| Preview
Subscribers | 2003 |
Asset Purchase Agreement
Asset Purchase Agreement (205K)
Doc #101527: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-2.1
{SEQUENCE}3
{PAGE}
Exhibit 2.1
--------------------------
--------------------------
ASSET PURCHASE AGREEMENT
dated as of
February 18, 2003
among
NORTH ATLANTIC TRADING COMPANY, INC.
STAR SCIENTIFIC, INC.
and
STAR TOBACCO, INC.
--------------------------
--------------------------
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE 1. PURCHASE AND SALE OF ASSETS ........................................... 2
1.1 Purchase and Sale of Assets .................................... 2
1.2 Assumption of Liabilities ...................................... 3
1.3 Excluded Assets and Excluded Liabilities ....................... 4
1.4 Purchase Price and Terms ....................................... 6
1.5 Closing ........................................................ 7
1.6 Net Working Capital Adjustment ................................. 8
1.7 Accounts Receivable ............................................ 10
1.8 Allocation of Purchase Price ................................... 11
ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF THE SELLERS ......................... 11
2.1 Corporate Organization and Authority of the Sellers ............ 12
2.2 No Conflict .................................................... 12
2.3 Assets ......................................................... 12
2.4 Transferred Contracts; No Defaults ............................. 13
2.5 Intellectual Property .......................................... 14
2.6 Real Property .................................................. 15
2.7 Litigation and Proceedings ..................................... 16
2.8 Employee Benefit Plans ......................................... 16
2.9 Labor Relations ................................................ 17
2.10 Legal Compliance ............................................... 17
2.11 Tobacco Matters ................................................ 18
2.12 Environmental Matters .......................................... 18
2.13 Governmental Consents .......................................... 19
2.14 Licenses, Permits and Authorizations ........................... 19
2.15 Absence of Material Adverse Changes ............................ 19
2.16 Brokers' Fees .................................................. 20
2.17 Taxes .......................................................... 20
2.18 Insurance ...................................................... 21
2.19 Financial Statements; SEC Filings .............................. 21
2.20 Inventory ...................................................... 21
2.21 Sellers Acknowledgement ........................................ 22
ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF PURCHASER ........................... 22
3.1 Corporate Organization and Authority of Purchaser .............. 22
3.2 No Conflict .................................................... 22
3.3 SEC Filings .................................................... 23
3.4 Litigation and Proceedings ..................................... 23
3.5 Legal Compliance ............................................... 24
3.6 Governmental Consents .......................................... 24
3.7 Brokers' Fees .................................................. 24
3.8 Purchaser Acknowledgment ....................................... 24
ARTICLE 4. COVENANTS RELATING TO THE CONDUCT OF BUSINESS ......................... 24
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C}
4.1 Conduct of Transferred Business by the Sellers ................ 24
4.2 No Solicitations .............................................. 25
ARTICLE 5. ADDITIONAL AGREEMENTS ................................................ 27
5.1 Parent Stockholder Meeting; Proxy Statement ................... 27
5.2 Support of Transaction ........................................ 28
5.3 Inspection .................................................... 28
5.4 HSR Act ....................................................... 29
101527
|
Star Scientific
As referenced in this Asset Purchase Agreement:
STAR SCIENTIFIC INC –
STAR SCIENTIFIC INC
_____________
STAR SCIENTIFIC, INC. –
EX-2.1
3
Exhibit 2.1
--------------------------
--------------------------
ASSET PURCHASE AGREEMENT
dated as of
February 18, 2003
among
NORTH ATLANTIC TRADING COMPANY, INC.
STAR SCIENTIFIC, INC.
and
STAR TOBACCO, INC.
--------------------------
--------------------------
TABLE OF CONTENTS
Page
----
ARTICLE 1. PURCHASE AND SALE OF ASSETS ........................................... 2
1.1 Purchase and Sale of Assets .................................... 2
_____________
STAR SCIENTIFIC, INC. – Purchaser
P Post-Closing Escrow Agreement
v
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (this "Agreement") is entered
into among NORTH ATLANTIC TRADING COMPANY, INC., a Delaware corporation
("Purchaser"), STAR SCIENTIFIC, INC. , a Delaware corporation ("Parent"), and
STAR TOBACCO, INC., a Virginia corporation ("Opco" and, together with Parent,
the "Sellers"), as of this 18th day of February 2003.
RECITALS:
WHEREAS, in
_____________
Star Scientific, Inc. – 1.1.
"Assumed Liabilities" has the meaning specified in Section 1.2.
"B&W Agreements" means (i) Restated Master Agreement, dated April 25,
2001, between Brown & Williamson Tobacco Corporation and Star Scientific, Inc. ;
(ii) Supply Agreement for Star Scientific Blend, dated January 1, 2000, between
Brown & Williamson Tobacco Corporation and Star Tobacco and Pharmaceuticals,
Inc.; (iii) Cigarette Manufacturing Agreement, dated January 1,
_____________
Star Scientific, Inc. – Brown & Williamson Tobacco Corporation and Star Tobacco and Pharmaceuticals,
Inc.; (iv) Restated Loan Agreement, dated August 21, 2000 and as first amended
on April 25, 2001 ($4,950,000), among Star Scientific, Inc. , Star Tobacco and
Pharmaceuticals, Inc. and Brown & Williamson Tobacco Corporation; (v) Restated
Promissory Note A ($13,200,000), dated April 25, 2001, from Star Scientific,
Inc. and Brown & Williamson
_____________
dt 1852511
;
Star Scientific
As referenced in this Asset Purchase Agreement:
STAR SCIENTIFIC, INC. – MsoNormal>
{DOCUMENT}
{TYPE}EX-2.1
{SEQUENCE}3
{PAGE}
Exhibit 2.1
--------------------------
--------------------------
ASSET PURCHASE AGREEMENT
dated as of
February 18, 2003
among
NORTH ATLANTIC TRADING COMPANY, INC.
STAR SCIENTIFIC, INC.
and
STAR TOBACCO, INC.
--------------------------
--------------------------
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE 1. PURCHASE AND SALE OF ASSETS ........................................... 2
1.1 Purchase and Sale of Assets .................................... 2
_____________
STAR SCIENTIFIC, INC. – Purchaser
P Post-Closing Escrow Agreement
v
{PAGE}
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (this "Agreement") is entered
into among NORTH ATLANTIC TRADING COMPANY, INC., a Delaware corporation
("Purchaser"), STAR SCIENTIFIC, INC. , a Delaware corporation ("Parent"), and
STAR TOBACCO, INC., a Virginia corporation ("Opco" and, together with Parent,
the "Sellers"), as of this 18th day of February 2003.
RECITALS:
WHEREAS, in
_____________
Star Scientific, Inc. – 1.1.
"Assumed Liabilities" has the meaning specified in Section 1.2.
"B&W Agreements" means (i) Restated Master Agreement, dated April 25,
2001, between Brown & Williamson Tobacco Corporation and Star Scientific, Inc. ;
(ii) Supply Agreement for Star Scientific Blend, dated January 1, 2000, between
Brown & Williamson Tobacco Corporation and Star Tobacco and Pharmaceuticals,
Inc.; (iii) Cigarette Manufacturing Agreement, dated January 1,
_____________
Star Scientific, Inc. – Brown & Williamson Tobacco Corporation and Star Tobacco and Pharmaceuticals,
Inc.; (iv) Restated Loan Agreement, dated August 21, 2000 and as first amended
on April 25, 2001 ($4,950,000), among Star Scientific, Inc. , Star Tobacco and
Pharmaceuticals, Inc. and Brown & Williamson Tobacco Corporation; (v) Restated
Promissory Note A ($13,200,000), dated April 25, 2001, from Star Scientific,
Inc. and Brown & Williamson
_____________
Star Scientific,
Inc. – 4,950,000), among Star Scientific, Inc., Star Tobacco and
Pharmaceuticals, Inc. and Brown & Williamson Tobacco Corporation; (v) Restated
Promissory Note A ($13,200,000), dated April 25, 2001, from Star Scientific,
Inc. and Brown & Williamson Tobacco Corporation; (vi) Restated Promissory Note C
($4,950,000), dated April 25, 2000, from Star Tobacco and Pharmaceuticals, Inc.
to Brown & Williamson Tobacco Corporation; (vii)
_____________
dt 1331360
;
 Latham & Watkins
As referenced in this Asset Purchase Agreement:
Latham &
Watkins, – Delaware
counsel to Parent, in the form of Annex M hereto and an opinion of Latham &
Watkins, Virginia counsel to Opco, in the form of Annex N hereto; and
7
{PAGE}
(
Latham & Watkins
– 20814
Attention: Robert E. Pokusa, General Counsel
Telecopy No.: (301) 654-9308
with copies to:
Latham & Watkins
555 Eleventh St., N.W.
Suite 1000
Washington, D.C. 20004
Attention: Scott C.
dt 31096
;
|
Weil Gotshal
As referenced in this Asset Purchase Agreement:
Weil, Gotshal – the obligations of the parties set
forth in Article 6 hereof, at the offices of Weil, Gotshal & Manges LLP, 767
Fifth Avenue, New York, NY 10153, or at such other time
Weil, Gotshal – Date by the Secretary of
State of the State of Delaware;
(iv) an opinion of Weil, Gotshal & Manges LLP, in the form
of Annex O hereto; and
(v) the other documents
Weil, Gotshal – Attention: David Brunson, President
Chief Financial Officer
Telecopy No.: (212) 253-8296
with copies to:
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attention: David E. Zeltner
Telecopy
dt 31995
;
North Atlantic Trading Company, Inc.;
Star Tobacco, Inc.
|
| Preview
Subscribers | 2003 |
Asset Purchase Agreement
Asset Purchase Agreement (209K)
Doc #1612336: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
DATED AS OF
FEBRUARY 18, 2003
AMONG
NORTH ATLANTIC TRADING COMPANY, INC.
STAR SCIENTIFIC, INC.
AND
STAR TOBACCO, INC.
--------------------------
--------------------------
<PAGE>
<TABLE>
<CAPTION>
. . .
1612336
|
Star Scientific
As referenced in this Asset Purchase Agreement:
STAR SCIENTIFIC, INC. –
2.1
Exhibit 2.1
--------------------------
--------------------------
ASSET PURCHASE AGREEMENT
DATED AS OF
FEBRUARY 18, 2003
AMONG
NORTH ATLANTIC TRADING COMPANY, INC.
STAR SCIENTIFIC, INC.
AND
STAR TOBACCO, INC.
--------------------------
--------------------------
TABLE OF CONTENTS
-----------------
PAGE
----
Article 1. PURCHASE AND SALE OF ASSETS............................................................................................2
1.1 Purchase and Sale of Assets........................................................................
_____________
STAR SCIENTIFIC, INC. – Purchaser
P Post-Closing Escrow Agreement
v
ASSET PURCHASE AGREEMENT
------------------------
This Asset Purchase Agreement (this "Agreement") is entered into
among NORTH ATLANTIC TRADING COMPANY, INC., a Delaware corporation
("Purchaser"), STAR SCIENTIFIC, INC. , a Delaware corporation ("Parent"), and
STAR TOBACCO, INC., a Virginia corporation ("Opco" and, together with Parent,
the "Sellers"), as of this 18th day of February 2003.
RECITALS:
---------
WHEREAS, in
_____________
Star Scientific, Inc. – 1.1.
"Assumed Liabilities" has the meaning specified in Section 1.2.
"B&W Agreements" means (i) Restated Master Agreement, dated April 25,
2001, between Brown & Williamson Tobacco Corporation and Star Scientific, Inc. ;
(ii) Supply Agreement for Star Scientific Blend, dated January 1, 2000, between
Brown & Williamson Tobacco Corporation and Star Tobacco and Pharmaceuticals,
Inc.; (iii) Cigarette Manufacturing Agreement, dated January 1,
_____________
Star Scientific, Inc. – Brown & Williamson Tobacco Corporation and Star Tobacco and Pharmaceuticals,
Inc.; (iv) Restated Loan Agreement, dated August 21, 2000 and as first amended
on April 25, 2001 ($4,950,000), among Star Scientific, Inc. , Star Tobacco and
Pharmaceuticals, Inc. and Brown & Williamson Tobacco Corporation; (v) Restated
Promissory Note A ($13,200,000), dated April 25, 2001, from Star Scientific,
Inc. and Brown & Williamson
_____________
Star Scientific,
Inc. – 4,950,000), among Star Scientific, Inc., Star Tobacco and
Pharmaceuticals, Inc. and Brown & Williamson Tobacco Corporation; (v) Restated
Promissory Note A ($13,200,000), dated April 25, 2001, from Star Scientific,
Inc. and Brown & Williamson Tobacco Corporation; (vi) Restated Promissory Note C
($4,950,000), dated April 25, 2000, from Star Tobacco and Pharmaceuticals, Inc.
to Brown & Williamson Tobacco Corporation; (vii)
_____________
dt 1866169
;
Star Scientific
As referenced in this Asset Purchase Agreement:
STAR SCIENTIFIC, INC. –
2.1
Exhibit 2.1
--------------------------
--------------------------
ASSET PURCHASE AGREEMENT
DATED AS OF
FEBRUARY 18, 2003
AMONG
NORTH ATLANTIC TRADING COMPANY, INC.
STAR SCIENTIFIC, INC.
AND
STAR TOBACCO, INC.
--------------------------
--------------------------
TABLE OF CONTENTS
-----------------
PAGE
----
Article 1. PURCHASE AND SALE OF ASSETS............................................................................................2
1.1 Purchase and Sale of Assets........................................................................
_____________
STAR SCIENTIFIC, INC. – Purchaser
P Post-Closing Escrow Agreement
v
ASSET PURCHASE AGREEMENT
------------------------
This Asset Purchase Agreement (this "Agreement") is entered into
among NORTH ATLANTIC TRADING COMPANY, INC., a Delaware corporation
("Purchaser"), STAR SCIENTIFIC, INC. , a Delaware corporation ("Parent"), and
STAR TOBACCO, INC., a Virginia corporation ("Opco" and, together with Parent,
the "Sellers"), as of this 18th day of February 2003.
RECITALS:
---------
WHEREAS, in
_____________
Star Scientific, Inc. – 1.1.
"Assumed Liabilities" has the meaning specified in Section 1.2.
"B&W Agreements" means (i) Restated Master Agreement, dated April 25,
2001, between Brown & Williamson Tobacco Corporation and Star Scientific, Inc. ;
(ii) Supply Agreement for Star Scientific Blend, dated January 1, 2000, between
Brown & Williamson Tobacco Corporation and Star Tobacco and Pharmaceuticals,
Inc.; (iii) Cigarette Manufacturing Agreement, dated January 1,
_____________
Star Scientific, Inc. – Brown & Williamson Tobacco Corporation and Star Tobacco and Pharmaceuticals,
Inc.; (iv) Restated Loan Agreement, dated August 21, 2000 and as first amended
on April 25, 2001 ($4,950,000), among Star Scientific, Inc. , Star Tobacco and
Pharmaceuticals, Inc. and Brown & Williamson Tobacco Corporation; (v) Restated
Promissory Note A ($13,200,000), dated April 25, 2001, from Star Scientific,
Inc. and Brown & Williamson
_____________
Star Scientific,
Inc. – 4,950,000), among Star Scientific, Inc., Star Tobacco and
Pharmaceuticals, Inc. and Brown & Williamson Tobacco Corporation; (v) Restated
Promissory Note A ($13,200,000), dated April 25, 2001, from Star Scientific,
Inc. and Brown & Williamson Tobacco Corporation; (vi) Restated Promissory Note C
($4,950,000), dated April 25, 2000, from Star Tobacco and Pharmaceuticals, Inc.
to Brown & Williamson Tobacco Corporation; (vii)
_____________
dt 1865979
;
|
Latham & Watkins
As referenced in this Asset Purchase Agreement:
Latham &
Watkins – the jurisdiction of such Seller's incorporation;
(vi) an opinion of Potter, Anderson & Corroon LLP, Delaware
counsel to Parent, in the form of Annex M hereto and an opinion of Latham &
Watkins , Virginia counsel to Opco, in the form of Annex N hereto; and
7
(vii) the other documents required to be delivered by the
Sellers pursuant to Article 6
_____________
Latham & Watkins – No.: (804) 530-0535
and
Star Scientific, Inc.
7475 Wisconsin Ave.
Suite 850
Bethesda, MD 20814
Attention: Robert E. Pokusa, General Counsel
Telecopy No.: (301) 654-9308
with copies to:
Latham & Watkins
555 Eleventh St., N.W.
Suite 1000
Washington, D.C. 20004
Attention: Scott C. Herlihy
Telecopy No.: (202) 637-2201
or to such other address or addresses as the
_____________
dt 1339379
;
Weil Gotshal
As referenced in this Asset Purchase Agreement:
Weil, Gotshal – on the third (3rd) Business Day following the
satisfaction or waiver of the conditions to the obligations of the parties set
forth in Article 6 hereof, at the offices of Weil, Gotshal & Manges LLP, 767
Fifth Avenue, New York, NY 10153, or at such other time or place as the Sellers
and Purchaser may agree in writing (the day on which
_____________
Weil, Gotshal – good standing for Purchaser, issued not
earlier than five (5) days prior to the Closing Date by the Secretary of State
of the State of Delaware;
(iv) an opinion of Weil, Gotshal & Manges LLP, in the form of
Annex O hereto; and
(v) the other documents required to be delivered by Purchaser
pursuant to Article 6 hereof.
1.6 Net Working
_____________
Weil, Gotshal – Company, Inc.
257 Park Avenue South, 7th Floor
New York, New York 10010
Attention: David Brunson, President
Chief Financial Officer
Telecopy No.:(212) 253-8296
52
with copies to:
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attention: David E. Zeltner
Telecopy No.: (212) 310-8007
If to either of the Sellers, to:
Star Scientific, Inc.
801
_____________
dt 1366911
|
| Preview
Subscribers | 2000 |
Bylaws
Bylaws (40K)
Doc #973214: Click preview link for longer preview.
BY-LAWS
OF
STAR SCIENTIFIC, INC.
(a Delaware Corporation)
ARTICLE I.
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of Star
-----------------
Scientific, Inc. (hereinafter called the "Corporation") in the State of Delaware
is located at 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name and address of the . . .
973214
|
Star Scientific
As referenced in this Bylaws:
STAR SCIENTIFIC, INC. –
EX-3.05
2
0002.txt
BYLAWS OF STAR SCIENTIFIC, INC.
EXHIBIT 3.05
BY-LAWS
OF
STAR SCIENTIFIC, INC.
(a Delaware Corporation)
ARTICLE I.
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of Star
-----------------
Scientific, Inc. (hereinafter
_____________
STAR SCIENTIFIC, INC. –
EX-3.05
2
0002.txt
BYLAWS OF STAR SCIENTIFIC, INC.
EXHIBIT 3.05
BY-LAWS
OF
STAR SCIENTIFIC, INC.
(a Delaware Corporation)
ARTICLE I.
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of Star
-----------------
Scientific, Inc. (hereinafter called the "Corporation") in the State of Delaware
is located at
_____________
Star
-----------------
Scientific, Inc. – BYLAWS OF STAR SCIENTIFIC, INC.
EXHIBIT 3.05
BY-LAWS
OF
STAR SCIENTIFIC, INC.
(a Delaware Corporation)
ARTICLE I.
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of Star
-----------------
Scientific, Inc. (hereinafter called the "Corporation") in the State of Delaware
is located at 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name and address of
_____________
dt 1758463
;
|
Star Scientific
As referenced in this Bylaws:
STAR SCIENTIFIC, INC. –
EX-3.05
2
0002.txt
BYLAWS OF STAR SCIENTIFIC, INC.
EXHIBIT 3.05
BY-LAWS
OF
STAR SCIENTIFIC, INC.
(a Delaware Corporation)
ARTICLE I.
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of Star
-----------------
Scientific, Inc. (hereinafter
_____________
STAR SCIENTIFIC, INC. –
EX-3.05
2
0002.txt
BYLAWS OF STAR SCIENTIFIC, INC.
EXHIBIT 3.05
BY-LAWS
OF
STAR SCIENTIFIC, INC.
(a Delaware Corporation)
ARTICLE I.
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of Star
-----------------
Scientific, Inc. (hereinafter called the "Corporation") in the State of Delaware
is located at
_____________
Star
-----------------
Scientific, Inc. – BYLAWS OF STAR SCIENTIFIC, INC.
EXHIBIT 3.05
BY-LAWS
OF
STAR SCIENTIFIC, INC.
(a Delaware Corporation)
ARTICLE I.
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of Star
-----------------
Scientific, Inc. (hereinafter called the "Corporation") in the State of Delaware
is located at 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name and address of
_____________
dt 1698338
|
| Preview
Subscribers | 2001 |
Employment Agreement
Employment Agreement (40K)
Doc #973210: Click preview link for longer preview.
AMENDED AND RESTATED EXECUTIVE
EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this
"Agreement") is entered into as of March 15, 2001, by and between STAR
SCIENTIFIC, INC., a Delaware corporation (the "Company"), and CHRISTOPHER G.
MILLER ("Executive").
RECITALS
1. The Company is engaged in the research, development and
commercialization of smoking cessation products, potentially reduced-risk
smoking products and smokeless . . .
973210
|
Star Scientific
As referenced in this Employment Agreement:
STAR SCIENTIFIC, INC. –
EX-10.51
5
0005.txt
AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit 10.51
STAR SCIENTIFIC, INC.
AMENDED AND RESTATED EXECUTIVE
EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this
"Agreement") is entered into as of March 15, 2001, by and between STAR
SCIENTIFIC, INC.,
_____________
STAR
SCIENTIFIC, INC. – 51
STAR SCIENTIFIC, INC.
AMENDED AND RESTATED EXECUTIVE
EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this
"Agreement") is entered into as of March 15, 2001, by and between STAR
SCIENTIFIC, INC. , a Delaware corporation (the "Company"), and CHRISTOPHER G.
MILLER ("Executive").
RECITALS
1. The Company is engaged in the research, development and
commercialization of smoking cessation products, potentially reduced-risk
_____________
STAR SCIENTIFIC, INC. – any authorized signatures as if it were the original.
-21-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
COMPANY: EXECUTIVE:
STAR SCIENTIFIC, INC.
By: /s/ Paul L. Perito By: /s/ Christopher G. Miller
------------------------- --------------------------
(Signature) (Signature)
Paul L. Perito, Chairman, Christopher G. Miller
President and COO 603 Wellshire Place
Star Scientific, Inc. Chester,
_____________
Star Scientific, Inc. – COMPANY: EXECUTIVE:
STAR SCIENTIFIC, INC.
By: /s/ Paul L. Perito By: /s/ Christopher G. Miller
------------------------- --------------------------
(Signature) (Signature)
Paul L. Perito, Chairman, Christopher G. Miller
President and COO 603 Wellshire Place
Star Scientific, Inc. Chester, Virginia 23836
7475 Wisconsin Avenue
Suite 850
Bethesda, Maryland 20814
Date: March 13, 2001 Date: March 16, 2001
-22-
_____________
dt 1463158
;
|
Star Scientific
As referenced in this Employment Agreement:
STAR SCIENTIFIC, INC. –
EX-10.51
5
0005.txt
AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit 10.51
STAR SCIENTIFIC, INC.
AMENDED AND RESTATED EXECUTIVE
EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this
"Agreement") is entered into as of March 15, 2001, by and between STAR
SCIENTIFIC, INC.,
_____________
STAR
SCIENTIFIC, INC. – 51
STAR SCIENTIFIC, INC.
AMENDED AND RESTATED EXECUTIVE
EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this
"Agreement") is entered into as of March 15, 2001, by and between STAR
SCIENTIFIC, INC. , a Delaware corporation (the "Company"), and CHRISTOPHER G.
MILLER ("Executive").
RECITALS
1. The Company is engaged in the research, development and
commercialization of smoking cessation products, potentially reduced-risk
_____________
STAR SCIENTIFIC, INC. – any authorized signatures as if it were the original.
-21-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
COMPANY: EXECUTIVE:
STAR SCIENTIFIC, INC.
By: /s/ Paul L. Perito By: /s/ Christopher G. Miller
------------------------- --------------------------
(Signature) (Signature)
Paul L. Perito, Chairman, Christopher G. Miller
President and COO 603 Wellshire Place
Star Scientific, Inc. Chester,
_____________
Star Scientific, Inc. – COMPANY: EXECUTIVE:
STAR SCIENTIFIC, INC.
By: /s/ Paul L. Perito By: /s/ Christopher G. Miller
------------------------- --------------------------
(Signature) (Signature)
Paul L. Perito, Chairman, Christopher G. Miller
President and COO 603 Wellshire Place
Star Scientific, Inc. Chester, Virginia 23836
7475 Wisconsin Avenue
Suite 850
Bethesda, Maryland 20814
Date: March 13, 2001 Date: March 16, 2001
-22-
_____________
dt 1331376
|
| Preview
Subscribers | 2001 |
Exclusive License Agreement
Exclusive License Agreement (25K)
Doc #973139: Click preview link for longer preview.
This Agreement is made by and among Regent Court Technologys (hereinafter "RCT")
and Star Scientific, Inc. (hereinafter "SSI"). RCT and SSI individually and
collectively are hereinafter referred to as "Party" or "Parties," as the case
may be.
1. CONSIDERATION AND EFFECTIVE DATE
1.1 The effective date of this Agreement (the "Agreement") shall be as of
March 16, 2001.
1.2 WHEREAS Regent Court Techno1ogies ("RCT"), a general partnership of
which Jonnie R. Williams ("Williams"), of Manakin-Sabot, Virginia, and . . .
973139
|
Star Scientific
As referenced in this Exclusive License Agreement:
Star Scientific, Inc. – SEQUENCE>5
dex101.txt
EXCLUSIVE LICENSE AGREEMENT
Exhibit 10.1
EXCLUSIVE LICENSE AGREEMENT
This Agreement is made by and among Regent Court Technologys (hereinafter "RCT")
and Star Scientific, Inc. (hereinafter "SSI"). RCT and SSI individually and
collectively are hereinafter referred to as "Party" or "Parties," as the case
may be.
1. CONSIDERATION AND EFFECTIVE DATE
1.1 The
_____________
Star Scientific, Inc. – PAGE>
2. PARTIES AND EFFECT
2.1 Regent Court Technologies ("RCT") is a general partnership having a
place of business at 709 The Hamptons Lane, Chesterfield, Missouri 63017.
2.2 Star Scientific, Inc. ("SSI") is a Delaware corporation having its
principal place of business at 801 Liberty Way, Chester, Virginia 23836-2704.
2.3 The Basic License Agreement is hereby terminated.
3.
_____________
Star Scientific, Inc. – been assigned by Williams to SSI. SSI shall have the right to
file for and obtain patents based on said International Application No.
PCT/US99/20209 in the name of Star Scientific, Inc. in such foreign
jurisdictions as SSI chooses. In consideration of the assignment, SSI shall pay
a royalty to RCT for foreign patents based on International Application No.
PCT/US99/
_____________
Star Scientific, Inc. – Patent Rights, SSI shall have the right but not an obligation to bring legal
action to enforce any such patent, including the right to bring suit in the name
of Star Scientific, Inc. If SSI exercises such right, SSI shall select legal
counsel and pay all legal fees and costs of prosecution of such action. In the
event that SSI shall choose
_____________
Star Scientific, Inc. – address set forth below or at such address as either Party may from
time to time designate in writing.
9
If RCT to: Regent Court Technologies If SSI to: Star Scientific, Inc.
c/o Francis E. O'Donnell, Jr., M.D. 7475 Wisconsin Avenue
709 The Hamptons Lane Suite 850
Chesterfield, MO 63017 Bethesda, Maryland
20814
c/o Paul L. Perito,
_____________
dt 1463155
;
|
Star Scientific
As referenced in this Exclusive License Agreement:
Star Scientific, Inc. – SEQUENCE>5
dex101.txt
EXCLUSIVE LICENSE AGREEMENT
Exhibit 10.1
EXCLUSIVE LICENSE AGREEMENT
This Agreement is made by and among Regent Court Technologys (hereinafter "RCT")
and Star Scientific, Inc. (hereinafter "SSI"). RCT and SSI individually and
collectively are hereinafter referred to as "Party" or "Parties," as the case
may be.
1. CONSIDERATION AND EFFECTIVE DATE
1.1 The
_____________
Star Scientific, Inc. – PAGE>
2. PARTIES AND EFFECT
2.1 Regent Court Technologies ("RCT") is a general partnership having a
place of business at 709 The Hamptons Lane, Chesterfield, Missouri 63017.
2.2 Star Scientific, Inc. ("SSI") is a Delaware corporation having its
principal place of business at 801 Liberty Way, Chester, Virginia 23836-2704.
2.3 The Basic License Agreement is hereby terminated.
3.
_____________
Star Scientific, Inc. – been assigned by Williams to SSI. SSI shall have the right to
file for and obtain patents based on said International Application No.
PCT/US99/20209 in the name of Star Scientific, Inc. in such foreign
jurisdictions as SSI chooses. In consideration of the assignment, SSI shall pay
a royalty to RCT for foreign patents based on International Application No.
PCT/US99/
_____________
Star Scientific, Inc. – Patent Rights, SSI shall have the right but not an obligation to bring legal
action to enforce any such patent, including the right to bring suit in the name
of Star Scientific, Inc. If SSI exercises such right, SSI shall select legal
counsel and pay all legal fees and costs of prosecution of such action. In the
event that SSI shall choose
_____________
Star Scientific, Inc. – address set forth below or at such address as either Party may from
time to time designate in writing.
9
If RCT to: Regent Court Technologies If SSI to: Star Scientific, Inc.
c/o Francis E. O'Donnell, Jr., M.D. 7475 Wisconsin Avenue
709 The Hamptons Lane Suite 850
Chesterfield, MO 63017 Bethesda, Maryland
20814
c/o Paul L. Perito,
_____________
dt 1331373
|
| Preview
Subscribers | 2005 |
Executive Employment Agreement
Executive Employment Agreement (43K)
Doc #972707: Click preview link for longer preview.
EXHIBIT 99.1
Exhibit 99.1
Exhibit 99.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of December 30, 2005, by and between STAR SCIENTIFIC, INC., a Delaware
corporation (the “Company”), and JONNIE R. WILLIAMS (“Executive”). Recitals A. The Company is engaged in the commercialization of tobacco containing less toxins (principally tobacco specific nitrosamines (“TSNA”)),
development of less toxic tobacco products and potentially reduced-risk tobacco products, . . .
972707
|
Star Scientific
As referenced in this Executive Employment Agreement:
STAR SCIENTIFIC, INC. –
Exhibit 99.1
Exhibit 99.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of December 30, 2005, by and between STAR SCIENTIFIC, INC. , a Delaware
corporation (the “Company”), and JONNIE R. WILLIAMS (“Executive”). Recitals A. The Company is engaged in the commercialization of tobacco containing less toxins (principally
_____________
STAR SCIENTIFIC, INC. – signatures as if it were the original. [Signatures on following page.]
-13-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
COMPANY:
STAR SCIENTIFIC, INC.
By:
/s/ PAUL L. PERITO
[SEAL]
Paul L. Perito President
Address for Notices:
7475 Wisconsin Avenue, Suite 850 Bethesda, MD 20814 Attention:
Mr. Paul L. Perito
EXECUTIVE:
/s/ JONNIE
_____________
Star Scientific, Inc. – Walther, P.C. 4103 Chain Bridge Road, Suite 100 Fairfax, Virginia 22030
-14-
EXHIBIT A Performance Goals - Fiscal Year 2006
•
Favorable resolution by the court in the case styled Star Scientific, Inc. v. R.J. Reynolds Tobacco Company et al., Civil Action No. MJG-01-1504, pending in the United States
District Court for the District of Maryland, Northern Division, of (
_____________
dt 1463145
;
|
Star Scientific
As referenced in this Executive Employment Agreement:
STAR SCIENTIFIC, INC. –
Exhibit 99.1
Exhibit 99.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of December 30, 2005, by and between STAR SCIENTIFIC, INC. , a Delaware
corporation (the “Company”), and JONNIE R. WILLIAMS (“Executive”). Recitals A. The Company is engaged in the commercialization of tobacco containing less toxins (principally
_____________
STAR SCIENTIFIC, INC. – signatures as if it were the original. [Signatures on following page.]
-13-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
COMPANY:
STAR SCIENTIFIC, INC.
By:
/s/ PAUL L. PERITO
[SEAL]
Paul L. Perito President
Address for Notices:
7475 Wisconsin Avenue, Suite 850 Bethesda, MD 20814 Attention:
Mr. Paul L. Perito
EXECUTIVE:
/s/ JONNIE
_____________
Star Scientific, Inc. – Walther, P.C. 4103 Chain Bridge Road, Suite 100 Fairfax, Virginia 22030
-14-
EXHIBIT A Performance Goals - Fiscal Year 2006
•
Favorable resolution by the court in the case styled Star Scientific, Inc. v. R.J. Reynolds Tobacco Company et al., Civil Action No. MJG-01-1504, pending in the United States
District Court for the District of Maryland, Northern Division, of (
_____________
dt 1331363
|
| Preview
Subscribers | 2001 |
Executive Employment Agreement
Executive Employment Agreement (41K)
Doc #973208: Click preview link for longer preview.
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into as
of October 6, 2000 (the "Effective Date"), by and between STAR SCIENTIFIC, INC.,
a Delaware corporation (the "Company"), and DAVID M. DEAN ("Executive").
RECITALS
A. The Company, either directly or through its wholly-owned subsidiary,
Star Tobacco and Pharmaceuticals, Inc. ("Star Tobacco"), is engaged in the
research, development and commercialization of smoking cessation products,
reduced-risk smoking products and . . .
973208
|
Star Scientific
As referenced in this Executive Employment Agreement:
STAR SCIENTIFIC, INC. –
EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit 10.44
STAR SCIENTIFIC, INC.
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into as
of October 6, 2000 (the "Effective Date"), by and between STAR SCIENTIFIC, INC.,
a Delaware corporation (
_____________
STAR SCIENTIFIC, INC. –
Exhibit 10.44
STAR SCIENTIFIC, INC.
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into as
of October 6, 2000 (the "Effective Date"), by and between STAR SCIENTIFIC, INC. ,
a Delaware corporation (the "Company"), and DAVID M. DEAN ("Executive").
RECITALS
A. The Company, either directly or through its wholly-owned subsidiary,
Star Tobacco and Pharmaceuticals, Inc. ("Star Tobacco"),
_____________
STAR SCIENTIFIC, INC. – signatures as if it were the original.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
COMPANY: EXECUTIVE:
STAR SCIENTIFIC, INC.
By: /s/ Paul L. Perito /s/ David M. Dean
----------------------------------------- ---------------------------------------------------
(Signature) (Signature)
Paul L. Perito, Chairman, President and COO David M. Dean
Star Scientific, Inc. 35 Huntington Ridge Road
16
_____________
Star Scientific, Inc. –
COMPANY: EXECUTIVE:
STAR SCIENTIFIC, INC.
By: /s/ Paul L. Perito /s/ David M. Dean
----------------------------------------- ---------------------------------------------------
(Signature) (Signature)
Paul L. Perito, Chairman, President and COO David M. Dean
Star Scientific, Inc. 35 Huntington Ridge Road
16 South Market Street Manakin-Sabot, Virginia 23103
Petersburg, Virginia 23803
22
_____________
dt 1868277
;
|
Star Scientific
As referenced in this Executive Employment Agreement:
STAR SCIENTIFIC, INC. –
EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit 10.44
STAR SCIENTIFIC, INC.
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into as
of October 6, 2000 (the "Effective Date"), by and between STAR SCIENTIFIC, INC.,
a Delaware corporation (
_____________
STAR SCIENTIFIC, INC. –
Exhibit 10.44
STAR SCIENTIFIC, INC.
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into as
of October 6, 2000 (the "Effective Date"), by and between STAR SCIENTIFIC, INC. ,
a Delaware corporation (the "Company"), and DAVID M. DEAN ("Executive").
RECITALS
A. The Company, either directly or through its wholly-owned subsidiary,
Star Tobacco and Pharmaceuticals, Inc. ("Star Tobacco"),
_____________
STAR SCIENTIFIC, INC. – signatures as if it were the original.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
COMPANY: EXECUTIVE:
STAR SCIENTIFIC, INC.
By: /s/ Paul L. Perito /s/ David M. Dean
----------------------------------------- ---------------------------------------------------
(Signature) (Signature)
Paul L. Perito, Chairman, President and COO David M. Dean
Star Scientific, Inc. 35 Huntington Ridge Road
16
_____________
Star Scientific, Inc. –
COMPANY: EXECUTIVE:
STAR SCIENTIFIC, INC.
By: /s/ Paul L. Perito /s/ David M. Dean
----------------------------------------- ---------------------------------------------------
(Signature) (Signature)
Paul L. Perito, Chairman, President and COO David M. Dean
Star Scientific, Inc. 35 Huntington Ridge Road
16 South Market Street Manakin-Sabot, Virginia 23103
Petersburg, Virginia 23803
22
_____________
dt 1865977
|
| Preview
Subscribers | 2001 |
Executive Employment Agreement
Executive Employment Agreement (39K)
Doc #973212: Click preview link for longer preview.
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into as
of March 30, 2001, by and between STAR SCIENTIFIC, INC., a Delaware corporation
(the "Company"), and ROBERT E. POKUSA ("Executive").
RECITALS
A. The Company is engaged in the research, development and
commercialization of smoking cessation products, potentially reduced-risk
smoking products and smokeless tobacco products focused upon the delivery of
less cancer-causing toxins (i.e. TSNAs).
B. The Company wishes to employ Executive and . . .
973212
|
Star Scientific
As referenced in this Executive Employment Agreement:
STAR SCIENTIFIC, INC. –
EX-10.52
6
0006.txt
EXECUTIVE EMPLOYMENT AGREEMENT 3/30/2001
Exhibit 10.52
STAR SCIENTIFIC, INC.
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into as
of March 30, 2001, by and between STAR SCIENTIFIC, INC., a Delaware corporation
(the "Company"), and
_____________
STAR SCIENTIFIC, INC. – 30/2001
Exhibit 10.52
STAR SCIENTIFIC, INC.
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into as
of March 30, 2001, by and between STAR SCIENTIFIC, INC. , a Delaware corporation
(the "Company"), and ROBERT E. POKUSA ("Executive").
RECITALS
A. The Company is engaged in the research, development and
commercialization of smoking cessation products, potentially reduced-risk
_____________
STAR SCIENTIFIC, INC. – any authorized signatures as if it were the original.
-19-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
COMPANY: EXECUTIVE:
STAR SCIENTIFIC, INC.
By: /s/ Paul L. Perito By: /s/ Robert G. Pokusa
-------------------------------- -----------------------------
(Signature) (Signature)
Paul L. Perito, Chairman, President and COO Robert E. Pokusa
Star Scientific, Inc. 5322 Neville Court
7475
_____________
Star Scientific, Inc. – first above written.
COMPANY: EXECUTIVE:
STAR SCIENTIFIC, INC.
By: /s/ Paul L. Perito By: /s/ Robert G. Pokusa
-------------------------------- -----------------------------
(Signature) (Signature)
Paul L. Perito, Chairman, President and COO Robert E. Pokusa
Star Scientific, Inc. 5322 Neville Court
7475 Wisconsin Avenue Alexandria, VA 22310
Suite 850
Bethesda, Maryland 20814 Date: 3/15/01
Date: March 14, 2001
-20-
_____________
dt 1463159
;
Star Scientific
As referenced in this Executive Employment Agreement:
STAR SCIENTIFIC, INC. –
EX-10.52
6
0006.txt
EXECUTIVE EMPLOYMENT AGREEMENT 3/30/2001
Exhibit 10.52
STAR SCIENTIFIC, INC.
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into as
of March 30, 2001, by and between STAR SCIENTIFIC, INC., a Delaware corporation
(the "Company"), and
_____________
STAR SCIENTIFIC, INC. – 30/2001
Exhibit 10.52
STAR SCIENTIFIC, INC.
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into as
of March 30, 2001, by and between STAR SCIENTIFIC, INC. , a Delaware corporation
(the "Company"), and ROBERT E. POKUSA ("Executive").
RECITALS
A. The Company is engaged in the research, development and
commercialization of smoking cessation products, potentially reduced-risk
_____________
STAR SCIENTIFIC, INC. – any authorized signatures as if it were the original.
-19-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
COMPANY: EXECUTIVE:
STAR SCIENTIFIC, INC.
By: /s/ Paul L. Perito By: /s/ Robert G. Pokusa
-------------------------------- -----------------------------
(Signature) (Signature)
Paul L. Perito, Chairman, President and COO Robert E. Pokusa
Star Scientific, Inc. 5322 Neville Court
7475
_____________
Star Scientific, Inc. – first above written.
COMPANY: EXECUTIVE:
STAR SCIENTIFIC, INC.
By: /s/ Paul L. Perito By: /s/ Robert G. Pokusa
-------------------------------- -----------------------------
(Signature) (Signature)
Paul L. Perito, Chairman, President and COO Robert E. Pokusa
Star Scientific, Inc. 5322 Neville Court
7475 Wisconsin Avenue Alexandria, VA 22310
Suite 850
Bethesda, Maryland 20814 Date: 3/15/01
Date: March 14, 2001
-20-
_____________
dt 1331377
;
|
 Nasdaq Stock Market Inc.
As referenced in this Executive Employment Agreement:
Nasdaq Stock Market, Inc – which, as of the date hereof, have at least one class of stock listed
on the New York Stock Exchange, the American Stock Exchange or a market
maintained by the Nasdaq Stock Market, Inc . and expend reasonable amounts of
time attending meetings and conferring on matters relating to such
-2-
companies and (ii) serve on the board of directors or as an
_____________
dt 1499371
|
| Preview
Subscribers | 2002 |
Master Lease Agreement
Master Lease Agreement (61K)
Doc #973127: Click preview link for longer preview.
MASTER LEASE AGREEMENT
THIS MASTER LEASE AGREEMENT (this "Lease") is between HELLER FINANCIAL LEASING,
INC., a Delaware corporation ("Lessor"), with an office address at 500 West
Monroe Street, Chicago, IL 60661 and STAR SCIENTIFIC, INC., a Delaware
corporation with its address and principal place of business at 801 Liberty Way,
Chester, Virginia 23836 and STAR TOBACCO & PHARMACEUTICALS, INC., a Virginia
corporation with its address and principal place of business at 801 Liberty Way,
Chester, Virginia 23836 (individually and collectively, "Lessee") which . . .
973127
|
Star Scientific
As referenced in this Master Lease Agreement:
STAR SCIENTIFIC, INC. – AGREEMENT
THIS MASTER LEASE AGREEMENT (this "Lease") is between HELLER FINANCIAL LEASING,
INC., a Delaware corporation ("Lessor"), with an office address at 500 West
Monroe Street, Chicago, IL 60661 and STAR SCIENTIFIC, INC. , a Delaware
corporation with its address and principal place of business at 801 Liberty Way,
Chester, Virginia 23836 and STAR TOBACCO & PHARMACEUTICALS, INC., a Virginia
corporation with its address
_____________
STAR SCIENTIFIC, INC. – FINANCIAL LEASING, INC., a Delaware corporation
By: John T. Smith
Name: John T. Smith
Title: Vice President
Address: 500 West Monroe Street
Chicago, IL 60661
Facsimile No.: (312) 441-6915
STAR SCIENTIFIC, INC. , a Delaware corporation
By: Christopher G. Miller
Name: Christopher G. Miller
Title: Chief Financial Officer
Address: 801 Liberty Way
Chester, Virginia 23836
Facsimile No.: 804-530-7743
STAR TOBACCO &
_____________
STAR SCIENTIFIC, INC. – Virginia corporation
By: David M. Dean
Name: David M. Dean
Title: Secretary & Treasurer
Address: 801 Liberty Way
Chester, Virginia 23836
Facsimile No.: 804-530-9257
22
MASTER LEASE SCHEDULE
STAR SCIENTIFIC, INC.
801 Liberty Way
Chester, Virginia 23836
STAR TOBACCO & PHARMACEUTICALS, INC.
801 Liberty Way
Chester, Virginia 23836
Master Lease Agreement No.: 196-0181
Master Lease Agreement Date: September 28, 2001
_____________
STAR SCIENTIFIC, INC. – Schedule to the
above-referenced Master Lease Agreement.
"LESSOR"
HELLER FINANCIAL LEASING, INC., a Delaware Corporation
By: John T. Smith
Name: John T. Smith
Title: Vice President
24
"LESSEE"
STAR SCIENTIFIC, INC. , a Delaware corporation
By: Christopher G. Miller
Name: Christopher G. Miller
Title: Chief Financial Officer
STAR TOBACCO & PHARMACEUTICALS, INC., a Virginia corporation
By: David M. Dean
Name: David M.
_____________
\Star Scientific, Inc. – Christopher G. Miller
Name: Christopher G. Miller
Title: Chief Financial Officer
STAR TOBACCO & PHARMACEUTICALS, INC., a Virginia corporation
By: David M. Dean
Name: David M. Dean
Title: Secretary & Treasurer
Chicago\Star Scientific, Inc. \massched\092001
25
Master Lease Agreement No.: 196-0181
Master Lease Agreement Date: September 28, 2001
Master Lease Schedule No.: 001
Master Lease Schedule Date: September 28, 2001
_____________
dt 1463154
;
Star Scientific
As referenced in this Master Lease Agreement:
STAR SCIENTIFIC, INC. – AGREEMENT
THIS MASTER LEASE AGREEMENT (this "Lease") is between HELLER FINANCIAL LEASING,
INC., a Delaware corporation ("Lessor"), with an office address at 500 West
Monroe Street, Chicago, IL 60661 and STAR SCIENTIFIC, INC. , a Delaware
corporation with its address and principal place of business at 801 Liberty Way,
Chester, Virginia 23836 and STAR TOBACCO & PHARMACEUTICALS, INC., a Virginia
corporation with its address
_____________
STAR SCIENTIFIC, INC. – FINANCIAL LEASING, INC., a Delaware corporation
By: John T. Smith
Name: John T. Smith
Title: Vice President
Address: 500 West Monroe Street
Chicago, IL 60661
Facsimile No.: (312) 441-6915
STAR SCIENTIFIC, INC. , a Delaware corporation
By: Christopher G. Miller
Name: Christopher G. Miller
Title: Chief Financial Officer
Address: 801 Liberty Way
Chester, Virginia 23836
Facsimile No.: 804-530-7743
STAR TOBACCO &
_____________
STAR SCIENTIFIC, INC. – Virginia corporation
By: David M. Dean
Name: David M. Dean
Title: Secretary & Treasurer
Address: 801 Liberty Way
Chester, Virginia 23836
Facsimile No.: 804-530-9257
22
MASTER LEASE SCHEDULE
STAR SCIENTIFIC, INC.
801 Liberty Way
Chester, Virginia 23836
STAR TOBACCO & PHARMACEUTICALS, INC.
801 Liberty Way
Chester, Virginia 23836
Master Lease Agreement No.: 196-0181
Master Lease Agreement Date: September 28, 2001
_____________
STAR SCIENTIFIC, INC. – Schedule to the
above-referenced Master Lease Agreement.
"LESSOR"
HELLER FINANCIAL LEASING, INC., a Delaware Corporation
By: John T. Smith
Name: John T. Smith
Title: Vice President
24
"LESSEE"
STAR SCIENTIFIC, INC. , a Delaware corporation
By: Christopher G. Miller
Name: Christopher G. Miller
Title: Chief Financial Officer
STAR TOBACCO & PHARMACEUTICALS, INC., a Virginia corporation
By: David M. Dean
Name: David M.
_____________
\Star Scientific, Inc. – Christopher G. Miller
Name: Christopher G. Miller
Title: Chief Financial Officer
STAR TOBACCO & PHARMACEUTICALS, INC., a Virginia corporation
By: David M. Dean
Name: David M. Dean
Title: Secretary & Treasurer
Chicago\Star Scientific, Inc. \massched\092001
25
Master Lease Agreement No.: 196-0181
Master Lease Agreement Date: September 28, 2001
Master Lease Schedule No.: 001
Master Lease Schedule Date: September 28, 2001
_____________
dt 1331372
;
|
Heller Financial
As referenced in this Master Lease Agreement:
HELLER FINANCIAL LEASING, – 6
dex1049.txt
EXHIBIT 10.49
Exhibit 10.49
Master Lease Agreement No.: 196-0181
MASTER LEASE AGREEMENT
THIS MASTER LEASE AGREEMENT (this "Lease") is between HELLER FINANCIAL LEASING,
INC., a Delaware corporation ("Lessor"), with an office address at 500 West
Monroe Street, Chicago, IL 60661 and STAR SCIENTIFIC, INC., a Delaware
corporation with its address and principal
_____________
HELLER FINANCIAL LEASING, – an authorized officer or manager of
Lessor.
----------
(LESSEE'S INITIALS)
21
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the 28 day
of September, 2001.
HELLER FINANCIAL LEASING, INC., a Delaware corporation
By: John T. Smith
Name: John T. Smith
Title: Vice President
Address: 500 West Monroe Street
Chicago, IL 60661
Facsimile No.: (312) 441-6915
STAR
_____________
Heller Financial Leasing, – 28, 2001
The Equipment described below is hereby leased on the terms and conditions
specified herein and in the above-referenced Master Lease Agreement between the
Lessee shown above and Heller Financial Leasing, Inc., a Delaware corporation,
the terms and conditions of which are incorporated herein by this reference.
Capitalized terms used in this Schedule shall have the same meaning as set
_____________
HELLER FINANCIAL LEASING, – calendar month during the Term, commencing on October 1, 2001.
Executed and delivered as of the date above shown as a Schedule to the
above-referenced Master Lease Agreement.
"LESSOR"
HELLER FINANCIAL LEASING, INC., a Delaware Corporation
By: John T. Smith
Name: John T. Smith
Title: Vice President
24
"LESSEE"
STAR SCIENTIFIC, INC., a Delaware corporation
By: Christopher G. Miller
Name:
_____________
Heller Financial Leasing, – Schedule") to the above-referenced Master Lease
Agreement (the "Lease") between Star Scientific, Inc., a Delaware corporation
and Star Tobacco & Pharmaceuticals, Inc., a Virginia corporation (individually
and collectively, "Lessee"), and Heller Financial Leasing, Inc., a Delaware
corporation, ("Lessor"), the terms and conditions of which are incorporated
herein by this reference. Capitalized terms used in this Rider and not otherwise
defined herein shall
_____________
dt 1382233
|
| Preview
Subscribers | 2003 |
Patent License Agreement [Form]
Patent License Agreement [Form] (37K)
Doc #151021: Click preview link for longer preview.
FORM OF
PATENT LICENSE AGREEMENT
This Patent License Agreement ("Agreement") is effective as of ______________,
by and between Star Scientific, Inc., a Delaware corporation ("Star
Scientific"), and North Atlantic Trading Company, Inc., a Delaware corporation
("NATC").
WHEREAS, NATC, STAR SCIENTIFIC, and Star Tobacco, Inc., a Delaware corporation
and wholly owned subsidiary of STAR SCIENTIFIC ("STAR TOBACCO"), entered into an
Asset Purchase Agreement, dated as of ________________, 2003 (the "PURCHASE
AGREEMENT"), pursuant to which NATC agreed to purchase the assets, and assume
the liabilities, of STAR SCIENTIFIC and STAR TOBACCO related to their discount
cigarette business (as those assets and liabilities are described in the
PURCHASE AGREEMENT) (the "SALE TRANSACTION");
WHEREAS, effective as of the date hereof, NATC, STAR SCIENTIFIC, and STAR
TOBACCO |