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EXHIBIT 10.5
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of February 9, 1990, between ONCOGENE
SCIENCE, INC., a Delaware corporation having a place of business at 350
Community Drive, Manhasset, New York 11030 (the "Company"), and Gary E.
Frashier, who resides at 10812 Whiterim Drive, Potomac, Maryland 20854
("Executive").
W I T N E S S E T H :
WHEREAS, the Company desires to engage Executive to perform services for
the Company and any subsidiary or affiliate of the Company, and Executive
desires to perform such services, on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, the Company and Executive, in consideration of the mutual
promises contained herein and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, hereby agree
as follows:
1. TERM
The Company hereby employs Executive, and Executive hereby accepts such
employment, upon the terms and conditions hereinafter set forth. Executive shall
perform the duties required of him hereunder during the period commencing on
March 1, 1990 and ending on February 28, 1993; provided, however, that on
February 28, 1993, and on each February 28 thereafter, such period shall be
automatically extended by one additional year unless at least 60 days prior to
any such February 28 either party shall deliver to the other written notice that
such period will not be extended, in which case this Agreement will terminate
upon the expiration of this then existing term of this Agreement, including any
previous extension. The period during which Executive shall perform the services
required of him hereunder (as same may be extended as provided in this Section 1
or reduced as hereinafter provided) is hereinafter referred to as the
"Employment Period."
2. DUTIES
(a) Executive shall serve, at the pleasure of the Board of Directors of the
Company, as President and Chief Executive Officer of the Company. In his
capacities as President and Chief Executive Officer, Executive shall perform for
the Company, and any subsidiary or affiliate of the Company, such duties
generally associated with such positions as well as such other duties consistent
with such positions as may be prescribed from time to time by the Board of
Directors.
(b) Subject to the exercise by the Board of Directors of its fiduciary
duties, during the Employment Period, Executive shall be nominated by the Board
of Directors for election as a director of the Company and, if elected by the
stockholders of the Company, agrees to serve as such and shall not receive any
additional compensation for serving in such capacity.
(c) Executive agrees to devote his full time, labor, energies and attention
to the performance of his duties hereunder, subject to the provisions of
Paragraph 10(a) hereof. (d) Executive agrees not to become involved in any
personal investment or business matters which may detract from the performance
of his duties or otherwise adversely affect the Company or any subsidiary or
affiliate of the Company.
3. PLACE OF PERFORMANCE
In connection with his employment by the Company, Executive shall be based
at the principal executive offices of the Company, but shall be available to
travel at such times and to such places as may be reasonably necessary in
connection with the performance of his duties hereunder.
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4. COMPENSATION
(a) Base Salary. During the Employment Period, Executive shall receive a
minimum base salary at the annual rate of $185,000, plus such other amounts, if
any, as the Board of Directors of the Company, in its sole discretion, may from
time to time determine. Executive's base salary shall be reviewed annually;
provided, however, that in no event shall Executive's base salary be reduced
below an annual rate of $185,000. Executive's salary shall be payable in
bi-weekly installments or at such other frequency as the Company may from time
to time determine.
(b) Incentive Bonus Opportunity. In addition to his base salary, Executive
may receive incentive bonus compensation in respect of the Company's fiscal year
ending September 30, 1990 and each subsequent fiscal year ending during the
Employment Period, in an amount up to 50% of Executive's base salary on the
first day of the applicable fiscal year (the "Annual Award"). The amount, if
any, of each such Annual Award shall be determined by the Board of Directors of
the Company in its sole discretion; provided, however, that the Annual Award in
respect of the fiscal year ending September 30, 1990 shall not be less than
12.5% of the salary payments made to Executive pursuant to Section 4(a) during
such fiscal year. Executive shall not receive any Annual Award unless he is
employed by the Company at the end of the fiscal year to which such Annual Award
relates. Any Annual Award will be paid to Executive within 90 days following the
end of the fiscal year to which such Annual Award relates.
5. STOCK OPTIONS
(a) Subject to the execution and delivery of this Agreement by the Company
and Executive, the Company's Board of Directors has granted to Executive options
to purchase 132,810 shares of the Company's Common Stock, par value $.01 per
share ("Common Stock"), under the Company's 1985 Stock Option Plan (the "1985
Plan"), at an exercise price of $1.75 per share. Such options have been
designated "Supplemental Stock Options" as defined in the 1985 Plan, and shall
be exercisable (i) immediately upon the commencement of the Employment Period as
to 100,000 shares and (ii) on the first anniversary of the date of commencement
of the Employment Period as to 32,810 shares, in each case provided Executive is
still employed by the Company on such date (subject, however, to the provisions
of Paragraph 8(c) hereof). The option agreement evidencing such options shall
contain such other terms and conditions consistent with the 1985 Plan as the
Board of Directors of the Company or the officer signing the same shall approve.
(b) Subject to the execution and delivery of this Agreement by the Company
and Executive, the Company's Board of Directors has granted to Executive
(subject to the approval of stockholders of the Company referred to below)
options to purchase 317,190 shares of Common Stock under the Company's 1989
Incentive and Non-Qualified Stock Option Plan (the "1989 Plan") at an exercise
price equal to $1.75 per share. Such options have been designated "nonqualified
stock options" as defined by the Internal Revenue Code of 1986, as amended (the
"Code"), and, subject to approval of the 1989 Plan by stockholders of the
Company, shall be exercisable (i) as to 67,190 shares on the first anniversary
of the date of commencement of the Employment Period, (ii) as to 100,000 shares
on the second anniversary of the date of commencement of the Employment Period,
and (iii) as to 150,000 shares on the third anniversary of the date of
commencement of the Employment Period, in each case provided Executive is still
employed by the Company on such date (subject, however, to the provisions of
Paragraph 8(c) hereof). The option agreement evidencing such options shall
contain such other terms and conditions consistent with the 1989 Plan as the
Board of Directors of the Company or the officer signing the same shall approve.
(c) The grant of the options referred to in Paragraph 5(b) above, shall be
subject to approval of the 1989 Plan by stockholders of the Company at the next
annual meeting of stockholders. The Company shall submit the 1989 Plan to
stockholders at said meeting, and the Board of Directors of the Company, subject
to the exercise of its fiduciary duties, shall recommend that stockholders
approve the 1989 Plan.
(d) Executive shall be eligible to receive such additional options as the
Board of Directors of the Company shall determine in its sole discretion.
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6. EXPENSES
(a) Temporary Living Expenses. Until the earlier of (i) the date on which
Executive moves from his present residence in Potomac, Maryland, or (ii) seven
months from the date hereof, the Company shall reimburse Executive for
reasonable temporary living expenses actually incurred by Executive, up to a
maximum of $1,800 per month and a maximum aggregate amount of $10,800, provided
that Executive properly accounts for such expenses in accordance with Company
policy. Executive shall be responsible for all applicable federal, state and
local taxes resulting from such reimbursement.
(b) Relocation Expenses. If within 18 months from the date hereof,
Executive moves from his present residence in Bethesda, Maryland, to a new
residence located in New York State within a 20 mile radius (or such further
distance as may be approved by the Board of Directors of the Company) of the
Company's principal executive offices in Manhasset, Long Island, New York, the
Company shall reimburse Executive for all reasonable and necessary expenses
incurred by Executive in connection with such relocation, up to a maximum of
$50,000. Executive shall be responsible for all applicable federal, state and
local taxes resulting from such reimbursement.
(c) Other Expenses. During the Employment Period, Executive shall be
entitled to reimbursement for all reasonable out-of-pocket expenses necessarily
incurred in performing services hereunder within the limits of authority which
may be established from time to time by the Board of Directors, provided that
Executive properly accounts for such expenses in accordance with Company policy.
7. EMPLOYEE BENEFITS
(a) Use of Automobile. The Company shall provide Executive with the use of
an automobile during the Employment Period and shall reimburse Executive for his
reasonable and necessary expenses in connection with the use of such vehicle in
furtherance of the business of the Company, provided that Executive properly
accounts for such expenses in accordance with Company policy.
(b) Vacation. Executive shall be entitled to four weeks paid vacation per
calendar year which may be taken at such time or times as Executive may elect,
subject to the needs of the Company's business. Executive shall also be entitled
to all paid holidays given by the Company to its senior executive officers.
(c) Savings Plan. To the extent permitted by the Company's Savings and
Investment Plan, as amended (the "Savings Plan"), Executive may roll-over into
the Savings Plan amounts held for his account pursuant to any plan established
pursuant to Section 401(k) of the Code.
(d) Other Benefits. Executive shall be entitled to participate in such
term life insurance, basic medical, major medical, dental and other employee
benefit plans established by the Company from time to time and generally made
available to employees at levels similar to Executive's for which he meets the
eligibility requirements.
8. TERMINATION
(a) The Company may terminate this Agreement at any time after the first
anniversary of the date of commencement of the Employment Period, and for any
reason whatsoever (or for no reason), by giving not less than 30 days' prior
written notice to Executive. Subject to the provisions of Paragraphs 8(e) and
8(f) hereof, in the event this Agreement is terminated by the Company other than
for a reason set forth in Paragraph 8(b) hereof, (i) Executive shall be entitled
to receive his base salary at the rate in effect on the date notice of
termination is given through the effective date of such termination and any
Annual Award granted through such date which has not yet been paid; and (ii)
Executive shall continue to receive his base salary at the rate in effect on the
date notice of termination is given (x) for the nine months immediately
succeeding the effective date of such termination in the case of a termination
which takes effect between the first and second anniversaries of the date of
commencement of the Employment Period; and (y) for the six months immediately
succeeding the effective date of such termination in the case of a termination
which takes effect between the second and third anniversaries of the date of
commencement of the Employment Period.
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(b) Notwithstanding anything herein contained to the contrary, if after the
date hereof and prior to the end of the Employment Period, (i) either (A)
Executive shall be physically or mentally incapacitated or disabled or otherwise
unable fully to discharge his duties hereunder ("Disabled") for a period of 90
consecutive days or for an aggregate of 90 days within any period of twelve
consecutive months, (B) Executive shall be convicted of a felony or other crime
involving moral turpitude, (C) Executive shall commit any act or omit to take
any action in bad faith and to the detriment of the Company or any subsidiary or
affiliate of the Company, or (D) Executive shall breach any material term of
this Agreement and fail to correct such breach within 10 days after receiving
notice of the same, then, and in each such case, the Company shall have the
right to give notice of termination of Executive's services hereunder as of a
date to be specified in such notice (which date may be the date such notice is
given), and this Agreement shall terminate on the date so specified; or (ii)
Executive shall die, then this Agreement shall terminate on the date of
Executive's death. If this Agreement is terminated by the Company for any of the
reasons set forth in this Paragraph 8(b), Executive or his estate, as the case
may be, shall be entitled to receive his base salary at the rate in effect on
the date notice of termination is given or the date of Executive's death, as the
case may be, to the date on which termination shall take effect and any Annual
Award granted through such date which has not been paid; provided, however, that
if Executive is Disabled, the amount payable to Executive pursuant to this
Paragraph 8(b) shall be reduced by an amount equal to the amounts, if any, to
which he is entitled with respect to such period pursuant to any insurance or
other plan established by the Company in which he is a participant.
(c) In the event of a Change in Control of the Company (as hereinafter
defined), and if, as a result of such Change in Control, Executive's title, job
duties, base salary or employee benefits are not substantially similar to those
enjoyed or performed by Executive prior to such Change in Control, then,
Executive may terminate this Agreement at any time within 150 days after such
Change in Control by giving at least 30 days' prior written notice to the
Company. Subject to the provisions of Paragraphs 8(e) and 8(f) hereof, in the
event this Agreement is terminated by Executive pursuant to this Paragraph 8(c),
(i) Executive shall be entitled to receive his base salary at the rate in effect
on the date of the Change in Control through the effective date of termination
and any Annual Award which he has earned through such date which has not yet
been paid; (ii) the Company shall pay to Executive, in a lump sum payment, an
amount equal to 2.99 times his base salary at the rate in effect on the date of
the Change in Control; and (iii) all of the stock options which have been
granted to Executive pursuant to Paragraph 5 hereof shall become immediately
exercisable on the date which is one day prior to the effective date of such
termination and, subject to the provisions of the plan pursuant to which they
were granted and the option agreements evidencing such grant, shall remain
exercisable for the term provided for therein notwithstanding such termination.
(d) As used in this Agreement, "Change in Control" shall mean one or more
of the following events:
(i) the Company shall consolidate with or merge into any other
corporation or any corporation shall consolidate with or merge into the
Company (other than a consolidation or merger of the Company with any
subsidiary or affiliate of the Company), in either event pursuant to a
transaction in which the holders of 100% of the voting securities of the
Company outstanding immediately prior to the effectiveness thereof do not
vote or direct the power to vote at least a majority of the outstanding
voting securities of the surviving entity upon effectiveness thereof;
(ii) the Company shall convey, transfer or lease all or substantially
all of its assets to any person or entity or group of persons or entities
(other than to any subsidiary or affiliate of the Company); or
(iii) any person or entity (other than the Company or any subsidiary,
employee benefit plan or affiliate of the Company, Executive or any
affiliate of Executive or any "group" (within the meaning referred to
below) of which Executive or any affiliate of Executive is a member, or any
person or entity who on the date hereof beneficially owns 5% or more of the
Common Stock), including a "group" (within the meaning of section 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended) that includes
such person or entity, shall purchase or otherwise acquire, directly or
indirectly, beneficial ownership of securities of the Company and, as a
result of such purchase or acquisition, such person or entity (together
with its associates and affiliates) shall, directly or indirectly,
beneficially own in
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the aggregate (A) more than 50% of the Common Stock, or (B) securities
representing more than 50% of the Company's voting securities, in each
case, outstanding on the date immediately prior to the date of such
purchase or acquisition (or, if there be more than one, the last such
purchase or acquisition)
(e) Notwithstanding anything contained in this Agreement to the contrary,
the amount of any payment or benefit payable to Executive pursuant to Paragraph
8(a) or 8(c) hereof shall be reduced by the amount of compensation earned by,
and benefits provided for, Executive as a result of or in connection with his
becoming an officer, director, employee, consultant, advisor, lender,
stockholder, owner or partner of any other business or organization after the
effective date of his termination pursuant to Paragraph 8(a) or 8(c), as the
case may be.
(f) If any portion of any payment payable to Executive pursuant to this
Agreement which, after taking into account all other agreements between the
Company and Executive, is not deductible pursuant to Section 280G of the Code,
the amount of such portion, reduced by the Tax Amount (as hereinafter defined),
shall be paid to Executive. For purposes of this Agreement, the Tax Amount shall
be the amount of such portion multiplied by a percentage equal to the sum of the
highest federal and New York state marginal corporate income tax rates in effect
at the time of such payment. The Company shall be entitled to withhold any taxes
resulting from such payment in addition to any other withholding required by
law. All determinations required by Section 280G of the Code will be made by the
Company.
9. CONFIDENTIALITY
(a) Beginning on the date hereof, and at any time hereafter, Executive
shall treat as confidential any proprietary, confidential or secret information
relating to the business or interests of the Company or any subsidiary or
affiliate of the Company, including, without limitation, the organizational
structure, operations, business plans or technical projects of the Company or
any subsidiary or affiliate of the Company, and any research datum or result,
invention, trade secret, customer list, process or other work product developed
by or for the Company or any subsidiary or affiliate of the Company, whether on
the premises of the Company or elsewhere ("Confidential Information"). Beginning
on the date hereof, and at any time hereafter, Executive shall not disclose,
utilize or make accessible in any manner or in any form any Confidential
Information other than in connection with performing the services required of
him under this Agreement, without the prior written consent of the Company.
Notwithstanding the foregoing, the provisions of this Paragraph 9(a) shall not
apply to any proprietary, confidential or secret information or other research
datum or result, invention, trade secret, customer list or work product which
is, at the commencement of this Agreement or at some later date, publicly known
under circumstances involving no breach of this Agreement or is lawfully and in
good faith made available to Executive by a third party under no obligation of
confidentiality with respect thereto.
(b) Executive hereby agrees that any and all information, inventions and
discoveries, whether or not patentable, that he conceives and/or creates during
the Employment Period and any extensions thereof, and which are a direct or
indirect result of work performed hereunder, shall be the sole and exclusive
property of the Company. Executive hereby assigns to the Company any and all
right, title and interest which he has or may acquire in the same. Executive
further agrees that he will promptly execute any and all applications,
assignments or other instruments which an officer of the Company or the Board of
Directors of the Company shall deem necessary or useful in order to apply for
and obtain Letters Patent in the United States and all foreign countries for
said information, inventions and discoveries and in order to assign and convey
to the Company the sole and exclusive right, title and interest in and to said
information, inventions, discoveries, patent applications and patents thereon.
The Company will bear the cost of preparation of all such patent applications
and assignments, and the cost of prosecution of all such patent applications in
the United States Patent Office and in the patent offices of foreign countries.
(c) All documents, records, apparatus, equipment and other physical
property furnished to Executive by the Company or produced by Executive or
others in connection with his employment shall be and remain the sole property
of the Company. Executive will return and deliver such property to the Company
as and when requested by the Company.
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(d) Executive agrees that the provisions of this Paragraph 9 shall survive
the termination of his employment and of this Agreement.
10. NON-COMPETITION
(a) Executive agrees that, during the period he is employed by the Company
or any subsidiary or affiliate of the Company, under this Agreement or
otherwise, he will not engage in, or otherwise directly or indirectly be
employed by, or act as a consultant, advisor or lender to, or be a director,
officer, employee, stockholder, owner or partner of, any other business or
organization, whether or not such business or organization now is or shall then
be competing with the Company or any parent, subsidiary or affiliate of the
Company; provided, however, that Executive shall not be prohibited either from
managing his own personal investments on his own personal time or from serving
on up to three outside boards of directors or advisory boards, so long as such
activities do not (i) involve a business or organization which competes with the
Company or any subsidiary or affiliate of the Company, (ii) interfere or
conflict with the performance of his duties as an employee of the Company or any
subsidiary or affiliate of the Company, (iii) otherwise result in a breach of
any of the provisions of this Agreement; or (iv) in the case of serving as a
director or advisory board member of other companies, such activities for all
such companies do not require, in the aggregate, more than 15 days per year,
including travel time.
Executive further agrees that (y) if his employment with the Company is
terminated by the Company pursuant to Paragraphs 8(a) or 8(b)(i) hereof, or (z)
if he terminates this Agreement pursuant to Paragraph 8(c) hereof or resigns or
otherwise fails or refuses to perform the services required of him under this
Agreement other than as a result of a breach of this Agreement by the Company
(which breach is not cured within 30 days after receiving notice thereof), then
during the two-year period commencing on the date he ceases to be employed by
any of the Company or any subsidiary or affiliate of the Company, under this
Agreement or otherwise, Executive shall not directly or indirectly compete with
or be engaged in the same business as the Company or any subsidiary or affiliate
of the Company, or be employed by, or act as consultant, advisor or lender to,
or be a director, officer, employee, stockholder, owner or partner of, any
business or organization which, at the time of such cessation, directly or
indirectly competes with or is engaged in the same business as Company or any
subsidiary or affiliate of the Company; provided, however, that if Executive's
employment with the Company is terminated pursuant to Paragraphs 8(a),
8(b)(i)(A) or 8(c) hereof, Executive's obligations pursuant to this sentence
shall continue only so long as the Company pays Executive compensation at the
same rate compensation was being paid to him pursuant to Paragraph 4 of this
Agreement at the time of such termination (subject, in the case of termination
pursuant to Paragraphs 8(a) or 8(c) hereof, to the provisions of Paragraphs 8(e)
and 8(f) hereof.) Notwithstanding anything contained herein to the contrary, the
provisions of this Paragraph 10(a) will not be deemed breached merely because
Executive owns not more than 1% of the outstanding common stock of a corporation
if, at the time of its acquisition by Executive, such stock is listed on a
national securities exchange, is reported on NASDAQ, or is regularly traded in
the over-the-counter market by a member of a national securities exchange.
(b) Executive agrees that for a period of three years from the termination
of this Agreement he will not, directly or indirectly, employ or solicit the
employment or engagement by others of any employees of, or consultants hired by,
the Company, or any subsidiary or affiliate of the Company, without the prior
written consent of the Company.
(c) The obligations of Executive pursuant to this Paragraph 10 shall
survive the termination of this Agreement.
11. EQUITABLE RELIEF
Executive acknowledges that the restrictions contained in Paragraphs 9 and
10 of this Agreement are reasonable in view of the nature of the business in
which the Company is engaged and the knowledge he will obtain concerning the
Company's business (and the business of any subsidiary or affiliate of the
Company), and that any breach of his obligations under Paragraphs 9 and 10
hereof will cause the Company irreparable harm for which the Company will have
no adequate remedy at law. As a result, the Company shall be entitled
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to the issuance by a court of competent jurisdiction of an injunction,
restraining order or other equitable relief in favor of itself restraining
Executive from committing or continuing any such violation, and Executive
consents to such an injunction, restraining order or other equitable relief. Any
right to obtain an injunction, restraining order or other equitable relief
hereunder will not be deemed a waiver of any right to assert any other remedy
the Company may have under this Agreement or otherwise at law or in equity.
12. REPRESENTATIONS AND WARRANTIES
Executive represents and warrants to the Company that (i) Executive is
under no contractual or other restriction or obligation which is inconsistent
with the execution of this Agreement, the performance of his duties hereunder or
the other rights of the Company and any subsidiary or affiliate of the Company
hereunder, and (ii) Executive is under no physical or mental disability that
would hinder the performance by him of his duties under this Agreement.
13. ASSIGNMENT
Under no circumstances shall Executive assign, pledge or otherwise dispose
of any of his rights or obligations under this Agreement, and any such attempted
assignment, pledge or disposition shall be void and shall, at the Company's
option, relieve the Company of all its obligations under this Agreement. The
Company may assign any of its rights or obligations under this Agreement to any
parent, subsidiary, affiliate or successor.
14. ENTIRE AGREEMENT
This Agreement and the stock option agreements referred to in Paragraph 5
hereof represent the entire agreement between the Company and Executive with
respect to the subject matter hereof and there have been no oral or other
agreements of any kind whatsoever as a condition precedent or inducement to the
signing of this Agreement or otherwise concerning this Agreement or the subject
matter hereof.
15. WAIVERS
Any waiver of any breach of any terms or conditions of this Agreement shall
not operate as a waiver of any other breach of such terms or conditions or any
other term or condition, nor shall any failure to enforce any provision hereof
on any one occasion operate as a waiver of such provision or of any other
provision hereof or a waiver of the right to enforce such provision or any other
provision on any subsequent occasion.
16. AMENDMENTS
This Agreement may not be amended, nor shall any waiver, change,
modification, consent or discharge be effected, except by an instrument in
writing executed by or on behalf of the party against whom enforcement of any
such amendment, waiver, change, modification, consent or discharge is sought.
17. SEVERABILITY
(a) If any provision of this Agreement shall be held or deemed to be
invalid, inoperative or unenforceable as written, it shall be construed, to the
greatest extent possible, in a manner which shall render it valid and
enforceable and any limitation on the scope or duration of any such provision
necessary to make it valid and enforceable shall be deemed to be part thereof.
(b) If any provision of this Agreement shall be held or deemed to be
invalid, inoperative or unenforceable as applied to any particular case in any
jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because
of the conflict or any provision with any constitution or statute or rule of
public policy or for any other reason, such circumstance shall not have the
effect of rendering the provision or provisions in question invalid, inoperative
or unenforceable in any other jurisdiction or in any other case or circumstance
or of rendering any other provision or provisions herein contained invalid,
inoperative or unenforceable to the extent that such other provisions are not
themselves actually in conflict with such constitution, statute or rule of
public policy, but this Agreement shall be reformed and construed in any such
jurisdiction or case as if such
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invalid, inoperative or unenforceable provision had never been contained herein,
and such provision reformed so that it would be valid, operative and enforceable
to the maximum extent permitted in such jurisdiction or in such case.
18. GOVERNING LAW
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York without giving effect to rules
governing conflict of laws.
19. COURTS
Any action to enforce any of the provisions of this Agreement may be
brought in the courts of the State of New York. The parties hereby consent to
the jurisdiction of the courts of the State of New York.
20. NOTICES
Any notice or other communication required or permitted by this
Agreement shall be in writing and personally delivered or mailed by certified
mail, return receipt requested, addressed to the parties at their addresses set
forth above, or to such other addresses as one party may specify to the other
party, from time to time, in writing. Any notice or other communication given by
certified mail shall be deemed given at the time of certification thereof,
except for a notice changing a party's address which shall be deemed given at
the time of receipt thereof.
21. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original but all of which together will constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
And year first above written.
ONCOGENE SCIENCE, INC.
By: /s/ EDWIN GEE
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/s/ GARY E. FRASHIER
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Gary E. Frashier
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