AVGN » Topics » RECITALS

This excerpt taken from the AVGN 8-K filed Aug 25, 2009.

RECITALS

     WHEREAS, the respective Boards of Directors of Parent, Merger Sub and the Company have each deemed it advisable and in the best interests of their respective companies and stockholders that Parent, Merger Sub and the Company consummate the business combination and other transactions provided for herein;

     WHEREAS, the respective Boards of Directors of Parent, Merger Sub and the Company have each approved, in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”) this Agreement and the transactions contemplated hereby, including the Merger (as defined herein);

     WHEREAS, the respective Boards of Directors of Parent and the Company have each resolved to recommend to the respective stockholders of Parent and the Company the approval of the Merger;

     WHEREAS, Parent, Merger Sub and the Company desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe certain conditions to the Merger;

     NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

This excerpt taken from the AVGN DEFA14A filed Aug 25, 2009.

RECITALS

     WHEREAS, the respective Boards of Directors of Parent, Merger Sub and the Company have each deemed it advisable and in the best interests of their respective companies and stockholders that Parent, Merger Sub and the Company consummate the business combination and other transactions provided for herein;

     WHEREAS, the respective Boards of Directors of Parent, Merger Sub and the Company have each approved, in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”) this Agreement and the transactions contemplated hereby, including the Merger (as defined herein);

     WHEREAS, the respective Boards of Directors of Parent and the Company have each resolved to recommend to the respective stockholders of Parent and the Company the approval of the Merger;

     WHEREAS, Parent, Merger Sub and the Company desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe certain conditions to the Merger;

     NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

These excerpts taken from the AVGN 10-K filed Mar 16, 2009.

RECITALS

     A. Seller desires to sell to Buyer, and Buyer desires to acquire from Seller, all of the assets of Seller’s current program for the treatment of bleeding disorders, including, but not limited to, all assets related to the use of non-anticoagulant sulfated polysaccharides (“NASPs”) that are within the scope of Seller’s current Patent portfolio on NASPs to treat bleeding disorders and thrombotic disorders, particularly AV513 to treat these disorders and all Patents with respect to AV513 to treat these disorders (collectively, the “Business”). For the avoidance of doubt, the ‘Business’ excludes (i) the {*} and (ii) subject to terms and conditions of Section 6.2 and any remedies related thereto, any assets acquired or created by Seller after the Effective Date or owned independently as of the Effective Date by any entity with which Seller may merge in future.

     B. Capitalized terms used in this Agreement shall have the meaning set forth in the Table of Definitions attached hereto as Schedule 1.0 or where parenthetically defined in this Agreement; derivative forms shall be interpreted accordingly; and the words “includes,” “including,” and all other forms of the verb “to include” shall be deemed followed by the phrase “without limitation” regardless of whether it is written there (and drawing no implication from the inconsistent inclusion or non-inclusion of such phrase).

RECITALS


     A.
Seller desires to sell to Buyer, and Buyer desires to acquire from Seller, all
of the assets of Seller’s current program for the treatment of bleeding
disorders, including, but not limited to, all assets related to the use of
non-anticoagulant sulfated polysaccharides (“NASPs”) that are within the scope of Seller’s current Patent
portfolio on NASPs to treat bleeding disorders and thrombotic disorders,
particularly AV513 to treat these disorders and all Patents with respect to
AV513 to treat these disorders (collectively, the “Business”). For the avoidance of doubt, the ‘Business’
excludes (i) the {*} and (ii) subject to terms and conditions of Section 6.2 and any remedies related thereto, any
assets acquired or created by Seller after the Effective Date or owned
independently as of the Effective Date by any entity with which Seller may merge
in future.


     B.
Capitalized terms used in this Agreement shall have the meaning set forth in the
Table of Definitions attached hereto as Schedule 1.0 or where parenthetically defined in this
Agreement; derivative forms shall be interpreted accordingly; and the words
“includes,” “including,” and all other forms of the verb “to include” shall be
deemed followed by the phrase “without limitation” regardless of whether it is
written there (and drawing no implication from the inconsistent inclusion or
non-inclusion of such phrase).


This excerpt taken from the AVGN 10-K filed Mar 16, 2006.

RECITALS:

 

A.

Tolperisone has been sold as a pharmaceutical product to treat acute and chronic pain, and muscle spasm and rigidity, for many years in some European countries and Japan, but has never been approved as a pharmaceutical product in North America and is anticipated to qualify for new chemical entity status in the US;

 

B.

SDI and its Affiliates have developed and manufacture two formulations of Tolperisone, one in an immediate release dosage form and one in a controlled release dosage form (the Current IR Product and Current CR Product, each as more particularly defined below);

 

C.

SDI has conducted some clinical development of each the Current IR Product and the Current CR Product, and plans further clinical development of each of them in order to seek approval to sell them in Europe;

 

D.

SDI possesses some and will develop more clinical data and other know-how relating to the Current IR Product and Current CR Product, and [*];

 

E.

Avigen is located in North America and has a team experienced in developing and commercializing pharmaceutical products for the North American market, including in particular pharmaceutical products for neurological conditions;

 

F.

Avigen wishes to acquire rights under SDI’s clinical data, other know-how, and patent rights relating to tolperisone products, as well as supply from SDI of these products, all for the development and commercialization of tolperisone products in North America (the Territory, more particularly defined below), in accordance with the provisions of this Agreement.

 

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