EXHIBIT 99.7
(and Exhibit B to Preferred Stock
and Warrant Purchase Agreement)
A-FEM MEDICAL CORPORATION
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
This Amended and Restated Registration Rights Agreement is entered into as of
the 21st day of September, 2000, by and between A-Fem Medical Corporation, a
Nevada corporation ("A-Fem"), and Capital Consultants LLC, an Oregon limited
liability company, as agent for certain investors it represents (in its capacity
as agent, Capital Consultants LLC is referred to herein as "CCL") and replaces
and supersedes those certain Registration Rights Agreements entered into by and
between A-Fem and CCL dated as of August 31, 1998, October 8, 1998, November 6,
1998, March 9, 1999, April 15, 1999, May 10, 1999, June 15, 1999, July 21, 1999,
August 19, 1999, September 22, 1999, December 17, 1999, March 24, 2000, July 21,
2000, and August 21, 2000.
The parties agree as follows:
1. Definitions
1.1 The terms "Form X-0," "Xxxx X-0" and "Form S-3" mean such
respective forms under the Securities Act of 1933, as amended
("xxx 0000 Xxx"), as in effect on the date hereof or any
successor registration forms to Form X-0, Xxxx X-0 and Form
S-3, respectively, under the 1933 Act subsequently adopted by
the Securities and Exchange Commission or any other federal
agency at the time administering the 1933 Act (the "SEC").
1.2 The terms "register," "registered," and "registration" refer
to a registration effected by preparing and filing a
registration statement or similar document in compliance with
the 1933 Act and the declaration or ordering of effectiveness
of such registration statement or document.
1.3 The term "Registrable Securities" means the shares of the
common stock of A-Fem (the "Common Stock") to be issued upon
conversion of the shares of convertible preferred stock (the
"Preferred Stock") to be issued pursuant to (i) the Preferred
Stock and Warrant Purchase Agreement dated as of August 31,
1998, (ii) the Plan and Agreement for Recapitalization dated
as of September 1, 1998, (iii) the Stock Purchase Warrant (No.
98P-1) to purchase 130,000 shares of Preferred Stock, (iv) the
Preferred Stock and Warrant Purchase Agreement dated as of
October 8, 1998, (v) the Stock Purchase Warrant (No. 98P-3) to
purchase 127,280 shares of Preferred Stock, (vi) the Stock
Purchase Warrant (No. 98P-4) to purchase 72,720 shares of
Preferred Stock, (vii) the Preferred Stock and Warrant
Purchase Agreement dated as of November 6, 1998, (viii) the
Stock Purchase Warrant (No. 98P-5) to purchase 102,065 shares
of Preferred Stock, (ix) the Stock Purchase Warrant (No.
98P-6) to purchase 1,583 shares of
PreferredStock, (x) the Stock Purchase Warrant (No. 98P-7)
to purchase 552 shares of Preferred Stock, (xi) the
Preferred Stock and Warrant Purchase Agreement dated as of
March 9, 1999, (xii) the Stock Purchase Warrant (No. 99P-8)
to purchase 31,250 shares of Preferred Stock, (xiii) the
Preferred Stock and Warrant Purchase Agreement dated as of
April 15, 1999, (xiv) the Stock Purchase Warrant (No. 99P-9)
to purchase 20,834 shares of Preferred Stock, (xv) the
Preferred Stock and Warrant Purchase Agreement dated as of
May 10, 1999, (xvi) the Stock Purchase Warrant (No. 99P-10)
to purchase 20,834 shares of Preferred Stock, (xvii) the
Preferred Stock and Warrant Purchase Agreement dated as of
June 15, 1999, (xviii) the Stock Purchase Warrant (No.
99P-11) to purchase 20,834 shares of Preferred Stock, (xix)
the Preferred Stock and Warrant Purchase Agreement dated as
of July 21, 1999, (xx) the Stock Purchase Warrant (No.
99P-12) to purchase 20,834 shares of Preferred Stock, (xxi)
the Preferred Stock and Warrant Purchase Agreement dated
August 19, 1999, (xxii) the Stock Purchase Warrant (No.
99P-13) to purchase 20,834 shares of Preferred Stock,
(xxiii) the Preferred Stock and Warrant Purchase Agreement
dated as of September 22, 1999, (xxiv) the Stock Purchase
Warrant (No. 99P-14) to purchase 52,080 shares of Preferred
Stock, (xxv) the Preferred Stock and Warrant Purchase
Agreement dated as of December 17, 1999, (xxvi) the Stock
Purchase Warrant (No. 99P-15) to purchase 118,364 shares of
Preferred Stock, (xxvii) the Preferred Stock and Warrant
Purchase Agreement dated as of March 24, 2000, (xxviii) the
Stock Purchase Warrant (No. 00P-16) to purchase 174,365
shares of Preferred Stock, (xxix) the Preferred Stock and
Warrant Purchase Agreement dated as of July 21, 2000, (xxx)
the Stock Purchase Warrant (No. 00P-17) to purchase 79,861
shares of Preferred Stock, (xxxi) the Preferred Stock and
Warrant Purchase Agreement dated as of August 21, 2000,
(xxxii) the Stock Purchase Warrant (No. 00P-18) to purchase
79,861 shares of Preferred Stock, (xxxiii) the Preferred
Stock and Warrant Purchase Agreement dated as of September
21, 2000, and (xxxiv) the Stock Purchase Warrant (No.
00P-19) to purchase 79,861 shares of Preferred Stock, and
any Common Stock issued as a dividend or other distribution
with respect to, or any other securities issued in exchange
for, or in replacement of, such shares of Common Stock. As
to any particular Registrable Securities, such securities
will cease to be Registrable Securities when (i) they have
been effectively registered under the 1933 Act and disposed
of in accordance with the registration statement covering
them, or (ii) they may be sold by a Holder without effective
volume limitations pursuant to Rule 144 (or any similar
provision that is in force) under the 0000 Xxx.
1.4 The term "Holder" means (i) CCL, provided that it holds
any Registrable Securities as agent for any investor it
represents, (ii) each of the investors for whom CCL holds
the Registrable Securities and (iii) any assignee in
accordance with Section 9.
2. Registration Rights
2.1 Demand Registration Rights
(a) If A-Fem shall receive, at any time after the date
hereof, a written request from the Holders of at
least 30% of the Registrable Securities then
outstanding (the "Initiating Holders") that A-Fem
file a registration statement under the Securities
Act covering the registration of such Initiating
Holders' Registrable Securities, then A-Fem shall,
within five days after the receipt of such request,
give written notice of such request to all Holders
and shall, subject to the limitations set forth
below, use its best efforts to file as soon as
practicable, a registration statement under the
Securities Act of all Registrable Securities that the
Holders request to be registered in a written request
to be given within five days of the mailing of such
notice by A-Fem, and shall use its best efforts to
cause such registration statement to be declared
effective as soon as practicable.
(b) A-Fem is obligated to effect only two registrations
pursuant to this Section 2.1; provided, however, that
if A-Fem is eligible to register securities on Form
S-3, then A-Fem is obligated to effect a registration
on such Form S-3 each time such registration is
requested by the Holders pursuant to this Section
2.1.
(c) Notwithstanding the foregoing, if A-Fem shall furnish
to the Holders requesting a registration pursuant to
this Section 2.1 a certificate signed by the
President of A-Fem stating that, in the good faith
judgment of the Board of Directors of A-Fem, it would
be seriously detrimental to A-Fem and its
shareholders for such registration statement to be
filed and it is therefore essential to defer the
filing of such registration statement, A-Fem shall
have the right to defer such filing for not more than
60 days after receipt of the request of the
Initiating Holders.
(d) Subject to Section 2.1(c), if A-Fem fails to file a
registration statement within 20 business days after
receipt of the request of the Initiating Holders
("Deadline"), then A-Fem will grant to the Holders
requesting registration ten-year warrants, with an
exercise price of $1.92 per share, to purchase the
number of shares of common stock of A-Fem determined
by the product of (1) number of days elapsed between
the Deadline and the date the registration statement
is filed; and (2) 1% of the Registrable Shares that
the Holders requested to be registered. The warrants
will contain terms, conditions and adjustments
similar to warrants previously issued to the Holders,
and the warrant will be issued within 30 days of the
date the registration statement is filed. No such
warrant will be issued to any Holder who fails to
promptly supply information concerning such Holder to
be included in the Registration Statement.
2.2 Incidental Registration Rights
(a) If at any time after the date hereof A-Fem proposes
to register any of its securities under the 1933 Act
(except for registration of shares solely in
connection with an employee benefit plan or a merger
or consolidation) in
any public offering, whether or not for sale for its
own account, it will at such time give prompt written
notice to Holder of its intention to do so and of
Holder's rights under this Section 2.
(b) Upon the written request of Holder made within 30
days after the receipt of any such notice (which
request shall specify the number of Registrable
Securities intended to be disposed of by Holder),
A-Fem will use its best efforts to effect the
registration under the 1933 Act and applicable state
securities laws of all Registrable Securities in
connection therewith that A-Fem has been so requested
to register by Holder.
(c) If the managing underwriter for any underwritten
offering in a registration pursuant to this Section
2.2 shall inform in writing A-Fem and Holder of its
belief that the number of securities requested to be
included in such registration would materially and
adversely affect its ability to effect such offering,
then A-Fem will include in such registration the
number that A-Fem is so advised can be sold in (or
during the time of) such offering, first, all
securities proposed by A-Fem to be sold for its own
account, and second, such Registrable Securities and
other securities of A-Fem requested to be included in
such registration by persons exercising their
incidental registration rights, pro rata on the basis
of the number of shares of such securities so
proposed to be sold and so requested to be included.
3. Obligations of A-Fem
Whenever required under this Agreement to use its best efforts
to effect the registration of Registrable Securities, A-Fem shall, as
expeditiously as possible:
3.1 Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its
best efforts to cause such registration statement to
become and remain effective for the period of the
distribution contemplated thereby determined as provided
hereafter.
3.2 Prepare and file with the SEC such amendments and
supplements to such registration statement and the
prospectus used in connection with such registration
statement as may be necessary to comply with the
provisions of the 1933 Act with respect to the disposition
of all securities covered by such registration statement.
3.3 Furnish to Holder such reasonable number of copies of a
prospectus, including any preliminary prospectus, in
conformity with the requirements of the 1933 Act, and any
amendments or supplements thereto and such other documents
as Holder may reasonably request in order to facilitate
the disposition of Registrable Securities owned by Holder.
3.4 Use its best efforts to register and qualify the
securities covered by such registration statement under
such other securities or Blue Sky laws of all 50 states,
provided that A-Fem shall not be required in connection
therewith or as a
condition thereto to qualify to do business or to file a
general consent to service of process in any such states.
3.5 In the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement,
in usual and customary form, with the managing underwriter of
such offering. Holder shall also enter into and perform its
obligations under such an agreement, including furnishing any
opinion of counsel or entering into a lock-up agreement
reasonably requested by the managing underwriter and take such
other actions as are reasonably required in order to expedite
or facilitate the disposition of the Registrable Securities to
be so included in the registration statement.
3.6 Notify Holder, at any time when a prospectus relating thereto
covered by such registration statement is required to be
delivered under the 1933 Act, of the happening of any event as
a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of
a material fact or omits to state a material fact required to
be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances then existing
and promptly file such amendments and supplements that may be
required on account of such event and use its best efforts to
cause each such amendment and supplement to become effective.
3.7 Furnish, at the request of any Holder requesting registration
of Registrable Securities pursuant to Section 2, on the date
that such Registrable Securities are delivered to the
underwriters for sale in connection with a registration
pursuant to Section 2, if such securities are being sold
through underwriters, or, if such securities are not being
sold through underwriters, on the date that the registration
statement with respect to such securities becomes effective,
(i) an opinion, dated such date, of the counsel representing
A-Fem for the purposes of such registration, in form and
substance as is customarily given to underwriters in an
underwritten public offering, addressed to the underwriters,
if any, and to the Holders requesting registration of
Registrable Securities and (ii) a letter dated such date, from
the independent certified public accountants of A-Fem, in form
and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to the
Holders requesting registration of Registrable Securities.
3.8 Otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC, and make available to its
security holders, as soon as reasonably practicable, but not
later than 18 months after the effective date of the
registration statement, an earnings statement covering the
period of at least 12 months beginning with the first full
month after the effective date of such registration statement,
which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act.
3.9 Use its best efforts to list the Restricted Securities covered
by such registration statement with any securities exchange on
which the Common Stock of A-Fem is then listed.
For purposes of Sections 3.1 and 3.2, the period of distribution of Registrable
Securities in a firm commitment underwritten public offering shall be deemed to
extend until each underwriter has completed the distribution of all securities
purchased by it, and the period of distribution of Registrable Securities in any
other registration shall be deemed to extend until the earlier of the sale of
all Registrable Securities covered thereby and one year after the effective date
thereof.
4. Preparation; Information; Reasonable Investigation
4.1 Furnish Information. It shall be a condition precedent to the
obligations of A-Fem to take any action pursuant to this
Agreement that Holder shall furnish to A-Fem such information
regarding Holder, the Registrable Securities held by Holder,
and the intended method of disposition of such securities as
shall be required to effect the registration of Holder's
Registrable Securities.
4.2 Preparation; Reasonable Investigation. In connection with the
preparation and filing of any registration statement under the
1933 Act pursuant to this Agreement, A-Fem will give Holder
and Holder's counsel, accountants or underwriters the
opportunity to participate in the preparation of such
registration statement, each prospectus included therein or
filed with the SEC, and each amendment thereof or supplement
thereto, and will give Holder such access to its books and
records and such opportunities to discuss the business of
A-Fem with its officers and the independent public accountants
who have certified its financial statements as shall be
necessary, in the opinion of Holder's counsel, accountants or
underwriters, to conduct a reasonable investigation within the
meaning of the 1933 Act.
5. Expenses of Registration
All expenses (other than underwriting discounts and commissions and transfer
taxes, if any) relating to Registrable Securities incurred in connection with
the registrations, filings or qualifications pursuant to this Agreement,
including without limitation all registration, filing and qualification fees,
printing and accounting fees, fees and disbursements of counsel for A-Fem, and
fees and disbursements of counsel to Holder, shall be borne by A-Fem.
6. Indemnification
If any Registrable Securities are included in a registration statement under
this Agreement:
6.1 A-Fem Indemnification. To the extent permitted by law, A-Fem
will indemnify and hold harmless and defend Holder, the
officers, directors, partners, agents and employees of Holder
or any underwriter (as defined in the 1933 Act), and each
person, if any, who controls Holder or underwriter within the
meaning of the 1933 Act or the Securities Exchange Act of
1934, as amended (the "1934 Act"), against any losses, claims,
damages or liabilities (joint or several) to which they may
become subject under the 1933 Act, the 1934 Act or other federal or
state law, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations (a "Violation"):
(i) any untrue statement or alleged untrue statement of a material
fact contained in such registration statement, including any
preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto,
(ii) the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, or
(iii) any violation or alleged violation by A-Fem of the 1933 Act, the
1934 Act, any state securities law or any rule or regulation
promulgated under the 1933 Act, the 1934 Act or any state
securities law.
A-Fem will pay or reimburse such Holder, officer, director, partner, agent,
employee, underwriter, or controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action. The indemnity agreement contained
in this Section 6.1 shall not apply to amounts paid in settlement of any loss,
claim, damage, liability or action if such settlement is effected without the
consent of A-Fem (which consent shall not be unreasonably withheld), nor shall
A-Fem be liable to Holder in any such case for any such loss, claim, damage,
liability or action (a) to the extent that it arises solely from or is based
solely upon a Violation that occurs in reliance upon and in conformity with
written information furnished expressly for use in connection with such
registration by or on behalf of Holder or its controlling person, or (b) if such
untrue statement or alleged untrue statement or omission or alleged omission was
contained in a preliminary prospectus and corrected in a final or amended
prospectus, and Holder failed to deliver a copy of the final or amended
prospectus at or prior to the confirmation of the sale of the Registrable
Securities to the person asserting any such loss, claim, damage or liability in
any case where such delivery is required by the 1933 Act.
6.2 Holder Indemnification. To the extent permitted by law, Holder will
indemnify and hold harmless A-Fem, each of its directors, each of its
officers who have signed the registration statement, and each person,
if any, who controls A-Fem within the meaning of the 1933 Act, against
any losses, claims, damages or liabilities (joint or several) to which
A-Fem or any such director, officer or controlling person, under the
1933 Act, the 1934 Act or other federal or state law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereto)
arise out of or are based upon any Violation, in each case to the
extent (and only to the extent) that such Violation occurs in reliance
upon and in conformity with written information furnished by or on
behalf of Holder expressly for use in connection with such
registration; and Holder will reimburse any legal or other expenses
reasonably incurred by A-Fem or any such director, officer or
controlling person, in connection with investigating or defending any
such loss,
claim, damage, liability or action; provided, however, that the
indemnity agreement contained in this Section 6.2 shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability
or action if such settlement is effected without the consent of
Holder, which consent shall not be unreasonably withheld, nor, in the
case of a sale directly by A-Fem of its securities (including a sale
of such securities through any underwriter retained by A-Fem to engage
in a distribution solely on behalf of A-Fem), shall Holder be liable
to A-Fem in any case in which such untrue statement or omission or
alleged untrue statement or alleged omission was contained in a
preliminary prospectus and corrected in a final or amended prospectus,
and A-Fem failed to deliver a copy of the final or amended prospectus
at or prior to the confirmation of the sale of the securities to the
person asserting any such loss, claim, damage or liability in any case
where such delivery is required by the 1933 Act; and provided,
further, that the indemnification obligation of Holder shall be
limited to the aggregate public offering price of the Registrable
Securities sold by Holder pursuant to such registration.
6.3 Notice, Defense and Counsel. Promptly after receipt by an indemnified
party under this Section 6 of notice of the commencement of any action
(including any governmental action), such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party
under this Section 6, deliver to the indemnifying party a written
notice of the commencement thereof and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly
noticed, to assume and control the defense thereof with counsel
mutually satisfactory to the parties; provided, however, that an
indemnified party shall have the right to retain its own counsel, with
the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by
the indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party and any
other party represented by such counsel in such proceeding. The
failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action, if materially
and adversely prejudicial to its ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified
party under this Section 6 to the extent of such prejudice, but the
omission so to deliver written notice to the indemnifying party will
not relieve it of any liability that it may have to any indemnified
party otherwise than under this Section 6.
6.4 Contribution. If the indemnification provided for in this Section 6 is
held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any losses, claims, damages or
liabilities referred to herein, the indemnifying party, in lieu of
indemnifying such indemnified party thereunder, shall, to the extent
permitted by applicable law, contribute to the amount paid or payable
by such indemnified party as a result of such loss, claim, damage or
liability in such proportion as is appropriate to reflect the relative
fault of the indemnifying party, on the one hand, and of the
indemnified party, on the other, in
connection with the Violation(s) that resulted in such loss, claim,
damage or liability, as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of
the indemnified party shall be determined by a court of law by
reference to, among other things, whether the untrue or allegedly
untrue statement of a material fact or the omission to state a
material fact relates to information supplied by the indemnifying
party or by the indemnified party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent
such statement or omission.
6.5 Survival of Rights and Obligations. The obligations of A-Fem and
Holder under this Section 6 shall survive the completion of any
offering of Registrable Securities in a registration statement whether
under this Agreement or otherwise.
7. Reports Under the 1934 Act.
With a view to making available to Holder benefits of Rule 144 promulgated under
the 1933 Act and any other rule or regulation of the SEC that may at any time
permit Holder to sell securities of A-Fem to the public without registration,
A-Fem agrees to use its best efforts to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144, at all times;
(b) file with the SEC in a timely manner all reports and other documents
required of A-Fem under the 1933 Act and the 1934 Act; and
(c) furnish to Holder, so long as Holder owns any Registrable Securities,
forthwith upon request (i) a written statement by A-Fem that it has
complied with the reporting requirements of Rule 144, the 1933 Act and
the 1934 Act (at any and all times after it has become subject to such
reporting requirements), or that it qualifies as a registrant whose
securities may be resold pursuant to Form S-2 or S-3 (at any time
after it so qualifies), (ii) a copy of the most recent annual or
quarterly report of A-Fem and such other reports and documents so
filed by A-Fem, and (iii) such other information as may be reasonably
requested in availing Holder of any rule or regulation of the SEC that
permits the selling of any such securities without registration or
pursuant to such form.
8. Lock-Up Agreement
Holder, if requested by A-Fem and an underwriter of A-Fem's securities (in a
firmly underwritten public offering), shall agree not to sell or otherwise
transfer or dispose of any Registrable Securities or other securities of A-Fem
held by Holder for a specified period of time (not to exceed 90 days) following
the effective date of a registration statement pursuant to which
A-Fem proposes to sell its securities to the public generally, provided,
however, that holders of at least five percent of A-Fem's Common Stock and all
officers and directors of A-Fem enter into similar agreements.
9. Assignment of Registration Rights
The right to cause A-Fem to register Common Stock pursuant to this Agreement may
not be assigned or transferred without the prior written consent of A-Fem, which
consent will not be unreasonably withheld.
10. Amendment
Any provision of this Agreement may be amended and the observance thereof may be
waived (either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of A-Fem and the Holders of a
majority of the Registrable Securities. Any amendment or waiver effected in
accordance with this Section shall be binding upon each Holder and A-Fem.
11. Termination of Registration Rights
No Holder shall be entitled to exercise any right provided for in this Agreement
after five (5) years following the date hereof.
12. Attorneys' Fees
In the event any legal action is brought by any party to enforce the terms of
this Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees and expenses in addition to any other relief deemed appropriate
by the trial court or any appellate court or any bankruptcy court.
13. Successors
Subject to Section 9 hereof, this Agreement shall bind and inure to the benefit
of the successors and assigns of A-Fem and the Holders.
14. Entire Agreement
This Agreement constitutes the entire agreement among the parties with respect
to the subject matter hereof and supersedes all prior arrangements or
understandings.
15. Notices
All notices, requests, consents and other communications required or provided
for herein to any party shall be deemed to be sufficient if contained in a
written instrument, and shall be deemed to be given when: (a) delivered in
person; (b) sent by first-class registered or certified mail with postage
prepaid; (c) delivered by overnight receipted courier service; or (d) sent by
facsimile transmission with delivery confirmed and followed by delivery pursuant
to (b) hereof, which notice is addressed to the party at the address set forth
below, or such other address as may hereafter be designated in writing by the
party.
If to A-Fem: 00000 X.X. Xxxxxx Xxxxxx, Xxxxx X-0
Xxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx,
President and Chief Executive Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to: Xxxxxxx X. Xxxxxxx
Xxxxxxx Coie, LLP
0000 XX Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Holder: Capital Consultants LLC
0000 XX Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to: Xxxxxx X. Xxxxxxxxxx
Xxxxxxx, Xxxxxxxxxx & Xxxxx
0000 XX Xxxxx Xxxxxx, Xxxxx 0000-0000
Xxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
16. Event of Default
An Event of Default shall have occurred under this Agreement if A-Fem shall fail
to perform any obligation under this Agreement within thirty (30) days after
notice from any Holder specifying the nature of the failure of default.
17. Counterparts
This Agreement may be executed in any number of counterparts, and each such
counterpart shall be deemed to be an original instrument. All such counterparts
together shall constitute one agreement.
18. Headings
The headings of the various sections of this Agreement have been inserted for
convenience of reference only and shall not be deemed to be a part of this
Agreement.
19. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of
the State of Oregon. [this space intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have executed or caused their duly
authorized representatives to execute this Agreement as of the date first
hereinabove written.
Holder by:
CAPITAL CONSULTANTS LLC, as agent
By:
Its
A-FEM:
A-FEM MEDICAL CORPORATION
By: Xxxxxx X. Xxxxxxx
Its: Chief Executive Officer
