COMMON STOCK AND WARRANT PURCHASE AGREEMENT
This COMMON STOCK AND WARRANT PURCHASE AGREEMENT (this "Agreement")
dated as of December 30, 2002, between and among ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
("Purchaser"), Aries Select, Ltd. ("Select Ltd."), Aries Select I LLC
("Select I"), and Aries Select II LLC ("Select II" and collectively
with Select Ltd. and Select I, the "Sellers").
The Sellers desire to sell to the Purchaser, and the Purchaser desire to
purchase (i) 10,253,235 shares of common stock (the "Common Stock") of Paligent,
Inc. (the "Company), par value $.001 per share (the "Shares"), as identified on
Schedule I, and (ii), for no additional monetary consideration, the warrants of
the Company, identified on Schedule II (the "Warrants", and collectively with
the Shares, the "Securities") upon the terms and conditions herein specified;
Accordingly, in consideration of the premises and the mutual
representations and covenants hereinafter set forth, the parties hereto hereby
agree as follows:
I. TERM OF THE SALE AND TRANSFER OF THE SECURITIES
1.1 Purchase Price. The Purchaser hereby irrevocably agrees to purchase
from the Sellers, and Sellers agree to sell to the Purchaser, (i) the Shares for
an aggregate Purchase Price of $230,698 and (ii), for no additional monetary
consideration, the Warrants (collectively, the "Purchase Price"), payable to the
Sellers in United States Dollars.
1.2 Closing; Delivery of the Securities. (a) The purchase and sale of
the Securities (the "Closing") shall take place at such location, time and date
as may be mutually agreed upon by the parties, but not later than January 15,
2003 (the "Closing Date"). In connection with the Closing, the parties agree to
execute and deliver all such further documents, agreements and instruments and
take such other and further action as may be necessary or appropriate to carry
out the purposes and intent of this Agreement, including but not limited to the
execution and delivery of such other documents as may be reasonably required by
the Company, the Company's counsel or the Company's transfer agent in connection
with the transactions contemplated by this Agreement.
(b) At the Closing, subject to the terms and conditions contained in
this Agreement, in payment of the full purchase price for the Securities,
Purchaser shall provide a wire transfer of immediately available funds to the
Sellers using the wire transfer instructions to be provided by the Sellers a
reasonable time prior to the Closing, or a bank check or cashier's check payable
to the Sellers, in an amount equal to their respective share of the Purchase
Price as set forth in Schedule III hereto. However, if the Sellers are unable to
deliver to the Purchaser the stock certificates and warrants representing the
Securities at the Closing, the Purchase Price for the Securities shall be paid
into an escrow account, subject to an escrow agreement mutually agreeable to the
Sellers and the Purchaser, with the Purchase Price to be released to the Sellers
upon the delivery to the Purchaser of the share certificates and warrants, with
stock powers duly endorsed.
II. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
2.1 The Purchaser warrants and represents that it understands that the
purchase of the Securities involves a high degree of risk including, but not
limited to, the following: (i) an investment in the Company is highly
speculative and only investors who can afford the loss of their entire
investment should consider investing in the Company and the Securities; (ii) the
Purchaser may not be able to liquidate its investment; and (iii) the
transferability of the Securities may be limited.
2.2 The Purchaser warrants and represents that it is an "accredited
investor" as that term is defined in Rule 501 promulgated under the Securities
Act of 1933 (the "Act"), and represents that (i) is able to fend for itself in
connection with the transactions contemplated by this Agreement; (ii) it has
such sophistication, knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of its investment in the
Company; (iii) it has the ability to bear the economic risks of its investment
for an indefinite period of time and could afford a complete loss of its
investment; (iv) has knowledge and experience in business and financial matters,
prior investment experience, including investment in securities that are
non-listed, unregistered and/or not traded on a national securities exchange nor
on the National Association of Securities Dealers, Inc. automated quotation
system. The Purchaser is not itself a "broker" or a "dealer" as defined in the
Securities Exchange Act of 1934.
2.3 (a) In making the decision to invest in the Securities, the Purchaser
has relied solely upon the information provided through its own due diligence
and to the extent necessary, the Purchaser has retained, at its own risk and
expense, and relied upon appropriate professional advice regarding the
investment, tax and legal merits and consequences of this Agreement and the
purchase of the Securities hereunder. The Purchaser understands that nothing in
this Agreement or any other materials presented to the Purchaser in connection
with the purchase and sale of the Securities constitutes legal, tax or
investment advice.
(b) Except as otherwise provided in this Agreement, the Purchaser has
not relied and will not rely on the Sellers to furnish or make available any
documents or other information regarding the financial condition, business or
any other matter of the Company.
(c) The Purchaser acknowledges that (i) the Sellers may be deemed to
be Affiliates of the Company as defined in Rule 405 promulgated under the Act,
(ii) the Sellers currently may have, and later may come into possession of,
information with respect to the Securities or the Company that is not known to
the Purchaser and that may be material to a decision to invest in the Securities
and the Company (the "Non-Public Information"), (iii) the Purchaser has
determined to purchase the Securities notwithstanding its lack of knowledge of
the Non-Public Information, and (iv) the Sellers shall have no liability to the
Purchaser, and the Purchaser waives and releases any claims that it might have
against the Sellers, whether under applicable securities laws or otherwise, with
respect to the nondisclosure of the Non-Public Information in connection with
the transactions contemplated hereby.
2.4 The Purchaser is purchasing the Securities for its own account as
principal, for investment purposes only and not with a present view to or for
resale, distribution
2
or fractionalization thereof, in whole or in part, within the meaning of the
Act. The Purchaser understands that its acquisition of the Securities has not
been registered under the Act or registered or qualified under any state
securities or "blue sky" laws in reliance on specific exemptions there from,
which exemptions may depend upon, among other things, the bona fide nature of
the Purchaser's investment intent as expressed herein. Purchaser will not,
directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of
(or solicit any offers to buy, purchase or otherwise acquire or take a pledge
of) any of the Securities, except in compliance with the Act and the rules and
regulations promulgated thereunder and under this Agreement. The Purchaser, if
an entity, further represents that it was not formed for the purpose of
purchasing the Securities.
2.5 The Purchaser hereby represents that the Purchaser, either by reason
of the Purchaser's business or financial experience or the business or financial
experience of the Purchaser's professional advisors (who are unaffiliated with
and not compensated by the Sellers including the Sellers, directly or
indirectly), has the capacity to protect the Purchaser's own interests in
connection with the transaction contemplated hereby.
2.6 The Purchaser hereby acknowledges that the transaction described in
this Agreement has not been reviewed by the United States Securities and
Exchange Commission (the "SEC") nor any state regulatory authority as the
Offering is intended to be exempt from the registration requirements of the Act
and the registration requirements of applicable state "blue sky" securities laws
or regulations.
2.7 The Purchaser understands that the Securities have not been registered
under the Act or under any state securities or "blue sky" laws or regulations by
reason of a claimed exemption that depends, in part, upon the Purchaser's
investment intention and agrees not to sell, pledge, assign or otherwise
transfer or dispose of the Securities unless they are registered under the Act
and under any applicable state securities or "blue sky" laws or regulations or
unless an exemption from such registration is available.
2.8 The Purchaser understands that even if a public market exist for the
Securities, or any Securities issuable upon exercise of the Securities, Rule 144
("Rule 144") promulgated under the Act requires for non-affiliates, among other
conditions, a one-year holding period prior to the resale in the United States
(in limited amounts) of securities acquired in a non-public offering without
having to satisfy the registration requirements under the Act. The Purchaser
understands and hereby acknowledges that the Company is under no obligation to
register any of the Securities under the Act or any state securities or "blue
sky" laws.
2.9 The Purchaser hereby represents that the address of the Purchaser
furnished by Purchaser on the signature page hereof is the Purchaser's principal
residence if the Purchaser is an individual or its principal business address if
it is a corporation or other entity.
2.10 The Purchaser represents that the Purchaser has full power and
authority (corporate, statutory and otherwise) to execute and deliver this
Agreement and to purchase the Securities. This Agreement constitutes the legal,
valid and binding obligation of the Purchaser, enforceable against the Purchaser
in accordance with its terms.
3
2.11 The Purchaser understands, acknowledges and agrees with Sellers that,
except as otherwise set forth herein, that the purchase hereunder is irrevocable
by the Purchaser, that, except as required by law, the Purchaser is not entitled
to cancel, terminate or revoke this Agreement or any agreements of the Purchaser
hereunder and that this Agreement and such other agreements shall survive the
death or disability of the Purchaser and shall be binding upon and inure to the
benefit of the parties and their heirs, executors, administrators, successors,
legal representatives and permitted assigns.
2.12 Neither Purchaser nor any party acting on its behalf has incurred any
liability, either express or implied, to any "broker", "finder", financial
adviser or similar person or entity in respect of any of the transactions
contemplated hereby. The Purchaser agrees to indemnify the Sellers against, and
hold them harmless from, any liability, cost or expense (including, but not
limited to, reasonable fees and disbursements of legal counsel) resulting from
any agreement, arrangement or understanding made by such party with any third
party for brokerage, finders' or financial advisory fees or other commissions in
connection with this Agreement or the transactions contemplated hereby. The
provisions of this Section shall survive any termination of this Agreement.
2.13 Purchaser acknowledges that the Sellers and their counsel, and the
Company and its counsel, are entitled to rely on the representations and
warranties made herein.
III. REPRESENTATIONS AND WARRANTIES OF THE SELLERS
The Sellers hereby represent and warrant to the Purchaser that:
3.1 The Sellers have all corporate right, power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby. All
corporate action on the part of the Sellers necessary for the (i) authorization,
execution, delivery and performance of this Agreement by the Sellers; and (ii)
authorization, sale, issuance and delivery of the Securities contemplated hereby
and the performance of the Sellers' obligations hereunder has been taken. This
Agreement has been duly executed and delivered by the Sellers and constitutes a
legal, valid, irrevocable and binding obligation of the Sellers, enforceable
against the Sellers in accordance with its terms, subject to laws of general
application relating to bankruptcy, insolvency and the relief of debtors and
rules of law governing specific performance, injunctive relief or other
equitable remedies, and to limitations of public policy.
3.2 (i) The Sellers are the holders of record of, and beneficially own,
the Securities, (ii) the Securities are freely transferable and are free and
clear of any restrictions on transfer, security interests, warrants, options,
purchase rights, contracts, commitments, equities, claims and demands. The
Sellers are not a party to any option, warrant, purchase right, or other
contract or commitment that could require the Sellers to sell, transfer or
otherwise dispose of any of the Securities or any securities issuable upon the
exercise of any of the Securities (other than this Agreement).
4
3.3 The Sellers hereby represent that the stock certificates set forth on
Schedule I hereto are exchangeable into 10,041,991 shares of Common Stock and,
when added to the 211,244 shares of Common Stock held on behalf of the Sellers
by Bank of America, the sellers are the beneficial owners of the 10,253,235
shares of Common Stock being sold to Purchaser pursuant to this Agreement.
3.4 The Sellers hereby represent that each of them, individually and
collectively, either by reason of the their business or financial experience or
the business or financial experience of their individual and or collective
professional advisors (who are unaffiliated with and not compensated by the
Purchaser, directly or indirectly), have the capacity to protect the their own
interests in connection with the transaction contemplated hereby.
3.5 The Sellers understand, acknowledge and agree with the Purchaser that,
except as otherwise set forth herein, that the sale, assignment and transfer
hereunder is irrevocable by the Sellers, and that, except as required by law,
the Sellers are not entitled to cancel, terminate or revoke this Agreement or
any agreements of the Sellers hereunder.
3.6 Neither the Sellers nor any party acting on their behalf have incurred
any liability, either express or implied, to any "broker", "finder", financial
adviser or similar person or entity in respect of any of the transactions
contemplated hereby. The Sellers agree to indemnify the Purchaser against, and
hold them harmless from, any liability, cost or expense (including, but not
limited to, reasonable fees and disbursements of legal counsel) resulting from
any agreement, arrangement or understanding made by such party with any third
party for brokerage, finders' or financial advisory fees or other commissions in
connection with this Agreement or the transactions contemplated hereby. The
provisions of this Section shall survive any termination of this Agreement.
3.7 The Sellers acknowledge that after the Closing the Company may engage
in a transaction with Digital Technologies 2000 ("Digital"), which may include,
but not be limited to, a merger, sale of assets, recapitalization, business
combination, joint venture, or some combination of the above, which might result
in the value of the Securities increasing over their present value. However,
there can be no assurance that the Company will engage in any transaction with
Digital, or that if it does, the value of the Securities will increase.
IV. MISCELLANEOUS
4.1 Any notice or other communication given hereunder shall be deemed
sufficient if in writing and sent by registered or certified mail, return
receipt requested, or delivered by hand against written receipt therefor,
addressed as follows:
If to the Sellers:
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
5
If to the Purchaser:
Notices shall be deemed to have been given or delivered on the date of mailing,
except notices of change of address, which shall be deemed to have been given or
delivered when received.
4.2 Except as otherwise provided herein, this Agreement shall not be
changed, modified or amended except by a writing signed by the parties to be
charged, and this Agreement may not be discharged except by performance in
accordance with its terms or by a writing signed by the party to be charged.
4.3 This Agreement shall be binding upon and inure to the benefit of the
parties hereto and to their respective heirs, legal representatives, successors
and assigns. This Agreement sets forth the entire agreement and understanding
between the parties as to the subject matter hereof and merges and supersedes
all prior discussions, agreements and understandings of any and every nature
among them.
4.4 NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY
OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND
PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO SUCH STATE'S PRINCIPLES OF CONFLICTS
OF LAW. IN THE EVENT THAT A JUDICIAL PROCEEDING IS NECESSARY, THE SOLE FORUM FOR
RESOLVING DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT IS THE SUPREME
COURT OF THE STATE OF NEW YORK IN AND FOR THE COUNTY OF NEW YORK OR THE FEDERAL
COURTS FOR SUCH STATE AND COUNTY, AND ALL RELATED APPELLATE COURTS, THE PARTIES
HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS AND AGREE TO SAID
VENUE.
4.5 In order to discourage frivolous claims the parties agree that unless
a claimant in any proceeding arising out of this Agreement succeeds in
establishing his claim and recovering a judgment against another party
(regardless of whether such claimant succeeds against one of the other parties
to the action), then the other party shall be entitled to recover from such
claimant all of its/their reasonable legal costs and expenses relating to such
proceeding and/or incurred in preparation therefor.
4.6 The holding of any provision of this Agreement to be invalid or
unenforceable by a court of competent jurisdiction shall not affect any other
provision of this Agreement, which shall remain in full force and effect. If any
provision of this Agreement shall be declared by a court of competent
jurisdiction to be invalid, illegal or incapable of being enforced in whole or
in part, such provision shall be interpreted so as to remain enforceable to the
maximum extent permissible consistent with applicable law and the remaining
conditions and provisions or portions thereof shall nevertheless remain in full
force and effect and enforceable
6
to the extent they are valid, legal and enforceable, and no provisions shall be
deemed dependent upon any other covenant or provision unless so expressed
herein.
4.7 It is agreed that a waiver by either party of a breach of any
provision of this Agreement shall not operate, or be construed, as a waiver of
any subsequent breach by that same party.
4.8 The parties agree to execute and deliver all such further documents,
agreements and instruments and take such other and further action as may be
necessary or appropriate to carry out the purposes and intent of this Agreement.
4.9 This Agreement may be executed in two or more counterparts each of
which shall be deemed an original, but all of which shall together constitute
one and the same instrument.
4.10 Nothing in this Agreement shall create or be deemed to create any
rights in any person or entity not a party to this Agreement.
4.11 Each party hereto is informed of the significance to the other
parties hereto that the representations and warranties of each party have been
provided under the assumption that the each party will rely on such
representations and warranties.
4.12 All representations and warranties contained herein shall survive the
execution and delivery of this Agreement and the sale and purchase of the
Securities and payment therefor.
4.13 The holding of any provision of this Agreement to be invalid or
unenforceable by a court of competent jurisdiction shall not affect any other
provision of this Agreement, which shall remain in full force and effect. If any
provision of this Agreement shall be declared by a court of competent
jurisdiction to be invalid, illegal or incapable of being enforced in whole or
in part, such provision shall be interpreted so as to remain enforceable to the
maximum extent permissible consistent with applicable law and the remaining
conditions and provisions or portions thereof shall nevertheless remain in full
force and effect and enforceable to the extent they are valid, legal and
enforceable, and no provisions shall be deemed dependent upon any other covenant
or provision unless so expressed herein.
7
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement,
or caused this Agreement to be duly executed by their respective officers,
partners or other representatives, thereunto duly authorized, all as of this
30th day of December, 2002.
ARIES SELECT, LTD. PURCHASER
BY: PARAMOUNT CAPITAL ASSET
MANAGEMENT, INC.,
ITS INVESTMENT MANAGER
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, M.D. Name:_Richard ▇▇▇▇▇
Title: Chairman & CEO SS -088-32-2722
ARIES SELECT I, LLC
Address:
BY: PARAMOUNT CAPITAL ASSET
MANAGEMENT, INC.,
ITS MANAGING MEMBER ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, M.D.
Title: Chairman & CEO
ARIES SELECT II, LTD.
BY: PARAMOUNT CAPITAL ASSET
MANAGEMENT, INC.,
MANAGING MEMBER
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, M.D.
Title: Chairman & CEO
8
SCHEDULE I
STOCK CERTIFICATES
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
COMPANY NAME REGISTERED TYPE OF SHARES CERTIFICATE NUMBER DATE
NAME NUMBER OF SHARES OF ISSUE
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Aries Domestic Fund LP Common H-0174 754349 1/28/2000
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Aries Select I LLC Common H-0657 19415 7/23/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Aries Select I LLC Common H-0652 459588 7/23/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Aries Select I LLC Common H-0637 173539 6/14/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Aries Select I LLC Common H-0654 166200 7/23/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Aries Select I LLC Common H-0655 296730 7/23/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Aries Select I LLC Common H-0660 101186 7/23/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Aries Select I LLC Common H-0661 27615 7/23/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Aries Select I LLC Common H-0656 136859 7/23/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Aries Select I LLC Common H-0658 185113 7/23/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Aries Select I LLC Common H-0659 567000 7/23/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
Xytronyx Aries Domestic Fund LP Common C 5008 200000 11/22/1995
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
Binary Therapeutics, Inc. Aries Domestic Fund LP Common C113 125000 11/22/1995
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
Binary Therapeutics, Inc. Aries Domestic Fund LP Common C115 125000 1/16/1996
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
Binary Therapeutics, Inc. Aries Domestic Fund LP Common C112 250000 10/20/1995
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Aries Select I LLC Common H-0653 19275 7/23/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Aries Select Ltd Common H-0648 1323000 7/23/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Aries Select Ltd Common H-0630 1208745 6/14/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Aries Select Ltd Common H-0643 337435 7/23/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Aries Select Ltd Common H-0644 551070 7/23/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Aries Select Ltd Common H-0646 19415 7/23/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Aries Select Ltd Common H-0647 359117 7/23/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Aries Select Ltd Common H-0645 265503 7/23/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Aries Select Ltd Common H-0649 204178 7/23/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Aries Select Ltd Common H-0650 27615 7/23/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Aries Select Ltd Common H-0651 1512314 7/23/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Aries Select Ltd Common H-0642 19275 7/23/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
Xytronyx The Aires Trust Common C 5059 200000 11/22/1995
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
Binary Therapeutics, Inc. The Aires Trust Common C114 125000 11/22/1995
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
Binary Therapeutics, Inc. The Aires Trust Common C111 250000 10/20/1995
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
Binary Therapeutics, Inc. The Aires Trust Common C116 125000 1/16/1996
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
An additional 211,244 shares are being held on behalf of the sellers by Bank of
America.
9
SCHEDULE II
WARRANTS
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
COMPANY NAME REGISTERED TYPE OF SHARES CERTIFICATE NUMBER DATE
NAME NUMBER OF SHARES OF ISSUE
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
PALIGENT INC. Aries Select I LLC Warrants to Purchase Common 2(a) 189000 5/11/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
Procept Aries Select I LLC Warrants to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇-▇▇▇▇ 73871.135 6/6/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
Xytronyx Aries Domestic Fund LP ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇ .31250 Units 11/27/1995
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
Xytronyx Aries Domestic Fund LP Unit Purchase Option 5 .8598 Option 3/7/1997
Units
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
Procept Aries Domestic Fund LP Unit Purchase Option 7 0.825 Option 4/9/1998
Units
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
PALIGENT INC. Aries Select I LLC Unit Purchase Option 7(a) 16500 Option 6/29/2001
Units
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
PALIGENT INC. Aries Select Ltd Warrants to Purchase Common 1(a) 441000 5/11/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
Procept Aries Select Ltd Warrants to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇-▇▇▇▇ 117776.6 6/6/2001
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
Xytronyx ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇ .31250 Units 11/27/1995
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
Xytronyx Aries Fund Unit Purchase Option 6 1.668 Option 3/7/1997
Units
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
PALIGENT INC. Aries Select Fund Unit Purchase Option 8(a) 33,500 Option 6/29/2001
Units
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
Procept The Aries Fund Unit Purchase Option 8 1.675 Option 4/9/1998
Units
----------------------------- ----------------------- ---------------------------- --------------- ------------------ ----------
10
SCHEDULE III
PURCHASE PRICE ALLOCATION
Aries Select I $ 76,997
Aries Select II $ 292
Aries Select, Ltd. $ 153,409
----------
$ 230,698
11
