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1072 S De Anza Blvd.
Suite A107-535
San Jose, CA 95129
Attention: Chief Executive Officer
Fax: 408 273-6397
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525 Middlefield Road, Suite 250
Menlo Park, CA 94025
Attention: Daniel R. Hansen
Fax: (650) 331-7001
4365 Executive Drive, Suite 300
San Diego, California 92121
Attention: Chief Executive Officer
Fax: (858) 626-2851
3 Embarcadero Center
San Francisco, CA 94111
Attention: Ryan Murr
Fax: (415) 315-6026
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LA JOLLA PHARMACEUTICAL COMPANY | GLIAMED, INC. | |
By: /s/ Gail A. Sloan | By: /s/ Barry Dickman | |
Title: Chief Financial Officer and Secretary | Title: Chief Executive Officer | |
JEWEL MERGER SUB, INC. | ||
By: /s/ Gail A. Sloan Title: Chief Financial Officer, Treasurer and Secretary |
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INDEX OF SCHEDULES AND EXHIBITS
Schedule 2.6 — Allocation of Purchase Price*
Schedule of Exceptions*
Exhibit A – Assignment and Assumption Agreement
Exhibit B – Bill of Sale
Exhibit C – Chemical Structure*
Exhibit D – GliaMed Patent Rights
Exhibit E – Patent Assignment Agreement
Exhibit F – Series E Certificate of Designations
Exhibit G – Inventory*
Exhibit H – Stock Pledge Agreement
* Not filed herewith pursuant to Item 601(b)(2) of Regulation S-K. The registrant will supplementally provide a copy of such schedule or exhibit to the Commission upon request.
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THE COMPANY: GLIAMED, INC. | ||||
By: | ||||
Title: Chief Executive Officer | ||||
BUYER: JEWEL MERGER SUB, INC. | ||||
By: | ||||
Title: Chief Financial Officer, Treasurer and Secretary |
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1. | Sale and Transfer of Acquired Assets. Effective as of the Closing Date, Seller, for good and valuable consideration received, hereby sells, transfers, conveys, assigns and delivers (and shall cause to be sold, transferred, conveyed, assigned and delivered) to Buyer, free and clear of all Encumbrances, all of Seller’s rights, titles and interests in and to all of the Purchased Assets, including without limitation, the GliaMed Technology and the Inventory. |
2. | Terms of Asset Purchase Agreement. All the terms of the Asset Purchase Agreement are incorporated herein by this reference. In the event of a conflict between the terms and conditions of this Bill of Sale and the terms and conditions of the Asset Purchase Agreement, the terms and conditions of the Asset Purchase Agreement shall govern, supersede and prevail. Notwithstanding anything to the contrary in this Bill of Sale, nothing herein is intended to, nor shall it, limit or otherwise alter the representations, warranties, covenants and obligations of the parties contained in the Asset Purchase Agreement or the survival thereof. |
3. | Further Assurances. At the reasonable request of Buyer, Seller shall (without additional compensation or charge) execute and deliver and shall cause to be executed and delivered such instruments of transfer, conveyance, assignment and confirmation, and shall take such actions as Buyer may reasonably deem necessary in order to effectively transfer, contribute, assign and deliver to Buyer title to all of the Purchased Assets. |
4. | Power of Attorney. With respect to the Purchased Assets, Seller hereby appoints, effective as of the Closing Date, Buyer as Seller’s agent and attorney-in-fact, effective as of the Closing Date, to act for Seller in obtaining the benefits of the Purchased Assets. Seller hereby acknowledges that the foregoing powers are coupled with an interest and shall be irrevocable by Seller, and shall remain in effect notwithstanding the dissolution or liquidation of Seller or any other event or circumstance. Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest with respect thereto. |
5. | Governing Law. The interpretation and construction of this Bill of Sale shall be governed by the laws of the State of California, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Bill of Sale to the substantive law of another jurisdiction. |
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6. | Successors and Assigns. This Bill of Sale shall be binding upon and be enforceable against Seller and its respective successors and permitted assigns and shall inure to the benefit of and be enforceable by Buyer and its successors and permitted assigns. |
7. | Counterparts. This Bill of Sale may be executed in multiple counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument. |
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SELLER: GLIAMED, INC. | ||||
By: | ||||
Title: Chief Executive Officer | ||||
BUYER: JEWEL MERGER SUB, INC. | ||||
By: | ||||
Title: Chief Financial Officer, Treasurer and Secretary |
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GLIAMED, INC. | ||||
By: | ||||
Title: Chief Executive Officer | ||||
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JEWEL MERGER SUB, INC. | ||||
By: | ||||
Title: Chief Financial Officer, Treasurer and Secretary |
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PREFERENCES AND RIGHTS
Delaware General Corporation Law)
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• | December 24 to January 2; |
• | The Fridays immediately before Memorial Day and immediately before Labor Day; |
• | The weekday immediately before and the weekday immediately after Independence Day,providedthat if Independence Day is on a Wednesday, then the two following weekdays; |
• | Columbus Day; or |
• | The Friday immediately after Thanksgiving. |
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Conversion Price
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By: | | |||
Title: Chief Financial Officer and Secretary |
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in order to Convert the Series E Preferred Stock)
Date of Conversion: | ||||
Applicable Conversion Price: | ||||
Shares of Common Stock beneficially owned (determined in accordance with Section 13(d) of the Exchange Act): | ||||
Signature: | ||||
Name: | ||||
Address: | ||||
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LA JOLLA PHARMACEUTICAL COMPANY, PLEDGOR | ||||
By: | ||||
Name: | Gail A. Sloan | |||
Title: | Chief Financial Officer and Secretary |
AGREED TO AND ACCEPTED BY: GLIAMED, INC. | ||||
By: | ||||
Name: | Barry Dickman | |||
Title: | Chief Executive Officer |
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Signature: | ||||
By: | ||||
Title: | ||||