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Contribution Agreement
Contribution Agreement (36K)
Doc #286088: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-2.2
{SEQUENCE}3
{FILENAME}g66109a1ex2-2.txt
{DESCRIPTION}CONTRIBUTION AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 2.2
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT ("Agreement") is entered into as of this
30th day of June 2000 by and between MAS Acquisition XXIII Corp., an Indiana
corporation ("Pubco"), and the subscribers listed on the signature pages hereto
("Subscribers"), hereinafter collectively referred to as Hopkins Capital Group.
INTRODUCTION
The transaction contemplated by this Agreement is intended to be an
integral part of a "tax free" contribution of property under Section 351 of
the Internal Revenue Code of 1986 as amended. As a single consolidated
transaction, Pubco will simultaneously exchange shares of its stock (the "Pubco
Stock") for the property as listed on Schedule 2.1.
AGREEMENT
SECTION 1 -- GENERAL
Issuance of shares of Pubco shall be part of a single consolidated
transaction. Accordingly, after the conclusion of the transaction, Pubco shall,
in exchange for the property described in Schedule 2.1, issue stock representing
15,000,000 shares of the capital stock of Pubco immediately after Closing. The
current shareholders of Pubco not participating in this transaction shall hold
350,000 shares of Common Stock of Pubco immediately after Closing.
SECTION 2 -- CONTRIBUTION FOR PUBCO STOCK
2.1 ISSUANCE AND DELIVERY OF PUBCO STOCK. Subject to the terms and
conditions contained in this Agreement, at the Closing, Pubco shall acquire the
property listed in Schedule 2.1 in exchange for 15,000,000 shares of Pubco
Common Stock. The shares of Pubco shall be issued to the individuals in the
amounts specified in Schedule 2.1.
2.2 ISSUANCE OF PUBCO OPTIONS. No options to acquire shares of
Pubco shall survive the Closing.
2.3 NO LIEN OR ENCUMBRANCES ON PUBCO STOCK. The issuance of the
Pubco stock shall be made free and clear of all liens, mortgages, pledges,
encumbrances or charges, whether disclosed or undisclosed, except as the Hopkins
Capital Group and Pubco shall have otherwise agreed in writing.
2.4 FRACTIONAL SHARES. Notwithstanding any other term or provision
of this Agreement, no fractional share of Pubco Common Stock and no certificates
or scrip therefore, or other evidence of ownership thereof, will be issued and
neither shall the Hopkins Capital Group have any right to receive cash in lieu
thereof. Hopkins Capital Group's pro rata share of Pubco Common Stock shall be
rounded up to the nearest whole number of shares.
2.5 NO REGISTRATION OF THE PUBCO STOCK; LEGEND. None of the Pubco
Stock issued to the Hopkins Capital Group shall, at the time of Closing, be
registered under federal or state securities laws, but rather, shall be issued
pursuant to an exemption therefrom and shall be considered "restricted stock"
within the meaning of Rule 144 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"). The Pubco Common Stock so issued shall bear a
legend worded substantially as follows:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES"
AS DEFINED IN RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SHARES
REPRESENTED BY THE CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED EXCEPT (1) PURSUANT TO A
REGISTRATION STATEMENT THEN IN EFFECT UNDER THE SECURITIES ACT, (2) IN
COMPLIANCE WITH RULE 144, OR (3) PURSUANT TO AN OPINION OF COUNSEL TO
THE ISSUER HEREOF, SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER,
THAT SUCH REGISTRATION OR COMPLIANCE IS NOT REQUIRED AS TO SUCH SALE,
OFFER TO SELL, PLEDGE, HYPOTHECATION, TRANSFER OR ASSIGNMENT"
{PAGE} 2
Pubco's transfer agent shall annotate its records to reflect the restrictions
on transfer embodied in the legend set forth above.
SECTION 3 - CLOSING
3.1 CLOSING OF TRANSACTION. The Closing of the Exchange
Transaction (the "Closing" or "Closing Date") shall take place at a date and
time to be determined by Hopkins Capital Group, but not more than 30 days from
the date hereof.
3.2 DELIVERIES AT CLOSING OF AGREEMENT. At the execution of this
Agreement, Pubco shall provide Board Minutes or consents approving the terms
of this Agreement and the transaction contemplated herein.
3.3 DELIVERIES AT CLOSING BY PUBCO.
3.3.1 Pubco shall deliver or cause to be delivered at the
Closing:
3.3.1.0 a copy of the consent of Pubco's Board of
Directors authorizing Pubco to take the necessary steps toward closing the
transaction described by this Agreement;
3.3.1.1 a copy of a Certificate of Good Standing
for Pubco issued not more than 90 days prior to the Closing by the appropriate
Secretary of State;
3.3.1.2 issue stock certificates as shown in
Schedule 2.1 to the Hopkins Capital Group as provided herein;
3.3.1.3 Corporate Record Book complete through date
of Closing;
3.3.1.4 copies of all filings with the SEC and
NASD, complete through Closing;
3.3.1.5 copies of all filings of state and federal
tax returns, complete through Closing; and
3.3.1.6 copies of all financial statements, audit
reports and correspondence with auditors, complete through Closing.
3.4 DELIVERIES AT CLOSING BY HOPKINS CAPITAL GROUP. Hopkins
Capital Group shall deliver to Pubco at the Closing the property described in
Schedule 2.1.
SECTION 4 - REPRESENTATIONS AND WARRANTIES BY PUBCO
Pubco represents and warrants to the Hopkins Capital Group as follows:
4.1 ORGANIZATION AND GOOD STANDING. Pubco is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Indiana and has full corporate power and authority to own or lease its
properties and to carry on its business as now being conducted and as proposed
to be conducted.
4.2 CAPITALIZATION. Pubco's authorized capital stock consists of
80,000,000 shares of $.001 par value Common Stock (defined above as "Pubco
Common Stock"), of which 350,000 shares of Pubco Common Stock are outstanding at
286088
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BioDelivery
As referenced in this Contribution Agreement:
BioDelivery Sciences, Inc – issuance of the shares, the Contributors have
arranged a deposit of $100,000 as part of the negotiation of a conditional
agreement with BioDelivery Sciences, Inc .
{/TEXT}
{/DOCUMENT}
_____________
dt 213930
;
|
BioDelivery
As referenced in this Contribution Agreement:
BioDelivery Sciences, Inc – issuance of the shares, the Contributors have
arranged a deposit of $100,000 as part of the negotiation of a conditional
agreement with BioDelivery Sciences, Inc .
{/TEXT}
{/DOCUMENT}
_____________
dt 213930
;
MAS Acquisition XXIII Corp.;
Hopkins Capital Group.
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| 2005 |
Asset Contribution Agreement
Asset Contribution Agreement (116K)
Doc #1053987: Click preview link for longer preview.
ASSET CONTRIBUTION AGREEMENT
BY AND AMONG
MULTICELL TECHNOLOGIES, INC.
ASTRAL THERAPEUTICS, INC.,
ALLIANCE PHARMACEUTICAL CORP.,
AND
ASTRAL, INC.
Dated as of September 7, 2005
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS
2
1.1
Certain Definitions
2
ARTICLE II CONTRIBUTION OF ASSETS
5
2.1
Contribution of Assets.
5
2.2
Assumption of Liabilities.
7
2.3
Consideration for Contributed Assets
8
2.4
Sales and . . .
1053987
|
ALLP
As referenced in this Asset Contribution Agreement:
ALLIANCE PHARMACEUTICAL CORP –
EX-2 2 mcet8k0905exh21.htm PREPARED BY: MHUEBOTTER@HOTMAIL.COM
Exhibit 2.1
ASSET CONTRIBUTION AGREEMENT
BY AND AMONG
MULTICELL TECHNOLOGIES, INC.
ASTRAL THERAPEUTICS, INC.,
ALLIANCE PHARMACEUTICAL CORP .,
AND
ASTRAL, INC.
Dated as of September 7, 2005
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS
2
1.1
Certain Definitions
2
ARTICLE II CONTRIBUTION OF ASSETS
5
2.
_____________
Alliance Pharmaceutical Corp – entered into as of September 7, 2005, by and among MultiCell Technologies, Inc., a Delaware corporation ("MultiCell"), Astral Therapeutics, Inc., a Delaware corporation and wholly owned subsidiary of MultiCell ("Transferee"), Alliance Pharmaceutical Corp ., a New York corporation ("Alliance"), and Astral, Inc. a Delaware corporation and wholly owned subsidiary of Alliance ("Astral," and together with Alliance, the "Transferors"). MultiCell, Transferee, and Transferors are
_____________
Alliance Pharmaceutical Corp – to:
Wilson Sonsini Goodrich & Rosati, Professional Corporation
12235 El Camino Real, Suite 200
San Diego, California 92130
Attention: Martin J. Waters, Esq.
Facsimile: (858) 350-2399
If to Alliance:
Alliance Pharmaceutical Corp .
4660 La Jolla Village Drive, Suite 825
San Diego, California 92122
Attention: Duane J. Roth
Facsimile: (858) 410-5201
If to Astral:
Astral, Inc.
4660 La Jolla Village Drive,
_____________
ALLIANCE PHARMACEUTICAL CORP – this Agreement on of the date first above written.
MultiCell:
MULTICELL TECHNOLOGIES, INC.
By: ___________________________________
Name: ________________________________
Title: _________________________________
Transferee:
ASTRAL THERAPEUTICS, INC.
By: ___________________________________
Name: ________________________________
Title: _________________________________
Alliance:
ALLIANCE PHARMACEUTICAL CORP .
By: ___________________________________
Name: ________________________________
Title: _________________________________
Astral:
ASTRAL, INC.
By: ___________________________________
Name: ________________________________
Title: _________________________________
SIGNATURE PAGE TO ASSET CONTRIBUTION AGREEMENT
Exhibit A
Form of Guaranty Agreement
Exhibit B
_____________
dt 1360836
;
Multicell
As referenced in this Asset Contribution Agreement:
MULTICELL TECHNOLOGIES, INC –
EX-2 2 mcet8k0905exh21.htm PREPARED BY: MHUEBOTTER@HOTMAIL.COM
Exhibit 2.1
ASSET CONTRIBUTION AGREEMENT
BY AND AMONG
MULTICELL TECHNOLOGIES, INC .
ASTRAL THERAPEUTICS, INC.,
ALLIANCE PHARMACEUTICAL CORP.,
AND
ASTRAL, INC.
Dated as of September 7, 2005
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS
2
1.1
Certain Definitions
2
ARTICLE
_____________
MultiCell Technologies, Inc – 1(e)
Required Consents, Waivers and Releases
-ii-
ASSET CONTRIBUTION AGREEMENT
This ASSET CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as of September 7, 2005, by and among MultiCell Technologies, Inc ., a Delaware corporation ("MultiCell"), Astral Therapeutics, Inc., a Delaware corporation and wholly owned subsidiary of MultiCell ("Transferee"), Alliance Pharmaceutical Corp., a New York corporation ("Alliance"), and Astral, Inc. a
_____________
MultiCell Technologies, Inc – transmission with copy by certified or registered first class mail, postage prepaid, return receipt requested and shall be addressed to the intended recipient as set forth below:
If to MultiCell:
MultiCell Technologies, Inc .
01 George Washington Highway
Lincoln, Rhode Island 02865
Attention: W. Gerald Newmin
Facsimile: (401) 333-0659
Copy to:
Wilson Sonsini Goodrich & Rosati, Professional Corporation
12235 El Camino Real,
_____________
MULTICELL TECHNOLOGIES, INC – Agreement, time is of the essence.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on of the date first above written.
MultiCell:
MULTICELL TECHNOLOGIES, INC .
By: ___________________________________
Name: ________________________________
Title: _________________________________
Transferee:
ASTRAL THERAPEUTICS, INC.
By: ___________________________________
Name: ________________________________
Title: _________________________________
Alliance:
ALLIANCE PHARMACEUTICAL CORP.
By: ___________________________________
Name: ________________________________
Title: _________________________________
Astral:
ASTRAL, INC.
_____________
dt 1416043
;
Multicell
As referenced in this Asset Contribution Agreement:
MULTICELL TECHNOLOGIES, INC –
EX-2 2 mcet8k0905exh21.htm PREPARED BY: MHUEBOTTER@HOTMAIL.COM
Exhibit 2.1
ASSET CONTRIBUTION AGREEMENT
BY AND AMONG
MULTICELL TECHNOLOGIES, INC .
ASTRAL THERAPEUTICS, INC.,
ALLIANCE PHARMACEUTICAL CORP.,
AND
ASTRAL, INC.
Dated as of September 7, 2005
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS
2
1.1
Certain Definitions
2
ARTICLE
_____________
MultiCell Technologies, Inc – 1(e)
Required Consents, Waivers and Releases
-ii-
ASSET CONTRIBUTION AGREEMENT
This ASSET CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as of September 7, 2005, by and among MultiCell Technologies, Inc ., a Delaware corporation ("MultiCell"), Astral Therapeutics, Inc., a Delaware corporation and wholly owned subsidiary of MultiCell ("Transferee"), Alliance Pharmaceutical Corp., a New York corporation ("Alliance"), and Astral, Inc. a
_____________
MultiCell Technologies, Inc – transmission with copy by certified or registered first class mail, postage prepaid, return receipt requested and shall be addressed to the intended recipient as set forth below:
If to MultiCell:
MultiCell Technologies, Inc .
01 George Washington Highway
Lincoln, Rhode Island 02865
Attention: W. Gerald Newmin
Facsimile: (401) 333-0659
Copy to:
Wilson Sonsini Goodrich & Rosati, Professional Corporation
12235 El Camino Real,
_____________
MULTICELL TECHNOLOGIES, INC – Agreement, time is of the essence.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on of the date first above written.
MultiCell:
MULTICELL TECHNOLOGIES, INC .
By: ___________________________________
Name: ________________________________
Title: _________________________________
Transferee:
ASTRAL THERAPEUTICS, INC.
By: ___________________________________
Name: ________________________________
Title: _________________________________
Alliance:
ALLIANCE PHARMACEUTICAL CORP.
By: ___________________________________
Name: ________________________________
Title: _________________________________
Astral:
ASTRAL, INC.
_____________
dt 1416043
;
|
Missouri
As referenced in this Asset Contribution Agreement:
Curators of the University of Missouri – aggregate amount not to exceed $200,000 arising out of, or resulting from, or incurred with respect to, that certain Research Agreement dated October 1, 2001 by and between the Curators of the University of Missouri and Astral.
7.4
Indemnification of Third-Party Claims. The following provisions shall apply to any claim subject to indemnification which is (i) a suit, action or arbitration proceeding filed
_____________
dt 1460703
;
Missouri
As referenced in this Asset Contribution Agreement:
University of Missouri – to exceed $200,000 arising out of, or resulting from, or incurred with respect to, that certain Research Agreement dated October 1, 2001 by and between the Curators of the University of Missouri and Astral.
7.4
Indemnification of Third-Party Claims. The following provisions shall apply to any claim subject to indemnification which is (i) a suit, action or arbitration proceeding filed
_____________
dt 1541619
;
 WSGR
As referenced in this Asset Contribution Agreement:
Wilson Sonsini – by this Agreement.
2.6
Closing.
(a)
Closing Place, Time and Date. The closing of the transactions contemplated by this Agreement (the "Closing") shall be held at the offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation, 12235 El Camino Real, Suite 200, San Diego, California, at 11:00 a.m. on the date hereof, or at such other place and
_____________
Wilson Sonsini – intended recipient as set forth below:
If to MultiCell:
MultiCell Technologies, Inc.
01 George Washington Highway
Lincoln, Rhode Island 02865
Attention: W. Gerald Newmin
Facsimile: (401) 333-0659
Copy to:
Wilson Sonsini Goodrich & Rosati, Professional Corporation
12235 El Camino Real, Suite 200
San Diego, California 92130
Attention: Martin J. Waters, Esq.
Facsimile: (858) 350-2399
If to Transferee:
Astral Therapeutics,
_____________
Wilson Sonsini – Waters, Esq.
Facsimile: (858) 350-2399
If to Transferee:
Astral Therapeutics, Inc.
701 George Washington Highway
Lincoln, Rhode Island 02865
Attention: W. Gerald Newmin
Facsimile: (401) 333-0659
Copy to:
Wilson Sonsini Goodrich & Rosati, Professional Corporation
12235 El Camino Real, Suite 200
San Diego, California 92130
Attention: Martin J. Waters, Esq.
Facsimile: (858) 350-2399
If to Alliance:
Alliance Pharmaceutical
_____________
dt 1324785
|
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Asset Contribution Agreement
Asset Contribution Agreement (121K)
Doc #1079069: Click preview link for longer preview.
2
cmw1704a.htm
ASSET CONTRIBUTION AGREEMENT
ASSET CONTRIBUTION
AGREEMENT
BY AND AMONG
MULTICELL
TECHNOLOGIES, INC.
ASTRAL THERAPEUTICS,
INC.,
ALLIANCE
PHARMACEUTICAL CORP.,
AND
ASTRAL, INC.
Dated as of September
7, 2005
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
2
1.1
Certain Definitions
2
ARTICLE II
CONTRIBUTION OF ASSETS
5
. . .
1079069
|
ALLP
As referenced in this Asset Contribution Agreement:
ALLIANCE
PHARMACEUTICAL CORP –
ASSET CONTRIBUTION
AGREEMENT
BY AND AMONG
MULTICELL
TECHNOLOGIES, INC.
ASTRAL THERAPEUTICS,
INC.,
ALLIANCE
PHARMACEUTICAL CORP .,
AND
ASTRAL, INC.
Dated as of September
7, 2005
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
2
1.1
Certain Definitions
2
ARTICLE II
CONTRIBUTION OF ASSETS
5
2.
_____________
Alliance Pharmaceutical Corp – September 7, 2005, by and among MultiCell Technologies, Inc., a
Delaware corporation (“MultiCell”), Astral Therapeutics,
Inc., a Delaware corporation and wholly owned subsidiary of MultiCell
(“Transferee”), Alliance Pharmaceutical Corp ., a New York
corporation (“Alliance”), and Astral, Inc. a Delaware
corporation and wholly owned subsidiary of Alliance
(“Astral,” and together with Alliance, the
“Transferors&#
_____________
Alliance
Pharmaceutical Corp – to:
Wilson
Sonsini Goodrich & Rosati, Professional Corporation
12235 El Camino Real, Suite 200
San Diego, California 92130
Attention: Martin J. Waters, Esq.
Facsimile: (858) 350-2399
If to Alliance:
Alliance
Pharmaceutical Corp .
4660 La Jolla Village
Drive, Suite 825
San Diego, California 92122
Attention: Duane J. Roth
Facsimile: (858) 410-5201
If to Astral:
Astral,
Inc.
4660 La Jolla Village Drive,
_____________
ALLIANCE PHARMACEUTICAL CORP – s/ W. Gerald Newmin
Name: W. Gerald Newmin
Title: Chief Executive Officer
Transferee:
ASTRAL THERAPEUTICS, INC.
By: /s/ W. Gerald Newmin
Name: W. Gerald Newmin
Title: Chief Executive Officer
Alliance:
ALLIANCE PHARMACEUTICAL CORP .
By: /s/ Duane Roth
Name: Duane Roth
Title: Chief Executive Officer
Astral:
ASTRAL, INC.
By: /s/ Duane Roth
Name: Duane Roth
Title: Chief Executive Officer and President
SIGNATURE PAGE
_____________
dt 1360838
;
Multicell
As referenced in this Asset Contribution Agreement:
MULTICELL
TECHNOLOGIES, INC –
ASSET CONTRIBUTION
AGREEMENT
BY AND AMONG
MULTICELL
TECHNOLOGIES, INC .
ASTRAL THERAPEUTICS,
INC.,
ALLIANCE
PHARMACEUTICAL CORP.,
AND
ASTRAL, INC.
Dated as of September
7, 2005
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
2
1.1
Certain Definitions
2
ARTICLE
_____________
MultiCell Technologies, Inc – Required Consents, Waivers and Releases
-iv-
ASSET CONTRIBUTION
AGREEMENT
This
ASSET CONTRIBUTION AGREEMENT (this “Agreement”) is made and
entered into as of September 7, 2005, by and among MultiCell Technologies, Inc ., a
Delaware corporation (“MultiCell”), Astral Therapeutics,
Inc., a Delaware corporation and wholly owned subsidiary of MultiCell
(“Transferee”), Alliance Pharmaceutical Corp., a New York
corporation (“
_____________
MultiCell
Technologies, Inc – transmission with copy by certified or registered first class mail, postage prepaid,
return receipt requested and shall be addressed to the intended recipient as set forth
below:
If to MultiCell:
MultiCell
Technologies, Inc .
701 George Washington
Highway
Lincoln, Rhode Island 02865
Attention: W. Gerald Newmin
Facsimile: (401) 333-0659
-34-
Copy to:
Wilson
Sonsini Goodrich & Rosati, Professional Corporation
12235 El Camino
_____________
MULTICELL TECHNOLOGIES, INC – time is of the essence.
[Remainder of page
intentionally left blank.]
-36-
IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement on of the date first
above written.
MultiCell:
MULTICELL TECHNOLOGIES, INC .
By: /s/ W. Gerald Newmin
Name: W. Gerald Newmin
Title: Chief Executive Officer
Transferee:
ASTRAL THERAPEUTICS, INC.
By: /s/ W. Gerald Newmin
Name: W. Gerald Newmin
Title: Chief Executive
_____________
dt 1416047
;
Multicell
As referenced in this Asset Contribution Agreement:
MULTICELL
TECHNOLOGIES, INC –
ASSET CONTRIBUTION
AGREEMENT
BY AND AMONG
MULTICELL
TECHNOLOGIES, INC .
ASTRAL THERAPEUTICS,
INC.,
ALLIANCE
PHARMACEUTICAL CORP.,
AND
ASTRAL, INC.
Dated as of September
7, 2005
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
2
1.1
Certain Definitions
2
ARTICLE
_____________
MultiCell Technologies, Inc – Required Consents, Waivers and Releases
-iv-
ASSET CONTRIBUTION
AGREEMENT
This
ASSET CONTRIBUTION AGREEMENT (this “Agreement”) is made and
entered into as of September 7, 2005, by and among MultiCell Technologies, Inc ., a
Delaware corporation (“MultiCell”), Astral Therapeutics,
Inc., a Delaware corporation and wholly owned subsidiary of MultiCell
(“Transferee”), Alliance Pharmaceutical Corp., a New York
corporation (“
_____________
MultiCell
Technologies, Inc – transmission with copy by certified or registered first class mail, postage prepaid,
return receipt requested and shall be addressed to the intended recipient as set forth
below:
If to MultiCell:
MultiCell
Technologies, Inc .
701 George Washington
Highway
Lincoln, Rhode Island 02865
Attention: W. Gerald Newmin
Facsimile: (401) 333-0659
-34-
Copy to:
Wilson
Sonsini Goodrich & Rosati, Professional Corporation
12235 El Camino
_____________
MULTICELL TECHNOLOGIES, INC – time is of the essence.
[Remainder of page
intentionally left blank.]
-36-
IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement on of the date first
above written.
MultiCell:
MULTICELL TECHNOLOGIES, INC .
By: /s/ W. Gerald Newmin
Name: W. Gerald Newmin
Title: Chief Executive Officer
Transferee:
ASTRAL THERAPEUTICS, INC.
By: /s/ W. Gerald Newmin
Name: W. Gerald Newmin
Title: Chief Executive
_____________
dt 1416047
;
|
Missouri
As referenced in this Asset Contribution Agreement:
Curators of the University of Missouri – aggregate amount not to exceed $200,000 arising
out of, or resulting from, or incurred with respect to, that certain Research Agreement
dated October 1, 2001 by and between the Curators of the University of Missouri and
Astral.
7.4
Indemnification of Third-Party Claims. The following provisions shall apply
to any claim subject to indemnification which is (i) a suit, action or arbitration
proceeding filed
_____________
dt 1460704
;
Missouri
As referenced in this Asset Contribution Agreement:
University of Missouri – to exceed $200,000 arising
out of, or resulting from, or incurred with respect to, that certain Research Agreement
dated October 1, 2001 by and between the Curators of the University of Missouri and
Astral.
7.4
Indemnification of Third-Party Claims. The following provisions shall apply
to any claim subject to indemnification which is (i) a suit, action or arbitration
proceeding filed
_____________
dt 1541620
;
WSGR
As referenced in this Asset Contribution Agreement:
Wilson Sonsini – Agreement.
2.6
Closing.
(a) Closing
Place, Time and Date. The closing of the transactions contemplated by this
Agreement (the “Closing”) shall be held at the
offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation,
12235 El Camino Real, Suite 200, San Diego, California, at 11:00 a.m. on the
date hereof, or at such other place and
_____________
Wilson
Sonsini – recipient as set forth
below:
If to MultiCell:
MultiCell
Technologies, Inc.
701 George Washington
Highway
Lincoln, Rhode Island 02865
Attention: W. Gerald Newmin
Facsimile: (401) 333-0659
-34-
Copy to:
Wilson
Sonsini Goodrich & Rosati, Professional Corporation
12235 El Camino Real, Suite 200
San Diego, California 92130
Attention: Martin J. Waters, Esq.
Facsimile: (858) 350-2399
If to Transferee:
Astral
Therapeutics,
_____________
Wilson
Sonsini – Waters, Esq.
Facsimile: (858) 350-2399
If to Transferee:
Astral
Therapeutics, Inc.
701 George Washington
Highway
Lincoln, Rhode Island 02865
Attention: W. Gerald Newmin
Facsimile: (401) 333-0659
Copy to:
Wilson
Sonsini Goodrich & Rosati, Professional Corporation
12235 El Camino Real, Suite 200
San Diego, California 92130
Attention: Martin J. Waters, Esq.
Facsimile: (858) 350-2399
If to Alliance:
Alliance
Pharmaceutical
_____________
dt 1324795
|
| Preview
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| 2007 |
Contribution Agreement
Contribution Agreement (108K)
Doc #2867242: Click preview link for longer preview.
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT (this �Agreement�), dated as of April ___, 2007, is made by and between INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation (�Inland�), THE FLORIDA RETIREMENT SYSTEM TRUST FUND, as defined in Florida Statutes Section 121.021(36), acting by and through The State Board Of Administration of the State of Florida (the �Board�), and MS INLAND FUND, LLC, a Delaware limited liability company (the �Company�).
RECITALS
A.
Inland and the Board have entered into that certain Operating Agreement of the Company dated as of April __, . . .
2867242
|
Bear Stearns
As referenced in this Contribution Agreement:
Bear Stearns Commercial Mortgage, Inc – Agreement, recorded on _________, 2007, in Book _____, Page ______, in the original principal sum of $36,300,000.00, payable to Mortgage electronic Registration Systems, Inc., as nominee of Bear Stearns Commercial Mortgage, Inc .
B-1
Existing Project Entity (cont?d)
Existing Loan (cont?d)
Inland Western Royal Palm Beach Commons, L.L.C., a Delaware limited liability company
Renewal, Amended, Consolidated and
_____________
Bear Stearns Commercial Mortgage, Inc – 8695 cp 521 and Liber 8695 cp 530.
?
Assignment of Leases and Rents made by Inland Western Bay Shore Gardiner, LLC to Mortgage Electronic Registration Systems, Inc. as nominee for Bear Stearns Commercial Mortgage, Inc . dated 2/6/07 to be recorded in the office of the Suffolk County clerk.
?
Mortgage made by Gardiner Manor, LLC and Robert David Lion Gardiner to Key Bank
_____________
dt 1723190
;
Inland Western
As referenced in this Contribution Agreement:
INLAND WESTERN RETAIL REAL ESTATE TRUST, – CONTRIBUTION AGREEMENT
EX-3 4 exicontributionagmt.htm EXHIBIT I CONTRIBUTION AGREEMEMNT
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT (this ?Agreement?), dated as of April ___, 2007, is made by and between INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation (?Inland?), THE FLORIDA RETIREMENT SYSTEM TRUST FUND, as defined in Florida Statutes Section 121.021(36), acting by and through The State Board Of Administration
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Inland Western Retail Real Estate Trust, – notices shall be sent to the following address (subject to the right of a party to designate a different address for itself by notice similarly given):
To Inland and/or
Inland Western Retail Real Estate Trust, Inc.
the Company:
2901 Butterfield Road
Oak Brook, IL 60523
Attention: Steven P. Grimes
Fax No.: (630) 368-2308
E-mail: grimes@inlandgroup.com
With a copy to:
Inland
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Inland Western Retail Real Estate Trust, – Estate Trust, Inc.
the Company:
2901 Butterfield Road
Oak Brook, IL 60523
Attention: Steven P. Grimes
Fax No.: (630) 368-2308
E-mail: grimes@inlandgroup.com
With a copy to:
Inland Western Retail Real Estate Trust, Inc.
2901 Butterfield Road
Oak Brook, IL 60523
Attention: Gary Pechter, General Counsel
Fax No.: (630) 218-4900
E-mail: gpechter@inlandgroup.com
To the Board
and/or the
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INLAND WESTERN RETAIL REAL ESTATE TRUST, – are by this reference incorporated herein.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
?INLAND?
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation
By:
Its:
?THE COMPANY?
MS INLAND FUND, LLC, a Delaware limited liability company
By:
Inland Western Retail Real Estate Trust, Inc.
its Manager
By:
Its:
?
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Inland Western Retail Real Estate Trust, – and year first above written.
?INLAND?
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation
By:
Its:
?THE COMPANY?
MS INLAND FUND, LLC, a Delaware limited liability company
By:
Inland Western Retail Real Estate Trust, Inc.
its Manager
By:
Its:
?THE BOARD?
THE FLORIDA RETIREMENT SYSTEM TRUST FUND BY AND THROUGH ITS NOMINEE THE STATE BOARD OF ADMINISTRATION OF THE STATE OF FLORIDA
By:
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dt 1788044
;
TJX Companies, Inc.
As referenced in this Contribution Agreement:
TJX Companies, Inc – s Creek, L.L.C., dated July 10, 2004, recorded in Deed Book 38323, page 370, aforesaid records.
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Memorandum of Lease between Hendon/JDN Johns Creek Village, LLC and the TJX Companies, Inc ., dated as of December 17, 2002, recorded in Deed Book 34226, page 396, Fulton County, Georgia, Records; as affected by that Subordination, Non-Disturbance and Attornment Agreement between the
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TJX Companies, Inc – Inc., dated as of December 17, 2002, recorded in Deed Book 34226, page 396, Fulton County, Georgia, Records; as affected by that Subordination, Non-Disturbance and Attornment Agreement between the TJX Companies, Inc ., John Hancock Life Insurance Company, and Inland Western Duluth John?s Creek, LLC, dated August 11, 2004, recorded in Deed Book 39192, page 159, aforesaid records.
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Memorandum of Lease
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TJX Companies, Inc – dated February 11, 2002, recorded March 27, 2002 in Official Records Book 13543, Page 739 (as to Parcel I).
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Terms and conditions in that certain unrecorded Lease in favor of TJX Companies, Inc ., a Delaware corporation, as evidenced by the Memorandum of Lease dated December 19, 2000, recorded March 1, 2001 in Official Records Book 12342, Page 780 (as to Parcel I).
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dt 1729268
;
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 Bear Stearns
As referenced in this Contribution Agreement:
Bear Stearns Commercial Mortgage, Inc – Agreement, recorded on _________, 2007, in Book _____, Page ______, in the original principal sum of $36,300,000.00, payable to Mortgage electronic Registration Systems, Inc., as nominee of Bear Stearns Commercial Mortgage, Inc .
B-1
Existing Project Entity (cont?d)
Existing Loan (cont?d)
Inland Western Royal Palm Beach Commons, L.L.C., a Delaware limited liability company
Renewal, Amended, Consolidated and
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Bear Stearns Commercial Mortgage, Inc – 8695 cp 521 and Liber 8695 cp 530.
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Assignment of Leases and Rents made by Inland Western Bay Shore Gardiner, LLC to Mortgage Electronic Registration Systems, Inc. as nominee for Bear Stearns Commercial Mortgage, Inc . dated 2/6/07 to be recorded in the office of the Suffolk County clerk.
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Mortgage made by Gardiner Manor, LLC and Robert David Lion Gardiner to Key Bank
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dt 1723190
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Keybank
As referenced in this Contribution Agreement:
Keybank Na – 1 was modified, split and severed by Note and Mortgage Splitter, Severance and Modification Agreement made between Gardiner Manor LLC and Gardiner Manor II LLC and Gardiner Holdings LLC and Keybank Na tional Association dated 5/16/01, recorded 2/13/02 in Liber 20026 mp 174 splitting the above mortgage into 2 separate liens; one for $32,750,000.00 (and
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Keybank Na – and the other for $3,770,000.00, released from the premises herein).
Mortgage 1 as split and severed in the sum of $32,750,000.00 was assigned by Keybank Na tional Association to Merrill Lynch Mortgage Lending Inc. by Assignment of Mortgage dated 5/14/01, recorded 2/13/02 in Liber 20026 mp 177.
Spreader, Consolidation and Modification of
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dt 1709752
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