Consulting Agreement
Date: December 26, 1996
Between: Creative Technologies, Inc., a corporation having offices at 000
Xxxxxxx Xxx., Xxxxxx Xxxx, Xxx Xxxxxx 00000 (Creative);
And: Flemington Pharmaceutical Corp., a corporation having offices at 00
Xxxxx Xxx., Xxxxxxxxxx, Xxx Xxxxxx 00000 (Flemington).
Factual Background
Creative is in the business, among other things, of assisting companies in
arranging research and development contracts and arranging strategic
partnerships and other corporate alliances and combinations.
Flemington desires to retain Creative to provide such services to Flemington, on
the terms and conditions set forth in this Agreement.
Therefore, in consideration of the foregoing, and the mutual undertakings
provided herein, the parties agree as follows:
1. Flemington hereby retains Creative to provide consulting services to
Flemington, and Creative agrees to render such services to Flemington,
with the objective of Creative's assisting Flemington in licensing
Flemington's technology, obtaining research and development contracts
and pursuing strategic alliances and manufacturing or distribution, or
both, contracts. Projects on which Creative proposes to work for
Flemington, shall be
identified to Flemington in a writing before Creative renders any
services in furtherance of the project. Flemington shall then have the
right to approve or disapprove of the project, or to indicate to
Creative that Flemington is already pursuing such project independently
of Creative. Projects on which Creative presently is working, with
Flemington's approval, are identified on Schedule A, attached to this
Agreement.
2. For approved projects, as described above, which result in a closed
transaction (i.e., the execution of a firm, final agreement) between
Flemington and the target, Flemington agrees to compensate Creative, as
follows:
(a) Consulting Fees. For Creative's having produced or arranged a
license, a research or development contract, a technology exchange or a
similar transaction between Flemington and a target, Flemington agrees
to pay Creative a fee, equal to ten percent (10%) of the consideration
received by Flemington from the target or from the transaction, as
appropriate. If a portion of the consideration is to be received by
Flemington over time (e.g. through a royalty on sales), Creative's fee
shall be paid to it as received by Flemington. If the consideration
received by Flemington is partially or wholly in a form other than
cash, the fee to be paid to Creative shall be in "like kind." If a
portion of the consideration received or to be received by Flemington
is intended to be paid out to a third party (e.g., to a Clinical
Research Organization or an analytical laboratory) that portion of the
consideration shall be excluded from the base on which Creative's fee
is calculated.
(b) Percentage of Sales. For Creative's having produced or arranged a
manufacturing or distribution contract, Flemington agrees to pay
Creative ten percent (10%) of the net margin of sales of products
covered by the contract, beginning with the first commercial sale of a
product covered by the agreement and continuing for the life of the
agreement. The term "net margin," above, means the difference between
the amount invoiced to a client or customer and Flemington's cost of
goods, grossed up to account for returns,
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allowances, samples and other customary charge backs and allowances.
Fees are to be paid to Creative quarterly unless otherwise agreed by
the parties.
(c) Transaction Fee. If Creative arranges a strategic alliance, a joint
venture, a merger, an acquisition, an investment, an exchange, or a
purchase of sale of all or a part of the stock (common or preferred) or
other securities between Flemington and a third party (other than a
transaction covered by one of the preceding sub-paragraphs), Flemington
shall pay Creative a transaction fee in the amount of five percent (5%)
of the consideration either passing to or being paid by Flemington in
the transaction. Payment to Creative shall be of "like kind" to that
being paid to or by Flemington. Payment(s) to Creative shall become due
as received or paid by Flemington.
(d) Additional "Success Fee". In addition to the fees otherwise payable
by Flemington to Creative under sub-paragraphs (a), (b) or (c), above,
Flemington agrees to issue to Creative a Warrant to purchase One
Hundred Thousand Hundred (100,000) shares of the Common Stock of
Flemington at an exercise price of $2.50 per share. The Warrant shall
provide that upon the execution of any agreement under which Flemington
grants a license for its technology or products(s), for which a fee
becomes due to Creative, the right to purchase Twenty Thousand Hundred
(20,000) shares of the Common Stock of Flemington shall vest. The
Warrant shall be in the form attached hereto as Schedule B.
(e) Sandoz Bonus. Pursuant to an earlier agreement (the Prior
Agreement) between the parties, Creative assisted Flemington in
negotiations with Sandoz Pharmaceutical Corp. (Sandoz) for the
development and ultimate licensing of a lingual spray version of
Clemastine. One or more preliminary agreements have been reached
between Flemington and Sandoz, but not yet the ultimate goal of the
license agreement. As a bonus to Creative for its future continuing
efforts to bring the ultimate license agreement into place, and in
addition to the consideration otherwise to become payable by Flemington
to
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Creative under the Prior Agreement, Flemington agrees that the right to
exercise under the Warrant described in the preceding sub-paragraph,
upon execution of a formal License Agreement between Flemington and
Sandoz for the lingual spray version of Clemastine, shall vest as to
Twenty Thousand (20,000) shares.
(f) Out-of-Pocket Expenses. In addition to the foregoing, Flemington
agrees, from time-to-time, to reimburse Creative for its reasonable,
pre-approved, itemized and documented out-of-pocket travel and similar
expenses incurred by it in performing services for Flemington
hereunder.
(g) Flemington's sole obligation to compensate Creative (except for
reimbursement of out-of-pocket expenses pursuant to the preceding
sub-paragraph hereof) shall arise out the actual closing of a given
transaction covered by this Agreement.
3. Creative represents and warrants to Flemington that neither Creative's
entry into this Agreement nor its performance of services hereunder
will or shall create or cause any conflict of interest because of work
Creative has undertaken or will undertake with others.
4. The execution of this Agreement shall not be deemed to create any
authority on the part Creative to bind Flemington in any way, and
Creative shall not hold itself out to others as having any such
authority.
5. Flemington shall at all times retain the sole and exclusive right to
determine whether or not, or on what terms, to proceed with any given
transaction.
6. Creative shall not disclose any Confidential information, as that term
is customarily understood, of or about Flemington to any third party
without first obtaining Flemington's advance approval and the
execution, by the party to which disclosure is to be made, of a
Confidentiality Agreement in form and substance satisfactory to
Flemington. Creative
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shall not disclose to Flemington any Confidential Information of a
third party, which disclosure might create any obligation to such third
party on Flemington's part.
7. Each party to this Agreement shall use its best efforts to insure that
information provided to the other is accurate and complete and does not
fail to include information necessary to make information which has
been supplied not misleading.
8. Each party agrees to indemnify the other and hold the other harmless
against any and all losses, claims, damages or liabilities, including
reasonable attorneys fees and costs, to the fullest extent permitted by
law, proximately caused by the sole act or omission of the indemnifying
party.
9. Flemington acknowledges Creative as its non-exclusive agent for the
consulting activities which are the subject of this Agreement. However,
for a given transaction to be considered as being covered hereunder,
the proposed transaction must be cleared in advance by Creative with
Flemington and documented in writing.
10. The term of this Agreement is for a minimum of one year from the date
set forth above. Subject to such minimum term, either party may
terminate the Agreement on ninety (90) days written notice to the
other.
11. If there shall have been no substantial activity between Flemington and
a company identified on Schedule A (either presently or subsequently
added to it as provided above) for a period of one year, such company
shall be deemed conclusively to be removed from such Schedule A, and no
obligation to compensate Creative shall arise if a transaction should
later occur between Flemington and the company so removed.
Notwithstanding any termination of this Agreement, under paragraph 10,
above, or otherwise, Flemington agrees to compensate Creative, in
accordance with this Agreement, for any transaction
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closed by Flemington with a company actively on Schedule A as if such
closing had occurred while this Agreement were still in effect.
12. This Agreement is intended by the parties to be a complete expression
of their agreement as to its subject matter. Except for the continued
effect of the Prior Agreement as to the Clemastine lingual spray
transaction with Sandoz, this Agreement supersedes any and all prior
agreements, undertakings or commitments between the parties.
13. This Agreement has been entered into by the parties in the State of New
Jersey and shall be interpreted in accordance with and controlled by
its law.
14. This Agreement may not be assigned by Creative without the express
consent of Flemington.
15. Any formal communication by one party to the other (excluding ordinary
day-to-day business communication) shall be done in writing and shall
be sent by fax to the receiving party's main fax number, with a
confirming copy being sent by mail to the receiving party's address set
forth above.
16. This Agreement shall only be modified or amended in a writing executed
with the same formality as this Agreement. This requirement of a
writing may not be amended orally.
In Witness Whereof, the duty authorized representatives of the parties have
signed this Agreement effective the date set forth above.
Flemington Pharmaceutical Corp. Creative Technologies, Inc.
By: By:
-------------------------- ------------------------
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Schedule A
Boots Pharmaceutical
Warner-Wellcome
Shering-Plough
Xxxxx-Xxxxxxx Xxxxxx
Ciba-Geigy
Boehringer-Mannheim
Sandoz
Duramed
IMS (a subsidiary of Medeva plc)
Pfizer
KOS
Xxxxxxx-Xxxxx Squibb
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Schedule B
VOID AFTER 5:00 P.M., NEW YORK, NEW YORK LOCAL TIME ON DECEMBER 26, 2001
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF
(COLLECTIVELY THE "SECURITIES") HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR
ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO POWER
EFFICIENCY CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
FLEMINGTON PHARMACEUTICAL CORPORATION
COMMON STOCK PURCHASE WARRANT CERTIFICATE
TO PURCHASE 100,000
SHARES OF COMMON STOCK
Certificate No. W-1
This Warrant Certificate certifies that Creative Technologies, Inc.,
maintaining an office at 000 Xxxxxxx Xxxxxx, Xxxxx 0-0, Xxxxxx Xxxx, Xxx Xxxxxx
00000, or permitted transferees is the registered Holder (the "Holder") of
100,000 Common Stock Purchase Warrants (the "Warrants") to purchase shares of
the common stock, $0.01 par value (the "Common Stock") of FLEMINGTON
PHARMACEUTICAL CORPORATION, a New Jersey corporation (the "Company").
The Warrants represented by this Warrant Certificate were issued to the
Holder in consideration of an Agreement dated on or about the date hereof
between the Company and the Holder, and certain other valuable consideration.
1. EXERCISE OF WARRANT
(A) Subject to the qualifications contained in Paragraph 1 (C), below,
each Warrant enables the Holder, subject to the provisions of this Warrant
Certificate to purchase from the Company at any time and from time to time
commencing the date hereof (the "Initial Exercise Date") through and including
5:00 p.m., New York local time on December 26, 2001 (the "Expiration Date") one
(1) fully paid non-assessable share of Common Stock ("Shares") of the Company
upon due presentation and surrender of this Warrant Certificate accompanied by
payment of the purchase price of $2.50 per Share (the "Exercise Price"). Payment
shall be made in lawful money of the United States of America by certified check
payable to the Company at its principal office at 00 Xxxxx Xxxxxx, Xxxxxxxxxx,
Xxx Xxxxxx 00000. As hereinafter provided, the number of Shares purchasable upon
the exercise of the Warrants is subject to modification or adjustment upon the
happening of certain events.
(B) This Warrant Certificate is exercisable at any time on or after the
Initial Exercise Date in whole or in part by the Holder in person or by attorney
duly authorized in writing at the principal office of the Company.
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(C) Notwithstanding the foregoing, the right of the Holder to exercise
the Warrants represented by this Certificate shall vest in increments of 20,000
Shares, exclusively in accordance with the terms of the said Agreement between
the Company and Creative Technologies, Inc., dated December 26, 1996, and
subject to all of the terms and conditions of the said Agreement, including the
possibility of termination thereof before the vesting of any or all of the
Warrants represented by this Certificate.
2. EXCHANGE, FRACTIONAL SHARES, TRANSFER.
(A) Upon surrender to the Company, this Warrant Certificate
may be exchanged for another Warrant Certificate or Warrant Certificates
evidencing a like aggregate number of Warrants. If this Warrant Certificate
shall be exercised in part, the Holder shall be entitled to receive upon
surrender hereof another Warrant Certificate or Warrant Certificates evidencing
the number of Warrants not exercised;
(B) Anything herein to the contrary notwithstanding, in no
event shall the Company be obligated to issue Warrant Certificates evidencing
other than a whole number of Warrants or issue certificates evidencing other
than a whole number of Shares upon the exercise of this Warrant Certificate;
provided, however, that the Company shall pay with respect to any such fraction
of a Share amount of cash based upon the current Market respect to any such
fraction of a Share an amount of cash based upon the current Market Price (or
book value, if there shall be no Market Price) for Shares purchasable upon
exercise hereof, as determined in accordance with the following sentence. Market
Price for the purpose of this Section 2(B) shall (i) the closing sale price, for
sixty (60) consecutive business days of the Common Stock as reported by the
National Association of Securities Dealers, Inc. Automated Quotation System or
(ii) the last reported sale price, for sixty (60) consecutive business days on
the primary exchange on which the Common Stock is traded, if the Common Stock is
traded on a national securities exchange;
(C) the Company may deem and treat the person in whose name
this Warrant Certificate is registered as the absolute true and lawful owner
hereof for all purposes whatsoever; and
(D) This Warrant Certificate may not be transferred except in
compliance with the provisions of the Act or applicable state securities laws
and in accordance with the provisions of Section 9 hereof.
3. RIGHTS OF A HOLDER. No Holder shall be deemed to be the Holder of
Common Stock or any other securities of the Company that may at any time be
issuable on the exercise hereof for any purpose nor shall anything contained
herein be construed to confer upon the Holder any of the rights of a shareholder
of the Company or any right to vote for the election of directors or upon any
matter submitted to shareholders at any meeting thereof or to give or withhold
consent to any corporate action (whether upon any reorganization, issuance of
stock, reclassification or conversion of stock, change of par value,
consolidation, merger, conveyance, or otherwise) or to receive notice of
meetings or to receive dividends or subscription rights or otherwise until a
Warrant shall have been exercised and the Common Stock purchasable upon the
exercise thereof shall have become issuable.
4. REGISTRATION OF TRANSFER. The Company shall maintain books for the
transfer and registration of Warrants. Upon the transfer of any Warrants in
accordance with the provisions of Section 2(D) hereof, (a "Permitted Transfer"),
the Company shall issue and register the Warrants in the names of the new
Holders. The Warrants shall be signed manually by the Chairman, Chief Executive
Officer, President or any Vice President and the Secretary or Assistant
Secretary of the Company. The Company shall transfer, from time to time, any
outstanding
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Warrants upon the books to be maintained by the Company for such purpose upon
surrender thereof for transfer properly endorsed or accompanied by appropriate
instructions for transfer. Upon any Permitted Transfer, a new Warrant
Certificate shall be issued to the transferee and the surrendered Warrants shall
be canceled by the Company. Warrants may be exchanged at the option of the
Holder, when surrendered at the office of the Company, for another Warrant, or
other Warrants of different denominations, of like tenor and representing in the
aggregate the right to purchase a like number of Shares. Subject to the terms of
this Warrant Certificate, upon such surrender and payment of the purchase price
at any time after the Initial Exercise Date, the Company shall issue and deliver
with all reasonable dispatch to or upon the written order of the Holder of such
Warrants and in such name or names as such Holder may designate, a certificate
or certificates for the number of full Shares so purchased upon the exercise of
such Warrants. Such certificate or certificates shall be deemed to have been
issued and any person so designated to be named therein shall be deemed to have
become the Holder of record of such Shares as of the date of the surrender of
such Warrants and payment of the purchase price; provided, however, that if, at
the date of surrender and payment, the transfer books of the Shares shall be
closed, the certificates for the Shares shall be issuable as of the date on
which such books shall be opened and until such date the Company shall be under
no duty to deliver any certificate for such Shares; provided, further, however,
that such transfer books, unless otherwise required by law or by applicable rule
of any national securities exchange, shall not be closed at any one time for a
period longer than 20 days. The rights of purchase represented by the Warrants
shall be exercisable, at the election of the Holders, either as an entirety or
from time to time for only part of the Shares at any time on or after the
Initial Exercise Date.
5. STAMP FAX. The Company will pay any documentary stamp taxes
attributable to the initial issuance of the Shares issuable upon the exercise of
the Warrants; provided, however, that the Company shall not be required to pay
any tax or taxes which may be payable in respect of any transfer involved in the
issuance or delivery of any certificates for Shares in a name other than that of
the Holder in respect of which such Shares are issued, and in such case the
Company shall not be required to issue or deliver any certificate for Shares or
any Warrant until the person requesting the same has paid to the Company the
amount of such tax or has established to the Company's satisfaction that such
tax has been paid.
6. LOST, STOLEN OR MUTILATED CERTIFICATES. In case this Warrant
Certificate shall be mutilated, lost, stolen, or destroyed, the Company may, in
its discretion, issue and deliver in exchange and substitution for and upon
cancellation of the mutilated Warrant Certificate, or in lieu of and
substitution for the lost, stolen or destroyed Warrant Certificate, a new
Warrant Certificate of like tenor representing an equivalent right or interest,
but only upon receipt of evidence satisfactory to the Company of such loss,
theft or destruction and an indemnity, if requested, also satisfactory to it.
7. RESERVED SHARES. The Company warrants that there have been reserved,
and covenants that at all times in the future it shall keep reserved, out of the
authorized and unissued Common Stock, a number of Shares sufficient to provide
for the exercise of the rights of purchase represented by this Warrant
Certificate. The Company agrees that all Shares issuable upon exercise of the
Warrants shall be, at the time of delivery of the certificates for such Shares,
validly issued and outstanding, fully paid and non-assessable and that the
issuance of such Shares will not give rise to preemptive rights in favor of
existing stockholders.
8. DIVIDENDS, RECLASSIFICATIONS, ETC.
(A) Dividends; Reclassifications, etc. In the event that the
Company shall, at any time prior to the exercise of this Warrant: (i) declare or
pay to the holders of the Common Stock a dividend payable in any kind of shares
of stock of the Company; or (ii) change or divide or otherwise reclassify its
Common Stock into the same or a different number of shares with or
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without par value, or in shares of any class or classes; or (iii) sell or
otherwise transfer its property as an entirety or substantially an as entirety
to any other company; or (iv) merge with or consolidate with or into any other
corporation or entity; or (v) make any distribution of its assets to holders of
its Common Stock as a liquidation or partial liquidation dividend or by way of
return of capital; then, upon the subsequent exercise of this Warrant, the
Holder shall receive, in addition to or in substitution for the shares of Common
Stock to which it would otherwise be entitled upon such exercise, such
additional shares of stock or scrip of the Company, or such reclassified shares
of stock of the Company, or such shares of the securities or property of the
Company resulting from such transfer, or such assets of the Company, which it
would have been entitled to receive had it exercised this Warrant prior to the
happening of any of the foregoing events.
(B) Notice. If, at any time while this Warrant is outstanding,
the Company shall pay any dividend payable in cash or in Common Stock, shall
offer to the holders of its Common Stock for subscription or purchase by them
any shares of stock of any class or any other rights, or shall enter into an
agreement to merge or consolidate with another corporation, the Company shall
cause notice thereof to be mailed to the registered holder of this Warrant at
its address appearing on the registration books of the Company, at least 10 days
prior to the record date as of which holders of Common Stock shall participate
in such dividend, distribution or subscription or other rights or at least 10
days prior to the effective date of the merger or consolidation. Failure to give
notice as required by this Section, or any defect therein, shall not affect the
legality or validity of any dividend, distribution or subscription or other
right.
(C) Anything in this Paragraph 8 to the contrary
notwithstanding, no adjustment in the Exercise Price shall be required unless
such adjustment would require an increase or decrease of at least 1% in such
Exercise Price; provided, however, that any adjustments which by reason of this
subparagraph (C) are not required to be made shall be carried forward and taken
into account in making subsequent adjustments. All calculations under this
Paragraph 8 shall be made to the nearest cent or to the nearest tenth of a
share, as the case may be.
(D) Upon any adjustment of any Exercise Price, then and in
each such case the Company shall promptly deliver a notice to the registered
Holder of this Warrant, which notice shall state the Exercise Price resulting
from such adjustment and the increase or decrease, if any, in the number of
shares purchasable at such price upon the exercise hereof, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based.
9. TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933.
(A) The Holder of this Warrant Certificate, each transferee
hereof and any Holder and transferee of any Shares, by his acceptance thereof,
agrees that (a) no public distribution of Warrant or Shares will be made in
violation of the Act, and (b) during such period as the delivery of a prospectus
with respect to Warrants or Shares may be required by the Act, no public
distribution of Warrants or Shares will be made in a manner or on terms
different from those set forth in, or without delivery of, a prospectus then
meeting the requirements of Section 10 of the Act and in compliance with
applicable state securities laws. The Holder of this Warrant Certificate and
each transferee hereof further agrees that if any distribution of any of the
Warrants or Shares is proposed to be made by them otherwise than by delivery of
a prospectus meeting the requirements of Section 10 of the Act, such action
shall be taken only after submission to the Company of an opinion of counsel,
reasonably satisfactory in form and substance to the Company's counsel, to the
effect that the proposed distribution will not be in violation of the Act or of
applicable state law. Furthermore, it shall be a condition to transfer of the
Warrants that any transferee thereof deliver to the Company his written
agreement to accept and be bound by all of the terms and conditions contained in
this Warrant Certificate.
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(B) This Warrant or the Shares or any other security issued or issuable
upon exercise of this Warrant may not be sold or otherwise disposed of except as
follows:
(1) To a person who, in the opinion of counsel for the Holder
reasonably acceptable to the Company, is a person to whom this Warrant or Shares
may legally be transferred without registration and without the delivery of a
current prospectus under the Act with respect thereto and then only against
receipt of an agreement of such person to comply with the provisions of this
Section (9) with respect to any resale or other disposition of such securities,
which agreement shall be satisfactory in form and substance to the Company and
its counsel; provided that the foregoing shall not apply to any such Warrant,
Shares or other security as to which such Holder shall have received an opinion
letter from counsel to the Company as to the exemption thereof from the
registration under the Act pursuant to Rule 144 (k) under the Act; or
(2) To any person upon delivery of a prospectus then meeting
the requirements of the Act relating to such securities and the offering thereof
for such sale or disposition.
(C) Each certificate for Shares issued upon exercise of this Warrant
shall bear a legend relating to the non-registered status of such Shares under
the Act, unless at the time of exercise of this Warrant such Shares are subject
to a currently effective registration statement under the Act.
10. MISCELLANEOUS
(A) LAW TO GOVERN. This Warrant shall be governed by and construed in
accordance with the substantive laws of the State of New Jersey, without giving
effect to conflict of laws principles.
(B) ENTIRE AGREEMENT. This Warrant Certificate constitutes and
expresses the entire understanding between the parties hereto with respect to
the subject matter hereof, and supersedes all prior and contemporaneous
agreements and understandings, inducements or conditions whether express or
implied, oral or written. Neither this Warrant Certificate nor any portion or
provision hereof may be changed, waived or amended orally or in any manner other
than by an agreement in writing signed by the Holder and the Company.
(C) NOTICES. Except as otherwise provided in this Warrant Certificate,
all notices, requests, demands and other communications required or permitted
under this Warrant Certificate or by law shall be in writing and shall be deemed
to have been duly given, made and received only when delivered against receipt
or when deposited in the United States mails, certified or registered mail,
return receipt requested, postage prepaid, addressed as follows:
Company: FLEMINGTON PHARMACEUTICAL CORPORATION
00 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attn: President
with a copy to: HERTEN, BURSTEIN, SHERIDAN, CEVASCO, et. al.
00 Xxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxxxx X. XxXxxxx, Esq.
And: Xxxxxx X. Xxxxxx, Esq.
00 Xxxxx Xxxx
Xxxxxxx, Xxx Xxxxxx 00000
Holder At the address shown for the
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Holder in the registration
book maintained by the Company.
(D) SEVERABILITY. If any provision of this Warrant Certificate is
prohibited by or is unlawful or unenforceable under any applicable law of any
jurisdiction, such provision shall, as to such jurisdiction be in effect to the
extent of such prohibition without invalidating the remaining provisions hereof;
provided, however, that any such prohibition in any jurisdiction shall not
invalidate such provision in any other jurisdiction; and provided, further that
where the provisions of any such applicable law may be waived, that they hereby
are waived by the Company and the Holder to the full extent permitted by law and
to the end that this Warrant instrument shall be deemed to be a valid and
binding agreement in accordance with its terms.
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IN WITNESS WHEREOF, Flemington Pharmaceutical Corporation has caused
this Warrant Certificate to be signed by its duly authorized officers as of the
________ day of December 1996.
FLEMINGTON PHARMACEUTICAL CORPORATION
By:
Xxxxx X. Xxxxxx III, President
Attest:
Name:
Title:
[SEAL]
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PURCHASE FORM
To: Flemington Pharmaceutical Corporation
, 19
The undersigned hereby irrevocably elects to exercise the attached
Warrant Certificate, Certificate No. W-1, to the extent of _______ Shares of
Common Stock, $0.01 par value per share of FLEMINGTON PHARMACEUTICAL
CORPORATION, and hereby makes payments of $_______ in payment of the aggregate
exercise price thereof:
INSTRUCTIONS FOR REGISTRATION OF SECURITIES
Name:
(Please typewrite or print in block letters)
Address:
-------------------------------
By:
Signature of Holder (must conform in all respects to the name of the Holder as
specified on the face of the Warrant Certificate)
Social Security Number or Tax I.D. Number of Holder
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