INDEMNIFICATION AGREEMENT
This Agreement is made and entered into as of the ____ day
of _______, _____, ("Agreement") by and between The Liposome
Company, Inc., a Delaware corporation ("Corporation") and
_____________ ("Indemnitee").
WHEREAS, recently highly competent persons have become
more reluctant to serve publicly-held corporations as
directors, or in other capacities, unless they are provided
with better protection from the risk of claims and actions
against them arising out of their service to and activities
on behalf of such corporations; and
WHEREAS, the current impracticability of obtaining
adequate insurance and the uncertainties related to
indemnification have increased the difficulty of attracting
and retaining such persons; and
WHEREAS, the Board of Directors of the Corporation (the
"Board") has determined that the inability to attract and
retain such persons is detrimental to the best interests of
the Corporation's stockholders and that such persons should
be assured that they will have better protection in the
future; and
WHEREAS, it is reasonable, prudent and necessary for the
Corporation to obligate itself contractually to indemnify
such persons to the fullest extent permitted by applicable
law, so that such persons will serve or continue to serve the
Corporation free from undue concern that they will not be
adequately indemnified; and
WHEREAS, this Agreement is a supplement to and in
furtherance of Article VI, Section 4 of the by-laws of the
Corporation, any rights granted under the Certificate of
Incorporation of the Corporation and any resolutions adopted
pursuant thereto and shall not be deemed to be a substitute
therefor nor to diminish or abrogate any rights of the
Indemnitee thereunder; and
WHEREAS, Indemnitee is willing to serve, continue to serve
and to take on additional service for or on behalf of the
Corporation on the condition that Indemnitee be indemnified
according to the terms of this Agreement;
NOW, THEREFORE, in consideration of the premises and the
covenants contained herein, the Corporation and Indemnitee do
hereby covenant and agree as follows:
Section l. Definitions.
For purposes of this Agreement:
(a) "Change in Control" means a change in control of the
Corporation occurring after the Effective Date of a nature
that would be required to be reported in response to Item
6(a) of Schedule l4A of Regulation l4A (or in response to
any similar item on any similar schedule or form)
promulgated under the Securities Exchange Act of l934 (the
"Act"), whether or not the Corporation is then subject to
such reporting requirement; provided, however, that,
without limitation, such a Change in Control shall be
deemed to have occurred if after the Effective Date (i) any
"person" (as such term is used in Sections l3(d) and l4(d)
of the Act) is or becomes the "beneficial owner" (as
defined in Rule l3d-3 under the Act), directly or
indirectly, of securities of the Corporation representing
twenty percent (20%) or more of the combined voting power
of the Corporation's then outstanding securities without
the prior approval of at least two-thirds of the members of
the Board in office immediately prior to such person
attaining such percentage interest; (ii) the Corporation is
a party to a merger, consolidation, sale of assets or other
reorganization, or a proxy contest, as a consequence of
which members of the Board in office immediately prior to
such transaction or event constitute less than a majority
of the Board thereafter; or (iii) during any period of two
consecutive years, individuals who at the beginning of such
period constituted the Board (including for this purpose
any new director whose election or nomination for election
by the Corporation's stockholders was approved by a vote of
at least two-thirds of the directors then still in office
who were directors at the beginning of such period) cease
for any reason to constitute at least a majority of the
Board.
(b) "Corporate Status" means the status of a person who
is or was a director, officer, employee, agent or fiduciary
of the Corporation or of any other corporation,
partnership, joint venture, trust, employee benefit plan or
other enterprise which such person is or was serving at the
request of the Corporation.
(c) "Disinterested Director" means a director of the
Corporation who is not and was not a party to the
Proceeding in respect of which indemnification is sought by
Indemnitee.
(d) "Effective Date" means ____________.
(e) "Expenses" means all reasonable attorneys' fees,
retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, duplicating costs, printing
and binding costs, telephone charges, postage, delivery
service fees and all other disbursements or expenses of the
types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating,
or being or preparing to be a witness in a Proceeding.
(f) "Independent Counsel" means a law firm, or a member
of a law firm, that is experienced in matters of
corporation law and neither presently is, nor in the past
five years has been, retained to represent: (i) the
Corporation or Indemnitee in any other matter material to
either such party, or (ii) any other party to the
Proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term
"Independent Counsel" shall not include any person who,
under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in
representing either the Corporation or Indemnitee in an
action to determine Indemnitee's rights under this
Agreement.
(g) "Proceeding" means any action, suit, arbitration,
alternate dispute resolution mechanism, investigation,
administrative hearing or any other proceeding, whether
civil, criminal, administrative or investigative, except
one initiated by an Indemnitee pursuant to Section 11 of
this Agreement to enforce an Indemnitee's rights under this
Agreement.
Section 2. Services by Indemnitee.
Indemnitee agrees to serve as an officer and/or director
of the Corporation, and, at its request, as a director,
officer, employee, agent or fiduciary of certain other
corporations and entities. Indemnitee may at any time and
for any reason resign from any such position (subject to
any other contractual obligation or any obligation imposed
by operation of law).
Section 3. Indemnification -
General.
The Corporation shall indemnify, and advance Expenses
to, Indemnitee as provided in this Agreement to the fullest
extent permitted by applicable law in effect on the date
hereof and to such greater extent as applicable law may
thereafter from time to time permit. The rights of
Indemnitee provided under the preceding sentence shall
include, but shall not be limited to, the rights set forth
in the other Sections of this Agreement.
Section 4. Proceedings Other Than
Proceedings by or in the Right of the Corporation.
Indemnitee shall be entitled to the rights of
indemnification provided in this Section if, by reason of
Indemnitee's Corporate Status, Indemnitee is, or is
threatened to be made, a party to any threatened, pending
or completed Proceeding, other than a Proceeding by or in
the right of the Corporation. Pursuant to this Section,
Indemnitee shall be indemnified against Expenses,
judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by Indemnitee or on
Indemnitee's behalf in connection with any such Proceeding
or any claim, issue or matter therein, if Indemnitee acted
in good faith and in a manner Indemnitee reasonably
believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal
Proceeding, had no reasonable cause to believe Indemnitee's
conduct was unlawful.
Section 5. Proceedings by or in
the Right of the Corporation.
Indemnitee shall be entitled to the rights of
indemnification provided in this Section if, by reason of
Indemnitee's Corporate Status, Indemnitee is, or is
threatened to be made, a party to any threatened, pending
or completed Proceeding brought by or in the right of the
Corporation to procure a judgment in its favor. Pursuant
to this Section, Indemnitee shall be indemnified against
Expenses, judgments, penalties, fines and amounts paid in
settlement, actually and reasonably incurred by Indemnitee
or on Indemnitee's behalf in connection with any such
Proceeding if Indemnitee acted in good faith and in a
manner Indemnitee reasonably believed to be in or not
opposed to the best interests of the Corporation.
Notwithstanding the foregoing, no indemnification against
such Expenses shall be made in respect of any claim, issue
or matter in any such Proceeding as to which Indemnitee
shall have been adjudged to be liable to the Corporation if
applicable law prohibits such indemnification unless the
Court of Chancery of the State of Delaware, or the court in
which such Proceeding shall have been brought or is
pending, shall determine that indemnification against
Expenses may nevertheless be made by the Corporation.
Section 6. Indemnification for
Expenses of a Party Who is Wholly or Partly Successful.
Notwithstanding any other provision of this Agreement,
to the extent that Indemnitee is, by reason of Indemnitee's
Corporate Status, a party to and is successful, on the
merits or otherwise, in any Proceeding, Indemnitee shall be
indemnified against all Expenses actually and reasonably
incurred by Indemnitee or on Indemnitee's behalf in
connection therewith. If Indemnitee is not wholly
successful in such Proceeding but is successful, on the
merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the
Corporation shall indemnify Indemnitee against all Expenses
actually and reasonably incurred by Indemnitee or on
Indemnitee's behalf in connection with each successfully
resolved claim, issue or matter. For the purposes of this
Section and without limiting the foregoing, the termination
of any claim, issue or matter in any such Proceeding by
dismissal, with or without prejudice, shall be deemed to be
a successful result as to such claim, issue or matter.
Section 7. Indemnification for
Expenses of a Witness.
Notwithstanding any other provision of this Agreement,
to the extent that Indemnitee is, by reason of Indemnitee's
Corporate Status, a witness in any Proceeding, Indemnitee
shall be indemnified against all Expenses actually and
reasonably incurred by Indemnitee or on Indemnitee's behalf
in connection therewith.
Section 8. Advancement of
Expenses.
The Corporation shall advance all Expenses incurred by
or on behalf of Indemnitee in connection with any
Proceeding within twenty (20) days after the receipt by the
Corporation of a statement or statements from Indemnitee
requesting such advance or advances from time to time,
whether prior to or after final disposition of such
Proceeding. Such statement or statements shall reasonably
evidence the Expenses incurred by Indemnitee and shall
include or be preceded or accompanied by an undertaking by
or on behalf of Indemnitee to repay any Expenses advanced
if it shall ultimately be determined that Indemnitee is not
entitled to be indemnified against such Expenses.
Section 9. Procedure for
Determination of Entitlement to Indemnification.
(a) To obtain indemnification under this Agreement in
connection with any Proceeding, and for the duration
thereof, Indemnitee shall submit to the Corporation a
written request, including therein or therewith such
documentation and information as is reasonably available to
Indemnitee and is reasonably necessary to determine whether
and to what extent Indemnitee is entitled to
indemnification. The Secretary of the Corporation shall,
promptly upon receipt of any such request for
indemnification, advise the Board in writing that
Indemnitee has requested indemnification.
(b) Upon written request by Indemnitee for
indemnification pursuant to Section 9(a) hereof, a
determination, if required by applicable law, with respect
to Indemnitee's entitlement thereto shall be made in such
case: (i) if a Change in Control shall have occurred, by
Independent Counsel (unless Indemnitee shall request that
such determination be made by the Board or the
stockholders, in which case in the manner provided for in
clauses (ii) or (iii) or this Section 9(b)) in a written
opinion to the Board, a copy of which shall be delivered to
Indemnitee; (ii) if a Change of Control shall not have
occurred, (A) by the Board by a majority vote of a quorum
consisting of Disinterested Directors, or (B) if a quorum
of the Board consisting of Disinterested Directors is not
obtainable, or even if such quorum is obtainable, if such
quorum of Disinterested Directors so directs, either (x) by
Independent Counsel in a written opinion to the Board, a
copy of which shall be delivered to Indemnitee, or (y) by
the stockholders of the Corporation, as determined by such
quorum of Disinterested Directors, or a quorum of the
Board, as the case may be; or (iii) as provided in Section
l0(b) of this Agreement. If it is so determined that
Indemnitee is entitled to indemnification, payment to
Indemnitee shall be made within ten (l0) days after such
determination. Indemnitee shall cooperate with the person,
persons, or entity making such determination with respect
to Indemnitee's entitlement to indemnification, including
providing to such person, persons or entity upon reasonable
advance request any documentation or information which is
not privileged or otherwise protected from disclosure and
which is reasonably available to Indemnitee and reasonably
necessary to such determination. Any costs or expenses
(including attorneys' fees and disbursements) incurred by
Indemnitee in so cooperating with the person, persons or
entity making such determination shall be borne by the
Corporation (irrespective of the determination as to
Indemnitee's entitlement to indemnification) and the
Corporation hereby indemnifies and agrees to hold
Indemnitee harmless therefrom.
(c) If required, Independent Counsel shall be selected
as follows: (i) if a Change of Control shall not have
occurred, Independent Counsel shall be selected by the
Board by a majority vote of a quorum consisting of
Disinterested Directors, and the Corporation shall give
written notice to Indemnitee advising Indemnitee of the
identity of Independent Counsel so selected; or (ii) if a
Change of Control shall have occurred, Independent Counsel
shall be selected by Indemnitee (unless Indemnitee shall
request that such selection be made by the Board, in which
event (i) shall apply), and Indemnitee shall give written
notice to the Corporation advising it of the identity of
Independent Counsel so selected. In either event,
Indemnitee or the Corporation, as the case may be, may,
within seven (7) days after such written notice of
selection shall have been given, deliver to the Corporation
or to Indemnitee, as the case may be, a written objection
to such selection. Such objection may be asserted only on
the ground that Independent Counsel so selected does not
meet the requirements of "Independent Counsel" as defined
in Section l of this Agreement, and the objection shall set
forth with particularity the factual basis of such
assertion. If such written objection is made, Independent
Counsel so selected may not serve as Independent Counsel
unless and until a court has determined that such objection
is without merit. If, within twenty (20) days after
submission by Indemnitee of a written request for
indemnification pursuant to Section 9(a) hereof, no
Independent Counsel shall have been selected and not
objected to, either the Corporation or Indemnitee may
petition the Court of Chancery of the State of Delaware, or
other court of competent jurisdiction, for resolution of
any objection which shall have been made by the Corporation
or Indemnitee to the other's selection of Independent
Counsel and/or for the appointment as Independent Counsel
of a person selected by such court or by such other person
as such court shall designate, and the person with respect
to whom an objection is so resolved or the person so
appointed shall act as Independent Counsel under Section
9(b) hereof. The Corporation shall pay any and all
reasonable fees and expenses of Independent Counsel
incurred by such Independent Counsel in connection with its
actions pursuant to this Agreement, and the Corporation
shall pay all reasonable fees and expenses incident to the
procedures of this Section 9(c) regardless of the manner in
which such Independent Counsel was selected or appointed.
Upon the due commencement date of any judicial proceeding
or arbitration pursuant to Section 11(a)(iii) of this
Agreement, Independent Counsel shall be discharged and
relieved of any further responsibility in such capacity
(subject to the applicable standards of professional
conduct then prevailing).
Section 10. Presumptions and
Effects of Certain Proceedings.
(a) If a Change of Control shall have occurred, in
making a determination with respect to entitlement to
indemnification hereunder, the person or persons or entity
making such determination shall presume that Indemnitee is
entitled to indemnification under this Agreement if
Indemnitee has submitted a request for indemnification in
accordance with Section 9(a) of this Agreement, and the
Corporation shall have the burden of proof to overcome that
presumption in connection with the making by any person,
persons or entity of any determination contrary to that
presumption.
(b) If the person, persons or entity empowered or
selected under Section 9 of this Agreement to determine
whether Indemnitee is entitled to indemnification shall not
have made a determination within sixty (60) days after
receipt by the Corporation of the request therefor, the
requisite determination of entitlement to indemnification
shall be deemed to have been made and Indemnitee shall be
entitled to such indemnification, absent (i) a misstatement
by Indemnitee of a material fact, or an omission of a
material fact necessary to make Indemnitee's statement not
materially misleading, in connection with the request for
indemnification, or (ii) prohibition of such
indemnification under applicable law; provided, however,
that such sixty (60) day period may be extended for a
reasonable time, not to exceed an additional thirty (30)
days, if the person, persons or entity making the
determination with respect to entitlement to
indemnification in good faith require(s) such additional
time for the obtaining or evaluating of documentation
and/or information relating thereto; and provided, further,
that the foregoing provisions of this Section l0(b) shall
not apply (i) if the determination of entitlement to
indemnification is to be made by the stockholders pursuant
to Section 9(b) of this Agreement and if (A) within fifteen
(l5) days after receipt by the Corporation of the request
for such determination the Board has resolved to submit
such determination to the stockholders for their
consideration at an annual meeting thereof to be held
within seventy-five (75) days after such receipt and such
determination is made thereat, or (B) a special meeting of
stockholders is called within fifteen (l5) days after such
receipt for the purpose of making such determination, such
meeting is held for such purpose within sixty (60) days
after having been so called and such determination is made
thereat, or (ii) if the determination of entitlement to
indemnification is to be made by Independent Counsel
pursuant to Section 9(b) of this Agreement.
(c) The termination of any Proceeding or of any claim,
issue or matter therein, by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its
equivalent, shall not (except as otherwise expressly
provided in this Agreement) of itself adversely affect the
right of Indemnitee to indemnification or create a
presumption that Indemnitee did not act in good faith and
in a manner which Indemnitee reasonably believed to be in
or not opposed to the best interests of the Corporation or,
with respect to any criminal Proceeding, that Indemnitee
had reasonable cause to believe that Indemnitee's conduct
was unlawful.
Section 11. Remedies of Indemnitee.
(a) In the event that (i) a determination is made
pursuant to Section 9 of this Agreement that Indemnitee is
not entitled to indemnification under this Agreement, (ii)
advancement of Expenses is not timely made pursuant to
Section 8 of this Agreement, (iii) the determination of
entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 9(b) of this Agreement and such
determination shall not have been made and delivered in a
written opinion within ninety (90) days after receipt by
the Corporation of the request for indemnification, (iv)
payment of indemnification is not made pursuant to Section
7 of this Agreement within ten (l0) days after receipt by
the Corporation of a written request therefor, or (v)
payment of indemnification is not made within ten (l0) days
after a determination has been made that Indemnitee is
entitled to indemnification or such determination is deemed
to have been made pursuant to Section 9 or l0 of this
Agreement, Indemnitee shall be entitled to an adjudication
in an appropriate court of the State of Delaware, or in any
other court of competent jurisdiction, of Indemnitee's
entitlement to such indemnification or advancement of
Expenses. Alternatively, Indemnitee, at Indemnitee's
option, may seek an award in arbitration to be conducted by
a single arbitrator pursuant to the rules of the American
Arbitration Association. Indemnitee shall commence such
proceeding seeking an adjudication or an award or
arbitration within one hundred eighty (l80) days following
the date on which Indemnitee first has the right to
commence such proceeding pursuant to this Section 11(a).
The Corporation shall not oppose Indemnitee's right to seek
any such adjudication or award in arbitration.
(b) In the event that a determination shall have been
made pursuant to Section 9 of this Agreement that
Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this
Section shall be conducted in all respects as a de novo
trial or arbitration on the merits and Indemnitee shall not
be prejudiced by reason of that adverse determination. If
a Change of Control shall have occurred, in any judicial
proceeding or arbitration commenced pursuant to this
Section the Corporation shall have the burden of proving
that Indemnitee is not entitled to indemnification or
advancement of Expenses, as the case may be.
(c) If a determination shall have been made or deemed to
have been made pursuant to Section 9 or l0 of this
Agreement that Indemnitee is entitled to indemnification,
the Corporation shall be bound by such determination in any
judicial proceeding or arbitration commenced pursuant to
this Section, absent (i) a misstatement by Indemnitee of a
material fact, or an omission of any material fact
necessary to make Indemnitee's statement not materially
misleading, in connection with the request for
indemnification, or (ii) prohibition of such
indemnification under applicable law.
(d) The Corporation shall be precluded from asserting in
any judicial proceeding or arbitration commenced pursuant
to this Section that the procedures and presumptions of
this Agreement are not valid, binding and enforceable and
shall stipulate in any such court or before any such
arbitrator that the Corporation is bound by all the
provisions of this Agreement.
(e) In the event that Indemnitee, pursuant to this
Section, seeks a judicial adjudication of, or an award in
arbitration to enforce, Indemnitee's rights under, or to
recover damages for breach of, this Agreement, Indemnitee
shall be entitled to recover from the Corporation, and
shall be indemnified by the Corporation against, any and
all expenses (of the kinds described in the definition of
Expenses) actually and reasonably incurred by Indemnitee in
such judicial adjudication or arbitration, but only if
Indemnitee prevails therein. If it shall be determined in
such judicial adjudication or arbitration that Indemnitee
is entitled to receive part but not all of the
indemnification or advancement of expenses sought, the
expenses incurred by Indemnitee in connection with such
judicial adjudication or arbitration shall be appropriately
prorated.
Section 12. Non-Exclusivity;
Survival of Rights; Insurance Subrogation.
(a) The rights of indemnification and to receive
advancement of Expenses as provided by this Agreement shall
not be deemed exclusive of any other rights to which
Indemnitee may at any time be entitled under applicable
law, the certificate of incorporation or by-laws of the
Corporation, any agreement, a vote of stockholders or a
resolution of directors, or otherwise. No amendment,
alteration or repeal of this Agreement or any provision
hereof shall be effective as to any Indemnitee with respect
to any action taken or omitted by such Indemnitee in
Indemnitee's Corporate Status prior to such amendment,
alteration or repeal.
(b) To the extent that the Corporation maintains an
insurance policy or policies providing liability insurance
for directors, officers, employees, agents or fiduciaries
of the Corporation or of any other corporation,
partnership, joint venture, trust, employee benefit plan or
other enterprise which such person serves at the request of
the Corporation, Indemnitee shall be covered by such policy
or policies in accordance with its or their terms to the
maximum extent of the coverage available for any such
director, officer, employee, agent or fiduciary under such
policy or policies.
(c) In the event of any payment under this Agreement,
the Corporation shall be subrogated to the extent of such
payment to all of the rights of recovery of Indemnitee, who
shall execute all papers required and take all action
necessary to secure such rights, including execution of
such documents as are necessary to enable the Corporation
to bring suit to enforce such rights.
(d) The Corporation shall not be liable under this
Agreement to make any payment of amounts otherwise
indemnifiable hereunder if and to the extent that
Indemnitee has otherwise actually received such payment
under any insurance policy, contract, agreement or
otherwise.
Section 13. Duration of Agreement.
This Agreement shall continue until and terminate upon
the later of: (a) ten (10) years after the date that
Indemnitee shall have ceased to serve as a director,
officer, employee, agent or fiduciary of the Corporation or
of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise which
Indemnitee served at the request of the Corporation; or (b)
the final termination of all pending Proceedings in respect
of which Indemnitee is granted rights of indemnification or
advancement of Expenses hereunder and of any proceeding
commenced by Indemnitee pursuant to Section 11 of this
Agreement. This Agreement shall be binding upon the
Corporation and its successors and assigns and shall inure
to the benefit of Indemnitee and Indemnitee's heirs,
executors and administrators.
Section 14. Severability.
If any provision or provisions of this Agreement shall
be held to be invalid, illegal or unenforceable for any
reason whatsoever: (a) the validity, legality and
enforceability of the remaining provisions of this
Agreement (including, without limitation, each portion of
any Section of this Agreement containing any such provision
held to be invalid, illegal or unenforceable, that is not
itself invalid, illegal or unenforceable) shall not in any
way be affected or impaired thereby; and (b) to the fullest
extent possible, the provisions of this Agreement
(including, without limitation, each portion of any Section
of this Agreement containing any such provision held to be
invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision
held invalid, illegal or unenforceable.
Section 15. Exception to Right of
Indemnification or Advancement of Expenses.
Except as provided in Section 11(e), Indemnitee shall
not be entitled to indemnification or advancement of
Expenses under this Agreement with respect to any
Proceeding, or any claim therein, brought or made by
Indemnitee against the Corporation. For the purposes of
this Section 15, a Proceeding in the right of the
Corporation shall not be deemed to constitute a Proceeding
brought or made by the Corporation.
Section 16. Identical Counterparts.
This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be
deemed to be an original but all of which together shall
constitute one and the same Agreement. Only one such
counterpart signed by the party against whom enforceability
is sought needs to be produced to evidence the existence of
this Agreement.
Section 17. Headings.
The headings of the paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the
construction thereof.
Section 18. Modification and Waiver.
No supplement, modification or amendment to this
Agreement shall be binding unless executed in writing by
both of the parties hereto. No waiver of any of the
provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions hereof (whether
or not similar) nor shall such waiver constitute a
continuing waiver.
Section 19. Notice by Indemnitee.
Indemnitee agrees promptly to notify the Corporation in
writing upon being served with any summons, citation,
subpoena, complaint, indictment, information or other
document relating to any Proceeding or matter which may be
subject to indemnification or advancement of Expenses
covered hereunder.
INDEMNITEE THE LIPOSOME COMPANY,
INC.
By:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chairman of the Board of
Directors
and Chief Executive
Officer
I, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Secretary, certify that the Board of
Directors has authorized the Corporation to enter into this
Agreement by a resolution unanimously passed at its
_____________meeting.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Secretary