EXHIBIT 10.78
TERMINATION AND RELEASE
OF PLEDGE AND SECURITY AGREEMENT
TERMINATION AND RELEASE OF PLEDGE AND SECURITY AGREEMENT, dated as of
May 30, 2002, by and among AMERICAN CAPITAL STRATEGIES, LTD., a Delaware
corporation, with offices at Two Bethesda Center-14th Floor, Bethesda,
Maryland 20814, (the "Lender") and IGI, INC., a Delaware corporation,
IMMUNOGENETICS, INC., a Delaware corporation, IGEN, INC., a Delaware
corporation, and BLOOD CELLS, INC., a Delaware corporation, all of which
having a principal place of business at 105 Lincoln Avenue, Buena, New
Jersey 08310.
WHEREAS, pursuant to the (i) Note and Equity Purchase Agreement,
dated October 29, 1999, between the IGI, Inc., IGEN, Inc., Immunogenetics,
Inc. and Blood Cells, Inc. (collectively referred to as "the Borrowers")
and the Lender, as amended and in effect from time to time ("the Purchase
Agreement"), and (ii) the Pledge and Security Agreement, dated October 29,
1999, between the Lender and the Borrowers, as amended and in effect from
time to time ("the Pledge Agreement), each for the purpose of securing
certain obligations of the Company to the Lender;
WHEREAS, pursuant to the Purchase Agreement and the Pledge Agreement,
the Borrowers granted to the Lender a security interest in and lien on the
shares, securities, equity and any other ownership interest of any kind
owned by each of the respective Borrowers in the entities set forth on
Exhibit A attached hereto (collectively referred to in the Pledge Agreement
and hereinafter as "the Collateral");
WHEREAS, the Lender has agreed to terminate the Pledge Agreement and
release any and all of the security interests, rights, title and/ or other
interests created, arising from, granted and/or otherwise conveyed to the
Lender by, from or under the Pledge Agreement in or to the Collateral;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Lender and the Borrowers
agree as follows:
1. Release and Termination. The Lender hereby terminates the
Pledge Agreement and releases to the Borrowers without recourse
any and all of its liens, security interests, rights and/or
title in or to the Collateral created, arising from, granted
and/or otherwise conveyed to the Lender by, from or under the
Pledge Agreement.
2. Counterparts. This Release may be executed in any number of
counterparts which shall together constitute one and the same
agreement.
IN WITNESS WHEREOF, the Lender has executed the Termination and
Release, to take effect as of the date first set forth above.
AMERICAN CAPITAL STRATEGIES, LTD.
By: /s/ Ira J. Wagner
-------------------------------
Name: IRA J. WAGNER
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Title: EVP & COO
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CERTIFICATE OF ACKNOWLEDGMENT
STATE OF MARYLAND )
)ss.
COUNTY OF Prince Georges )
--------------
Before me, the undersigned, a Notary Public in and for the county
aforesaid, on the 31 day of May, 2002, personally appeared Ira Wagner
to me known personally, and who, being by me duly sworn, deposes and says
that he is a COO of AMERICAN CAPITAL STRATEGIES, LTD., and that said
instrument was signed and sealed on behalf of said corporation by authority
of its Board of Directors, and said officer acknowledged said instrument to
be the free act and deed of said corporation.
/s/ Samantha L. Blizzard
-------------------------------
Notary Public
My Commission Expires:
Samantha L. Blizzard
My Commission Expires On
December 1, 2002
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EXHIBIT A
Number of Shares
Name of Company Owned by IGI Type of Stock
- --------------- ---------------- -------------
<s> <c> <c>
IMX Corporation 271,714 Common
Igen, Inc. 100 Common
Microburst Energy, Inc. 2,850 Common
Indovax 20% of the outstanding Common
shares of Common Stock
Number of Shares
Name of Company Owned by Igen Type of Stock
- --------------- ---------------- -------------
<s> <c> <c>
ImmunoGenetics, Inc. 100 Common
Blood Cells, Inc. 100,000 Common
Marketing Aspects, Inc. 0*
Vista International Sales Co. 0*
Flavorsome, Ltd. 0*
Number of Shares
Name of Company Owned by ImmunoGenetics Type of Stock
- --------------- ----------------------- -------------
<s> <c> <c>
IGI do Brasil 99 Common
<FN>
* IGEN, Inc. organized Marketing Aspects, Inc., Vista International
Sales Co., and Flavorsome, Ltd., but never issued any stock and such
subsidiaries are not operating and have no material assets.
</FN>
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