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EXHIBIT 10.22
PURCHASE AGREEMENT
This PURCHASE AGREEMENT (the "Agreement") is made and entered into as
of June 21, 1999, by and among Dr. ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇") and Cistron
Biotechnology, Inc., a Delaware corporation ("Cistron").
W I T N E S S E T H:
WHEREAS, ▇▇▇▇▇▇▇ acquired 5,058,406 shares (the "Shares") of common
stock, par value $0.01 of Cistron (the "Common Stock"), pursuant to that
certain Cistron Stock Sale Agreement dated as of April 20, 1999 (the
"Original Stock Sale Agreement") between ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ as debtor in
possession (the "Debtor") and Imperial Loan Management Corporation ("Imperial
Loan"), and that certain Irrevocable Stock Power and Assignment dated
April 20, 1999 executed by the Debtor (the "Irrevocable Stock Power");
WHEREAS, the Debtor's sale of the Shares to ▇▇▇▇▇▇▇ and the
Original Stock Sale Agreement were approved by the United States
Bankruptcy Court for the District of Maryland (the "Bankruptcy Court")
pursuant to that certain Order Granting Debtor's Motion for Authority to Sell
Cistron Stock Free and Clear of Liens, Claims, and Other Interests dated
March 16, 1999, entered by the Bankruptcy Court in the pending bankruptcy
case of the Debtor, In re ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, M.D., Case No. 97-24657 (PM)
(the "March 16 Order"), and that certain Consent Order (1) Granting Debtor's
Motion for Authority to Sell Real Property Located in Marin County,
California, Free and Clear of all Liens, Claims and Other Interests;
(2) Granting Relief from the Automatic Stay to ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; and
(3) Granting Other and Further Relief with Respect to Imperial Loan
Management Corporation dated February 12, 1999 (the "Consent Order");
WHEREAS, as provided in the March 16 Order, ▇▇▇▇▇▇▇ acquired the
Shares free and clear of all liens other than the continued liens of Imperial
Bank (the "Imperial Lien");
WHEREAS, the bankruptcy estate of the Debtor (the "Estate")
continues to own 500,000 shares of Common Stock (the "Estate Shares");
WHEREAS, the Original Stock Sale Agreement is subject to the
requirement described in the Consent Order that if ▇▇▇▇▇▇▇ sells all or part
of the Shares during the year following the closing of the Original Stock
Sale Agreement, ▇▇▇▇▇▇▇ shall require that any purchaser offer the Estate,
with respect to the Estate Shares, the opportunity to participate on the same
per share terms in such sale;
WHEREAS, ▇▇▇▇▇▇▇ desires to sell the Shares and Cistron desires to
purchase the Shares, upon the terms and subject to the conditions set forth
herein, in consideration of the payment by Cistron of the Purchase Price
(as defined in Section 1.2 below); and
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WHEREAS, Cistron agrees to offer to the Estate to purchase the Estate
Shares on the terms and conditions set forth herein (the "Cistron Offer");
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties, upon the terms and subject to the conditions contained herein,
hereby agree as follows:
1. Purchase of the Shares and Payment of the Purchase Price.
---------------------------------------------------------
1.1 Subject to the terms and conditions hereof, Cistron hereby
agrees to purchase from ▇▇▇▇▇▇▇ the Shares and ▇▇▇▇▇▇▇ agrees to sell to
Cistron the Shares with stock powers executed in blank.
1.2 Subject to the terms and conditions hereof, Cistron shall
deliver and pay to ▇▇▇▇▇▇▇ in consideration for the Shares an aggregate cash
purchase price of One Million One Hundred Fifty Thousand Dollars ($1,150,000)
(the "Purchase Price"), or $0.2274 per share.
1.3 The Purchase Price for the Shares shall be paid by Cistron at
Closing (as defined below) in immediately available funds by wire transfer to
an account or accounts designated by ▇▇▇▇▇▇▇. At Closing, ▇▇▇▇▇▇▇ shall
cause such portion of the Purchase Price as he is required to transfer to
the Estate under the terms of paragraph no. 28 of the Consent Order to be so
transferred and shall cause such amount of the remainder of the Purchase Price
as may be necessary to cause Imperial Bank to release the Imperial Lien to
be transferred to Imperial Bank.
2. Closing
-------
2.1 The closing (the "Closing") of the transaction contemplated
hereunder shall occur two business days after all the conditions set forth in
Sections 5 and 6 below are satisfied or waived, but in no event shall Closing
occur (x) earlier than five (5) business days after Cistron provides notice by
facsimile to the Estate of the Cistron Offer pursuant to Section 7.3 of this
Agreement or (y) later than July 15, 1999, at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ &
Green, P.C., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, unless
otherwise agreed to by the parties.
2.2 At the Closing, upon satisfaction of all conditions set forth
in Sections 5 and 6 below, (i) ▇▇▇▇▇▇▇ shall deliver or cause to be delivered
to Cistron stock certificates representing the Shares, with stock powers
executed in blank, and (ii) Cistron shall deliver the Purchase Price to
▇▇▇▇▇▇▇ (or to such account or accounts as ▇▇▇▇▇▇▇ may designate pursuant to
Section 1.3 above).
3. Representations and Warranties of Cistron.
------------------------------------------
Cistron hereby represents and warrants to ▇▇▇▇▇▇▇ as follows:
3.1 Cistron has: (i) been duly organized and is validly
existing and in good standing under the laws of the State of Delaware;
(ii) all requisite capacity, power and authority to enter into, deliver and
perform this Agreement; and (iii) all requisite power and authority to own
and
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operate its properties and assets, and to carry on its business, as presently
conducted and as proposed to be conducted. Cistron is duly qualified to
conduct business in the jurisdictions in which the nature of its business or
the ownership of its assets makes such qualification necessary except where
the failure to so qualify has not had and would not have, individually or in
the aggregate, a material adverse effect on the financial condition or
operations of Cistron.
3.2 All corporate action on the part of Cistron necessary for the
authorization, execution, delivery and performance of this Agreement has been
taken. This Agreement has been duly and properly executed and delivered by
Cistron, and constitutes valid and binding obligations of Cistron,
enforceable in accordance with its terms.
3.3 The execution and delivery of this Agreement by Cistron
does not, and the consummation of the transactions contemplated hereby and
compliance with the terms hereof will not, conflict with or result in any
violation, loss of rights, termination or breach of or constitute a material
default (or an event which with the passage of time or giving of notice, or
both, would constitute a material default) under (i) any provision of the
Certificate of Incorporation or Bylaws of Cistron, (ii) any judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to Cistron or
the property or assets of Cistron or (iii) any agreement, deed, contract,
mortgage, indenture, writ, order, decree, legal obligation or instrument to
which Cistron is a party or to which any of its assets or properties is or
may be subject. The execution and delivery of this Agreement by Cistron does
not, and the consummation of the transactions contemplated hereby and
compliance with the terms hereof and of such other agreements and instruments
will not, result in the creation or imposition of, or give any party the
right to create or impose, any lien, charge or encumbrance, or restriction of
any nature whatsoever with respect to any material properties or assets of
Cistron or give to any other person any interest or rights, including rights
of termination, acceleration or cancellation in, or with respect to, any of
the properties, assets or agreements of Cistron. No notification, consent,
approval, order or authorization of, or registration, declaration or filing
with, any court, administrative agency or commission or other governmental
authority or instrumentality, domestic or foreign, or with any other person
or entity is required to be obtained or made by or with respect to Cistron in
connection with the execution and delivery of this Agreement or the
consummation by Cistron of the transactions contemplated hereby.
3.4 As of the date hereof, Cistron has made such examination,
review and investigations of the facts and circumstances necessary to
evaluate the Shares as it has deemed necessary or appropriate to form a basis
for its decision to pay the Purchase Price and purchase the Shares.
3.5 Cistron is acquiring the Shares with the intent of having the
Shares become treasury stock and not with a view to making a distribution
thereof within the meaning of the Securities Act of 1933 (the "1933 Act").
Cistron is an "Accredited Investor" as such term is defined under Section
501(a) of Regulation D of the 1933 Act. Cistron will not sell or transfer
the Shares in violation of the 1933 Act or any other securities laws of the
United States or any state thereof or other jurisdiction.
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4. Representations and Warranties of ▇▇▇▇▇▇▇.
------------------------------------------
▇▇▇▇▇▇▇ hereby represents and warrants to Cistron as follows:
4.1 ▇▇▇▇▇▇▇ has the full legal right, power and authority to enter
into this Agreement and this Agreement constitutes the valid and binding
obligation of ▇▇▇▇▇▇▇, enforceable in accordance with its terms.
4.2 Except for the Imperial Lien and ▇▇▇▇▇▇▇'▇ obligation to
transfer to the Estate a portion of the proceeds realized from the sale of
the Shares hereunder as set forth in paragraph no. 28 of the Consent Order,
the execution and delivery of this Agreement by ▇▇▇▇▇▇▇ does not, and the
consummation of the transactions contemplated hereby and compliance with the
terms hereof will not, conflict with or result in any violation, loss
of rights, termination or breach of or constitute a material default (or an
event which with the passage of time or giving of notice, or both, would
constitute a material default) under (i) any judgment, order, decree,
statute, law, ordinance, rule or regulation applicable to ▇▇▇▇▇▇▇ or the
property or assets of ▇▇▇▇▇▇▇ or (ii) any material agreement, deed, contract,
mortgage, indenture, writ, order, decree, legal obligation or instrument to
which ▇▇▇▇▇▇▇ is a party or to which any of his assets or properties is or
may be subject. Except for the release of the Imperial Lien and the notice
of the Cistron Offer as provided in Section 7.3 hereof, no notification,
consent, approval, order or authorization of, or registration, declaration or
filing with, any court, administrative agency or commission or other
governmental authority or instrumentality, domestic or foreign, or with any
other person or entity is required to be obtained or made by or with respect
to ▇▇▇▇▇▇▇ in connection with the execution and delivery of this Agreement or
the consummation by ▇▇▇▇▇▇▇ of the transactions contemplated hereby and t
hereby.
4.3 Except for (i) the Imperial Lien, (ii) ▇▇▇▇▇▇▇'▇ obligation
to pay to the Estate a portion of the proceeds realized from the sale of the
Shares hereunder as set forth in paragraph no. 28 of the Consent Order, and
(iii) the Estate's "drag-along" rights as set forth in paragraph no. 27 of
the Consent Order, ▇▇▇▇▇▇▇ acquired from the Debtor and owns the Shares free
and clear of all liens, claims and encumbrances; provided, however, ▇▇▇▇▇▇▇
may have certain obligations to seek to sell the Shares and to apply some or
all of the Purchase Price, less the portion thereof that he is required under
the terms of paragraph no. 28 of the Consent Order to transfer to the Estate,
in satisfaction of the Imperial Lien and/or certain other debts of Imperial
Loan. At Closing, ▇▇▇▇▇▇▇ shall transfer the Shares to Cistron free and
clear of all liens, claims and encumbrances other than any liens, claims and
encumbrances created by or arising through Cistron.
4.4 Except as expressly stated in this Agreement, ▇▇▇▇▇▇▇ has not
made, does not make, and specifically disclaims any representations,
warranties, promises, covenants, agreements or guaranties of any kind or
character whatsoever, whether express or implied, oral
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or written, past, present or future, of, as to, or concerning or with respect
to Cistron or the Shares, or the value thereof.
4.5 As of the date hereof, ▇▇▇▇▇▇▇ has made such examination,
review and investigations of the facts and circumstances as he has deemed
necessary to form a basis for his decision to sell the Shares in exchange
for the Purchase Price.
5. Conditions to Cistron's Closing.
--------------------------------
The obligations of Cistron hereunder are subject to the following
conditions, each of which must be satisfied or waived by Cistron prior to
Closing:
5.1 Representations and Warranties True.
------------------------------------
All representations and warranties of ▇▇▇▇▇▇▇ contained in
this Agreement shall be true in all material respects at and as of the
Closing as if such representations and warranties were made at and as of the
Closing, and ▇▇▇▇▇▇▇ shall have performed and satisfied all material
agreements in all material respects as required by this Agreement to be
performed and satisfied by ▇▇▇▇▇▇▇ at or prior to the Closing.
5.2 Certificates.
-------------
At the Closing, ▇▇▇▇▇▇▇ shall deliver, or cause to be
delivered, to Cistron stock certificates representing the Shares, with
stock powers executed in blank with
medallion guarantees.
5.3 No Order.
---------
Cistron shall not be subject to any order, decree or
injunction of a court or agency of competent jurisdiction which enjoins or
prohibits consummation of the transactions contemplated by this Agreement.
5.4 Other Documents.
----------------
▇▇▇▇▇▇▇ shall deliver a copy of the Original Stock Sale
Agreement, and copies of the March 16 Order and Consent Order, which orders
are in full force and effect.
5.5 Release of Imperial Lien.
-------------------------
▇▇▇▇▇▇▇ shall provide evidence that Imperial Bank has
terminated and released the Imperial Lien on the Shares effective at Closing
and the payment by Cistron of the Purchase Price as provided in Section 1.3
above.
5.6 Opinion.
--------
Cistron shall have received from ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇,
counsel to ▇▇▇▇▇▇▇, an opinion addressed to Cistron, dated the Closing Date,
in substantially the form attached hereto as Exhibit A.
5.7 Affidavit from Linowes and ▇▇▇▇▇▇▇ LLP.
---------------------------------------
Cistron shall have received an affidavit from Linowes and
▇▇▇▇▇▇▇ LLP attesting to the authenticity and genuineness of Grausz's
signature on the Irrevocable Stock Power.
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5.8 Resolution of Board of Directors.
---------------------------------
The Board of Directors of Cistron shall have adopted a
resolution indemnifying Continental Stock Transfer & Trust Company for the
transfer of the Shares.
6. Conditions to ▇▇▇▇▇▇▇'▇ Closing.
--------------------------------
The obligations of ▇▇▇▇▇▇▇ hereunder are subject to the following
conditions, each of which must be satisfied or waived by ▇▇▇▇▇▇▇ prior to
Closing:
6.1 Resolutions.
------------
Prior to or at Closing, ▇▇▇▇▇▇▇ shall have received
resolutions of the Board of Directors of Cistron authorizing and approving
the transactions contemplated by this Agreement, certified by the respective
Secretary of Cistron, together with a certificate issued by the Delaware
Secretary of State showing that Cistron is in good standing and authorized
to do business.
6.2 Representations and Warranties True.
------------------------------------
All representations and warranties of Cistron contained in
this Agreement shall be true in all material respects as at and as of the
Closing as if such representations and warranties were made at and as of the
Closing, and Cistron shall have performed and satisfied all material
agreements in all material respects as required by this Agreement to be
performed and satisfied by Cistron at or prior to the Closing.
6.3 No Order.
---------
▇▇▇▇▇▇▇ shall not be subject to any order, decree or
injunction of a court or agency of competent jurisdiction which enjoins or
prohibits consummation of the transactions contemplated by this Agreement.
6.4 Other Deliveries.
-----------------
Cistron shall have delivered such additional instruments, as
may be reasonably necessary or advisable to carry out Cistron's obligations
under, and to fulfill the purpose of, this Agreement and any other document,
certificate or other instructions delivered pursuant hereto.
6.5 Receipt of Purchase Price.
--------------------------
Cistron shall have wired the Purchase Price to an account or
accounts designated by ▇▇▇▇▇▇▇ as provided in Section 1.3 above.
6.6 Cistron Offer.
--------------
Cistron shall have made (and shall not have withdrawn) the
Cistron Offer to the Estate as provided in Section 7.3 below.
6.7 Release of Imperial Lien.
-------------------------
Imperial Bank shall have terminated and released the
Imperial Lien on the Shares, effective at Closing and the payment by Cistron
of the Purchase Price as provided in Section 1.3 above.
6.8 Transfer.
---------
Continental Stock Transfer and Trust Company, the transfer
agent for Cistron, shall have confirmed, in writing (a copy of which writing
shall be provided to ▇▇▇▇▇▇▇ and his counsel), the transferability of the
Shares from ▇▇▇▇▇▇▇ to Cistron pursuant to this
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Agreement without registration pursuant to the 1933 Act. To the extent
required by Continental to so confirm, counsel to Cistron, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
& Green, P.C., shall have provided an opinion to Continental, dated the
Closing Date, that registration of the Shares is not required under the 1933
Act for the transfer of the Shares set forth in the prior sentence of this
Section.
6.9 Stock Power.
------------
▇▇▇▇▇▇▇ shall have received from the Debtor the Irrevocable
Stock Power with a signature guarantee from Cistron, and Cistron shall have
provided to Continental Stock Transfer & Trust Company the documentation set
forth in Exhibit B attached hereto.
7. Covenants.
----------
7.1 Expenses.
---------
Each party shall bear the legal, accounting and other expenses
incurred by such party in connection with this Agreement, and the
transactions contemplated hereby.
7.2 Further Assurances.
-------------------
Each of ▇▇▇▇▇▇▇ and Cistron covenant and agree that, subsequent to
the execution and delivery of this Agreement and without any additional
consideration, each of ▇▇▇▇▇▇▇ and Cistron shall execute and deliver any
further legal instruments and perform such acts which are or may become
necessary to effectuate the purposes of this Agreement, and shall
cooperate with the transfer agent for Cistron as may be necessary
to recertificate the Shares to evidence the transfer of the
Shares to Cistron.
7.3 Drag-Along Rights.
------------------
On the date hereof, Cistron shall make an offer to purchase the
Estate Shares from the Estate on the same terms and conditions, including
price per share of Common Stock, $0.2274, for an aggregate purchase price to
be paid by Cistron to the Estate of One Hundred Thirteen Thousand Seven
Hundred Dollars ($113,700) (the "Cistron Offer"). On the date hereof,
Cistron shall deliver a notice, in a form reasonably acceptable to ▇▇▇▇▇▇▇,
to the Estate setting forth the terms of the sale and the expected date of
Closing. On the date hereof, Cistron shall cause copies of such notice to be
delivered to ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ at facsimile ▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇ ▇.
▇▇▇▇ at facsimile ▇▇▇-▇▇▇-▇▇▇▇.
8. Indemnification.
----------------
8.1 The representations and warranties and covenants set forth in
this Agreement will survive until the second anniversary of the date hereof,
and upon such second anniversary, all representations and warranties and
covenants and all claims not yet asserted based thereon shall expire.
8.2 Cistron hereby agrees to indemnify ▇▇▇▇▇▇▇ and to hold him
harmless from and against any and all losses, expenses, liabilities, claims,
demands and judgments (including, without limitation, reasonable attorneys'
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fees) arising out of, resulting from or relating to (i) the breach by
Cistron of any representation or warranty made by Cistron in this Agreement
or (ii) the breach of any covenant or agreement or the non-performance of any
obligation or covenant set forth in this Agreement required to be performed
by Cistron.
8.3 ▇▇▇▇▇▇▇ hereby agrees to indemnify Cistron and to hold it
harmless from and against any and all losses, expenses, liabilities, claims,
demands and judgments (including, without limitation, reasonable attorneys'
fees) arising out of, resulting from or relating to (i) the breach by ▇▇▇▇▇▇▇
of any representation or warranty made by ▇▇▇▇▇▇▇ in this Agreement or
(ii) the breach of any covenant or agreement or the non-performance of any
obligation or covenant set forth in this Agreement required to be performed
by ▇▇▇▇▇▇▇.
8.4 The provisions of this Section 8 shall apply to any claim,
action or proceeding (a "Claim") for which any person or entity seeks
indemnification under this Agreement.
(a) The party seeking indemnification (the
"Indemnified Party") shall give prompt notice to the party from whom it is
seeking indemnification (the "Indemnifying Party") of such Claim, which
notice shall include such information relating to the Claim as is known by
the Indemnified Party of any indemnification obligation in respect to such
Claim, except to the extent any failure or delay materially prejudices the
right of the Indemnifying Party to defend such Claim. The Indemnifying
Party shall have the right, upon acknowledging in writing its indemnification
obligations hereunder, to defend such Claim at its expense by giving written
notice of such election within 30 days after receipt of such notice from the
Indemnified Party. The failure of the Indemnifying Party to notify the
Indemnified Party of whether it elects to exercise its right to defend such
Claim within such 30 day period shall be deemed an election not to defend
such Claim.
(b) If the Indemnifying Party acknowledges its
indemnification obligations and elects to defend the Claim, the remaining
provisions of this paragraph (b) shall apply. The Indemnifying Party shall
promptly and diligently pursue the defense or settlement of the Claim. The
Indemnified Party shall provide reasonable assistance to the Indemnifying
Party. The Indemnified Party shall have the right to participate in such
defense, but any counsel employed by the Indemnified Party shall thereafter
be at its expense and the Indemnifying Party shall retain the right to
control the defense of such Claim. The Indemnifying Party shall have the
right in its sole discretion to settle such Claim if the settlement involves
only the payment of money by the Indemnifying Party and the execution of
appropriate releases. Any other settlement of such Claim, including, without
limitation, any settlement involving non-monetary consideration or admissions
of wrongdoing, shall not be settled without the
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prior written consent of the Indemnified Party, which consent shall not be
unreasonably withheld.
(c) If the Indemnifying Party does not acknowledge its
indemnification obligations or elects not to defend a Claim, the remaining
provisions of this subsection (c) shall apply. The Indemnified Party shall
have the right to defend such Claim and to settle such Claim on terms and
conditions reasonably acceptable to the Indemnified Party. If the
Indemnifying Party is obligated to indemnify the Indemnified Party in respect
of such Claim under this Agreement, the Indemnifying Party shall have the
indemnity and reimbursement obligations provided elsewhere in this Agreement.
9. Termination
-----------
9.1 This Agreement may be terminated by ▇▇▇▇▇▇▇ or Cistron
if the Closing shall not have been consummated on or before July 15, 1999.
9.2 In the event of termination of this Agreement pursuant to
Section 9.1, written notice thereof shall forthwith be given to ▇▇▇▇▇▇▇ or
Cistron, as the case may be, and this Agreement shall terminate without
further action by any of the parties hereto.
10. Miscellaneous.
--------------
10.1 This Agreement will be binding upon and inure to the benefit
of the parties hereto and their respective successors and legal
representatives.
10.2 Cistron acknowledges and agrees that the Shares may bear an
appropriate restrictive legend to the effect that the Shares may not be sold
or transferred without registration or the availability of a valid exemption
from registration, and that an acceptable opinion of counsel for the issuer
may be required.
10.3 This Agreement constitutes the entire agreement among the
parties regarding the subject matter hereof. All prior or contemporaneous
agreements, proposals, understandings and communications among the parties,
whether oral or written related to the subject matter hereof are superseded
by and merged into this Agreement. This Agreement may not be modified or
amended except by a written instrument executed by all the parties hereto.
10.4 If any provision of this Agreement is held to be invalid,
illegal or unenforceable for any reason or in any respect, it shall be
adjusted rather than voided, if possible, in order to achieve the intent of
the parties to this Agreement to the extent possible. In any event, all
other provisions of this
14
Agreement shall be deemed valid, legal and enforceable to the fullest extent
possible.
10.5 All notices, consents and other communications hereunder will
be provided in writing and will be delivered personally, by registered or
certified mail (return receipt requested) or by facsimile, to the parties at
the respective addresses set forth below (or such other address as may have
been furnished by or on behalf of any party by like notice).
If to Cistron:
Cistron Biotechnology, Inc.
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Executive Officer
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Green, P.C.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esquire
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to ▇▇▇▇▇▇▇:
Dr. ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇
c/o Western Property Holdings
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
and with a copy to:
▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esquire
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Communications sent by facsimile will be deemed effectively served upon
dispatch, transmission confirmed. Communications sent by registered or
certified mail will be deemed effectively served seven (7) calendar days
after mailing.
15
Communications delivered by hand or overnight couriers will be deemed
effective upon delivery.
10.6 In the event of litigation between the parties regarding this
Agreement, the losing party shall reimburse the prevailing party for its
reasonable costs and attorneys' fees.
10.7 No waiver by any party of a breach of any term, provision or
condition of this Agreement by the other party will constitute a waiver of
any succeeding breach of the same or any other provision hereof. No such
waiver will be valid unless executed in writing by the party making the
waiver.
10.8 This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware, without giving
effect to the conflict of laws principles thereof. Each of the parties
hereto (a) consents to submit itself to the personal jurisdiction of any
federal court located in the State of Delaware or any Delaware state court if
a dispute arises out of this Agreement or any of the transactions contemplated
by this Agreement, and (b) agrees that it will not attempt to deny or defeat
such personal jurisdiction by motion or other request for leave from any such
court.
10.9 This Agreement may be executed in any number of counterparts,
each of which will be deemed an original and all of which taken together will
constitute one and the same document.
10.10 Nothing expressed or implied herein is intended, or shall be
construed, to confer upon or give any person or entity other than Cistron and
▇▇▇▇▇▇▇, any rights or remedies under or by reason of this Agreement;
provided, however, that the Estate is an intended third-party beneficiary
under Section 7.3.
10.11 The parties agree that time is of the essence.
10.12 THE PARTIES HERETO AGREE TO WAIVE ANY RIGHT THEY MAY HAVE TO
A TRIAL BY JURY OF ANY ISSUES RAISED IN ANY ACTION ALLEGING A BREACH OF THIS
AGREEMENT.
10.13 The captions and headings contained in this Agreement are for
reference purposes only and are not part of this Agreement.
[Signature page follows]
16
PURCHASE AGREEMENT SIGNATURE PAGE
---------------------------------
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first set forth above.
CISTRON BIOTECHNOLOGY, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. Iris
--------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chief Executive Officer
DR. ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇, M.D.