
(b) To the extent Registration Expenses are not required to be
paid by the Company, each holder of securities included in any registration
hereunder will pay those Registration Expenses allocable to the registration of
such holder's securities so included, and any Registration Expenses not so
allocable will be borne by all sellers of securities included in such
registration in proportion to the aggregate selling price of the securities to
be so registered.
6. INDEMNIFICATION.
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(a) The Company agrees to indemnify, to the extent permitted
by law, each holder of Registrable Securities, such holder's officers and
directors and each Person who controls such holder (within the meaning of the
Securities Act) against all losses, claims, damages, liabilities and expenses
caused by any untrue or alleged untrue statement of material fact contained in
any registration statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto or any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as the same are caused by or contained in
any information furnished in writing to the Company by such holder expressly for
use therein or by such holder's failure to deliver a copy of the registration
statement or prospectus or any amendments or supplements thereto after the
Company has furnished such holder with a sufficient number of copies of the
same. In connection with an underwritten offering, the Company will indemnify
such underwriters, their officers and directors and each Person who controls
such underwriters (within the meaning of the Securities Act) to the same extent
as provided above with respect to the indemnification of the holders of
Registrable Securities; provided that such underwriters indemnify the Company to
the same extent as provided in subparagraph (b) below with respect to the
indemnification of the Company by the holders of Registrable Securities.
(b) In connection with any registration statement in which a
holder of Registrable Securities is participating, each such holder will furnish
to the Company in writing such information and affidavits as the Company
reasonably requests for use in connection with any such registration statement
or prospectus and, to the extent permitted by law, will indemnify the Company,
its directors and officers and each Person who controls the Company (within the
meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses resulting from any untrue or alleged untrue statement of material
fact contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such
untrue statement or omission or alleged untrue statement or omission is
contained in any information or affidavit so furnished in writing by such
holder; provided, that the obligation to indemnify will be several, not joint
and several, among such holders of Registrable Securities participating in the
registration and the liability of each such holder of Registrable Securities
will be in proportion to and limited to the gross amount received by such holder
from the sale of Registrable Securities pursuant to such registration statement.
(c) Any Person entitled to indemnification hereunder will (i)
give prompt written notice to the indemnifying party of any claim with respect
to which such person seeks indemnification and (ii) unless in the reasonable
judgment of counsel for such indemnified party (given in writing) a conflict of
interest between such indemnified and indemnifying parties exists with respect
to such claim, permit such indemnifying party to assume the defense of such
claim with counsel reasonably satisfactory to the indemnified party. If such
defense is so assumed, the indemnifying party will not be subject to any
liability for any settlement made by the indemnified party without the
indemnifying party's consent (but such consent will not be unreasonably
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withheld). An indemnifying party who is not entitled to, or elects not to,
assume the defense of a claim will not be obligated to pay the fees and expenses
of more than one counsel for all parties indemnified by such indemnifying party
with respect to such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such indemnified party and any
other of such indemnified parties with respect to such claim.
(d) The indemnification provided for under this Agreement will
remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling Person
of such indemnified party and will survive the transfer of securities. The
Company also agrees to make such provisions for contribution to any indemnified
party in the event the Company's indemnification is unavailable for any reason
as are reasonably requested by any indemnified party.
7. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Person may
participate in any underwritten registration hereunder unless such Person (a)
agrees to sell such Person's securities on the basis provided in the
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.
8. AMENDMENT OF REGISTRATION AGREEMENT. If the Company desires to enter
into or does enter into a Registration Agreement at any time with any Person
other than this Agreement or the Company's Registration Agreement with Xxxxx
Xxxxxx and Xxxxxxx Xxxxxx dated March 16, 1995, (the "New Registration
Agreement") and such New Registration Agreement provides for rights more
beneficial to such Person than those rights provided to Purchaser herein or
provided to Purchaser pursuant to any amendment, restatement or modification of
this Agreement, the Company and the Purchaser shall agree to further amend,
restate or modify this Agreement to provide the Purchaser with the equivalent
rights as those provided in the New Registration Agreement.
9. DEFINITIONS.
(a) The term "Registrable Securities" means (i) any Common
Stock issued upon the conversion of any Series B Preferred or Series A
Preferred, (ii) any Common Stock issued or issuable with respect to the Common
Stock referred to in clause (i) by way of a stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization, and (iii) any other shares of Common Stock held by
Persons holding securities described in clauses (i) or (ii) above. As to any
particular Registrable Securities, such securities will cease to be Registrable
Securities when they have ceased to be Restricted Securities under the
particular Purchase Agreement pursuant to which such securities were issued;
provided that any securities which cease to be Restricted Securities solely
because they have become eligible for transfer pursuant to Rule 144 (or any
similar rule then in force) will not cease to be Registrable Securities until
they have actually been sold in compliance with Rule 144 (or any
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similar rule then in force). For purposes of this Agreement, a Person will be
deemed to be a holder of Registrable Securities whenever such Person has the
right to acquire such Registrable Securities (by conversion or otherwise), but
disregarding any legal restrictions upon the exercise of such right), whether or
not such acquisition has actually been effected.
(b) Unless otherwise stated, other capitalized terms contained
herein have the meanings set forth in the Purchase Agreement.
10. MISCELLANEOUS.
(a) NO INCONSISTENT AGREEMENTS. The Company will not hereafter
enter into any agreement with respect to its securities which is inconsistent
with the rights granted to the holders of Registrable Securities in this
Agreement.
(b) ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The Company
will not take any action, or permit any change to occur, with respect to its
securities which would materially and adversely affect the ability of the
holders of Registrable Securities to include such Registrable Securities in a
registration undertaken pursuant to this Agreement or which would materially and
adversely affect the marketability of such Registrable Securities in any such
registration (including, without limitation, effecting a stock split or a
combination of shares).
(c) REMEDIES. Any Person having rights under any provision of
this Agreement will be entitled to enforce such rights specifically, to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law.
(d) AMENDMENTS AND WAIVERS. Except as otherwise provided
herein, the provisions of this Agreement may be amended and the Company may take
any action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company has obtained the written consent of holders
of a majority of the Registrable Securities.
(e) SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Agreement by or on behalf of any of the parties hereto will bind and inure
to the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not; provided, however, that no transferee of any
Purchaser shall be entitled to any rights hereunder unless such transferee (a)
acquires a number of Registrable Securities with an aggregate initial cost of at
least $160,000 (as proportionally adjusted for stock splits, stock dividends and
recapitalization affecting the Common Stock) or (b) is a member of the
"affiliated group" of the Purchaser (as defined below). The Company shall be
given written notice by such Purchaser a reasonable time after such transfer
stating the name and address of the transferee and identifying the securities
with respect to which its rights hereunder are being assigned. Any transferee to
whom rights hereunder are transferred shall, as a condition to such transfer,
deliver to the Company a written instrument by which the transferee agrees to be
bound by the obligations imposed upon such Purchaser hereunder to the same
extent as if such transferee were an original party hereto. Notwithstanding
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the foregoing, any Purchaser which is a partnership, limited liability company
or corporation may transfer rights granted to it to any partner or stockholder
thereof to whom Registrable Securities are transferred and who delivers to the
Company a written instrument by which such transferee agrees to be bound by the
obligations imposed upon such Purchaser hereunder to the same extent as if such
transferee were an original party hereto. As used herein, the term "affiliated
group" includes a Purchaser's spouse, parents, siblings and descendants (whether
natural or adopted) and any trust solely for the benefit of such Purchaser
and/or such Purchaser's spouse, parents, siblings and/or descendants and, in the
case of a Purchaser which is a corporation, limited liability company or
partnership, any shareholder or partner thereof or any entity which controls, is
controlled by or is under common control with such corporation, limited
liability company or partnership.
(f) SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
(g) COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts, any one of which need not contain
the signatures of more than one party, but all such counterparts taken together
will constitute one and the same Agreement.
(h) DESCRIPTIVE HEADINGS. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.
(i) GOVERNING LAW. The corporate law of the State of Delaware
will govern all issues concerning the relative rights of the Company and its
stockholders. All other questions concerning the construction, validity and
interpretation of this Agreement and the schedule hereto will be governed by the
internal law, and not the law of conflicts, of the Commonwealth of
Massachusetts.
(j) NOTICES. All notices, demands or other communications to
be given or delivered under or by reason of the provisions of this Agreement
will be in writing and will be deemed to have been given when delivered
personally or mailed by certified or registered mail, return receipt requested
and postage prepaid, to the recipient. Such notices, demands and other
communications will be sent
To the Company: HealthGate Data Corp.
000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx, President
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with a copy to: Xxxxxxx X. Xxxx, Esq.
Rich, May, Xxxxxxxx & Xxxxxxxx, P.C.
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
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To the Purchaser: Xxxxxxx Research Corporation
0000 Xxxxx Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000-0000
Attn: Xxxxx X. Xxxxxx, Chief Executive Officer
with a copy to: Xxxx Xxxx, Esq.
Xxxxxx Xxxx Xxxxxx & Xxxxx, P.C.
000 Xxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
HEALTHGATE DATA CORP.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Xxxxxxx X. Xxxxx, President
XXXXXXX RESEARCH CORPORATION
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Xxxxx X. Xxxxxx, Vice President
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