Exhibit 6
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of December
20, 2002, by and between XXXXXX DRUG CO., INC., a New York corporation (the
"Company") and the investors listed on Schedule 1 attached hereto (each an
"Investor"; collectively, the "Investors").
WHEREAS, the Company and certain purchasers are parties to that certain
Debenture and Warrant Purchase Agreement dated March 10, 1998 (as such agreement
may be supplemented, amended, or otherwise modified from time to time, the "1998
Purchase Agreement"), whereby the Company issued to such parties the Company's
5% convertible secured debentures due March 15, 2003 (as such debentures may be
supplemented, amended, or otherwise modified from time to time, the "1998
Debentures"; each such holder of 1998 Debentures, or any permitted successor,
assign or transferee thereof, a "1998 Holder") and warrants to purchase Common
Stock (the "1998 Warrants");
WHEREAS, in connection with the 1998 Purchase Agreement, the Company
granted to the 1998 Holders registration rights as set forth in Article XI of
the 1998 Purchase Agreement;
WHEREAS, the Company and certain purchasers are parties to that certain
Debenture and Warrant Purchase Agreement dated May 26, 1999 (as such agreement
may be supplemented, amended, or otherwise modified from time to time, the "1999
Purchase Agreement"), whereby the Company issued to such parties the Company's
5% convertible secured debentures due March 15, 2003 (as such debentures may be
supplemented, amended, or otherwise modified from time to time, the "1999
Debentures"; each such holder of 1999 Debentures, or any permitted successor,
assign or transferee thereof, a "1999 Holder") and warrants to purchase Common
Stock (the "1999 Warrants");
WHEREAS, in connection with the 1999 Purchase Agreement, the Company
granted to the 1999 Holders registration rights as set forth in Article XI of
the 1999 Purchase Agreement;
WHEREAS, in connection with the Bridge Loan Agreements, Xxxxx Partners III,
L.P., Xxxxx Partners International III, L.P. and Xxxxx Employee Fund III, L.P.
(collectively, "Xxxxx") holds warrants to purchase an aggregate of 5,385,229
shares of the Company's common stock, $.01 par value per share (the "Common
Stock") as more particularly described on Schedule 2 hereof (the "Bridge Loan
Warrants");
WHEREAS, the Company and Xxxxxx Pharmaceuticals, Inc. ("Xxxxxx") are
parties to that certain Loan Agreement, dated as of March 29, 2000, as amended
by a certain Amendment to Loan Agreement dated as of March 31, 2000 (as so
amended, the "Loan Agreement");
WHEREAS, in consideration of further amending the Loan Agreement to, among
other things, extend the maturity date of the loan by execution of a Second
Amendment to the Loan Agreement dated as of December 20, 2002, simultaneously
with the execution of this Agreement, the Company will issue to Xxxxxx a warrant
(the "Xxxxxx Warrant") to purchase 10,700,665 shares of the Common Stock;
WHEREAS, in connection with the 2002 Purchase Agreement, all of the holders
(except Xxxxx) (the "Recap Shareholders") of the 1998 Warrants and the 1999
Warrants have entered into an agreement (the "Recapitalization Agreement"),
dated the date hereof, to recapitalize their interests in the Company by, inter
alia, exchanging their respective warrants for shares of Common Stock (the
"Recap Shares");
WHEREAS, the Company and certain purchasers are parties to that certain
Debenture Purchase Agreement, dated the date hereof (as such agreement may be
supplemented, amended, or otherwise modified from time to time, the "2002
Purchase Agreement"), whereby the Company issued to such parties the Company's
5% convertible senior secured debentures due March 31, 2006 (as such debentures
may be supplemented, amended, or otherwise modified from time to time, the "2002
Debentures"; each such holder of 2002 Debentures, or any permitted successor,
assign or transferee thereof, a "2002 Holder");
WHEREAS, in connection with the 2002 Purchase Agreement, the Company has
agreed to grant to the 2002 Holders registration rights as set forth in this
Agreement;
WHEREAS, the 1998 Holders desire to terminate the registration rights
provisions of the 1998 Purchase Agreement, the 1999 Holders desire to terminate
the registration rights provisions of the 1999 Purchase Agreement, the holders
of the 1998 Warrants desire to terminate the registration rights applicable to
the 1998 Warrants, the holders of the 1999 Warrants desire to terminate the
registration rights applicable to the 1999 Warrants, and Xxxxx desires to
terminate the registration rights applicable to the Bridge Loan Warrants and
such parties desire to enter into this Agreement in lieu therefor to provide for
generally applicable registration rights for all such parties, to the extent
applicable, and to Xxxxxx and the 2002 Holders;
WHEREAS, the Company desires to grant and Xxxxxx, the 1998 Holders, the
1999 Holders, the 2002 Holders, the Recap Shareholders and Xxxxx desire to
obtain, certain registration rights in connection with the Recap Shares, the
Xxxxxx Warrant, the 1998 Debentures, the 1999 Debentures, the 1998 Warrants held
by Xxxxx, the 1999 Warrants held by Xxxxx, the Bridge Loan Warrants and the 2002
Debentures (collectively, the "Securities"); and
WHEREAS, unless otherwise provided in this Agreement, capitalized terms
used herein shall have the meanings set forth in Section 14 hereof.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and promises contained herein, the parties agree as follows:
1. Demand Registrations.
(a) Requests for Registration. The Holders may request registration under
the Securities Act of all or any part of their Registrable Securities as
provided for below in Section 1(b). Within ten days after receipt of any such
request, the Company will give written notice of such requested registration to
all other Holders of Registrable Securities. The Company will include in such
registration all Registrable Securities with respect to which it has received
written requests for inclusion therein within 30 days after receipt of the
Company's notice. The Company shall cause its management to cooperate fully and
to use its best efforts to support the registration of the Registrable
Securities and the sale of the Registrable Securities pursuant to such
registration as promptly as is practicable. Such cooperation shall include, but
not be limited to, management's attendance and reasonable presentations in
respect of the Company at road shows with respect to the offering of Registrable
Securities. The registration requested under this Section 1 is referred to
herein as a "Demand Registration".
(b) Number of Registrations. The Holders of Registrable Securities will be
entitled to request the following number and types of registrations: (i) Xxxxx
shall be entitled to request two Demand Registrations on Form S-1 (or any
successor to such form), (ii) Xxxxxx shall be entitled to request two Demand
Registrations on Form S-1 (or any successor to such form), (iii) the Holders of
at least twenty percent (20%) of the Registrable Securities then outstanding
shall be entitled to request one Demand Registration on Form S-1 (or any
successor to such form), provided that all Demand Registrations requested
pursuant to subsections (i) and (ii) above shall be deemed to have occurred
prior to the Demand Registration pursuant to this subsection (iii), and (iv) the
Holders of Registrable Securities will be entitled to unlimited Demand
Registrations on Form S-3 (or any successor to such form), for which the Company
will pay all Registration Expenses. A registration will not count as a Demand
Registration (x) until it has become effective, (y) the Holders have sold, in
the aggregate, no less than fifty percent (50%) of the shares of Registrable
Securities requested to be registered in the Demand Registration and (z) if the
offering of the Registrable Securities pursuant to such registration is
interfered with for any reason by any stop order, injunction or other order or
requirement of the Commission (other than any stop order, injunction or other
requirement of the Commission prompted by acts or omissions of Holders of
Registrable Securities); provided, however, that except as otherwise provided
herein whether or not it becomes effective the Company will pay all Registration
Expenses in connection with any registration so initiated.
(c) Priority on Demand Registrations. If a Demand Registration is with
respect to an underwritten offering, and the managing underwriters advise the
Company in writing that in their opinion the number of Registrable Securities
requested to be included exceeds the number which can be sold in such offering,
the Company will include in such registration such number of Registrable
Securities, which in the opinion of such underwriters, may be sold, allocated
among the Holders electing to participate pro rata in accordance with the
amounts of securities requested to be so included by the respective Holders. If
the amount of such Registrable Securities does not exceed the maximum number
which can be sold in such offering, the Company may include such number of
securities which are not Registrable Securities in the Demand Registration which
will not, together with the Holder's Registrable Securities, exceed the maximum
number which can be sold in the Offering; provided, however, the Company will
not include in any Demand Registration any securities which are not Registrable
Securities without the written consent of the Holders of sixty-six and
two-thirds percent (66 2/3%) of the Registrable Securities participating in such
registration. A registration shall not count as a Demand Registration if less
than fifty percent (50%) of the Registrable Securities which any Holder desires
to include therein are not included due to the determination of the managing
underwriters referred to in the first sentence of this Section 1(c).
(d) Restrictions on Demand Registrations. The Company will not be obligated
to effect any Demand Registration within six months after the effective date of
a previous registration in which the Holders of Registrable Securities were
given piggyback rights pursuant to Section 2 other than a registration of
Registrable Securities intended to be offered on a continuous or delayed basis
under Rule 415 or any successor rule under the Securities Act (a "Shelf
Registration").
2. Piggyback Registrations.
(a) Right to Piggyback. Whenever the Company proposes to register any of
its securities under the Securities Act (other than pursuant to a Demand
Registration or pursuant to a registration on Forms S-4 or S-8 or any successors
to such forms) and the registration form to be used may be used for the
registration and contemplated disposition of Registrable Securities (a
"Piggyback Registration"), the Company will give prompt written notice to all
the Holders of Registrable Securities. The Company will include in such
registration all Registrable Securities with respect to which the Company has
received written requests for inclusion therein within 30 days after the receipt
of the Company's notice, subject to any other priority cutback provisions below.
(b) Piggyback Expenses. The Registration Expenses of the Holders of
Registrable Securities in such Piggyback Registration will be paid by the
Company.
(c) Priority on Primary Registrations. If a Piggyback Registration is an
underwritten primary registration on behalf of the Company, and the managing
underwriters advise the Company in writing that in their opinion the number of
securities requested to be included in such registration exceeds the number
which can be sold in such offering, the Company will include in such
registration (i) first, the securities the Company proposes to sell, (ii)
second, the Registrable Securities, pro rata in accordance with the amounts of
Registrable Securities requested to be so included by each Requesting
Stockholder, and (iii) third, any other securities requested to be included in
such registration.
(d) Priority on Secondary Registrations. If a Piggyback Registration is an
underwritten secondary registration on behalf of holders of the Company's
securities, and the managing underwriters advise the Company in writing that in
their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering, the Company
will include in such registration
(i) first, the securities requested to be included therein by the holders
requesting such registration,
(ii) second, the Registrable Securities, pro rata in accordance with the
amounts of Registrable Securities requested to be so included by each Requesting
Stockholder, and
(iii) third, other securities requested to be included in such
registration.
(e) Other Restrictions. The Company hereby agrees that if it has previously
filed a registration statement with respect to Registrable Securities pursuant
to Section 1 or pursuant to this Section 2, and if such previous registration
has not been withdrawn or abandoned, the Company will not file or cause to be
effected any other registration of any of its equity securities or securities
convertible or exchangeable into or exercisable for its equity securities under
the Securities Act except on Form S-8 or any other similar form for employee
benefit plans, whether on its own behalf or at the request of any holder or
holders of such securities, until a period of at least six months has elapsed
from the effective date of such previous registration or, if sooner, until all
Registrable Securities included in such previous registration have been sold.
3. Holdback Agreements.
(a) Holders of Registrable Securities. The Investors and each other Holder
of Registrable Securities who is or becomes a party to this Agreement, agrees
not to effect any public sale or distribution of equity securities of the
Company, or any securities convertible into or exchangeable or exercisable for
such securities, during the seven days prior to and the 90-day period beginning
on the effective date of any underwritten Demand Registration or any
underwritten Piggyback Registration except as part of such underwritten
registration or, if sooner, until all Registrable Securities included within
such registration have been sold.
(b) The Company. The Company agrees (i) not to effect any public sale or
distribution of its equity securities, or any securities convertible into or
exchangeable or exercisable for such securities, during the seven days prior to
and the 90-day period beginning on the effective date of any underwritten Demand
Registration or any underwritten Piggyback Registration except as part of such
underwritten registration or pursuant to registrations on Form S-8 or any other
similar form for employee benefit plans or, if sooner, until all Registrable
Securities included within such registration have been sold, and (ii) to use its
reasonable best efforts to cause each holder of its equity securities, or any
securities convertible into or exchangeable or exercisable for such securities,
purchased from the Company at any time after the date of this Agreement (other
than in a registered public offering) to agree not to effect any public sale or
distribution of any such securities during such period except as part of such
underwritten registration, if otherwise permitted or, if sooner, until all
Registrable Securities included within such registration have been sold;
provided, however, that the provisions of this Section 3(b) shall continue to
apply with respect to a registration until the provisions of Section 3(a) no
longer apply with respect to such registration.
(c) Registration Procedures. Whenever the Holders of Registrable Securities
have requested that any Registrable Securities be registered pursuant to Section
1 or 2 of this Agreement, the Company shall use its best efforts to effect the
registration and the sale of such Registrable Securities in accordance with the
intended method of disposition thereof, and pursuant thereto the Company shall
as expeditiously as possible:
(i) prepare and file with the Commission a registration statement with
respect to such Registrable Securities, which registration statement will state
that the Holders of Registrable Securities covered thereby may sell such
Registrable Securities either under such registration statement or, at any
Holder's proper request, pursuant to Rule 144 (or any successor rule under the
Securities Act), and use its best efforts to cause such registration statement
to become effective (provided that before filing a registration statement or
prospectus or any amendments or supplements thereto, the Company will furnish to
the counsel selected by (A) Xxxxx, in the event of a Demand Registration
requested pursuant to Section 1(b)(i), (B) Xxxxxx, in the event of a Demand
Registration requested pursuant to Section 1(b)(ii), or (C) the Holders of
sixty- six and two-thirds percent (66 2/3%) of the Registrable Securities
included in such registration, in the event of any other registration, copies of
all such documents proposed to be filed, which documents will be subject to the
review of such counsel);
(ii) prepare and file with the Commission such amendments and supplements
to such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective for the period
set forth in Section 4(i) hereof and comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such registration
statement;
(iii) furnish to each seller of Registrable Securities such number of
copies of such registration statement, each amendment and supplement thereto,
the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such seller;
(iv) use its best efforts to register or qualify, if applicable, such
Registrable Securities under such other securities or blue sky laws of such
jurisdictions as any seller reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable such seller
to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such seller (provided that the Company will not be required
to (A) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subsection, (B) subject itself to
taxation in any such jurisdiction, or (C) consent to general service of process
in any such jurisdiction);
(v) within one business day of its occurrence, notify each seller of such
Registrable Securities, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any event
as a result of which the prospectus included in such registration statement
contains an untrue statement of a material fact or omits to state any fact
necessary to make the statements therein not misleading, and, at the request of
any such seller, the Company will promptly prepare a supplement or amendment to
such prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus will not contain an untrue statement of
a material fact or omit to state any fact necessary to make the statements
therein not misleading;
(vi) cause all such Registrable Securities to be listed on each securities
exchange or market on which similar securities issued by the Company are then
listed;
(vii) provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such registration statement;
(viii) make available for inspection by any seller of Registrable
Securities, any underwriter participating in any disposition pursuant to such
registration statement, and any attorney, accountant or other agent retained by
any such seller or underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, and cause the Company's
officers, directors and employees to supply all information reasonably requested
by any such seller, underwriter, attorney, accountant or agent in connection
with such registration statement;
(ix) cause the Registrable Securities to be registered on such appropriate
registration form or forms of the Commission as shall permit a delayed or
continuous offering of the Registrable Securities pursuant to Rule 415 under the
Securities Act and permit the disposition of the Registrable Securities in
accordance with the method or methods of disposition requested by the Holders of
sixty-six and two-thirds percent (66-2/3%) of the Registrable Securities
included in such registration, and keep such registration statement effective
until the Holders of a sixty-six and two-thirds percent (66-2/3%) of Registrable
Securities included in such registration have completed the sale and
distribution of the Registrable Securities;
(x) if such registration is an underwritten registration, cause the
Company's officers, directors and holders of in excess of one percent of the
Company's outstanding Common Stock to execute lock-up agreements, containing
customary terms and provisions, required by an underwriter in any such
registered offering restricting such parties from selling shares of the
Company's Common Stock for a period of up to 180 days; and
(xi) furnish, at the request of any Holder requesting registration of
Registrable Securities pursuant to Section 1 or 2, if the method of distribution
is by means of an underwriting, on the date that the shares of Registrable
Securities are delivered to the underwriters for sale pursuant to such
registration, or if such Registrable Securities are not being sold through
underwriters, on the date that the registration statement with respect to such
shares of Registrable Securities becomes effective, (A) a signed opinion, dated
such date, of the independent legal counsel representing the Company for the
purpose of such registration, addressed to the underwriters, if any, and if such
Registrable Securities are not being sold through underwriters, then to the
Holders making such request, as to such matters as such underwriters or the
Holders holding a majority of the Registrable Securities included in such
registration, as the case may be, may reasonably request; and (B) letters dated
such date and the date the offering is priced from the independent certified
public accountants of the Company, addressed to the underwriters, if any, and if
such Registrable Securities are not being sold through underwriters, then to the
Holders making such request (x) stating that they are independent certified
public accountants within the meaning of the Act and that, in the opinion of
such accountants, the financial statements and other financial data of the
Company included in the Registration Statement or the prospectus, or any
amendment or supplement thereto, comply as to form in all material respects with
the applicable accounting requirements of the Act and (y) covering such other
financial matters (including information as to the period ending not more than
five business days prior to the date of such letters) with respect to the
registration in respect of which such letter is being given as such underwriters
or the Holders holding a majority of the Registrable Securities included in such
registration, as the case may be, may reasonably request and as would be
customary in such a transaction.
4. Registration Expenses. All Registration Expenses incurred in connection
with a registration, qualification or compliance pursuant to this Agreement
shall be borne by the Company, and all Selling Expenses shall be borne by the
Holders, the Requesting Stockholders and any other holders of the securities so
registered pro rata on the basis of the number of their shares so registered;
provided, however, that the Company shall not be required to pay any
Registration Expenses if, as a result of the withdrawal of a request for
registration by a majority of Registrable Securities (other than as a result of
any failure of the Company to comply with the terms of this Agreement, or the
disclosure of any adverse development relating to the Company after the initial
request for registration by any Holder), the registration statement does not
become effective, in which case the Holders and Requesting Stockholders
requesting registration shall bear such Registration Expenses pro rata on the
basis of the number of their shares so included in the registration request,
and, further, that such registration shall not be counted as a Demand
Registration pursuant to Section 1.
5. Indemnification.
(a) The Company will indemnify each Holder, each Holder's officers,
directors, employees, agents, members and partners, and each Person controlling,
controlled by or under common control with such Holder, with respect to which
registration, qualification or compliance of such Holder's securities has been
effected pursuant to this Agreement, and each underwriter, if any, and each
Person who controls any underwriter, against all claims, losses, damages and
liabilities (or actions in respect thereof), joint or several, arising out of or
based on any untrue statement (or alleged untrue statement) of a material fact
contained in any registration statement, prospectus, offering circular or other
document (including any related registration statement notification or the like)
incident to any such registration, qualification or compliance, or based on any
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
any violation by the Company of the Securities Act or any rule or regulation
thereunder applicable to the Company and relating to action or inaction required
of the Company in connection with any such registration, qualification or
compliance, and will reimburse each such Holder, each Holder's officers,
directors, employees, agents, members and partners, and each Person controlling
each such Holder, each such underwriter and each Person who controls any such
underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability or action, provided that the Company will not be liable to a Holder in
any such case to the extent that any such claim, loss, damage, liability or
action arises out of or is based on any untrue statement or omission of material
fact based upon written information furnished to the Company by such Holder or
underwriter and stated to be specifically for use therein.
(b) Each Holder and Requesting Stockholder will severally not jointly, if
Registrable Securities held by it are included in the securities as to which
such registration, qualification or compliance is being effected, indemnify the
Company, each of the Company's directors and officers and each underwriter, if
any, of the Company's securities covered by such registration statement, each
Person who controls the Company or such underwriter within the meaning of the
Securities Act and the rules and regulations thereunder, each other Holder,
Requesting Stockholder or any other holder of securities included in the
offering and each of their respective officers, directors, employees, agents,
members and partners, and each Person controlling such other Holder, Requesting
Stockholder and any other holders of securities included in the offering,
against all claims, losses, damages and liabilities (or actions in respect
thereof), joint or several, arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular or other document incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse the
Company, its officers and directors, each underwriter, each Person controlling
the Company or such underwriter, each other Holder and Requesting Stockholders,
their officers, directors, employees, agents, members, partners and control
persons for any legal or any other expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability or
action, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in such registration statement, prospectus, offering circular or other
document in reliance upon and in conformity with written information furnished
to the Company by such Holder or Requesting Stockholder and stated to be
specifically for use therein; provided, however, that the obligations of each
such Holder and Requesting Stockholder hereunder shall be limited to an amount
equal to the net proceeds (after deduction of underwriting discounts and selling
commissions, if any) received by each such Holder or Requesting Stockholder of
securities sold as contemplated herein.
(c) Each party entitled to indemnification under this Section 5 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
be unreasonably withheld) and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Agreement unless such failure
has had a material adverse effect on such claim. The parties to this Agreement
reserve any rights to claim under this Agreement for damages actually incurred
by reason of any failure of the Indemnified Party to give prompt notice of a
claim. To the extent counsel for the Indemnifying Party shall in such counsel's
reasonable judgment, have a conflict in representing an Indemnified Party in
conjunction with the Indemnifying Party or other Indemnified Parties, such
Indemnified Party shall be entitled to separate counsel at the expense of the
Indemnifying Party subject to the approval of such counsel by the Indemnified
Party (whose approval shall not be unreasonably withheld). No Indemnifying
Party, in the defense of any such claim or litigation, shall, except with the
consent of each Indemnified Party, consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party of a release from
all liability in respect of such claim or litigation. Each Indemnified Party
shall furnish such information regarding itself or the claim in question as an
Indemnifying Party may reasonably request in writing and as shall be reasonably
required in connection with the defense of such claim and any litigation
resulting therefrom.
6. Restrictive Legend. Each certificate representing (a) the Securities or
(b) any Shares or other securities issued in respect thereof, upon any stock
split, stock dividend, recapitalization, merger, consolidation or similar event
shall be stamped or otherwise imprinted with a legend in the following form (in
addition to any legend required under applicable state securities laws and any
other applicable agreement(s)):
"THIS WARRANT/DEBENTURE [AND THE COMMON STOCK ISSUABLE UPON
COVERSION HEREOF] HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), NOR ANY STATE
SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED,
HYPOTHECATED OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND
ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE COMPANY
RECEIVES AN OPINION OF COUNSEL TO THE COMPANY OR OTHER COUNSEL
TO THE HOLDER OF SUCH [WARRANT/DEBENTURE AND/OR COMMON STOCK]
REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
[WARRANT/DEBENTURE AND/OR COMMON STOCK] MAY BE PLEDGED, SOLD,
ASSIGNED, HYPOTHECATED OR TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE
SECURITIES LAWS."
7. Information by the Holders and Requesting Stockholders. Each Holder of
Registrable Securities, and each Requesting Stockholder holding securities
included in any registration, shall furnish to the Company such information
regarding such Holder or Requesting Stockholder and the distribution proposed by
such Holder or Requesting Stockholder as the Company may reasonably request in
writing and as shall be reasonably required in connection with any registration,
qualification or compliance referred to in this Agreement.
8. Limitations on Registration of Issues of Securities. From and after the
date of this Agreement, the Company shall not enter into any agreement with any
holder or prospective holder of any securities of the Company giving such holder
or prospective holder the right to require the Company to register any
securities of the Company that are more favorable to such holder or prospective
holder than the rights granted under this Agreement.
9. Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission which may permit the sale of the
Restricted Securities to the public without registration, the Company agrees to:
(a) make and keep public information available as those terms are
understood and defined and interpreted in and under Rule 144 under the
Securities Act ("Rule 144"), at all times from and after the date hereof;
(b) file with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act
at any time after it has become subject to such reporting requirements; and
(c) so long as the Holders own any Restricted Securities, furnish to the
Holders forthwith upon request a written statement by the Company as to its
compliance with the reporting requirements of Rule 144 and of the Securities Act
and the Exchange Act (at any time after it has become subject to such reporting
requirements), a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents so filed as any Holder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing any Holder to sell any such securities without registration.
10. Participation in Underwritten Registrations. Subject to the right of
any Holder or Holders to withdraw any request for registration, no Person may
participate in any underwritten registration hereunder unless such Person (a)
agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all reasonable and customary
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.
11. Selection of Underwriters. If any Demand Registration is an
underwritten offering, (a) Xxxxx, in the event of a Demand Registration
requested pursuant to Section 1(b)(i), (b) Xxxxxx, in the event of a Demand
Registration requested pursuant to Section 1(b)(ii), and (c) the Holders of
sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities
included in such registration, in the event of any other registration shall have
the right to select the investment banking firm to be lead manager of the
offering, subject to the approval of the Company (which approval will not be
unreasonably withheld). If any registration other than a Demand Registration is
an underwritten offering, the Company will have the right to select the
investment banking firm to be lead manager of the offering, subject to the
approval of the Holders of sixty-six and two-thirds percent (66 2/3%) of the
Registrable Securities included in such registration (which approval will not be
unreasonably withheld).
12. Termination of Registration Rights. The rights of Holders to request a
Demand Registration or participate in a Piggyback Registration shall expire on
March 31, 2008.
13. Termination of Other Registration Rights Agreements.
(a) The 1998 Holders hereby agree and acknowledge that in consideration for
the registration rights granted hereunder that Article XI (or any successor or
equivalent article or provision) of the 1998 Purchase Agreement and any other
agreement, instrument or understanding that grants or purports to grant
registration rights to such parties are hereby terminated and of no further
force or effect.
(b) The holders of the 1998 Warrants hereby agree and acknowledge that in
consideration for the registration rights granted hereunder that Article XI (or
any successor or equivalent article or provision) of the 1998 Purchase Agreement
and any other agreement, instrument or understanding that grants or purports to
grant registration rights to such parties are hereby terminated and of no
further force or effect.
(c) The 1999 Holders hereby agree and acknowledge that in consideration for
the registration rights granted hereunder that Article XI (or any successor or
equivalent article or provision) of the 1999 Purchase Agreement and any other
agreement, instrument or understanding that grants or purports to grant
registration rights to such parties are hereby terminated and of no further
force or effect.
(d) The holders of the 1999 Warrants hereby agree and acknowledge that in
consideration for the registration rights granted hereunder that Article XI (or
any successor or equivalent article or provision) of the 1999 Purchase Agreement
and any other agreement, instrument or understanding that grants or purports to
grant registration rights to such parties are hereby terminated and of no
further force or effect.
(e) Xxxxx hereby agrees and acknowledges that in consideration for the
registration rights granted hereunder that any provision or Section in the
Bridge Loan Agreements, the Bridge Loan Warrants and any other agreement,
instrument or understanding that grants or purports to grant registration rights
to Xxxxx are hereby terminated and of no further force or effect.
14. Definitions. As used herein, the following terms have the following
meanings:
"Act" means the Securities Act of 1933, as amended.
"Agreement" means this Registration Rights Agreement.
"Bridge Loan Agreements" means any and all of the separate Bridge Loan
Agreements between the Company, Xxxxx Partners III, L.P. and the other parties
listed on the signature pages thereto entered into between such parties
commencing as of August 12, 1998 through and including December 20, 2002
pursuant to which the Bridge Loan Warrants were issued, including, without
limitation, that certain Bridge Loan Agreement dated as of August 15, 2001 among
the Company, Xxxxx Partners III, L.P., Xxxxx Partners International III L.P.,
Xxxxx Employee Fund III, L.P., those individuals listed on the signature page
thereto, and Xxxxx Partners III, L.P., as agent for the lenders, as amended by
the First Amendment to Bridge Loan Agreement dated as of January 8, 2002, the
Second Amendment to Bridge Loan Agreement dated as of April 5, 2002, and the
Third Amendment to Bridge Loan Agreement dated as of May 8, 2002, as such may be
supplemented, amended or otherwise modified from time to time.
"Common Stock" has the meaning set forth in the recitals.
"Commission" means the Securities and Exchange Commission.
"Company" has the meaning set forth in the preamble.
"Demand Registration" has the meaning set forth in Section 1(a) of this
Agreement.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Holders" means the Investors or any Person to whom an Investor or
transferee(s) of an Investor has assigned, transferred or otherwise conveyed the
Securities or the Shares.
"Indemnified Party" has the meaning set forth in Section 5 hereof.
"Indemnifying Party" has the meaning set forth in Section 5 hereof.
"Investors" has the meaning set forth in the preamble.
"Loan Agreement" has the meaning set forth in the recitals.
"1998 Debentures" has the meaning set forth in the recitals.
"1998 Holder" has the meaning set forth in the recitals.
"1998 Purchase Agreement" has the meaning set forth in the recitals.
"1998 Warrants" has the meaning set forth in the recitals.
"1999 Debentures" has the meaning set forth in the recitals.
"1999 Holder" has the meaning set forth in the recitals.
"1999 Purchase Agreement" has the meaning set forth in the recitals.
"1999 Warrants" has the meaning set forth in the recitals.
"Person" means any individual, corporation, limited liability company,
partnership, association, trust or any other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.
"Piggyback Registration" has the meaning set forth in Section 2 of this
Agreement.
"Registrable Securities" means the Securities, the Recap Shares and any
Shares issued or issuable upon the exercise or conversion of the Securities
(including any Securities that may be issued as interest with respect to any
Security) or in respect of the Shares issued or issuable upon the exercise or
conversion of any Securities upon any stock split, stock dividend,
recapitalization or similar event.
"Registration Expenses" means all expenses incurred by the Company in
compliance with Sections 1 and 2 hereof, including, without limitation, all
registration and filing fees, printing expenses, fees, and disbursements of
counsel for the Company and blue sky fees and expenses, reasonable fees and
disbursements for one counsel chosen by the Holders of sixty-six and two-thirds
percent (66 2/3%) of the Registrable Securities included in such registration
and the expense of any special audits incident to or required by any such
registration, exclusive of the Selling Expenses.
"Restricted Securities" means the securities of the Company required to
bear or bearing the legend set forth in Section 6 of this Agreement.
"Requesting Stockholders" means holders of securities of the Company
entitled to have securities included in any registration pursuant to Section 2
and who shall request such inclusion.
"Rule 144" has the meaning set forth in Section 9 of this Agreement.
"Securities" has the meaning set forth in the recitals.
"Securities Act" means the Securities Act of 1933, as amended.
"Selling Expenses" means all underwriting discounts and selling commissions
applicable to the sale of Registrable Securities and, except as otherwise
provided in "Registration Expenses", all fees and disbursements of counsel for
any Holder.
"Shares" means the shares of Common Stock.
"Shelf Registration" has the meaning set forth in Section 1 of this
Agreement.
"2002 Debentures" has the meaning set forth in the recitals.
"2002 Holder" has the meaning set forth in the recitals.
"2002 Purchase Agreement" has the meaning set forth in the recitals.
"Xxxxxx Warrant" has the meaning set forth in the recitals.
15. Remedies. Any Person having rights under any provision of this
Agreement shall be entitled to enforce such rights specifically to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that any party may in its sole discretion
apply to any court of law or equity of competent jurisdiction (without posting
any bond or other security) for specific performance and for other injunctive
relief in order to enforce or prevent violation of the provisions of this
Agreement.
16. Amendments and Waivers. The provisions of this Agreement may be amended
or waived only upon the prior written consent of the Company and the Holders of
sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities,
provided that the prior written consent of all of the Holders will be required
to amend Section 1 and 2 hereof.
17 Delays or Omissions. No delay or omission to exercise any right, power
or remedy accruing to any Investor or Holder upon any breach or default of the
Company under this Agreement shall impair any such right, power or remedy of
such Holder or Investor nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence, therein, or of or in any similar breach
or default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of any holder of any breach or default under this
Agreement, or any waiver on the part of any Investor or Holder of any provisions
or conditions of this Agreement must be, made in writing and shall be effective
only to the extent specifically set forth in such writing. All remedies, either
under this Agreement or by law or otherwise afforded to any holder, shall be
cumulative and not alternative.
18. Successors and Assigns. All covenants and agreements in this Agreement
by or on behalf of any of the parties hereto shall bind and inure to the benefit
of the respective successors and assigns of the parties hereto whether so
expressed or not. In addition, whether or not any express assignment has been
made, the provisions of this Agreement which are for the benefit of the Holders
of Registrable Securities are also for the benefit of, and enforceable by, any
subsequent holder of Registrable Securities. The registration rights provided in
this Agreement may be transferred without restriction and shall inure to and be
enforceable by any and all Holders of Registrable Securities, including, without
limitation, any successors, assigns, transferees, heirs, executors and
administrators of the Investors.
19. Severability. Unless otherwise expressly provided herein, each
Investor's or Holders rights and obligations hereunder are several rights and
obligations, not rights and obligations jointly held with any other person. In
case any provision of this Agreement shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
20. Counterparts; Facsimile Transmission. This Agreement may be executed
simultaneously in two or more counterparts, any one of which need not contain
the signatures of more than one party, but all such counterparts taken together
shall constitute one and the same Agreement. Each party to this Agreement agrees
that it will be bound by its own facsimilied signature and that it accepts the
facsimilied signature of each other party to this Agreement.
21. Descriptive Headings. The titles of the articles, sections and
subsections of this Agreement are for convenience of reference only and are not
to be considered in construing this Agreement.
22. Governing Law. This Agreement and the rights of the parties hereunder
shall be governed in all respects by the laws of the State of New York wherein
the terms of this Agreement were negotiated, excluding to the greatest extent
permitted by law any rule of law that would cause the application of the laws of
any jurisdiction other than the State of New York.
23. Notices. All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given when delivered personally to the
recipient, sent to the recipient by reputable overnight courier service (charges
prepaid) or 48 hours after deposited in the United States mail, certified or
registered to the recipient by postage prepaid or by facsimile. Such notices,
demands and other communications shall be sent to the Investors and to any
Holder at the addresses indicated on the Schedule of Investors attached hereto
and to the Company at the address of its corporate headquarters or to such other
address or to the attention of such other Person as the recipient party has
specified by prior written notice to the sending party.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
COMPANY
XXXXXX DRUG CO., INC.
By:
---------------------------------------
Name:
Title:
XXXXXX
XXXXXX PHARMACEUTICALS, INC.
By:
---------------------------------------
Name:
Title:
2002 HOLDERS
XXXXX PARTNERS III, L.P. GALEN PARTNERS INTERNATIONAL, III, L.P.
By: Claudius, L.L.C., By: Claudius, L.L.C., General Partner
General Partner 000 Xxxxx Xxxxxx, 0xx Xxxxx
000 Xxxxx Xxxxxx, 0xx Xx. Xxx Xxxx, Xxx Xxxx 00000
Xxx Xxxx, Xxx Xxxx 00000
By: Xxxxx Xxxxxxxxxxx By: Xxxxx Xxxxxxxxxxx
Its: General Partner Its: General Partner
XXXXX EMPLOYEE FUND III, L.P. ESSEX WOODLANDS VENTURES FUND V, L.P.
By: Wesson Enterprises, Inc. By: Essex Woodlands Health Ventures
000 Xxxxx Xxxxxx, 0xx Xxxxx X, X.X.X.,
Xxx Xxxx, Xxx Xxxx 00000 Its General Partner
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
By: Xxxxx X. Xxxxxx Xxxxxxx, XX 00000
Its: General Partner
By: Xxxxxxxx Xxxxxxxxx
Its: Managing Director
CARE CAPITAL INVESTMENTS II, L.P. XXXXXXX XXXX
By: Care Capital II, LLC, c/o Xxxxxx Xxxx
General Partner 000 Xxxx Xxxxxx
00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxx, Xxx Xxxx 10069
Xxxxxxxxx, XX 00000
By: Xxxxx X. Xxxxxx
Its: Authorized Signatory
XXXXXXX XXXXXXXX XXXXX XXXXXXXX
0000 Xxxx Xxxxx Xxxx 0000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000 Xxxxxxxx, Xxxxxxxxxxxx 00000
XXXXXX X. XXXX XXXXXX X. XXXX
00 Xxxxxxx Xxxxx 00 Xxxxxxx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000 Xxxxxx, Xxx Xxxxxx 00000
XXXX XXXX XXXXX XXXXXX
c/o D.R. International c/o Xxx Xxxxxxxx
0000 Xx. Xxxxxxxx Xxxxxx 0000 Xxxxxxx Xxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000 Xxxxx 000
Xxxxxxxx, XX 00000
XXXXXX X. XXXXXXXX
000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000
1998 HOLDERS
XXXXX PARTNERS III, L.P.
By: Claudius, L.L.C., General Partner
000 Xxxxx Xxxxxx, 0xx Xx.
Xxx Xxxx, Xxx Xxxx 00000
By: Xxxxx Xxxxxxxxxxx
Its: General Partner
XXXXX EMPLOYEE FUND III, L.P. GALEN PARTNERS INTERNATIONAL, III, L.P.
By: Wesson Enterprises, Inc. By: Claudius, L.L.C., General Partner
000 Xxxxx Xxxxxx, 0xx Xxxxx 000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
By: Xxxxx X. Xxxxxx By: Xxxxx Xxxxxxxxxxx
Its: General Partner Its: General Partner
XXXX XXXXX XXXXXXX XXXXX
00 Xxxxxx Xxxxxx 000 Xxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxx Xxxxxx 00000 Xxxxxxxx, XX 00000
XXXXXXX XXXXXXXX XXXXX XXXXXXXX
0000 Xxxx Xxxxx Xxxx 0000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000 Xxxxxxxx, Xxxxxxxxxxxx 00000
XXXX XXXX XXXXXX XXXXX
c/o D.R. International 000 Xxxxxx Xxxx
0000 Xx. Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxx 00000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
XXXXXX X. XXXXX & CO., INC., TTEE XXXXXX X. XXXXX & CO., INC., TTEE
FBO Xxxxxx Xxxxxxx XXX FBO Xxxxxxx X. Xxxxxxx XXX
c/x Xxxxxx Drug Co., Inc. c/x Xxxxxx Drug Co., Inc.
000 Xxxxx Xxxxxxxxxx Xx. 000 Xxxxx Xxxxxxxxxx Xx.
Crimson Building #2 Crimson Building #2
Rockford, Ill. 61107 Rockford, Ill. 61107
By: Xxxxxx X. Xxxxx By: Xxxxxx X. Xxxxx
Its: Trustee Its: Trustee
XXXXXX XXXXXXX TRUST XXXXXXX XXXXXXX TRUST
c/x Xxxxxx Drug Co., Inc. c/x Xxxxxx Drug Co., Inc.
000 Xxxxx Xxxxxxxxxx Xx. 000 Xxxxx Xxxxxxxxxx Xx.
Crimson Building #2 Crimson Building #2
Rockford, Ill. 61107 Rockford, Ill. 61107
By: Xxxxxx Xxxxxxx By: Xxxxxxx Xxxxxxx
Its: Trustee Its: Trustee
XXXXX XXXXXXX XXXXXXXXX XXXXXXXXX
c/x Xxxxxx Drug Co., Inc. 00000 Xxxx, Xxxxx 00
000 Xxxxx Xxxxxxxxxx Xx. Xx. Xxxxxxxx, Xxxx 00000
Xxxxxxx Xxxxxxxx #0
Xxxxxxxx, Xxx. 00000
XXXXXX X. XXXX XXXXXX X. XXXX
00 Xxxxxxx Xxxxx 00 Xxxxxxx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000 Xxxxxx, Xxx Xxxxxx 00000
XXXXXXX XXXX
c/o Xxxxxx Xxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
XXXXXX X. XXXX AS CUSTODIAN XXXXXX X. XXXX AS CUSTODIAN
FOR XXXXXX X. XXXX FOR XXXXXX X. XXXX
00 Xxxxxxx Xxxxx 00 Xxxxxxx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000 Xxxxxx, Xxx Xxxxxx 00000
By: Varshah X. Xxxx By: Varshah X. Xxxx
Its: Custodian Its: Custodian
XXXXXXX XXXXXXXX XXXXX XXXXXXXX
c/o Xxxxx Xxxxxxxx c/o Xxxxx Xxxxxxxx
000 Xxxxx Xxxxx 000 Xxxxx Xxxxx
Xxxxxxxxxxx, Xxx Xxxxxx 00000 Xxxxxxxxxxx, Xxx Xxxxxx 00000
XXXXXXX XXXXXX, XXX ACCOUNT XXXXXXX XXXXXX
FBO XXXXXXX XXXXXX 0000 Xxxxxxxxxx Xxxxxx
0000 Xxxxxxxxxx Xxxxxx Xxxxxxxx Xxxx, Xxx. 00000
Xxxxxxxx Xxxx, Xxx. 00000
By:
Its: Trustee
XXXXXXX X. XXXXXXX XXXX X. XXXXXXX
c/x Xxxxxx Drug Co., Inc. c/x Xxxxxx Drug Co., Inc.
000 Xxxxx Xxxxxxxxxx Xx. 000 Xxxxx Xxxxxxxxxx Xx.
Crimson Building #2 Crimson Building #2
Rockford, Ill. 61107 Rockford, Ill. 61107
BROOKE XXXXX XXXXXXX ALEC XXXX XXXXXXX
c/x Xxxxxx Drug Co., Inc. c/x Xxxxxx Drug Co., Inc.
000 Xxxxx Xxxxxxxxxx Xx. 000 Xxxxx Xxxxxxxxxx Xx.
Crimson Building #2 Crimson Building #2
Rockford, Ill. 61107 Rockford, Ill. 61107
XXXXXXXX XXXXX XXXXXXX XXXXX XXXXXXX
c/x Xxxxxx Drug Co., Inc. c/x Xxxxxx Drug Co., Inc.
000 Xxxxx Xxxxxxxxxx Xx. 000 Xxxxx Xxxxxxxxxx Xx.
Crimson Building #2 Crimson Building #2
Rockford, Ill. 61107 Rockford, Ill. 61107
XXXXXXX X. XXXXXXX XX XXXX XXXXX XXXXXXX
c/x Xxxxxx Drug Co., Inc. c/x Xxxxxx Drug Co., Inc.
000 Xxxxx Xxxxxxxxxx Xx. 000 Xxxxx Xxxxxxxxxx Xx.
Crimson Building #2 Crimson Building #2
Rockford, Ill. 61107 Rockford, Ill. 61107
1999 HOLDERS
ORACLE STRATEGIC PARTNERS, L.P. GALEN PARTNERS III, L.P.
By: Oracle Strategic Capital L.L.C., By: Claudius, L.L.C., General Partner
General Partner 000 Xxxxx Xxxxxx, 0xx Xx.
000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000
0xx Xxxxx
Xxxxxxxxx, XX 00000
By: Xxxx Xxxxxxxx By: Xxxxx Xxxxxxxxxxx
Its: Authorized Agent Its: General Partner
XXXXX EMPLOYEE FUND III, L.P. GALEN PARTNERS INTERNATIONAL, III, L.P.
By: Wesson Enterprises, Inc. By: Claudius, L.L.C., General Partner
000 Xxxxx Xxxxxx, 0xx Xxxxx 000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
By: Xxxxx X. Xxxxxx By: Xxxxx Xxxxxxxxxxx
Its: General Partner Its: General Partner
XXXX XXXXX XXXXXXX XXXXX
00 Xxxxxx Xxxxxx 000 Xxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxx Xxxxxx 00000 Xxxxxxxx, XX 00000
XXXXXXX XXXXXXXX XXXXX XXXXXXXX
0000 Xxxx Xxxxx Xxxx 0000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000 Xxxxxxxx, Xxxxxxxxxxxx 00000
XXXX XXXX XXXXXX XXXXX
c/o D.R. International 000 Xxxxxx Xxxx
0000 Xx. Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxx 00000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
XXXXXXX XXXX
c/o Xxxxxx Xxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
HOLDERS OF RECAP SHARES
ORACLE STRATEGIC PARTNERS, L.P. XXXXXX XXXX
By: Oracle Strategic Capital L.L.C., 0000 Xxxxx Xxxxxx
Xxxxxxx Xxxxxxx Xxxxxxxxx, XX 00000
000 Xxxxxxxxx Xxxxxx
0xx Xxxxx
Xxxxxxxxx, XX 00000
By: Xxxx Xxxxxxxx
Its: Authorized Agent
XXXXXXX XXXX XXXXX XXXXXXX
c/o Xxxxxx Xxxx c/x Xxxxxx Drug Co., Inc.
000 Xxxx Xxxxxx 000 Xxxxx Xxxxxxxxxx Xx.
Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxx Xxxxxxxx #0
Xxxxxxxx, Xxx. 00000
XXXX XXXXX XXXXXXX XXXXX
00 Xxxxxx Xxxxxx 000 Xxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxx Xxxxxx 00000 Xxxxxxxx, XX 00000
XXXXXXX XXXXXXXX XXXXX XXXXXXXX
0000 Xxxx Xxxxx Xxxx 0000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000 Xxxxxxxx, Xxxxxxxxxxxx 00000
XXXX XXXX XXXXXX XXXXX
c/o D.R. International 000 Xxxxxx Xxxx
0000 Xx. Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxx 00000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
XXXXXX X. XXXXX & CO., INC., TTEE XXXXXX X. XXXXX & CO., INC., TTEE
FBO Xxxxxx Xxxxxxx XXX FBO Xxxxxxx X. Xxxxxxx XXX
c/x Xxxxxx Drug Co., Inc. c/x Xxxxxx Drug Co., Inc.
000 Xxxxx Xxxxxxxxxx Xx. 000 Xxxxx Xxxxxxxxxx Xx.
Crimson Building #2 Crimson Building #2
Rockford, Ill. 61107 Rockford, Ill. 61107
By: Xxxxxx X. Xxxxx By: Xxxxxx X. Xxxxx
Its: Trustee Its: Trustee
XXXXXX XXXXXXX TRUST XXXXXXX XXXXXXX TRUST
c/x Xxxxxx Drug Co., Inc. c/x Xxxxxx Drug Co., Inc.
000 Xxxxx Xxxxxxxxxx Xx. 000 Xxxxx Xxxxxxxxxx Xx.
Crimson Building #2 Crimson Building #2
Rockford, Ill. 61107 Rockford, Ill. 61107
By: Xxxxxx Xxxxxxx By: Xxxxxxx Xxxxxxx
Its: Trustee Its: Trustee
XXXXXXX XXXXXX XXXXXXXXX XXXXXXXXX
0000 Xxxxxxxxxx Xxxxxx 17759 Road, Xxxxx 00
Xxxxxxxx Xxxx, Xxx. 00000 Ft. Xxxxxxxx, Ohio 45844
XXXXXX X. XXXX XXXXXX X. XXXX
00 Xxxxxxx Xxxxx 00 Xxxxxxx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000 Xxxxxx, Xxx Xxxxxx 00000
XXXXXX X. XXXX AS CUSTODIAN XXXXXX X. XXXX AS CUSTODIAN
FOR XXXXXX X. XXXX FOR XXXXXX X. XXXX
00 Xxxxxxx Xxxxx 00 Xxxxxxx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000 Xxxxxx, Xxx Xxxxxx 00000
By: Varshah X. Xxxx By: Varshah X. Xxxx
Its: Custodian Its: Custodian
XXXXXXX XXXXXXXX XXXXX XXXXXXXX
c/o Xxxxx Xxxxxxxx c/o Xxxxx Xxxxxxxx
00 Xxxxxxxxxxxxx Xxxx 00 Xxxxxxxxxxxxx Xxxx
Xxxxxxx, Xxx Xxxxxx 00000 Xxxxxxx, Xxx Xxxxxx 00000
XXXXX
XXXXX PARTNERS III, L.P.
By: Claudius, L.L.C., General Partner
000 Xxxxx Xxxxxx, 0xx Xx.
Xxx Xxxx, Xxx Xxxx 00000
By: Xxxxx Xxxxxxxxxxx
Its: General Partner
XXXXX EMPLOYEE FUND III, L.P. GALEN PARTNERS INTERNATIONAL, III, L.P.
By: Wesson Enterprises, Inc. By: Claudius, L.L.C., General Partner
000 Xxxxx Xxxxxx, 0xx Xxxxx 000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
By: Xxxxx X. Xxxxxx By: Xxxxx Xxxxxxxxxxx
Its: General Partner Its: General Partner
Schedule 1
Schedule of Investors
Xxxxxx:
Xxxxxx Pharmaceuticals, Inc.
000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxx
Tel:
Fax:
2002 HOLDERS
XXXXX PARTNERS III, L.P. GALEN PARTNERS INTERNATIONAL, III, L.P.
By: Claudius, L.L.C., General Partner By: Claudius, L.L.C., General Partner
000 Xxxxx Xxxxxx, 0xx Xx. 000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
Tel: Tel:
Fax: Fax:
XXXXX EMPLOYEE FUND III, L.P. ESSEX WOODLANDS VENTURES FUND V, L.P.
By: Wesson Enterprises, Inc. By: Essex Woodlands Health Ventures
000 Xxxxx Xxxxxx, 0xx Xxxxx X, X.X.X.,
Xxx Xxxx, Xxx Xxxx 00000 Its General Partner
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Tel: Tel:
Fax: Fax:
CARE CAPITAL INVESTMENTS II, LP XXXXXXX XXXX
c/o Xxxxxx Xxxx
By: Care Capital, LLC, 000 Xxxx Xxxxxx
as general partner Xxx Xxxx, Xxx Xxxx 00000
Tel: Tel:
Fax: Fax:
XXXXXXX XXXXXXXX XXXXX XXXXXXXX
0000 Xxxx Xxxxx Xxxx 0000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000 Xxxxxxxx, Xxxxxxxxxxxx 00000
Tel: Tel:
Fax: Fax:
XXXXXX X. XXXX XXXXXX X. XXXX
00 Xxxxxxx Xxxxx 00 Xxxxxxx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000 Xxxxxx, Xxx Xxxxxx 00000
Tel: Tel:
Fax: Fax:
XXXX XXXX XXXXXX X. XXXXXXXX
c/o D.R. International 000 Xxxxx Xxxx
0000 Xx. Xxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Tel: Tel:
Fax: Fax:
XXXXX XXXXXX
c/o Xxx Xxxxxx
0000 Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Tel:
Fax:
1998 HOLDERS
XXXXX PARTNERS III, L.P.
By: Claudius, L.L.C., General Partner
000 Xxxxx Xxxxxx, 0xx Xx.
Xxx Xxxx, Xxx Xxxx 00000
By: Xxxxx Xxxxxxxxxxx
Its: General Partner
Tel:
Fax:
XXXXX EMPLOYEE FUND III, L.P. GALEN PARTNERS INTERNATIONAL, III, L.P.
By: Wesson Enterprises, Inc. By: Claudius, L.L.C., General Partner
000 Xxxxx Xxxxxx, 0xx Xxxxx 000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
---------------------------------
By: Xxxxx X. Xxxxxx By: Xxxxx Xxxxxxxxxxx
Its: General Partner Its: General Partner
Tel: Tel:
Fax: Fax:
XXXX XXXXX XXXXXXX XXXXX
00 Xxxxxx Xxxxxx 000 Xxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxx Xxxxxx 00000 Xxxxxxxx, XX 00000
Tel: Tel:
Fax: Fax:
XXXXXXX XXXXXXXX XXXXX XXXXXXXX
0000 Xxxx Xxxxx Xxxx 0000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000 Xxxxxxxx, Xxxxxxxxxxxx 00000
Tel: Tel:
Fax: Fax:
XXXX XXXX XXXXXX XXXXX
c/o D.R. International 000 Xxxxxx Xxxx
0000 Xx. Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxx 00000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Tel: Tel:
Fax: Fax:
XXXXXX X. XXXXX & CO., INC., TTEE XXXXXX X. XXXXX & CO., INC., TTEE
FBO Xxxxxx Xxxxxxx XXX FBO Xxxxxxx X. Xxxxxxx XXX
c/x Xxxxxx Drug Co., Inc. c/x Xxxxxx Drug Co., Inc.
000 Xxxxx Xxxxxxxxxx Xx. 000 Xxxxx Xxxxxxxxxx Xx.
Crimson Building #2 Crimson Building #2
Rockford, Ill. 61107 Rockford, Ill. 61107
By: Xxxxxx X. Xxxxx By: Xxxxxx X. Xxxxx
Its: Trustee Its: Trustee
Tel: Tel:
Fax: Fax:
XXXXXX XXXXXXX TRUST XXXXXXX XXXXXXX TRUST
c/x Xxxxxx Drug Co., Inc. c/x Xxxxxx Drug Co., Inc.
000 Xxxxx Xxxxxxxxxx Xx. 000 Xxxxx Xxxxxxxxxx Xx.
Crimson Building #2 Crimson Building #2
Rockford, Ill. 61107 Rockford, Ill. 61107
By: Xxxxxx Xxxxxxx By: Xxxxxxx Xxxxxxx
Its: Trustee Its: Trustee
Tel: Tel:
Fax: Fax:
XXXXX XXXXXXX XXXXXXXXX XXXXXXXXX
c/x Xxxxxx Drug Co., Inc. 00000 Xxxx, Xxxxx 00
000 Xxxxx Xxxxxxxxxx Xx. Xx. Xxxxxxxx, Xxxx 00000
Xxxxxxx Xxxxxxxx #0
Xxxxxxxx, Xxx. 00000
Tel: Tel:
Fax: Fax:
XXXXXX X. XXXX XXXXXX X. XXXX
00 Xxxxxxx Xxxxx 00 Xxxxxxx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000 Xxxxxx, Xxx Xxxxxx 00000
Tel: Tel:
Fax: Fax:
XXXXXXX XXXX
c/o Xxxxxx Xxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel:
Fax:
XXXXXX X. XXXX AS CUSTODIAN XXXXXX X. XXXX AS CUSTODIAN
FOR XXXXXX X. XXXX FOR XXXXXX X. XXXX
00 Xxxxxxx Xxxxx 00 Xxxxxxx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000 Xxxxxx, Xxx Xxxxxx 00000
By: Varshah X. Xxxx By: Varshah X. Xxxx
Its: Custodian Its: Custodian
Tel: Tel:
Fax: Fax:
XXXXXXX XXXXXXXX XXXXX XXXXXXXX
c/o Xxxxx Xxxxxxxx c/o Xxxxx Xxxxxxxx
000 Xxxxx Xxxxx 000 Xxxxx Xxxxx
Xxxxxxxxxxx, Xxx Xxxxxx 00000 Xxxxxxxxxxx, Xxx Xxxxxx 00000
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XXXXXXX XXXXXX, XXX ACCOUNT XXXXXXX XXXXXX
FBO XXXXXXX XXXXXX 0000 Xxxxxxxxxx Xxxxxx
0000 Xxxxxxxxxx Xxxxxx Xxxxxxxx Xxxx, Xxx. 00000
Xxxxxxxx Xxxx, Xxx. 00000
Tel:
Fax:
By:
--------------------------------
Its: Trustee
Tel:
Fax:
XXXXXXX X. XXXXXXX XXXX X. XXXXXXX
c/x Xxxxxx Drug Co., Inc. c/x Xxxxxx Drug Co., Inc.
000 Xxxxx Xxxxxxxxxx Xx. 000 Xxxxx Xxxxxxxxxx Xx.
Crimson Building #2 Crimson Building #2
Rockford, Ill. 61107 Xxxxxxxx, Xxx. 00000
Tel: Tel:
Fax: Fax:
BROOKE XXXXX XXXXXXX ALEC XXXX XXXXXXX
c/x Xxxxxx Drug Co., Inc. c/x Xxxxxx Drug Co., Inc.
000 Xxxxx Xxxxxxxxxx Xx. 000 Xxxxx Xxxxxxxxxx Xx.
Crimson Building #2 Crimson Building #2
Rockford, Ill. 61107 Xxxxxxxx, Xxx. 00000
Tel: Tel:
Fax: Fax:
XXXXXXXX XXXXX XXXXXXX XXXXX XXXXXXX
c/x Xxxxxx Drug Co., Inc. c/x Xxxxxx Drug Co., Inc.
000 Xxxxx Xxxxxxxxxx Xx. 000 Xxxxx Xxxxxxxxxx Xx.
Crimson Building #2 Crimson Building #2
Rockford, Ill. 61107 Xxxxxxxx, Xxx. 00000
Tel: Tel:
Fax: Fax:
XXXXXXX X. XXXXXXX XX XXXX XXXXX XXXXXXX
c/x Xxxxxx Drug Co., Inc. c/x Xxxxxx Drug Co., Inc.
000 Xxxxx Xxxxxxxxxx Xx. 000 Xxxxx Xxxxxxxxxx Xx.
Crimson Building #2 Crimson Building #2
Rockford, Ill. 61107 Xxxxxxxx, Xxx. 00000
Tel: Tel:
Fax: Fax:
1999 HOLDERS
ORACLE STRATEGIC PARTNERS, L.P. GALEN PARTNERS III, L.P.
By: Oracle Strategic Capital L.L.C., By: Claudius, L.L.C., General Partner
General Partner 000 Xxxxx Xxxxxx, 0xx Xx.
000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000
0xx Xxxxx
Xxxxxxxxx, XX 00000
By: Xxxx Xxxxxxxx By: Xxxxx Xxxxxxxxxxx
Its: Authorized Agent Its: General Partner
Tel: Tel:
Fax: Fax:
XXXXX EMPLOYEE FUND III, L.P. GALEN PARTNERS INTERNATIONAL, III, L.P.
By: Wesson Enterprises, Inc. By: Claudius, L.L.C., General Partner
000 Xxxxx Xxxxxx, 0xx Xxxxx 000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
-----------------------
By: Xxxxx X. Xxxxxx By: Xxxxx Xxxxxxxxxxx
Its: General Partner Its: General Partner
Tel: Tel:
Fax: Fax:
XXXX XXXXX XXXXXXX XXXXX
00 Xxxxxx Xxxxxx 000 Xxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxx Xxxxxx 00000 Xxxxxxxx, XX 00000
Tel: Tel:
Fax: Fax:
XXXXXXX XXXXXXXX XXXXX XXXXXXXX
0000 Xxxx Xxxxx Xxxx 0000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000 Xxxxxxxx, Xxxxxxxxxxxx 00000
Tel: Tel:
Fax: Fax:
XXXX XXXX XXXXXX XXXXX
c/o D.R. International 000 Xxxxxx Xxxx
0000 Xx. Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxx 00000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Tel: Tel:
Fax: Fax:
XXXXXXX XXXX
c/o Xxxxxx Xxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel:
Fax:
HOLDERS OF RECAP SHARES
ORACLE STRATEGIC PARTNERS, L.P. XXXXXX XXXX
By: Oracle Strategic Capital L.L.C., 0000 Xxxxx Xxxxxx
Xxxxxxx Xxxxxxx Xxxxxxxxx, XX 00000
000 Xxxxxxxxx Xxxxxx
0xx Xxxxx Tel:
Xxxxxxxxx, XX 00000 Fax:
By: Xxxx Xxxxxxxx
Its: Authorized Agent
Tel:
Fax:
XXXXXXX XXXX XXXXX XXXXXXX
c/o Xxxxxx Xxxx c/x Xxxxxx Drug Co., Inc.
000 Xxxx Xxxxxx 000 Xxxxx Xxxxxxxxxx Xx.
Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxx Xxxxxxxx #0
Xxxxxxxx, Xxx. 00000
Tel: Tel:
Fax: Fax:
XXXX XXXXX XXXXXXX XXXXX
00 Xxxxxx Xxxxxx 000 Xxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxx Xxxxxx 00000 Xxxxxxxx, XX 00000
Tel: Tel:
Fax: Fax:
XXXXXXX XXXXXXXX XXXXX XXXXXXXX
0000 Xxxx Xxxxx Xxxx 0000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000 Xxxxxxxx, Xxxxxxxxxxxx 00000
Tel: Tel:
Fax: Fax:
XXXX XXXX XXXXXX XXXXX
c/o D.R. International 000 Xxxxxx Xxxx
0000 Xx. Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxx 00000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Tel: Tel:
Fax: Fax:
XXXXXX X. XXXXX & CO., INC., TTEE XXXXXX X. XXXXX & CO., INC., TTEE
FBO Xxxxxx Xxxxxxx XXX FBO Xxxxxxx X. Xxxxxxx XXX
c/x Xxxxxx Drug Co., Inc. c/x Xxxxxx Drug Co., Inc.
000 Xxxxx Xxxxxxxxxx Xx. 000 Xxxxx Xxxxxxxxxx Xx.
Crimson Building #2 Crimson Building #2
Rockford, Ill. 61107 Rockford, Ill. 61107
By: Xxxxxx X. Xxxxx By: Xxxxxx X. Xxxxx
Its: Trustee Its: Trustee
Tel: Tel:
Fax: Fax:
XXXXXX XXXXXXX TRUST XXXXXXX XXXXXXX TRUST
c/x Xxxxxx Drug Co., Inc. c/x Xxxxxx Drug Co., Inc.
000 Xxxxx Xxxxxxxxxx Xx. 000 Xxxxx Xxxxxxxxxx Xx.
Crimson Building #2 Crimson Building #2
Rockford, Ill. 61107 Rockford, Ill. 61107
By: Xxxxxx Xxxxxxx By: Xxxxxxx Xxxxxxx
Its: Trustee Its: Trustee
Tel: Tel:
Fax: Fax:
XXXXXXX XXXXXX XXXXXXXXX XXXXXXXXX
0000 Xxxxxxxxxx Xxxxxx 17759 Road, Xxxxx 00
Xxxxxxxx Xxxx, Xxx. 00000 Ft. Xxxxxxxx, Xxxx 00000
Tel: Tel:
Fax: Fax:
XXXXXX X. XXXX XXXXXX X. XXXX
00 Xxxxxxx Xxxxx 00 Xxxxxxx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000 Xxxxxx, Xxx Xxxxxx 00000
Tel: Tel:
Fax: Fax:
XXXXXX X. XXXX AS CUSTODIAN XXXXXX X. XXXX AS CUSTODIAN
FOR XXXXXX X. XXXX FOR XXXXXX X. XXXX
00 Xxxxxxx Xxxxx 00 Xxxxxxx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000 Xxxxxx, Xxx Xxxxxx 00000
By: Varshah X. Xxxx By: Varshah X. Xxxx
Its: Custodian Its: Custodian
Tel: Tel:
Fax: Fax:
XXXXXXX XXXXXXXX XXXXX XXXXXXXX
c/o Xxxxx Xxxxxxxx c/o Xxxxx Xxxxxxxx
00 Xxxxxxxxxxxxx Xxxx 00 Xxxxxxxxxxxxx Xxxx
Xxxxxxx, Xxx Xxxxxx 00000 Xxxxxxx, Xxx Xxxxxx 00000
Tel: Tel:
Fax: Fax:
XXXXX
XXXXX PARTNERS III, L.P.
By: Claudius, L.L.C., General Partner
000 Xxxxx Xxxxxx, 0xx Xx.
Xxx Xxxx, Xxx Xxxx 00000
By: Xxxxx Xxxxxxxxxxx
Its: General Partner
Tel:
Fax:
XXXXX EMPLOYEE FUND III, L.P. GALEN PARTNERS INTERNATIONAL, III, L.P.
By: Wesson Enterprises, Inc. By: Claudius, L.L.C., General Partner
000 Xxxxx Xxxxxx, 0xx Xxxxx 000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
By: Xxxxx X. Xxxxxx By: Xxxxx Xxxxxxxxxxx
Its: General Partner Its: General Partner
Tel: Tel:
Fax: Fax:
Schedule 2
Bridge Loan Warrants
See attached.
Xxxxx Partners Xxxxx Employees
Warrant Exercise Xxxxx Partners III, L.P. International III, Fund III, L.P.
Date of Warrant Price L.P.
August 12, 1998 $ 2.2100 209
47,646 4,611
September 17, 1998 $ 1.8900 104
23,824 2,305
October 2, 1998 $ 1.7300 104
23,824 2,305
October 19, 1998 $ 1.5000 31
7,147 692
October 19, 1998 $ 1.4700 156
35,735 3,459
November 6, 1998 $ 1.4700 311
71,471 6,917
December 2, 1998 $ 1.3000 2,679
654,098 59,208
March 8, 1999 $ 1.1400 262
64,120 5,804
May 3, 1999 $ 1.1200 49
11,863 1,073
January 7, 2000 $ 1.4000 99
23,965 2,169
January 21, 2000 $ 1.4300 196
47,931 4,339
February 19, 2000 $ 1.1300 99
23,965 2,169
March 4, 2000 $ 1.5500 99
23,965 2,169
August 15, 2001 $ 3.0120 576
140,459 12,715
January 9, 2002 $ 1.8370 598
146,157 13,230
January 9, 2002 $ 1.8370 273
66,805 6,047
February 1, 2002 $ 1.8700 280
68,518 6,202
March 1, 2002 $ 2.0870 280
68,518 6,202
April 1, 2002 $ 2.0100 187
45,678 4,135
May 8, 2002 $ 2.1600 6,696
1,635,580 148,044
May 8, 2002 $ 2.1600 2,244
548,142 49,614
May 8, 2002 $ 2.1600 989
241,586 21,867
June 3, 2002 $ 1.9000 881
215,194 19,478
July 23, 2002 $ 1.7200 765
186,772 16,905
July 23, 2002 $ 1.4500 337
82,220 7,442
August 5, 2002 $ 1.4200 619
151,245 13,690
September 3, 2002 $ 1.5100 499
121,808 11,025
October 1, 2002 $ 1.7545 382
93,386 8,453
November 4, 2002 $ 1.7565 48
11,775 1,066
November 12, 2002 $ 1.7730 42
10,151 919
November 21, 2002 $ 1.5770 102
24,971 2,260
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4,918,519 446,514 20,196
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