Full Doc
 | 2001 |
Charter Municipal Mortgage Acceptance Company Names Charles L. Edson to Board of Trustees
Charter Municipal Mortgage Acceptance Company Names Charles L. Edson to Board of Trustees (4K)
Doc #294235: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}a2063234zex-99_1.txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
{Page}
Exhibit 99.1
AT CHARTERMAC FINANCIAL RELATIONS BOARD/BSMG WORLDWIDE
Brenda Abuaf Joseph Calabrese - General Info (212) 445-8434
Director of Shareholder Services Maura Gedid - Analyst Info (212) 445-8434
(800) 831-4826
CHARTER MUNICIPAL MORTGAGE ACCEPTANCE COMPANY
NAMES CHARLES L. EDSON TO BOARD OF TRUSTEES
NEW YORK, NY - JULY 16, 2001 - The Board of Trustees of Charter Municipal
Mortgage Acceptance Company ("CharterMac") (AMEX: CHC) today announced that
Charles L. Edson, partner at Nixon Peabody LLP, was named an Independent member
of the Board of Trustees of the Company.
During his tenure at Nixon Peabody LLP, Mr. Edson has been involved in all
phases of law relating to housing development, management finance and taxation.
He currently serves as counsel to a myriad of governmental, trade and public
interest entities and groups on housing and legislative matters and is the
Co-Editor-in-Chief for the Housing and Development Reporter, a news and
information service published by The West Group. Furthermore, Mr. Edson chairs
numerous housing seminars, lecturing extensively on housing and development
matters and also serves as an Adjunct Professor of Law at Georgetown University
Law Center where he teaches a seminar on federally assisted housing programs.
Mr. Edson will become a Retired Partner at Nixon Peabody LLP on February 1,
2002.
Prior to joining Nixon Peabody LLP, Mr. Edson was a partner at Peabody and
Brown. During his career, he has served as the Transition Director for the
Department of Housing and Urban Development on President Carter's transition
staff and has also held the position of Chief in the Public Housing Section at
the Office of General Counselor at the Department of Housing and Urban
Development. Mr. Edson is also the Author and co-author of a number of
publications pertaining to federally assisted, Section 8 and affordable, senior,
low and moderate-income housing as well as the secondary mortgage market.
Additionally, Mr. Edson serves as Vice Chairman of the Maryland Historic Trust.
Mr. Edson graduated Magna Cum Laude in Government from Harvard College where he
was also a Missouri nominee in the Rhodes Scholar competition. Mr. Edson is a
graduate of Harvard Law School.
Mr. Edson replaces Thomas W. White who has served as an Independent Trustee on
the Board of CharterMac since 2000. Mr. White was hired as a consultant to
Related Capital Company ("RCC") and is therefore no longer deemed an Independent
Trustee as defined in CharterMac's Amended and Restated Trust Agreement.
However, Mr. White will continue to serve CharterMac as a member of the Board of
Trustees.
Stuart J. Boesky, President and CEO of CharterMac commented, "We are very
pleased to announce the addition of Charles Edson as an Independent Trustee to
our Board. Mr. Edson's extensive knowledge of both the affordable housing market
and low income housing tax credits will prove invaluable during his tenure with
CharterMac. At the same time, we are delighted to have Mr. White join RCC as a
consultant. His time spent with RCC will be a great benefit to CharterMac."
For more information, please visit us at www.chartermac.com.
{Page}
THE ENCLOSED MATERIALS CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. THESE STATEMENTS ARE BASED ON MANAGEMENT'S CURRENT EXPECTATIONS AND
BELIEFS AND ARE SUBJECT TO A NUMBER OF FACTORS AND UNCERTAINTIES THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE
FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE
DATE OF THIS PRESS RELEASE. CHARTERMAC EXPRESSLY DISCLAIMS ANY OBLIGATION OR
UNDERTAKING TO RELEASE PUBLICLY ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING
STATEMENTS CONTAINED HEREIN TO REFLECT ANY CHANGE IN CHARTERMAC'S EXPECTATIONS
WITH REGARD THERETO OR CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH
ANY SUCH STATEMENT IS BASED.
{/TEXT}
{/DOCUMENT}
294235
|
Harvard
As referenced in this Charter Municipal Mortgage Acceptance Company Names Charles L. Edson to Board of Trustees:
Harvard College – mortgage market.
Additionally, Mr. Edson serves as Vice Chairman of the Maryland Historic Trust.
Mr. Edson graduated Magna Cum Laude in Government from Harvard College where he
was also a Missouri nominee in the Rhodes Scholar competition. Mr. Edson is a
graduate of Harvard Law School.
Mr. Edson
_____________
dt 246941
;
CharterMac
As referenced in this Charter Municipal Mortgage Acceptance Company Names Charles L. Edson to Board of Trustees:
CHARTERMAC – {DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}a2063234zex-99_1.txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
{Page}
Exhibit 99.1
AT CHARTERMAC FINANCIAL RELATIONS BOARD/BSMG WORLDWIDE
Brenda Abuaf Joseph Calabrese - General Info (212) 445-8434
Director of Shareholder Services Maura Gedid - Analyst Info (
_____________
"CharterMac" – CHARLES L. EDSON TO BOARD OF TRUSTEES
NEW YORK, NY - JULY 16, 2001 - The Board of Trustees of Charter Municipal
Mortgage Acceptance Company ("CharterMac" ) (AMEX: CHC) today announced that
Charles L. Edson, partner at Nixon Peabody LLP, was named an Independent member
of the Board of
_____________
CharterMac – a
graduate of Harvard Law School.
Mr. Edson replaces Thomas W. White who has served as an Independent Trustee on
the Board of CharterMac since 2000. Mr. White was hired as a consultant to
Related Capital Company ("RCC") and is therefore no longer deemed an Independent
Trustee
_____________
CharterMac' – White was hired as a consultant to
Related Capital Company ("RCC") and is therefore no longer deemed an Independent
Trustee as defined in CharterMac' s Amended and Restated Trust Agreement.
However, Mr. White will continue to serve CharterMac as a member of the Board of
Trustees.
Stuart
_____________
CharterMac – no longer deemed an Independent
Trustee as defined in CharterMac's Amended and Restated Trust Agreement.
However, Mr. White will continue to serve CharterMac as a member of the Board of
Trustees.
Stuart J. Boesky, President and CEO of CharterMac commented, "We are very
pleased to announce
_____________
dt 253611
;
|
 Nixon Peabody
As referenced in this Charter Municipal Mortgage Acceptance Company Names Charles L. Edson to Board of Trustees:
Nixon Peabody – 16, 2001 - The Board of Trustees of Charter Municipal
Mortgage Acceptance Company ("CharterMac") (AMEX: CHC) today announced that
Charles L. Edson, partner at Nixon Peabody LLP, was named an Independent member
of the Board of Trustees of the Company.
During his tenure at Nixon Peabody LLP, Mr.
_____________
Nixon Peabody – Edson, partner at Nixon Peabody LLP, was named an Independent member
of the Board of Trustees of the Company.
During his tenure at Nixon Peabody LLP, Mr. Edson has been involved in all
phases of law relating to housing development, management finance and taxation.
He currently serves
_____________
Nixon Peabody – at Georgetown University
Law Center where he teaches a seminar on federally assisted housing programs.
Mr. Edson will become a Retired Partner at Nixon Peabody LLP on February 1,
2002.
Prior to joining Nixon Peabody LLP, Mr. Edson was a partner at Peabody and
Brown. During his
_____________
Nixon Peabody – on federally assisted housing programs.
Mr. Edson will become a Retired Partner at Nixon Peabody LLP on February 1,
2002.
Prior to joining Nixon Peabody LLP, Mr. Edson was a partner at Peabody and
Brown. During his career, he has served as the Transition Director for the
_____________
dt 241962
|
| Full Doc
| 2001 |
Charter Municipal Mortgage Acceptance Company Names Charles L. Edson to Board of Trustees
Charter Municipal Mortgage Acceptance Company Names Charles L. Edson to Board of Trustees (4K)
Doc #294244: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-99.4
{SEQUENCE}4
{FILENAME}a2056773zex-99_4.txt
{DESCRIPTION}EXHIBIT 99.4
{TEXT}
{Page}
Exhibit 99.4
AT CHARTERMAC FINANCIAL RELATIONS BOARD/BSMG WORLDWIDE
Brenda Abuaf Joseph Calabrese - General Info (212) 445-8434
Director of Shareholder Services Maura Gedid - Analyst Info (212) 445-8434
(800) 831-4826
CHARTER MUNICIPAL MORTGAGE ACCEPTANCE COMPANY
NAMES CHARLES L. EDSON TO BOARD OF TRUSTEES
NEW YORK, NY - JULY 16, 2001 - The Board of Trustees of Charter Municipal
Mortgage Acceptance Company ("CharterMac") (AMEX: CHC) today announced that
Charles L. Edson, partner at Nixon Peabody LLP, was named an Independent member
of the Board of Trustees of the Company.
During his tenure at Nixon Peabody LLP, Mr. Edson has been involved in all
phases of law relating to housing development, management finance and taxation.
He currently serves as counsel to a myriad of governmental, trade and public
interest entities and groups on housing and legislative matters and is the
Co-Editor-in-Chief for the Housing and Development Reporter, a news and
information service published by The West Group. Furthermore, Mr. Edson chairs
numerous housing seminars, lecturing extensively on housing and development
matters and also serves as an Adjunct Professor of Law at Georgetown University
Law Center where he teaches a seminar on federally assisted housing programs.
Mr. Edson will become a Retired Partner at Nixon Peabody LLP on February 1,
2002.
Prior to joining Nixon Peabody LLP, Mr. Edson was a partner at Peabody and
Brown. During his career, he has served as the Transition Director for the
Department of Housing and Urban Development on President Carter's transition
staff and has also held the position of Chief in the Public Housing Section at
the Office of General Counselor at the Department of Housing and Urban
Development. Mr. Edson is also the Author and co-author of a number of
publications pertaining to federally assisted, Section 8 and affordable, senior,
low and moderate-income housing as well as the secondary mortgage market.
Additionally, Mr. Edson serves as Vice Chairman of the Maryland Historic Trust.
Mr. Edson graduated Magna Cum Laude in Government from Harvard College where he
was also a Missouri nominee in the Rhodes Scholar competition. Mr. Edson is a
graduate of Harvard Law School.
Mr. Edson replaces Thomas W. White who has served as an Independent Trustee on
the Board of CharterMac since 2000. Mr. White was hired as a consultant to
Related Capital Company ("RCC") and is therefore no longer deemed an Independent
Trustee as defined in CharterMac's Amended and Restated Trust Agreement.
However, Mr. White will continue to serve CharterMac as a member of the Board of
Trustees.
Stuart J. Boesky, President and CEO of CharterMac commented, "We are very
pleased to announce the addition of Charles Edson as an Independent Trustee to
our Board. Mr. Edson's extensive knowledge of both the affordable housing market
and low income housing tax credits will prove invaluable during his tenure with
CharterMac. At the same time, we are delighted to have Mr. White join RCC as a
consultant. His time spent with RCC will be a great benefit to CharterMac."
For more information, please visit us at www.chartermac.com.
{Page}
THE ENCLOSED MATERIALS CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. THESE STATEMENTS ARE BASED ON MANAGEMENT'S CURRENT EXPECTATIONS AND
BELIEFS AND ARE SUBJECT TO A NUMBER OF FACTORS AND UNCERTAINTIES THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE
FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE
DATE OF THIS PRESS RELEASE. CHARTERMAC EXPRESSLY DISCLAIMS ANY OBLIGATION OR
UNDERTAKING TO RELEASE PUBLICLY ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING
STATEMENTS CONTAINED HEREIN TO REFLECT ANY CHANGE IN CHARTERMAC'S EXPECTATIONS
WITH REGARD THERETO OR CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH
ANY SUCH STATEMENT IS BASED.
{/TEXT}
{/DOCUMENT}
294244
|
Harvard
As referenced in this Charter Municipal Mortgage Acceptance Company Names Charles L. Edson to Board of Trustees:
Harvard College – mortgage market.
Additionally, Mr. Edson serves as Vice Chairman of the Maryland Historic Trust.
Mr. Edson graduated Magna Cum Laude in Government from Harvard College where he
was also a Missouri nominee in the Rhodes Scholar competition. Mr. Edson is a
graduate of Harvard Law School.
Mr. Edson
_____________
dt 246942
;
CharterMac
As referenced in this Charter Municipal Mortgage Acceptance Company Names Charles L. Edson to Board of Trustees:
CHARTERMAC – {DOCUMENT}
{TYPE}EX-99.4
{SEQUENCE}4
{FILENAME}a2056773zex-99_4.txt
{DESCRIPTION}EXHIBIT 99.4
{TEXT}
{Page}
Exhibit 99.4
AT CHARTERMAC FINANCIAL RELATIONS BOARD/BSMG WORLDWIDE
Brenda Abuaf Joseph Calabrese - General Info (212) 445-8434
Director of Shareholder Services Maura Gedid - Analyst Info (
_____________
"CharterMac" – CHARLES L. EDSON TO BOARD OF TRUSTEES
NEW YORK, NY - JULY 16, 2001 - The Board of Trustees of Charter Municipal
Mortgage Acceptance Company ("CharterMac" ) (AMEX: CHC) today announced that
Charles L. Edson, partner at Nixon Peabody LLP, was named an Independent member
of the Board of
_____________
CharterMac – a
graduate of Harvard Law School.
Mr. Edson replaces Thomas W. White who has served as an Independent Trustee on
the Board of CharterMac since 2000. Mr. White was hired as a consultant to
Related Capital Company ("RCC") and is therefore no longer deemed an Independent
Trustee
_____________
CharterMac' – White was hired as a consultant to
Related Capital Company ("RCC") and is therefore no longer deemed an Independent
Trustee as defined in CharterMac' s Amended and Restated Trust Agreement.
However, Mr. White will continue to serve CharterMac as a member of the Board of
Trustees.
Stuart
_____________
CharterMac – no longer deemed an Independent
Trustee as defined in CharterMac's Amended and Restated Trust Agreement.
However, Mr. White will continue to serve CharterMac as a member of the Board of
Trustees.
Stuart J. Boesky, President and CEO of CharterMac commented, "We are very
pleased to announce
_____________
dt 253616
;
|
Nixon Peabody
As referenced in this Charter Municipal Mortgage Acceptance Company Names Charles L. Edson to Board of Trustees:
Nixon Peabody – 16, 2001 - The Board of Trustees of Charter Municipal
Mortgage Acceptance Company ("CharterMac") (AMEX: CHC) today announced that
Charles L. Edson, partner at Nixon Peabody LLP, was named an Independent member
of the Board of Trustees of the Company.
During his tenure at Nixon Peabody LLP, Mr.
_____________
Nixon Peabody – Edson, partner at Nixon Peabody LLP, was named an Independent member
of the Board of Trustees of the Company.
During his tenure at Nixon Peabody LLP, Mr. Edson has been involved in all
phases of law relating to housing development, management finance and taxation.
He currently serves
_____________
Nixon Peabody – at Georgetown University
Law Center where he teaches a seminar on federally assisted housing programs.
Mr. Edson will become a Retired Partner at Nixon Peabody LLP on February 1,
2002.
Prior to joining Nixon Peabody LLP, Mr. Edson was a partner at Peabody and
Brown. During his
_____________
Nixon Peabody – on federally assisted housing programs.
Mr. Edson will become a Retired Partner at Nixon Peabody LLP on February 1,
2002.
Prior to joining Nixon Peabody LLP, Mr. Edson was a partner at Peabody and
Brown. During his career, he has served as the Transition Director for the
_____________
dt 241963
|
| Full Doc
| 2003 |
Invitrogen Appoints Gregory T. Lucier President and CEO
Invitrogen Appoints Gregory T. Lucier President and CEO (5K)
Doc #277425: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}a90599exv99w1.txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
{PAGE}
Exhibit 99.1
[INVITROGEN LOGO]
Contact:
Paul Goodson
VP Investor Relations
Invitrogen Corporation
(760) 603-7208
INVITROGEN APPOINTS GREGORY T. LUCIER PRESIDENT AND CEO
Former General Electric Executive Also Named to Invitrogen's Board
CARLSBAD, CA -- May 30, 2003 -- Invitrogen Corporation (Nasdaq: IVGN), a NASDAQ
100 company, announced the appointment of Gregory T. Lucier to the positions of
President and CEO, effective today. Lucier has also been added to Invitrogen's
Board of Directors. Lucier left his position as President and CEO of General
Electric's Medical Systems Information Technologies business unit to join
Invitrogen.
"Greg Lucier is an outstanding executive who has gained a wealth of experience
leading a growth business with thousands of employees and operations around the
world," remarked Bradley G. Lorimier, Invitrogen's Chairman. "He developed the
strategy that drove the growth of GE's Medical Information Systems Technology
business from $700 million in sales, which is approximately Invitrogen's current
size, to $1.8 billion in three years, and he has produced similarly impressive
results in his other executive positions. With his leadership skills and
experience in growing and managing profitable businesses, we believe Greg will
be instrumental at accelerating Invitrogen's growth and extending our
industry-leading position."
"As the leader in a young industry and with considerable operational and
financial resources, Invitrogen is well positioned for substantial expansion,"
said Lucier. "I look forward to working with the great people of Invitrogen to
develop new global markets, introduce breakthrough technologies, and make this
organization a recognized leader in advancing the potential of the life sciences
industry."
Prior to his 2000 appointment as President and CEO of GE's Medical Systems
Information Technologies unit, Lucier was Vice President of that organization's
Global Services group. He was elected an executive officer of GE in 1999. From
1995 to 1999, he was President of a joint venture between GE and Harris
Corporation. Before joining GE, Lucier held executive and management positions
at Morrison Knudsen and International Paper. Lucier holds an M.B.A. degree from
Harvard University and a Bachelors degree in Industrial Engineering from
Pennsylvania State University.
ABOUT INVITROGEN CORPORATION
Invitrogen provides essential technologies to biotechnology and
biopharmaceutical researchers and companies worldwide. Invitrogen manufactures
and markets a breadth of products for life sciences discovery, development and
production. These include research tools in kit form and catalog and
{PAGE}
Invitrogen Appoints Gregory T. Lucier President and CEO
May 30, 2003
Page 2
custom products and service for corporate, academic and government entities.
Invitrogen also engages in technology licensing, research service, large-scale
production, and life science technical expertise and support. With operations in
more than 20 countries and distributor relationships in approximately 50 more,
Invitrogen employs approximately 2800 people at its worldwide locations. For
more information about Invitrogen visit the web site at www.invitrogen.com.
SAFE HARBOR STATEMENT
Certain statements contained in this press release are considered
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, and it is Invitrogen's intent that such
statements be protected by the safe harbor created thereby. Forward-looking
statements include, but are not limited to: 1) whether Mr. Lucier will succeed
in accelerating Invitrogen's growth and extending its industry-leading position;
2) whether Invitrogen is well positioned for substantial expansion; 3) whether
Mr. Lucier will develop new global markets, introduce breakthrough technologies,
and make Invitrogen a recognized leader in advancing the potential of the life
sciences industry. Such forward-looking statements are subject to a number of
risks, uncertainties and other factors that could cause actual results to differ
materially from future results expressed or implied by such forward-looking
statements. Potential risks and uncertainties include, but are not limited to a)
the possibility that the strategies implemented by Mr. Lucier will not produce
growth and extend Invitrogen's market position in the market environment in
which the company operates; b) the risk that Invitrogen's current and future
product offerings, operational performance, business strategies, and market
growth characteristics will not produce expansion in Invitrogen's business; c)
the possibility that new global markets may not develop as a result of
reductions in funding for life science research or for other reasons, d) the
possibility that breakthrough technologies may not exist, may not be available
to Invitrogen, or that Invitrogen may not succeed in developing them, and e) the
possibility that Invitrogen will fail to advance the potential of the life
science industry, as well as other risks and uncertainties detailed from time to
time in Invitrogen's Securities and Exchange Commission filings.
###
{/TEXT}
{/DOCUMENT}
277425
|
Harvard
As referenced in this Invitrogen Appoints Gregory T. Lucier President and CEO:
Harvard University – Before joining GE, Lucier held executive and management positions
at Morrison Knudsen and International Paper. Lucier holds an M.B.A. degree from
Harvard University and a Bachelors degree in Industrial Engineering from
Pennsylvania State University.
ABOUT INVITROGEN CORPORATION
Invitrogen provides essential technologies to biotechnology and
biopharmaceutical
_____________
dt 199606
;
|
Invitrogen
As referenced in this Invitrogen Appoints Gregory T. Lucier President and CEO:
Invitrogen Corp – 1
{SEQUENCE}3
{FILENAME}a90599exv99w1.txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
{PAGE}
Exhibit 99.1
[INVITROGEN LOGO]
Contact:
Paul Goodson
VP Investor Relations
Invitrogen Corp oration
(760) 603-7208
INVITROGEN APPOINTS GREGORY T. LUCIER PRESIDENT AND CEO
Former General Electric Executive Also Named to Invitrogen's Board
CARLSBAD,
_____________
Invitrogen Corp – INVITROGEN APPOINTS GREGORY T. LUCIER PRESIDENT AND CEO
Former General Electric Executive Also Named to Invitrogen's Board
CARLSBAD, CA -- May 30, 2003 -- Invitrogen Corp oration (Nasdaq: IVGN), a NASDAQ
100 company, announced the appointment of Gregory T. Lucier to the positions of
President and CEO, effective today.
_____________
INVITROGEN CORP – Paper. Lucier holds an M.B.A. degree from
Harvard University and a Bachelors degree in Industrial Engineering from
Pennsylvania State University.
ABOUT INVITROGEN CORP ORATION
Invitrogen provides essential technologies to biotechnology and
biopharmaceutical researchers and companies worldwide. Invitrogen manufactures
and markets a breadth of products for life
_____________
dt 195922
|
| Full Doc
| 2003 |
Sylvia Mathews Named to MetLife's Board of Directors
Sylvia Mathews Named to MetLife's Board of Directors (4K)
Doc #312167: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}y92429exv99w1.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
Exhibit 99.1
Contacts: For Media: John Calagna
(212) 578-6252
For Investors: Kevin Helmintoller
(212) 578-5140
SYLVIA MATHEWS NAMED TO METLIFE'S BOARD OF DIRECTORS
NEW YORK, December 12, 2003 - MetLife, Inc. (NYSE: MET) announced today that it
has named Sylvia M. Mathews, chief operating officer and executive director, The
Bill & Melinda Gates Foundation, to its board of directors, as well as to the
board of Metropolitan Life Insurance Company, its subsidiary. This election is
effective on January 21, 2004. With the addition of Mathews, MetLife's Board
will have 17 members.
"I am extremely pleased that Sylvia is joining MetLife's board," said Robert H.
Benmosche, chairman and chief executive officer. "In addition to her current
leadership role at the Gates Foundation, Sylvia has been an integral and
significant player in the development of a variety of financial, legislative and
civic issues of national importance. Her in-depth knowledge and extensive
background, which includes experiences in both the public and private sectors,
will make her an extremely valuable addition to the MetLife board."
As COO and executive director for Libraries & Pacific Northwest giving, Mathews
has been responsible for the Gates Foundation's annual budget, payout
management, grant making to libraries, PNW community and global health advocacy
organizations. Recently, Mathew's responsibilities have grown to incorporate an
expanded focus on advocacy, including policy and finance, across all Foundation
program areas - education, global health, libraries and PNW. With increased
oversight for advocacy, Mathews will transfer oversight of finance,
administration and human resources to the Foundation's CFO and will retain
oversight responsibility for the foundation's legal affairs. She also serves on
the Gates Foundation's executive team, helping to shape and implement overall
strategy. In addition, she plans and coordinates the building of partnerships
with governments, industry, United Nations agencies, other foundations and
non-governmental organizations.
Before joining the Gates Foundation in 2001, Mathews was deputy director of the
Office of Management and Budget in Washington, D.C. In this role, she worked
with the director to develop the strategy and negotiate for the more than $1.5
trillion annual budget for the president of the United States.
From 1997 to 1998, she served as deputy chief of staff to President Bill
Clinton. From 1995 to 1997, she was chief of staff to Treasury Secretary Robert
Rubin and also served as staff director for the National Economic Council from
1993 to 1995.
Mathews was manager of President Clinton's economic transition team from 1992 to
1993. Prior to that, she was an associate at McKinsey and Company from 1990 to
1992.
Mathews received an A.B. degree in government, cum laude, from Harvard
University in 1987 and a bachelor's degree in philosophy, politics and economics
from Oxford University, where she was a Rhodes Scholar.
{PAGE}
She is a member of the University of Washington Medicine board, the Pacific
Council on International Policy, the Aspen Strategy Group and the CFR Task Force
on Transatlantic Relations for the Council on Foreign Relations. In addition,
Mathews is a visiting committee member of the John F. Kennedy School of
Government at Harvard University and a Governing Council member of the Miller
Center of Public Affairs at the University of Virginia.
MetLife, Inc., through its subsidiaries and affiliates, is a leading provider of
insurance and other financial services to individual and institutional
customers. The MetLife companies serve approximately 12 million individuals in
the U.S. and provide benefits to 37 million employees and family members through
their plan sponsors. Outside the U.S., the MetLife companies have insurance
operations in 12 countries serving approximately 8 million customers.
# # #
{/TEXT}
{/DOCUMENT}
312167
|
Harvard
As referenced in this Sylvia Mathews Named to MetLife's Board of Directors:
Harvard
University – she was an associate at McKinsey and Company from 1990 to
1992.
Mathews received an A.B. degree in government, cum laude, from Harvard
University in 1987 and a bachelor's degree in philosophy, politics and economics
from Oxford University, where she was a Rhodes Scholar.
{PAGE}
_____________
Harvard University – for the Council on Foreign Relations. In addition,
Mathews is a visiting committee member of the John F. Kennedy School of
Government at Harvard University and a Governing Council member of the Miller
Center of Public Affairs at the University of Virginia.
MetLife, Inc., through its subsidiaries
_____________
dt 341408
;
|
MetLife
As referenced in this Sylvia Mathews Named to MetLife's Board of Directors:
MetLife, Inc – 578-6252
For Investors: Kevin Helmintoller
(212) 578-5140
SYLVIA MATHEWS NAMED TO METLIFE'S BOARD OF DIRECTORS
NEW YORK, December 12, 2003 - MetLife, Inc . (NYSE: MET) announced today that it
has named Sylvia M. Mathews, chief operating officer and executive director, The
Bill & Melinda Gates Foundation,
_____________
MetLife, Inc – School of
Government at Harvard University and a Governing Council member of the Miller
Center of Public Affairs at the University of Virginia.
MetLife, Inc ., through its subsidiaries and affiliates, is a leading provider of
insurance and other financial services to individual and institutional
customers. The MetLife
_____________
dt 317058
|
| Full Doc
| 2003 |
MetLife Elects Kenton J. Sicchitano to Its Board of Directors
MetLife Elects Kenton J. Sicchitano to Its Board of Directors (1K)
Doc #312198: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}y88576exv99w1.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
Contact: Holly Sheffer
212-578-4072
hsheffer@metlife.com
METLIFE ELECTS KENTON J. SICCHITANO TO ITS BOARD OF DIRECTORS
NEW YORK, July 22, 2003 - MetLife, Inc. (NYSE: MET) today announced the election
of Kenton J. Sicchitano, a former global managing partner for
PricewaterhouseCoopers, to its Board of Directors, as well as to the Board of
Metropolitan Life Insurance Company, its subsidiary. This election is effective
on September 23, 2003. With the addition of Mr. Sicchitano, MetLife's Board will
have 15 members.
"I am pleased to welcome Ken to MetLife," said Robert H. Benmosche, chairman of
the board and chief executive officer. "Ken's significant experience as a global
managing partner at PricewaterhouseCoopers will make him an exceptional addition
to our Board."
From 1998 to 2001, Mr. Sicchitano oversaw PricewaterhouseCoopers' $11 billion
global accounting business and was responsible for integrating these business
lines after the merger of Price Waterhouse and Coopers & Lybrand. He joined
Price Waterhouse in 1970.
Mr. Sicchitano received a Bachelor of Arts from Harvard College in 1966 and a
Masters in Business Administration from Harvard Business School in 1970. He is a
member of the board of directors of PerkinElmer, Inc. and Analog Devices.
MetLife, Inc., through its subsidiaries and affiliates, is a leading provider of
insurance and other financial services to individual and institutional
customers. The MetLife companies serve approximately 12 million individuals in
the U.S. and provide benefits to 37 million employees and family members through
their plan sponsors. Outside the U.S., the MetLife companies have insurance
operations in 12 countries serving approximately 8 million customers.
# # #
{/TEXT}
{/DOCUMENT}
312198
|
Harvard
As referenced in this MetLife Elects Kenton J. Sicchitano to Its Board of Directors:
Harvard College – after the merger of Price Waterhouse and Coopers & Lybrand. He joined
Price Waterhouse in 1970.
Mr. Sicchitano received a Bachelor of Arts from Harvard College in 1966 and a
Masters in Business Administration from Harvard Business School in 1970. He is a
member of the board of directors
_____________
dt 341410
;
|
MetLife
As referenced in this MetLife Elects Kenton J. Sicchitano to Its Board of Directors:
MetLife, Inc – Holly Sheffer
212-578-4072
hsheffer@metlife.com
METLIFE ELECTS KENTON J. SICCHITANO TO ITS BOARD OF DIRECTORS
NEW YORK, July 22, 2003 - MetLife, Inc . (NYSE: MET) today announced the election
of Kenton J. Sicchitano, a former global managing partner for
PricewaterhouseCoopers, to its Board of Directors,
_____________
MetLife, Inc – Business Administration from Harvard Business School in 1970. He is a
member of the board of directors of PerkinElmer, Inc. and Analog Devices.
MetLife, Inc ., through its subsidiaries and affiliates, is a leading provider of
insurance and other financial services to individual and institutional
customers. The MetLife
_____________
dt 317084
|
Preview
Full Doc
| 2004 |
AVI Biopharma Bolsters Clinical and Regulatory Expertise
AVI Biopharma Bolsters Clinical and Regulatory Expertise (4K)
Doc #286877: Click preview link for longer preview.
AVI BioPharma Inc
EX-99.1 3 a04-1134_1ex99d1.htm EX-99.1
Exhibit 99.1 Text of Press Release Company Contacts: AVI BioPharma, Inc. Michael Hubbard (hubbard@avibio.com) (503) 227-0554 Investor Contacts:Lippert/Heilshorn & Associates Inc. Bruce Voss (bvoss@lhai.com) Jody Cain (jcain@lhai.com) (310) 691-7100 Press Contacts: Waggener Edstrom Bioscience Wendy Carhart (wendyc@wagged.com) (503) 443-7000 For Release 6 a.m. PST Jan. 8, 2004 AVI BioPharma Bolsters Clinical and Regulatory Expertise PORTLAND, Ore. Jan. 8, 2004 AVI BioPharma, Inc. (Nasdaq: AVII), has entered into a consulting agreement with James T. Gourzis, M.D., Ph.D., to provide strategic direction and management of the companys ongoing regulatory and clinical development programs. Gourzis brings more than 30 years of experience to AVI in designing and leading clinical trials, implementing regulatory strategies, and negotiating licensing transactions. We are pleased to have Dr. Gourzis join our team, as his extensive product development and regulatory experience are well-suited to AVIs strategic goals for 2004 and beyond, said Denis R. Burger, Ph.D., chief executive officer of AVI BioPharma. As we continue to advance our clinical development programs, James licensing experience and FDA knowledge will bring additional strength to the execution of our corporate strategies. David H. Mason Jr., M.D., senior vice president for clinical development and regulatory affairs, resigned from the company to move east to pursue opportunities closer to his family. David successfully undertook numerous projects during his three years at AVI, including support for the construction and startup of our GMP manufacturing facility, Burger said. We appreciate his contributions to AVI and wish him every success in his new endeavors. Most recently, Gourzis provided consulting services to a wide range of biotechnology and medical device companies with respect to scientific, strategic and regulatory considerations associated with drug and biologic development. Before his role as a consultant, Gourzis was an executive with PAREXEL International Corp., a contract research organization that provides a range of services to pharmaceutical and biotechnology companies throughout the entire product life cycle. Gourzis began his career in the clinical research groups of McNeil Laboratories Inc. and Schering Corp. Gourzis has experience in a broad range of therapeutic areas, including cardiology, immunology and infectious disease.
Gourzis received a bachelors degree in biology from Harvard University, a masters degree in pharmacology from Boston University, and his M.D. from the University of Manitoba, Winnipeg, Canada. Gourzis also received a doctorate in pharmacology from the University of Manitoba. In addition to tapping Gourzis expertise, AVI is conducting an extensive search for an executive to lead its clinical and regulatory efforts on a permanent basis. About AVI BioPharma AVI BioPharma develops therapeutic products for the treatment of life-threatening diseases using two technology platforms: third-generation NeuGene antisense drugs and cancer immunotherapy. AVIs lead NeuGene antisense compound is designed to target cell proliferation disorders, including cardiovascular restenosis, cancer and polycystic kidney disease. In addition to targeting specific genes in the body, AVIs antiviral program uses NeuGene antisense compounds to target single-stranded RNA viruses, including West Nile virus, SARS coronavirus, calicivirus and hepatitis C. AVIs second technology, AVICINE, is a therapeutic cancer vaccine with late-stage trials planned for the treatment of pancreatic cancer. More information about AVI is available on the companys Web site at http://www.avibio.com/. # # # Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements that are not historical facts contained in this release are forward-looking statements that involve risks and uncertainties, including, but not limited to, the results of research and development efforts, the results of preclinical and clinical testing, the effect of regulation by the FDA and other agencies, the impact of competitive products, product development, commercialization and technological difficulties, and other risks detailed in the companys Securities and Exchange Commission filings.
286877
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Harvard
As referenced in this AVI Biopharma Bolsters Clinical and Regulatory Expertise:
Harvard University – has experience in a broad range of therapeutic areas, including cardiology, immunology and infectious disease.
Gourzis received a bachelors degree in biology from Harvard University , a masters degree in pharmacology from Boston University, and his M.D. from the University of Manitoba, Winnipeg, Canada. Gourzis also received
_____________
dt 217190
;
|
AVI BioPharma
As referenced in this AVI Biopharma Bolsters Clinical and Regulatory Expertise:
AVI BioPharma, Inc –
EX-99.1 3 a04-1134_1ex99d1.htm EX-99.1
Exhibit 99.1
Text of Press Release
Company Contacts:
AVI BioPharma, Inc .
Michael Hubbard (hubbard@avibio.com)
(503) 227-0554
Investor Contacts:
Lippert/Heilshorn & Associates Inc.
Bruce Voss (bvoss@lhai.com)
Jody Cain (jcain@
_____________
AVI BioPharma, Inc – 443-7000
For Release 6 a.m. PST
Jan. 8, 2004
AVI BioPharma Bolsters Clinical and Regulatory Expertise
PORTLAND, Ore. Jan. 8, 2004 AVI BioPharma, Inc . (Nasdaq: AVII), has entered into a consulting agreement with James T. Gourzis, M.D., Ph.D., to provide strategic direction and management
_____________
dt 240101
|
| Full Doc
| 2004 |
Minoru (Ben) Makihara Elected to IBM Board of Directors
Minoru (Ben) Makihara Elected to IBM Board of Directors (1K)
Doc #316964: This document is immediately available for purchase, but does not have a preview available for viewing.
INTERNATIONAL BUSINESS MACHINES CORP
EX-99 3 a04-10912_1ex99.htm EX-99
Exhibit. 99 MINORU (BEN) MAKIHARA ELECTED TO IBM BOARD OF DIRECTORS ARMONK, N.Y., September 27, 2004 . . . IBM today announced that Minoru Makihara, senior corporate advisor and former chairman of Mitsubishi Corporation, has been elected to the IBM board of directors. Mr. Makihara previously served on the IBM board of directors from 1997 to early 2003. Samuel J. Palmisano, IBM chairman and chief executive officer, said: We are all delighted to have Ben rejoin our board of directors. He is a global executive who has broad experience and understanding of the global economy and major markets of the world, especially in Asia. Bens breadth of experience and international perspective are valuable assets, and we are very pleased to have him on our board of directors again. Mr. Makihara, 74, a graduate of Harvard University, joined Mitsubishi Corporation in 1956 and has served in a variety of executive positions, including president of Mitsubishi International Corporation (U.S.A.) and president of Mitsubishi Corporation. He retired as chairman and became senior corporate advisor in April 2004. Mr. Makihara is also a member of the senior advisory group to the Minister of Finance of Japan, the international advisory council of Allianz AG, the international advisory board of the Coca-Cola Company, J.P. Morgan Chase & Co., Inc. international council, the Asia Pacific advisory committee of the New York Stock Exchange, and the chairmans council of DaimlerChrysler AG. The IBM board of directors now has a total of 13 members.
316964
|
Harvard
As referenced in this Minoru (Ben) Makihara Elected to IBM Board of Directors:
Harvard University – are valuable assets, and we are very pleased to have him on our board of directors again.
Mr. Makihara, 74, a graduate of Harvard University , joined Mitsubishi Corporation in 1956 and has served in a variety of executive positions, including president of Mitsubishi International Corporation (U.S.
_____________
dt 623897
;
| |
Preview
Full Doc
| 2000 |
Agreement
Agreement (98K)
Doc #108848: Click preview link for longer preview.
Agreement
Effective as of September 26, 1996 ("Effective Date"), The Johns Hopkins
University, a body having corporate powers under the laws of the State of
Maryland ("JOHNS HOPKINS"), the University of Washington (the "UNIVERSITY OF
WASHINGTON"), a body having corporate powers under the laws of the State of
Washington, and Ontogeny Inc., a Delaware corporation having a principal place
of business at 45 Moulton Street, Cambridge, MA 02138 ("ONTOGENY"), agree as
follows:
Article 1
Background
1.1 JOHNS HOPKINS represents and warrants that it is Owner by assignment from
Philip A. Beachy and Jeffrey Porter (both investigators employed by Howard
Hughes Medical Institute ("HHMI")) and HHMI, and that the UNIVERSITY OF
WASHINGTON represents and warrants that it is the Owner by assignment from
Randall T. Moon (also an investigator employed by HHMI) and HHMI of the
entire right, title and interest in the United States and Foreign Patent
Applications ("Hedgehog Patent Applications") set forth in Appendix A, and
in the inventions described and claimed therein ("Invention"), and any
Licensed Patent, defined in Article 2, which may issue to the Invention,
and that JOHNS HOPKINS and the UNIVERSITY OF WASHINGTON have the sole
authority to grant the licenses granted hereunder.
1.2 JOHNS HOPKINS and the UNIVERSITY OF WASHINGTON have certain technical data
and information ("Technology") pertaining to Invention.
1.3 JOHNS HOPKINS and the UNIVERSITY OF WASHINGTON want the Technology and
Invention perfected and marketed in a reasonable period of time in order
that resulting products will be available for public use and benefit.
1.4 ONTOGENY would like to practice the Invention and related Technology, and
is therefore desirous of obtaining a license under Licensed Patent to
develop, manufacture, use, and sell Licensed Product in the area of
therapeutics, diagnostics and research reagents.
- 1 -
{PAGE}
1.5 The Technology and Invention were developed in the course of research
supported by the HHMI in affiliation with each of JOHNS HOPKINS and the
UNIVERSITY OF WASHINGTON.
1.6 JOHNS HOPKINS and the UNIVERSITY OF WASHINGTON agree that all
notifications and payments by ONTOGENY pursuant to this Agreement will be
made to, and accepted by, JOHNS HOPKINS for the benefit of both JOHNS
HOPKINS and the UNIVERSITY OF WASHINGTON.
Article 2
Definitions
2.1 "Licensed Patent(s)" means any U.S. Letters Patent issued upon the
Hedgehog Patent Applications, or upon any divisions, continuations,
reissues, reexamines, extensions, and any claims in continuations-in-part
(CIPs) applications; and any and all foreign patents, extensions and
supplemental protection certificates or patent applications corresponding
thereto. All such divisions, continuations, reissues, reexaminations, CIPs
and foreign applications and patents issuing thereon will be automatically
incorporated in and added to this Agreement. CIP applications shall only
be filed for new matter which supports claims to inventions described in
the Hedgehog Patent Applications and could not be filed in a stand alone,
original patent application.
2.2 "Licensed Materials" means those proprietary materials which are
enumerated in Appendix B, and transferred from JOHNS HOPKINS through
Philip A. Beachy to ONTOGENY pursuant to the terms of this Agreement.
2.3 "Licensed Product" means any product or process in the Licensed Field of
Use, the importation, manufacture, use, offer for sale, or sale of which:
(a) is covered by a valid claim of an issued, unexpired Licensed Patent;
a claim of an issued, unexpired Licensed Patent will be presumed to
be valid unless it has been held to be invalid by a final judgment
of a court of competent jurisdiction where no appeal can be or is
taken; or
108848
|
Harvard
As referenced in this Agreement:
Harvard
University – notwithstanding, is covered by any pending or
issued claim to bioactive Hedgehog polypeptides issuing from Harvard
University Patents/Applications or Columbia University
Patents/Applications (defined infra); or
(d) incorporates, uses or could
Harvard
University – Licensed Field of Use.
2.7 "Sublicense" means any grant of rights under Licensed Patents, Harvard
University Patents/Applications, Columbia University Patents/Applications,
or Licensed Materials
2.8 "Sublicensee" means any party (
"Harvard University – election of directors) to which ONTOGENY has granted Sublicenses
pursuant to this Agreement.
2.9 "Harvard University Patents/Applications" means U.S. Patent applications
08/356,060 and 08/176,427, any
Harvard University – or
- 14 -
{PAGE}
(b) the expiration of the last patent under the Licensed Patents or
Harvard University Patents/Applications or Columbia University
Patents/Applications of which ONTOGENY would infringe a valid claim
Harvard University – Interference by the U.S. Patent and Trademark Office as
interfering with claims in a Harvard University or Columbia University
patent(s) or patent application(s) which is also exclusively licensed by
dt 63315
;
Biogen
As referenced in this Agreement:
Biogen, Inc – Value.
(h) In consideration for the license granted in this Agreement, and in
recognition of ONTOGENY recently entering into a Sublicense
agreement with Biogen, Inc ., ONTOGENY will pay to JOHNS HOPKINS an
additional noncreditable, nonrefundable milestone payment of $[**]
upon signing this Agreement.
(i) In consideration for the
_____________
dt 276366
;
Curis
As referenced in this Agreement:
CURIS INC –
CURIS INC
_____________
dt 1851571
;
|
Columbia University
As referenced in this Agreement:
Columbia University
– pending or
issued claim to bioactive Hedgehog polypeptides issuing from Harvard
University Patents/Applications or Columbia University
Patents/Applications (defined infra); or
(d) incorporates, uses or could not have been manufactured
Columbia University – 2.7 "Sublicense" means any grant of rights under Licensed Patents, Harvard
University Patents/Applications, Columbia University Patents/Applications,
or Licensed Materials
2.8 "Sublicensee" means any party (excluding any corporation, partnership,
"Columbia University – and all foreign patents or patent applications or supplemental
protection certificates corresponding thereto.
2.10 "Columbia University Patents/Applications" means U.S. Patent application
08/202,040, any divisions, continuations, reissues, reexamines,
Columbia University
– expiration of the last patent under the Licensed Patents or
Harvard University Patents/Applications or Columbia University
Patents/Applications of which ONTOGENY would infringe a valid claim
thereof by sale of
Columbia University
– U.S. Patent and Trademark Office as
interfering with claims in a Harvard University or Columbia University
patent(s) or patent application(s) which is also exclusively licensed by
ONTOGENY, JOHNS
dt 63184
;
Foley Hoag
As referenced in this Agreement:
Foley, Hoag – MA 02138
Attention: CEO
Page 1 of 2
{PAGE}
TO ONTOGENY: with a copy to Foley, Hoag & Eliot
One Post Office Square
Boston, MA 02109
Attention: Matthew P. Vincent, Ph.D.
dt 36632
;
More... |
Preview
Full Doc
| 2000 |
Agreement
Agreement (97K)
Doc #288448: Click preview link for longer preview.
Agreement
Effective as of September 26, 1996 ("Effective Date"), The Johns Hopkins
University, a body having corporate powers under the laws of the State of
Maryland ("JOHNS HOPKINS"), the University of Washington (the "UNIVERSITY OF
WASHINGTON"), a body having corporate powers under the laws of the State of
Washington, and Ontogeny Inc., a Delaware corporation having a principal place
of business at 45 Moulton Street, Cambridge, MA 02138 ("ONTOGENY"), agree as
follows:
Article 1
Background
1.1 JOHNS HOPKINS represents and warrants that it is Owner by assignment from
Philip A. Beachy and Jeffrey Porter (both investigators employed by Howard
Hughes Medical Institute ("HHMI")) and HHMI, and that the UNIVERSITY OF
WASHINGTON represents and warrants that it is the Owner by assignment from
Randall T. Moon (also an investigator employed by HHMI) and HHMI of the
entire right, title and interest in the United States and Foreign Patent
Applications ("Hedgehog Patent Applications") set forth in Appendix A, and
in the inventions described and claimed therein ("Invention"), and any
Licensed Patent, defined in Article 2, which may issue to the Invention,
and that JOHNS HOPKINS and the UNIVERSITY OF WASHINGTON have the sole
authority to grant the licenses granted hereunder.
1.2 JOHNS HOPKINS and the UNIVERSITY OF WASHINGTON have certain technical data
and information ("Technology") pertaining to Invention.
1.3 JOHNS HOPKINS and the UNIVERSITY OF WASHINGTON want the Technology and
Invention perfected and marketed in a reasonable period of time in order
that resulting products will be available for public use and benefit.
1.4 ONTOGENY would like to practice the Invention and related Technology, and
is therefore desirous of obtaining a license under Licensed Patent to
develop, manufacture, use, and sell Licensed Product in the area of
therapeutics, diagnostics and research reagents.
- 1 -
{PAGE}
1.5 The Technology and Invention were developed in the course of research
supported by the HHMI in affiliation with each of JOHNS HOPKINS and the
UNIVERSITY OF WASHINGTON.
1.6 JOHNS HOPKINS and the UNIVERSITY OF WASHINGTON agree that all
notifications and payments by ONTOGENY pursuant to this Agreement will be
made to, and accepted by, JOHNS HOPKINS for the benefit of both JOHNS
HOPKINS and the UNIVERSITY OF WASHINGTON.
Article 2
Definitions
2.1 "Licensed Patent(s)" means any U.S. Letters Patent issued upon the
Hedgehog Patent Applications, or upon any divisions, continuations,
reissues, reexamines, extensions, and any claims in continuations-in-part
(CIPs) applications; and any and all foreign patents, extensions and
supplemental protection certificates or patent applications corresponding
thereto. All such divisions, continuations, reissues, reexaminations, CIPs
and foreign applications and patents issuing thereon will be automatically
incorporated in and added to this Agreement. CIP applications shall only
be filed for new matter which supports claims to inventions described in
the Hedgehog Patent Applications and could not be filed in a stand alone,
original patent application.
2.2 "Licensed Materials" means those proprietary materials which are
enumerated in Appendix B, and transferred from JOHNS HOPKINS through
Philip A. Beachy to ONTOGENY pursuant to the terms of this Agreement.
2.3 "Licensed Product" means any product or process in the Licensed Field of
Use, the importation, manufacture, use, offer for sale, or sale of which:
(a) is covered by a valid claim of an issued, unexpired Licensed Patent;
a claim of an issued, unexpired Licensed Patent will be presumed to
be valid unless it has been held to be invalid by a final judgment
of a court of competent jurisdiction where no appeal can be or is
taken; or
- 2 -
{PAGE}
(b) is covered by any claim being prosecuted in a pending application in
Licensed Patents, provided the claim has not been pending for more
than 7 years; or
(c) clauses (a) and (b) notwithstanding, is covered by any pending or
issued claim to bioactive Hedgehog polypeptides issuing from Harvard
University Patents/Applications or Columbia University
Patents/Applications (defined infra); or
(d) incorporates, uses or could not have been manufactured or discovered
but for the use of Licensed Materials or materials covered by
Licensed Patents (including expression products thereof and
antibodies to such polypeptides).
2.4 "Net Sales" means the gross revenue derived by ONTOGENY or affiliate from
sale(s) of Licensed Product to unrelated third parties, less the following
items but only as they actually pertain to the disposition of the Licensed
Product by ONTOGENY or affiliate, are included in the gross revenue, and
are separately billed:
(a) Taxes levied on and/or other governmental charges made as to
production, sales, transportation, delivery or use and paid by or on
behalf of ONTOGENY;
(b) Costs of insurance, packing, and transportation, where separately
invoiced and not paid by the customer, from the place of manufacture
to the customer's premises or point of installation;
(c) Credit for returns, allowances, or trades; and
(d) Trade, quantity or cash discounts and non-affiliated brokers' or
agents' commissions allowed and actually taken.
2.5 "Licensed Field of Use" means (i) human therapeutics for cancer, (ii)
human therapeutics for neurobiology, (iii) human therapeutics for
skeletal, (iv) human therapeutics for all other areas, (v) veterinary
therapeutics, (vi) drug discovery, (vii) in vivo diagnostics, (viii) in
vitro diagnostics, and (ix) research reagents.
288448
|
Harvard
As referenced in this Agreement:
Harvard
University – 7 years; or
(c) clauses (a) and (b) notwithstanding, is covered by any pending or
issued claim to bioactive Hedgehog polypeptides issuing from Harvard
University Patents/Applications or Columbia University
Patents/Applications (defined infra); or
(d) incorporates, uses or could not have been manufactured or discovered
but
_____________
Harvard
University – grant additional
licenses to Licensed Patents in the Licensed Field of Use.
2.7 "Sublicense" means any grant of rights under Licensed Patents, Harvard
University Patents/Applications, Columbia University Patents/Applications,
or Licensed Materials
2.8 "Sublicensee" means any party (excluding any corporation, partnership,
joint venture or
_____________
"Harvard University – 50%) of the shares entitled to vote
for election of directors) to which ONTOGENY has granted Sublicenses
pursuant to this Agreement.
2.9 "Harvard University Patents/Applications" means U.S. Patent applications
08/356,060 and 08/176,427, any divisions, continuations, reissues,
reexamines, extensions, and CIPs
_____________
Harvard University – Licensed Patent issues
covering sale of Licensed Product; or
- 14 -
{PAGE}
(b) the expiration of the last patent under the Licensed Patents or
Harvard University Patents/Applications or Columbia University
Patents/Applications of which ONTOGENY would infringe a valid claim
thereof by sale of Licensed Product.
6.
_____________
Harvard University – Patents are the subject of a
Declaration of Interference by the U.S. Patent and Trademark Office as
interfering with claims in a Harvard University or Columbia University
patent(s) or patent application(s) which is also exclusively licensed by
ONTOGENY, JOHNS HOPKINS and the UNIVERSITY OF
_____________
dt 217205
;
Biogen
As referenced in this Agreement:
Biogen, Inc – Value.
(h) In consideration for the license granted in this Agreement, and in
recognition of ONTOGENY recently entering into a Sublicense
agreement with Biogen, Inc ., ONTOGENY will pay to JOHNS HOPKINS an
additional noncreditable, nonrefundable milestone payment of $[**]
upon signing this Agreement.
(i) In consideration for the
_____________
dt 276463
;
|
Columbia University
As referenced in this Agreement:
Columbia University
– a) and (b) notwithstanding, is covered by any pending or
issued claim to bioactive Hedgehog polypeptides issuing from Harvard
University Patents/Applications or Columbia University
Patents/Applications (defined infra); or
(d) incorporates, uses or could not have been manufactured or discovered
but for the use of Licensed
_____________
Columbia University – Licensed Patents in the Licensed Field of Use.
2.7 "Sublicense" means any grant of rights under Licensed Patents, Harvard
University Patents/Applications, Columbia University Patents/Applications,
or Licensed Materials
2.8 "Sublicensee" means any party (excluding any corporation, partnership,
joint venture or entity in which Ontogeny directly
_____________
"Columbia University – CIPs thereof, and patents issuing therefrom
and any and all foreign patents or patent applications or supplemental
protection certificates corresponding thereto.
2.10 "Columbia University Patents/Applications" means U.S. Patent application
08/202,040, any divisions, continuations, reissues, reexamines,
extensions, and CIPs thereof, and patents issuing therefrom
_____________
Columbia University
– of Licensed Product; or
- 14 -
{PAGE}
(b) the expiration of the last patent under the Licensed Patents or
Harvard University Patents/Applications or Columbia University
Patents/Applications of which ONTOGENY would infringe a valid claim
thereof by sale of Licensed Product.
6.6 ONTOGENY will calculate royalties
_____________
Columbia University
– subject of a
Declaration of Interference by the U.S. Patent and Trademark Office as
interfering with claims in a Harvard University or Columbia University
patent(s) or patent application(s) which is also exclusively licensed by
ONTOGENY, JOHNS HOPKINS and the UNIVERSITY OF WASHINGTON agree to
_____________
dt 217116
;
Foley Hoag
As referenced in this Agreement:
Foley, Hoag – TO ONTOGENY: Ontogeny, Inc.
45 Moulton Street
Cambridge, MA 02138
Attention: CEO
Page 1 of 2
{PAGE}
TO ONTOGENY: with a copy to Foley, Hoag & Eliot
One Post Office Square
Boston, MA 02109
Attention: Matthew P. Vincent, Ph.D.
3. Except as expressly amended by this Amendment
_____________
dt 217064
|
Preview
Full Doc
| 2003 |
Agreement and Plan of Merger
Agreement and Plan of Merger (779K)
Doc #185378: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
SOUTHERN SOFTWARE GROUP, INC.,
SSGI ACQUISITION CORP.
AND
SECURED SERVICES, INC.
{PAGE}
TABLE OF CONTENTS
Page
ARTICLE I
MERGER OF NEWCO WITH AND INTO SSI 2
1.1 Merger and Surviving Corporation 2
1.2 Effectiveness of the Merger 2
1.3 Conversion of Newco Stock and SSI Stock 2
1.4 Effect of Merger 4
1.5 Directors and Officers of the Surviving Corporation 4
ARTICLE II
CONDITIONS PRECEDENT TO THE MERGER 5
2.1 Conditions Precedent to the Merger 5
2.2 Further Assurances 5
2.3 Authority to Change Name; Designation of Series A
Convertible Preferred Stock 5
2.4 Rule 701 Shares 5
2.5 SSI Employee Stock Option Plan 6
2.6 "Piggy Back" Registration Rights 6
2.7 Resignations of Present Directors and Executive
Officers and Designation Of New Directors and Executive
Officer 6
2.8 Assets and Liabilities of SSGI at Closing 7
ARTICLE III
REPRESENTATIONS AND WARRANTIES 7
3.1 Representations and Warranties of SSGI 7
3.2 Representations and Warranties of SSI 13
3.3 Omitted
ARTICLE IV
COVENANTS 17
4.1 17
4.2 18
ARTICLE V
CERTAIN COVENANTS 19
5.1 Directors' Meeting 19
5.2 Conduct of Business Pending the Reorganization 19
5.3 Disclosure 19
5.4 Omitted
5.5 Access 19
5.6 No Solicitation 20
{PAGE}
ARTICLE VI
CONDITIONS 20
6.1 Conditions to the Obligations of SSI 20
6.2 Conditions to the Obligations of SSGI 21
ARTICLE VII
OMITTED
ARTICLE VIII
CLOSING DATE 22
8.1 22
ARTICLE IX
OMITTED
ARTICLE X
MISCELLANEOUS 23
10.1 Termination 23
10.2 Expenses 23
10.2A Non Survival 23
10.3 Brokers 23
10.4 Arbitration 23
10.5 Other Actions 24
10.6 Entire Agreement; Waiver and Amendment 24
10.7 Applicable Law 24
10.8 Descriptive Headings 24
10.9 Notices 24
10.10 Counterparts 25
10.11 Publicity 25
10.12 Gender; Number 25
10.13 Schedules 25
10.14 Binding Effect 25
{PAGE}
EXECUTION VERSION
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of July 7,
2003 (the "Execution Date") but effective as of July 1, 2003 (the "Effective
Date"), among SOUTHERN SOFTWARE GROUP, INC., a Delaware corporation ("SSGI"),
SSGI ACQUISITION CORP., a Delaware corporation ("Newco"), and SECURED
SERVICES, INC., a Delaware corporation ("SSI").
W I T N E S S E T H:
WHEREAS, contemporaneous with the execution of this Agreement, SSI is
entering into an agreement, which, upon the Merger described below, will be
effective as of the Effective Date, to acquire certain assets of Dolfin.com,
Inc. ("Dolfin") through the issuance of its stock, a copy of which agreement
is annexed hereto as Exhibit A (the "Dolfin Acquisition"); and
WHEREAS, contemporaneous with the execution of this Agreement, SSI is
entering into an agreement, which, upon the Merger described below, will be
effective as of the Effective Date, to acquire the operating assets related to
the VACMAN Enterprise product line of Vasco Data Security International, Inc.
("VASCO") through the issuance of its stock and a senior secured note in favor
of VASCO, a copy of which agreement is annexed hereto as Exhibit B (the
"VACMAN Acquisition"); and
WHEREAS, SSI is contemplating issuing shares of its common stock pursuant
to a private offering described in Exhibit C (the "Financing"); and
WHEREAS, the closing of the Dolfin Acquisition, the VACMAN Acquisition
and the Financing are all being effected as of the Effective Date and are
closing contemporaneously with the closing of the Merger described below; and
WHEREAS, the respective Boards of Directors of each of SSGI, Newco and
SSI deem it desirable and in the best interests of their respective
corporations and stockholders that Newco merge with and into SSI (the
"Merger") in accordance with this Agreement and the applicable laws of the
State of Delaware;
WHEREAS, Newco is a wholly owned subsidiary of SSGI; and
WHEREAS, for federal income tax purposes, it is intended that the Merger
qualify as a reorganization under Section 368(a)(1)(A) and 368(a)(2)(E) of the
Internal Revenue Code of 1986, as amended (the "Code").
NOW, THEREFORE, the parties hereby agree as follows:
ARTICLE I
MERGER OF NEWCO WITH AND INTO SSI
1.1 Merger and Surviving Corporation.
(a) Pursuant to the applicable law of the State of Delaware, Newco
shall merge with and into SSI, and SSI shall be the surviving corporation
after the Merger (the "Surviving Corporation") and shall continue to exist
under the provisions of the General Corporation Law of the State of Delaware
("GCL"). The name of the Surviving Corporation shall be SecureD Services, Inc.
The separate existence of Newco shall cease upon the Merger Effective Date (as
defined below).
(b) The Certificate of Incorporation of SSI shall from and after the
Merger Effective Date, be the Certificate of Incorporation of the Surviving
Corporation, whose name shall be changed to SSI Operating Corp., until amended
in accordance with the GCL.
(c) The By-Laws of SSI shall, from and after the Merger Effective
Date, be the By-Laws of the Surviving Corporation, until altered or amended in
accordance with the GCL.
1.2 Effectiveness of the Merger. In the event that all of the
conditions precedent to the obligations of each of the parties hereto as
hereinafter set forth shall either have been satisfied or waived, a
Certificate of Merger under the applicable provisions of the GCL (the "Merger
Certificate"), shall be delivered for filing on the Closing Date (as defined
below) to the Secretary of State of Delaware and shall become effective upon
the acceptance of the filing of such Merger Certificate by said Secretary of
State, which date shall be the "Merger Effective Date" for purposes of this
Agreement and which date shall be as soon as practicable after the Closing.
1.3 Conversion of Newco Stock and SSI Stock. The manner and basis of
converting the shares of capital stock of Newco and SSI shall be as follows:
(a) Each of the issued and outstanding shares of common stock of Newco
(the "Newco Stock"), issued and outstanding at the Merger Effective Date and
all rights with respect thereto shall, by reason of and simultaneous with the
Merger and without any action on the part of Newco, be converted into and
shall become one share of the Surviving Corporation's common stock, $0.001 par
value. For the avoidance of doubt, any share of Newco Stock converted
pursuant to this Section 1.3(a) shall not be subsequently converted into an
SSGI Common Share.
(b)(i) Each share of common stock of SSI, par value $0.001 per
share (the "SSI Common Shares") issued and outstanding at
the Merger Effective Date shall by reason of and
simultaneous with the Merger and without any action on the
part of the holder thereof except with respect to any
Dissenting Shares (as defined in Section 1.3(b)(iii) below)
be cancelled and converted into the right to receive one
share of SSGI common stock, par value $0.0001 per share (the
"SSGI Common Shares").
(ii) Each share of Series A Convertible Preferred Stock of SSI,
par value $0.001 per share (the "SSI Convertible Preferred
Shares" and, collectively with the SSI Common Shares, the
"SSI Shares"), issued and outstanding at the Merger
Effective Date shall by reason of and simultaneous with the
Merger and without any action on the part of the holder
thereof be converted into the right to receive one share of
SSGI Series A Convertible Preferred Stock, par value $0.0001
per share (the "SSGI Convertible Preferred Shares").
(iii) Any SSI Shares constituting Dissenting Shares as of the
Closing Date shall not be converted into or represent the
right to receive SSGI Common Shares or SSGI Convertible
Preferred Shares, as the case may be, but shall be entitled
only to receive payment for such Dissenting Shares in
accordance with the provisions of Section 262 of the GCL,
provided that the holder of such Dissenting Shares shall
comply with each of the requirements and procedures set
forth therein. If any holder of Dissenting Shares shall
effectively withdraw or lose his rights as a dissenting
shareholder under such provisions, then such Dissenting
Shares shall be converted into the right to receive SSI
Shares in accordance with the provisions of this Section
1.3. For purposes hereof, "Dissenting Shares" shall mean
any SSI Shares issued pursuant to the Dolfin Acquisition,
the VACMAN Acquisition, the Financing or otherwise
subsequent to the Effective Date and outstanding as of the
Closing Date as to which the holder thereof has complied
with each of the requirements and procedures for dissenting
shareholders set forth in Section 262 of the GCL in order to
be entitled to receive payment for such shares.
(iv) Immediately following the Merger Effective Date, each holder
of certificates evidencing SSI Shares (other than any
Dissenting Shares), upon the surrender of such certificates
to SSGI, properly endorsed, shall be entitled to receive a
certificate registered in the name of such holder for a like
number of SSGI Common Shares or SSGI Convertible Preferred
Shares, as the case may be, pursuant to the conversion
formula set forth in Section 1.3(b)(i).
(v) All rights with respect to SSI Shares shall cease and
terminate at the Merger Effective Date, notwithstanding that
any certificates evidencing said shares shall not have been
surrendered to SSGI, and the holders of said shares shall
have no interest in or claims against the Surviving
Corporation, except for the right to receive SSGI Common
Shares or SSGI Convertible Preferred Shares (collectively,
the "SSGI Shares") in accordance with the terms hereof.
185378
|
Harvard
As referenced in this Agreement and Plan of Merger:
Harvard College
– at Genesis Imaging
on behalf of Operation Desert Storm. Dr. Fox holds an AB from Harvard College
and a Ph.D. in theoretical physics from Cornell University.
Mr. John Day, 58,
dt 64384
;
Computer
As referenced in this Agreement and Plan of Merger:
Computer Services Inc. – the meaning assigned to it
in Section 2.1
1.12. Financial Statements shall have the meaning assigned
to it in Section 5.6.
1.13. Galaxy shall mean Galaxy Computer Services Inc. , a
Delaware Corporation.
1.14. Intellectual Property shall mean, collectively, (a)
all inventions (whether patentable or unpatentable and whether or not reduced
to practice), all improvements thereto, and all
_____________
Computer Services, Inc. – the integration of Quantum's operations into Mastech's
corporate structure.
Dr. John Fox, 57, Executive Vice President Sales and Marketing. Dr. Fox
currently serves President and CEO of Galaxy Computer Services, Inc. He brings
strong management and leadership skills to the Company. He served as
President, FFC Technologies, a technology assessment services and equipment
brokerage company. He was also Chief Operating
_____________
dt 1322561
;
Goldcorp
As referenced in this Agreement and Plan of Merger:
Goldcorp – premises located at 1175 North Service Road, Suite 214, Oakville, Ontario.
Master Services Agreement with Goldcorp Inc., dated Dec. 12, 2001 for
consulting services.
Master Services Agreement with Laurel Steel, dated
dt 26310
;
|
VASCO Data
As referenced in this Agreement and Plan of Merger:
Vasco Data Security International, Inc. – into an agreement, which, upon the Merger described below, will be
effective as of the Effective Date, to acquire the operating assets related to
the VACMAN Enterprise product line of Vasco Data Security International, Inc.
("VASCO") through the issuance of its stock and a senior secured note in favor
of VASCO, a copy of which agreement is annexed hereto as Exhibit B (the
"VACMAN
_____________
VASCO Data Security International,
Inc. – Southern Software Group, Inc., a
publicly held Delaware corporation.
1.25. SSI Financial Statements shall have the meaning
assigned to it in Section 4.3.
1.26. VASCO shall mean VASCO Data Security International,
Inc. , a publicly held Delaware corporation.
ARTICLE 2
SALE AND PURCHASE OF ASSETS;
CONSIDERATION; ASSUMPTION OF LIABILITIES
2.1. Agreement to Sell and Purchase Assets Subject to the
terms and
_____________
Vasco Data Security International, Inc. – LAW
The undersigned, being all the directors (the "Board") of SecureD
Services, Inc. ("Corporation") hereby take the following action and adopt the
following resolutions:
I. Approval of the Transaction with Vasco Data Security International, Inc.
RESOLVED that, the Corporation's Board hereby authorizes, approves
and ratifies the execution, delivery and performance of (i) the
Asset Purchase Agreement between the Corporation and Vasco Data
Security
_____________
Vasco Data
Security International, Inc. – Data Security International, Inc.
RESOLVED that, the Corporation's Board hereby authorizes, approves
and ratifies the execution, delivery and performance of (i) the
Asset Purchase Agreement between the Corporation and Vasco Data
Security International, Inc. ("VASCO") (the "Vasco Purchase
Agreement") attached hereto as Exhibit A, with such changes
thereto as the officer of this Corporation executing such
agreement, deems appropriate, all as indicated by
_____________
VASCO DATA SECURITY INTERNATIONAL, INC. – time as
appropriate, the Purchase Agreement, and the Ancillary Agreements, and any
other documents, certificates and instruments contemplated thereby or hereby.
{PAGE}
EXHIBIT B
ASSET PURCHASE AGREEMENT
BY AND BETWEEN
VASCO DATA SECURITY INTERNATIONAL, INC. ,
AS SELLER
AND
SECURED SERVICES, INC.
AS PURCHASER
Dated July 7, 2003
Effective July 1, 2003
{PAGE}
TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1. 3M Contract. . . . . . . . . . . . . . . . . . . . . . . . . . . .
_____________
dt 1548213
;
Cornell
As referenced in this Agreement and Plan of Merger:
Cornell University. – Fox holds an AB from Harvard College
and a Ph.D. in theoretical physics from Cornell University.
Mr. John Day, 58, Chief Financial Officer. Mr. Day's career has covered all
dt 63227
;
More... |
Preview
Full Doc
| 2001 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (179K)
Doc #303713: Click preview link for longer preview.
AGREEMENT AND PLAN OF REORGANIZATION
by and among
DISCOVERY PARTNERS INTERNATIONAL, INC.,
DPI PATENTS, INC.,
and
XENOMETRIX, INC.
dated February 27, 2001
--------------------------------------------------------------------------------
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TABLE OF CONTENTS
{TABLE}
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Article I Definitions.......................................................................1
1.1 Defined Terms.........................................................1
1.2 Construction of Certain Terms and Phrases.............................7
Article II The Merger.......................................................................7
2.1 The Merger............................................................7
2.2 Effective Time........................................................7
2.3 Effect of the Merger..................................................7
2.4 Certificate of Incorporation; Bylaws..................................7
2.5 Directors and Officers................................................8
2.6 Effect on Capital Stock/Merger Consideration..........................8
2.7 Dissenters' Rights....................................................9
2.8 Exchange Procedure....................................................9
2.9 Additional Escrow and Indemnity Provisions...........................10
2.10 Closing..............................................................11
Article III Representations and Warranties of the Company..................................13
3.1 Organization of the Company..........................................13
3.2 Company Capital Structure............................................13
3.3 Ownership of Company Convertible Securities..........................14
3.4 Authority of the Company.............................................14
3.5 No Affiliates........................................................14
3.6 No Conflicts.........................................................14
3.7 Consents and Governmental Approvals and Filings......................15
3.8 Books and Records....................................................15
3.9 SEC Filings; Company Financial Statements............................15
3.10 Absence of Changes...................................................16
3.11 No Undisclosed Liabilities...........................................18
3.12 Tangible Personal Property...........................................18
3.13 Benefit Plans; ERISA.................................................18
3.14 Real Property........................................................20
3.15 Intellectual Property Rights.........................................20
3.16 Proprietary Information of Third Parties.............................23
3.17 Litigation...........................................................23
3.18 Compliance with Law..................................................24
3.19 Contracts............................................................24
3.20 Environmental Matters................................................25
3.21 Inventory............................................................27
3.22 Accounts Receivable..................................................27
3.23 Restrictions on Business Activities..................................27
3.24 Insurance............................................................27
3.25 Tax Matters..........................................................27
3.26 Labor and Employment Relations.......................................29
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3.27 Certain Employees....................................................29
3.28 Change of Control Payments...........................................29
3.29 Customers............................................................29
3.30 Proxy Statement......................................................30
3.31 Bank Accounts........................................................30
3.32 Permits..............................................................30
3.33 Third Party Consents.................................................30
3.34 Brokers..............................................................31
3.35 Board Approval.......................................................31
3.36 Material Misstatements and Omissions.................................31
Article IV Representations and Warranties of Parent and Acquisition Co.....................31
4.1 Organization.........................................................31
4.2 Authority............................................................31
4.3 Litigation...........................................................31
4.4 Reports and Financial Statements.....................................31
4.5 Brokers..............................................................32
Article V Covenants........................................................................32
5.1 Operation of Business Prior to Effective Time........................32
5.2 Proxy Statement......................................................36
5.3 Meeting of Stockholders..............................................36
5.4 No Solicitation or Negotiation.......................................36
5.5 Access to Information................................................36
5.6 Public Announcements; Company Literature.............................36
5.7 Notification of Certain Matters......................................37
5.8 Satisfaction of Conditions to Closing................................37
5.9 Fees and Expenses....................................................37
5.10 Confidentiality......................................................37
5.11 Voting Agreements....................................................37
Article VI Conditions to Consummation of the Merger........................................38
6.1 Conditions to Each Party's Obligations to Effect the Merger..........38
6.2 Conditions to the Obligations of the Company.........................38
6.3 Conditions to the Obligations of Parent and Acquisition Co...........38
Article VII Termination; Amendment; Waiver.................................................40
7.1 Termination..........................................................40
7.2 Effect of Termination................................................40
7.3 Amendment............................................................41
7.4 Break-Up Fee.........................................................41
7.5 Extension; Waiver....................................................41
Article VIII Actions by the Parties After the Closing......................................42
8.1 Survival of Representations, Warranties, Etc.........................42
{/TABLE}
ii
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TABLE OF CONTENTS (Continued)
{TABLE}
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8.2 Indemnification......................................................42
8.3 Indemnity Escrow Account.............................................45
8.4 Further Assurances...................................................45
Article IX Miscellaneous...................................................................45
9.1 Notices..............................................................45
9.2 Entire Agreement.....................................................47
9.3 Waiver...............................................................47
9.4 Amendment............................................................47
9.5 No Third Party Beneficiary...........................................47
9.6 No Assignment; Binding Effect........................................47
9.7 Headings.............................................................47
9.8 Severability.........................................................47
9.9 Governing Law........................................................47
9.10 Arbitration and Venue................................................47
9.11 Construction.........................................................48
9.12 Counterparts.........................................................48
{/TABLE}
iii
{PAGE} 5
SCHEDULES AND EXHIBITS
Schedules
Schedule 1 Parties entering into a Voting Agreement
Company Disclosure Schedule
Exhibits
Exhibit A - Certificate of Merger
Exhibit B - Certificate of Incorporation of the Surviving Corporation
Exhibit C - Bylaws of the Surviving Corporation
Exhibit D - Escrow Agreement
Exhibit E - Opinion of Counsel to Parent
Exhibit F Form of Employment Agreement
Exhibit G - Company Officer's Certificate
Exhibit H - Company Secretary Certificate
Exhibit I - Opinion of Counsel to Company
Exhibit J-1 - Parent Officer's Certificate
Exhibit J-2 Acquisition Co. Officer's Certificate
Exhibit K-1 - Parent Secretary Certificate
Exhibit K-2 Acquisition Co. Secretary Certificate
Exhibit L - Form of License Agreement
Exhibit M - Form of Voting Agreement
Exhibit N - Certificate of Officer of Company
iv
{PAGE} 6
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (this "Agreement") is made and
entered into as of February 27, 2001, by and among Discovery Partners
International, Inc., a Delaware corporation ("Parent"), DPI Patents, Inc., a
Delaware corporation and a wholly-owned subsidiary of Parent ("Acquisition
Co."), and Xenometrix, Inc., a Delaware corporation (the "Company").
RECITALS
A. Upon the terms and subject to the conditions of this Agreement and in
accordance with the Delaware General Corporation Law (the "DGCL"), Parent and
the Company will enter into a business combination transaction pursuant to which
Acquisition Co. will merge with and into the Company (the "Merger").
B. The Board of Directors of Parent (i) has determined that the Merger
is consistent with and in furtherance of the long-term business strategy of
Parent and fair to, and in the best interests of, Parent and its stockholders,
and (ii) has approved this Agreement, the Merger and the other transactions
contemplated by this Agreement.
C. The Board of Directors of the Company (i) has determined that the
Merger is consistent with and in furtherance of the long-term business strategy
of the Company and fair to, and in the best interests of, the Company and its
stockholders and (ii) has approved this Agreement, the Merger and the other
transactions contemplated by this Agreement.
D. Parent, Acquisition Co. and the Company desire to make certain
representations and warranties and other agreements in connection with the
Merger.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and promises contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.1 DEFINED TERMS. As used in this Agreement, the following defined
terms have the meanings indicated below:
"Acquisition Co." has the meaning set forth in the first paragraph of
this Agreement.
"Actions or Proceedings" means any action, suit, proceeding,
arbitration, Order (as defined below), inquiry, hearing, assessment with respect
to fines or penalties or litigation (whether civil, criminal, administrative,
investigative or informal) commenced, brought, conducted or heard by or before,
or otherwise involving, any Governmental or Regulatory Authority (as defined
below).
{PAGE} 7
"Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with such Person.
"Affiliated Group" means a group of corporations with which the Company
has filed (or was required to file) consolidated, combined, unitary or similar
Tax Returns.
"Affiliated Period" means any period in which the Company was a member
of an Affiliated Group.
"Aggregate Net Exercise Price" has the meaning set forth in Section
6.3(j).
"Agreement" has the meanings set forth in the first paragraph of this
Agreement and in Section 2.2.
"Assets and Properties" and "Assets or Properties" of any Person each
means all assets and properties of every kind, nature, character and description
(whether real, personal or mixed, whether tangible or intangible, whether
absolute, accrued, contingent, fixed or otherwise and wherever situated),
including the goodwill related thereto, operated, owned or leased by such
Person, including, without limitation, cash, cash equivalents, accounts and
notes receivable, chattel paper, documents, instruments, general intangibles,
real estate, equipment, inventory, goods and Intellectual Property.
"Benefit Plan" means any Plan established, arranged or maintained by the
Company or any corporate group of which the Company is or was a member, existing
at the Closing Date or prior thereto, to which the Company contributes or has
contributed, or under which any employee, officer, director or former employee,
officer or director of the Company or any beneficiary thereof is covered, is
eligible for coverage or has benefit rights.
"Books and Records" of any Person means all files, documents,
instruments, papers, books, computer files (including but not limited to files
stored on a computer's hard drive or on floppy disks), electronic files and
records in any other medium relating to the business, operations or condition of
such Person.
"Business Day" means a day other than Saturday, Sunday or any day on
which banks located in the State of California are authorized or obligated to
close.
"Cash Consideration" has the meaning set forth in Section 2.6(a).
"Certificate of Merger" has the meaning set forth in Section 2.2.
"Closing" has the meaning set forth in Section 2.10(a).
"Closing Date" has the meaning set forth in Section 2.10(a).
"Code" means the Internal Revenue Code of 1986, as amended.
"Company" has the meaning set forth in the first paragraph of this
Agreement.
2
{PAGE} 8
"Company Common Stock" has the meaning set forth in Section 3.2(a) of
this Agreement.
"Company Convertible Securities" has the meaning set forth in Section
3.2(b).
"Company Disclosure Schedule" means the disclosure schedule delivered to
Parent immediately prior to the execution of this Agreement, which sets forth
the exceptions to the representations and warranties contained in Article 3
hereof and certain other information called for by this Agreement.
"Company Financial Statements" has the meaning set forth in Section
3.9(c) of this Agreement.
"Company Stockholders" means all holders of Outstanding Company Common
Stock.
"Company Stock Option Plans" has the meaning set forth in Section
2.6(b)(iii) of this Agreement.
"Copyrights" has the meaning set forth in the definition of
"Intellectual Property."
"Damages" has the meaning set forth in Section 8.2(a).
"Defined Benefit Plan" means each Benefit Plan which is subject to Part
3 of Title I of ERISA, Section 412 of the Code or Title IV of ERISA.
"DGCL" has the meaning set forth in the first recital of this Agreement.
"Dissenting Shares" has the meaning set forth in Section 2.7.
"Dissenting Stockholders" has the meaning set forth in Section 2.7.
303713
|
Harvard
As referenced in this Agreement and Plan of Reorganization:
Fellows of Harvard – any state, county, city or other political
subdivision.
"Harvard License" means that certain License Agreement dated September
1, 2000 between the President and Fellows of Harvard College and the Company.
"Inbound License Agreements" has the meaning set forth in Section
3.15(f).
"Indemnity Escrow Amount" has the
_____________
dt 273396
;
DPI
As referenced in this Agreement and Plan of Reorganization:
DISCOVERY PARTNERS INTERNATIONAL, – 2
{FILENAME}a72272ex2-4.txt
{DESCRIPTION}EXHIBIT 2.4
{TEXT}
{PAGE} 1
EXHIBIT 2.4
--------------------------------------------------------------------------------
AGREEMENT AND PLAN OF REORGANIZATION
by and among
DISCOVERY PARTNERS INTERNATIONAL, INC.,
DPI PATENTS, INC.,
and
XENOMETRIX, INC.
dated February 27, 2001
--------------------------------------------------------------------------------
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
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{S} {C}
Article
_____________
Discovery Partners
International, – OF REORGANIZATION
This Agreement and Plan of Reorganization (this "Agreement") is made and
entered into as of February 27, 2001, by and among Discovery Partners
International, Inc., a Delaware corporation ("Parent"), DPI Patents, Inc., a
Delaware corporation and a wholly-owned subsidiary of Parent ("Acquisition
Co."), and Xenometrix,
_____________
Discovery Partners International, – Floor
San Francisco, California 94104
Facsimile No. (415) 837-1516
Attention: Roger S. Mertz, Esq.
If to Parent, Acquisition Co., or Surviving Corporation:
Discovery Partners International, Inc.
9640 Towne Centre Drive
San Diego, CA 92121
Facsimile No: (858) 455-8088
Attention: Chief Executive Officer
with copies to:
Brobeck,
_____________
DISCOVERY PARTNERS INTERNATIONAL, – has been duly executed and delivered
by the parties hereto, by their respective duly authorized officers, as of the
date first above written.
DISCOVERY PARTNERS INTERNATIONAL, INC,
a Delaware corporation
By: /S/ Jack Fitzpatrick
Name: Jack Fitzpatrick
Title: Chief Financial Officer
DPI PATENTS, INC.,
a Delaware Corporation
By: /
_____________
dt 282905
;
 Wells Fargo Bank
As referenced in this Agreement and Plan of Reorganization:
Wells Fargo Bank, Na – Closing Date in accordance with the
terms and provisions hereof and an Escrow Agreement among Parent, the
Stockholder Representatives (as defined below) and Wells Fargo Bank, Na tional
Association (the "Escrow Agent") in the form attached hereto as Exhibit D (the
"Escrow Agreement"). Any and all claims, actions, or losses
_____________
dt 272138
;
|
Brobeck Phleger
As referenced in this Agreement and Plan of Reorganization:
Brobeck, Phleger – 10 CLOSING.
(a) Time and Place. The consummation of the Merger under this
Agreement (the "Closing") shall take place at the offices of Brobeck, Phleger &
Harrison LLP, 12390 El Camino Real, San Diego, California 92130, at 10:00 a.m.
on May 1, 2001, or at such
_____________
Brobeck, Phleger – Acquisition Co., respectively, and the consummation of
the transactions contemplated hereby and (B) incumbency matters; and
12
{PAGE} 18
(E) an opinion of Brobeck, Phleger & Harrison LLP,
counsel to Parent, substantially in the form attached hereto as Exhibit E.
(ii) to the Exchange Agent, the Cash Consideration
_____________
Brobeck, Phleger – Partners International, Inc.
9640 Towne Centre Drive
San Diego, CA 92121
Facsimile No: (858) 455-8088
Attention: Chief Executive Officer
with copies to:
Brobeck, Phleger & Harrison LLP
12390 El Camino Real
San Diego, CA 92130
Facsimile No.: (858) 720-2555
Attention: Hayden J. Trubitt, Esq.
All such
_____________
dt 270900
;
DPI Patents, Inc.;
Xenometrix, Inc.
|
Preview
Full Doc
| 2000 |
Agreement and Plan of Merger
Agreement and Plan of Merger (181K)
Doc #1356183: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of June 7, 2000 (herein
together with the Appendices, Schedules and Exhibits attached hereto, referred
to as the "Agreement") by and among TOWN SPORTS INTERNATIONAL, INC., a New York
corporation ("TSI"), TSI/HDC, INC., a Massachusetts corporation and a
wholly-owned subsidiary of TSI ("TSI Sub"), and HEALTH DEVELOPMENT CORPORATION,
a Massachusetts corporation (the "Company"). Certain terms used in this
Agreement shall have the meanings . . .
1356183
|
Harvard
As referenced in this Agreement and Plan of Merger:
Harvard
University – xii) except for (A) the exercise of options to purchase
Company Stock, as contemplated by Section 2.1.3, (B) the entering
into of a management and consulting agreement with Harvard
University to manage a fitness center owned by Harvard University
(which will nonetheless require the prior written approval of TSI),
and (C) the entering into an agreement with the owner
_____________
Harvard University – purchase
Company Stock, as contemplated by Section 2.1.3, (B) the entering
into of a management and consulting agreement with Harvard
University to manage a fitness center owned by Harvard University
(which will nonetheless require the prior written approval of TSI),
and (C) the entering into an agreement with the owner of the North
Point Club in which the Company,
_____________
Fellows of Harvard – of the following agreements
with third parties for the management and operation of health club facilities:
(i) that certain management agreement, dated as of October 1,
1989, between President and Fellows of Harvard College, as owner (the "Harvard
Owner"), and the Company, as manager, as amended by certain letter agreements
dated October 1, 1989, September 21, 1993 and February 19, 1996, with
_____________
Fellows of Harvard – Clubs" means, the following health club facilities currently
managed by the Company in accordance with the applicable Club Management
Agreement:
(i) the health club facility owned by the President and
Fellows of Harvard College, located at 70 North Harvard Street, in Boston,
Massachusetts, as set forth in the Shad Hall Management Agreement (the "Shad
Hall Club"),
(ii) the health club facility owned
_____________
dt 1702950
;
| |
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| 2003 |
Agreement and Plan of Merger
Agreement and Plan of Merger (780K)
Doc #1391058: Click preview link for longer preview.
<TEXT>
<PAGE>
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
SOUTHERN SOFTWARE GROUP, INC.,
SSGI ACQUISITION CORP.
AND
SECURED SERVICES, INC.
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
MERGER OF NEWCO WITH AND INTO SSI . . .
1391058
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Harvard
As referenced in this Agreement and Plan of Merger:
Harvard College
– 1991, Dr. Fox was
awarded a Letter of Commendation by NSA for the work done at Genesis Imaging
on behalf of Operation Desert Storm. Dr. Fox holds an AB from Harvard College
and a Ph.D. in theoretical physics from Cornell University.
Mr. John Day, 58, Chief Financial Officer. Mr. Day's career has covered all
aspects of Financial and Information
_____________
dt 1702959
;
|
Cornell
As referenced in this Agreement and Plan of Merger:
Cornell University. – NSA for the work done at Genesis Imaging
on behalf of Operation Desert Storm. Dr. Fox holds an AB from Harvard College
and a Ph.D. in theoretical physics from Cornell University.
Mr. John Day, 58, Chief Financial Officer. Mr. Day's career has covered all
aspects of Financial and Information Management on an International scope.
His background includes holding senior
_____________
dt 1707364
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| 2006 |
Annual Information Form
Annual Information Form (292K)
Doc #975585: Click preview link for longer preview.
BARRICK GOLD CORPORATION
BCE Place
Canada Trust Tower, Suite 3700
P.O. Box 212
161 Bay Street
Toronto, Ontario
M5J 2S1
ANNUAL INFORMATION FORM
For the year ended December 31, 2005
Dated as of March 30, 2006
BARRICK GOLD CORPORATION
ANNUAL INFORMATION FORM
TABLE OF CONTENTS
GLOSSARY OF TERMS
3
REPORTING CURRENCY AND FINANCIAL INFORMATION
8
. . .
975585
|
Harvard
As referenced in this Annual Information Form:
Harvard University – of the American Petroleum
Institute’s general committee on finance. Mr.
Shapiro holds an undergraduate degree from
Union College and a master’s degree in business
administration from Harvard University .
Participation on Other Audit Committees
Barrick does not restrict the number of other audit committees on which members of its Audit
Committee may serve. P.A. Crossgrove currently serves
_____________
dt 1702938
;
Columbia University
As referenced in this Annual Information Form:
Columbia
University. – a trustee of Cineplex Galaxy Trust.
Mr. Beck holds an undergraduate degree and law
degree from the University of British Columbia
and a master’s degree in law from Columbia
University. He was called to the bar of
British Columbia and Ontario, and appointed
Queen’s Counsel in 1971.
Peter A. Crossgrove, 69
Toronto, Ontario, Canada
Mr. Crossgrove is
_____________
dt 1713960
;
Citigroup Global
As referenced in this Annual Information Form:
Citigroup
Global Markets Inc – set out below is a description of Barrick’s
material contracts as at December 31, 2005.
On March 6, 2003, Placer Dome entered into a Registration Rights Agreement with Citigroup
Global Markets Inc ., J.P. Morgan Securities Inc. and Morgan Stanley and Co. Incorporated in
connection with the issuance by Placer Dome of US$200,000,000 principal amount of 6.375%
_____________
dt 1710516
;
|
DB Trust
As referenced in this Annual Information Form:
Deutsche Bank
Trust Co – purchasers of the debentures were provided with registration
rights as set forth in the Agreement.
On March 6, 2003, Placer Dome entered into an Indenture (the “Indenture”) with Deutsche Bank
Trust Co mpany Americas in connection with the issuance of senior debt securities.
On March 6, 2003, Placer Dome entered into a First Supplemental Indenture with Deutsche Bank
Trust Company Americas in
_____________
Deutsche Bank
Trust Co – Indenture”) with Deutsche Bank
Trust Company Americas in connection with the issuance of senior debt securities.
On March 6, 2003, Placer Dome entered into a First Supplemental Indenture with Deutsche Bank
Trust Co mpany Americas in connection with the issuance and sale by Placer Dome of $200,000,000
principal amount of 6.375% debentures on March 6, 2003. This First Supplemental Indenture,
_____________
Deutsche
Bank Trust Co – set out the terms and conditions pertaining to the
$200,000,000 principal amount 6.375% debentures.
On October 10, 2003, Placer Dome entered into a Second Supplemental Indenture with Deutsche
Bank Trust Co mpany Americas in connection with the issuance and sale by Placer Dome of $300,000,000
principal amount of 6.45% debentures on October 10, 2003. This Second Supplemental Indenture,
_____________
Deutsche
Bank Trust Co – set out the terms and conditions pertaining to the
$300,000,000 principal amount 6.45% debentures.
On October 10, 2003, Placer Dome entered into a Third Supplemental Indenture with Deutsche
Bank Trust Co mpany Americas in connection with the issuance and sale by Placer Dome of $230,000,000
principal amount of 2.75% convertible debentures on October 10, 2003. This Third Supplemental
_____________
dt 1719900
;
JPMorgan Chase
As referenced in this Annual Information Form:
JPMorgan Chase Bank. – pertaining to
the $230,000,000 principal amount 2.75% convertible debentures.
On November 12, 2004, Barrick entered into an Indenture with Barrick Gold Inc., Barrick Gold
Finance Company and JPMorgan Chase Bank. Pursuant to such Indenture, (a) Barrick issued
$200,000,000 principal amount of 5.80% notes due 2034 (the “Barrick 2034 Notes”), (b) Barrick Gold
Finance Company
_____________
dt 1730073
|
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| 2006 |
Annual Information Form
Annual Information Form (162K)
Doc #1072066: Click preview link for longer preview.
Exhibit 99.1
March 1, 2006
NOVA Chemicals Corporation
ANNUAL INFORMATION FORM
TABLE OF CONTENTS
Page
TRADEMARKS
2
FORWARD-LOOKING
INFORMATION
3
THE CORPORATION
4
HISTORICAL DEVELOPMENT
4
ANTICIPATED DEVELOPMENTS IN 2006
7
SUBSIDIARIES OF NOVA CHEMICALS
7
BUSINESS
8
General
. . .
1072066
|
Harvard
As referenced in this Annual Information Form:
Harvard University – the University of Manitoba with a B.A., was a member of the
Institute of Chartered Accountants of Manitoba from 1962-2000, and earned his
M.B.A. from the Harvard University Graduate School of Business Administration. Mr. Ludwick
is the retired President, Chief Executive Officer and Deputy Chairman of
Claridge Inc. Mrs. Rennie graduated with distinction from the
University of
_____________
dt 1702939
;
BASF
As referenced in this Annual Information Form:
BASF – expansion and modernization project at this
facility that resulted in approximately 450 mmlbs per year of additional
production capacity. Approximately 220 mmlbs per year of this capacity
is committed to BASF Corporation as part of a capacity reservation
arrangement made to partly finance the modernization project.
(3)
This represents an equity
position in the Lyondell Channelview, Texas facility and the long-
_____________
BASF – geographically
dislocated, the Corporation may use a series of swap
arrangements with other producers to position the styrene monomer where
NOVA Chemicals needs it.
In
August 2002, NOVA Chemicals and BASF Corporation signed a long-term
styrene monomer supply contract. This contract gives both producers secure
supply of styrene monomer to their downstream businesses at producer economics
in both North America
_____________
dt 1708189
;
|
Du Pont
As referenced in this Annual Information Form:
E.I. du Pont de Nemours – or its
predecessor
Principal Occupation
During the Preceding Five Years(1)
JERALD ALLEN
BLUMBERG(2)(3)(4)
Colorado, U.S.A.
Since February 15,
2000
Retired Executive Vice
President of E.I. du Pont de Nemours and Company (science company)
DR. FRANK PETER
BOER(3)(5)
Florida, U.S.A.
Since February 21,
1991
President and Chief
Executive Officer, Tiger Scientific Inc. (science and technology, consulting
_____________
dt 1703520
|
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| 2005 |
Annual Information Form
Annual Information Form (72K)
Doc #1116397: Click preview link for longer preview.
The Westaim Corporation
Annual Information Form
MARCH 28, 2005
The Westaim Corporation
Annual Information Form
MARCH 28, 2005
TABLE OF CONTENTS
PAGE
CORPORATE STRUCTURE
1
GENERAL DEVELOPMENT OF THE BUSINESS
2
DESCRIPTION OF THE BUSINESS
2
EMERGING . . .
1116397
|
Harvard
As referenced in this Annual Information Form:
Harvard University – financial statements.
Edward Lakusta — Mr. Lakusta holds a B.Sc. in Petroleum Engineering from the University of
Oklahoma and graduated in the Advanced Management Program (“AMP”) from Harvard University . Mr.
Lakusta is currently a private business and energy consultant and was formerly President and COO of
Petro-Canada. Prior to that,
Mr. Lakusta held numerous senior executive positions
_____________
dt 1702940
;
| |
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| 2006 |
Annual Information Form
Annual Information Form (146K)
Doc #1133587: Click preview link for longer preview.
HYDROGENICS CORPORATION
Annual Information Form
For the Fiscal Year Ended December 31, 2005
March 14, 2006
TABLE OF CONTENTS
1.
FORWARD-LOOKING STATEMENTS
1
2.
CORPORATE STRUCTURE
3
3.
DESCRIPTION OF OUR BUSINESS
4
Overview
4
OnSite Generation
4
Power . . .
1133587
|
Harvard
As referenced in this Annual Information Form:
Harvard University – Mr. Lowry holds a Bachelor of Communication with Honors and Masters of Business Administration from the University of Manitoba. Mr. Lowry is a graduate of the Advanced Management Program of Harvard University .
Andrew T.B. Stuart is the Chairman of Sustainability Shift Inc. Mr. Stuart holds a Bachelor of Engineering from McGill University in Chemical Engineering with a minor in Management
_____________
dt 1702941
;
|
Quantum Fuel
As referenced in this Annual Information Form:
Quantum Fuel Systems Technologies Worldwide, Inc – HyRadix Inc., Norsk Hydro ASA, Plug Power Inc. and Teledyne Energy Systems, Inc.
We may also compete with system integrators of integrated hydrogen infrastructure solutions, such as Dynetek Corporation and Quantum Fuel Systems Technologies Worldwide, Inc ., who both provide a mobile refueling solution from trailer-mounted storage similar to our trailer-mounted mobile hydrogen generation systems.
Power Systems
We compete with providers of incumbent technologies,
_____________
Quantum Fuel Systems Technologies Worldwide, Inc – Anuvu, Ballard Power Systems Inc., Cellex Power Products, Inc., Distributed Energy Systems Corporation, General Hydrogen Corporation, Giner, Inc., Honda Motor Co. Ltd., Intelligent Energy, Lynntech Incorporated, Nuvera, Plug Power Inc., Quantum Fuel Systems Technologies Worldwide, Inc ., ReliOn Inc., Teledyne, Toshiba Corporation, Toyota Motor Corporation, and United Technologies Corporation. Competing companies with programs for fuel cells other than PEM fuel cells include Fuel Cell Energy Inc.,
_____________
dt 1709787
|
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| 2006 | |
Harvard
As referenced in this Annual Information Form:
Harvard University – Mr. Kirk also has over 10 years senior executive experience in the mining industry.
Mr. Kirk is a citizen of the United States and is a resident of California. A Harvard University graduate, Mr. Kirk received his law degree in 1968. From 1992 to 2002 Mr. Kirk was the Vice President, General Counsel and Corporate Secretary of Homestake Mining Company. Prior
_____________
dt 1687090
;
Great Basin Gold
As referenced in this Annual Information Form:
Great Basin Gold Ltd – Anooraq Resources Corporation
Director
September 1996
September 2004
Casamiro Resource Corp.
Director
February 1995
August 2002
Continental Minerals Corporation
Director
November 1995
Present
Farallon Resources Ltd.
Director
December 1995
Present
Great Basin Gold Ltd .
Director
February 1994
Present
Taseko Mines Limited
Director
January 1994
Present
SCOTT D. COUSENS - Director
Scott D. Cousens provides management, technical and financial services to a number of publicly
_____________
Great Basin Gold Ltd – Director
September 1995
Present
Anooraq Resources Corporation
Director
March 1994
September 1994
Director
September 1996
Present
Continental Minerals Corporation
Director
June 1994
Present
Farallon Resources Ltd.
Director
December 1995
Present
Great Basin Gold Ltd .
Director
March 1993
Present
Rockwell Ventures Inc.
Director
November 2000
Present
Taseko Mines Limited
Director
October 1992
Present
ROBERT A. DICKINSON, B.Sc., M.Sc. Chairman of the Board
_____________
Great Basin Gold Ltd – Farallon Resources Ltd.
Director
July 1991
Present
Chairman
April 2004
September 2004
Northern Dynasty Minerals Ltd.
28
Annual Information Form
Company
Positions Held
From
To
Co-Chairman
September 2004
Present
Great Basin Gold Ltd .
Director
May 1986
Present
Co-Chairman
September 2000
April 2004
Chairman
April 2004
December 2005
Co-Chairman
December 2005
Present
Rockwell Ventures Inc.
Director
November 2000
Present
Chairman
November
_____________
Great Basin Gold Ltd – an officer and/or director of the following public companies:
Company
Positions Held
From
To
Northern Dynasty Minerals Ltd.
Director
July 2004
Present
Anooraq Resources Corporation
Director
July 2005
Present
Great Basin Gold Ltd .
Director
July 2004
Present
Taseko Mines Limited
Director
July 2004
Present
StorageFlow Systems Corp.
Director
May 2002
June 2004
GORDON J. FRETWELL, B.Comm. LLB. Director
Gordon J. Fretwell
_____________
Great Basin Gold Ltd – or has been, a director of the following public companies:
Company
Positions Held
From
To
Northern Dynasty Minerals Ltd.
Director
July 2004
Present
Anooraq Resources Corporation
Director
July 2005
Present
Great Basin Gold Ltd .
Director
July 2004
Present
Taseko Mines Limited
Director
July 2004
Present
Northern Dynasty Minerals Ltd.
30
Annual Information Form
JEFFREY R. MASON, B.Comm., CA Director, Chief Financial Officer
_____________
dt 1691239
;
|
Novagold
As referenced in this Annual Information Form:
Novagold Resources Inc – Cumberland Resources
Director
May 2002
Present
Expatriate Resources Ltd.
Director
February 2001
Present
Homestake Mining Company
President and Chief
Operating Officer
April 1999
February 2002
Director
February 2001
December 2001
Novagold Resources Inc .
Director
May 2002
November 2002
UEX Corporation
Director
March 2002
Present
RONALD W. THIESSEN, CA Director, President and Chief Executive Officer
Ronald W. Thiessen is a Chartered Accountant with
_____________
dt 1697458
;
Rockwell
As referenced in this Annual Information Form:
Rockwell Ventures Inc. – March 1994
September 1994
Director
September 1996
Present
Continental Minerals Corporation
Director
June 1994
Present
Farallon Resources Ltd.
Director
December 1995
Present
Great Basin Gold Ltd.
Director
March 1993
Present
Rockwell Ventures Inc.
Director
November 2000
Present
Taseko Mines Limited
Director
October 1992
Present
ROBERT A. DICKINSON, B.Sc., M.Sc. Chairman of the Board and Director
Robert A. Dickinson is an
_____________
Rockwell Ventures Inc. – To
Co-Chairman
September 2004
Present
Great Basin Gold Ltd.
Director
May 1986
Present
Co-Chairman
September 2000
April 2004
Chairman
April 2004
December 2005
Co-Chairman
December 2005
Present
Rockwell Ventures Inc.
Director
November 2000
Present
Chairman
November 2000
Present
Taseko Mines Limited
Director
January 1991
Present
Chairman
April 2004
July 2005
Co-Chairman
July 2005
Present
DAVID ELLIOTT, B. Comm,
_____________
Rockwell Ventures Inc. – Ltd.
Director
June 2004
Present
Northern Dynasty Minerals Ltd.
29
Annual Information Form
Continental Minerals Corporation
Director
February 2001
Present
Quartz Mountain Resources Ltd.
Director and Secretary
January 2003
Present
Rockwell Ventures Inc.
Director and Secretary
March 1998
Present
Antarex Metals Ltd.
Director
December 2000
September 2002
Bell Resources Corporation
Director
June 2001
Present
Benton Resources Corp.
Director
March 2005
Present
Copper
_____________
Rockwell Ventures Inc. – 1997
Present
Great Basin Gold Ltd.
Director
February 1994
Present
Secretary
February 1994
Present
Chief Financial Officer
June 1998
Present
Quartz Mountain Resources Ltd.
Principal Accounting Officer
January 2005
Present
Rockwell Ventures Inc.
Director
November 2000
Present
Chief Financial Officer
November 2000
Present
Taseko Mines Limited
Director
February 1994
Present
Secretary
February 1994
Present
Chief Financial Officer
November 1998
Present
WALTER T.
_____________
Rockwell Ventures Inc. – 2000
September 2004
Co-Chairman
September 2004
Present
Great Basin Gold Ltd.
Director
October 1993
Present
President and Chief
Executive Officer
September 2000
December 2005
Co-Chairman
December 2005
Present
Rockwell Ventures Inc.
Director
November 2000
Present
President and Chief
Executive Officer
November 2000
Present
Taseko Mines Limited
Director
October 1993
Present
President and Chief
Executive Officer
September 2000
July 2005
Co-
_____________
dt 1673186
;
Thelen Reid
As referenced in this Annual Information Form:
Thelen Reid – the Vice President, General Counsel and Corporate Secretary of Homestake Mining Company. Prior to his retirement in June 2004 he spent two years as Special Counsel for the law firm, Thelen Reid & Priest in San Francisco.
During the past five years, Mr. Kirk is, or has been, a director of the following public companies:
Company
Positions Held
From
To
Northern
_____________
dt 1690579
|
Preview
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| 2007 |
Annual Information Form
Annual Information Form (175K)
Doc #2748197: Click preview link for longer preview.
March 1, 2007
NOVA Chemicals Corporation
ANNUAL INFORMATION FORM
TABLE OF CONTENTS
Page
TRADEMARKS
2
FORWARD-LOOKING INFORMATION
3
THE CORPORATION
4
HISTORICAL DEVELOPMENT
4
NOVA Chemicals Corporation
4
Development of NOVA Chemicals' Plastics and Chemical Businesses
5
. . .
2748197
|
Harvard
As referenced in this Annual Information Form:
Harvard University – the University of Manitoba with a B.A., was a member of the Institute of Chartered Accountants of Manitoba from 1962-2000, and earned his M.B.A. from the Harvard University Graduate School of Business Administration. Mr. Ludwick is the retired President, Chief Executive Officer and Deputy Chairman of Claridge Inc.
The Board of Directors approves, on the recommendation of
_____________
dt 1702953
;
BASF
As referenced in this Annual Information Form:
BASF – expansion and modernization project at this facility that resulted in approximately 450 mmlbs per year of additional production capacity. Approximately 220 mmlbs per year of this capacity is committed to BASF Corporation as part of a capacity reservation arrangement made to partly finance the modernization project.
(2)
NOVA Chemicals owns 50% of NOVA Innovene.
(3)
The Wingles, France facility is not
_____________
BASF – production. Where styrene monomer is geographically dislocated, the Corporation may use a series of swap arrangements with other producers to position styrene monomer where STYRENIX needs it. NOVA Chemicals and BASF Corporation are parties to a medium-term styrene monomer swap arrangement. This contract gives both producers secure supply of styrene monomer to their downstream businesses at producer economics in both
_____________
BASF – project at its Bayport styrene monomer facility that resulted in approximately 450 mmlbs per year of additional production capacity. Approximately 220 mmlbs per year of this capacity is committed to BASF Corporation as part of a capacity reservation arrangement made to partly finance the modernization project.
North American Solid Polystyrene
STYRENIX has a total of three SPS manufacturing facilities in North
_____________
dt 1708193
;
|
Du Pont
As referenced in this Annual Information Form:
E.I. du Pont de Nemours – or its predecessor
Principal Occupation
During the Preceding Five Years(1)
JERALD ALLEN BLUMBERG(2)(3)(4)
Colorado, U.S.A.
Since February 15, 2000
Retired Executive Vice President of E.I. du Pont de Nemours and Company (science company)
DR. FRANK PETER BOER(3)(5)
Florida, U.S.A.
Since February 21, 1991
President and Chief Executive Officer, Tiger Scientific Inc. (science and technology, consulting
_____________
dt 1703529
;
|
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| 2003 | |
Harvard
As referenced in this Asset Purchase Agreement:
Harvard University – also include those claims in any continuation-in-part of the aforementioned patent applications owned, controlled, or available for license from MGH or Harvard University , which claims an invention described or claimed in said patent applications and any other rights under any patents or patent applications licensed
_____________
Harvard University – of any patents to Seller).
4.6 Contingent Purchase Price; MGH Patents; Cycloset Trademark. (a) PLIVA shall negotiate in good faith with MGH, Harvard University and any other owner of the MGH Patents with the intention of acquiring the exclusive right to practice the MGH Patents on
_____________
dt 265950
;
Citibank
As referenced in this Asset Purchase Agreement:
Citibank, N.A. – LSU Agreement, other than the Excluded Obligations.
Citicorp Parties shall mean Citicorp Venture Capital Ltd., Court Square Capital Limited, Citicorp Banking Corporation and Citibank, N.A. and any of their respective Affiliates, but excluding the Ergo Companies.
Closing shall mean the closing provided for in Section 3.1.
_____________
dt 260207
;
Citicorp Venture
As referenced in this Asset Purchase Agreement:
Citicorp Venture Capital – and consist exclusively of the obligations of the Ergo Companies under the LSU Agreement, other than the Excluded Obligations.
Citicorp Parties shall mean Citicorp Venture Capital Ltd., Court Square Capital Limited, Citicorp Banking Corporation and Citibank, N.A. and any of their respective Affiliates, but excluding the Ergo Companies.
_____________
dt 266143
;
|
Odyssey Pharma
As referenced in this Asset Purchase Agreement:
Odyssey Pharmaceuticals, – a).
NDA shall mean a new drug application submitted to the FDA pursuant to the Act and the regulations thereunder.
Odyssey shall mean Odyssey Pharmaceuticals, Inc., a New Jersey corporation and wholly-owned subsidiary of PLIVA, Inc.
Person shall mean any natural person, corporation, company, partnership, firm,
_____________
dt 264440
;
Greenberg
As referenced in this Asset Purchase Agreement:
Greenberg, Traurig – labor disturbance or similar calamity or by any other occurrence.
5.1.4 Opinions of Counsel. (a) PLIVA shall have received from Messrs. Greenberg, Traurig , LLP, Morris, Nichols, Arsht & Tunnell, Jones Vargas, and Milling Benson Woodward L.L.P., for the Ergo Parties, opinions dated the Closing
_____________
dt 266021
|