Exhibit 10.1
*LOAN1000*
MASTER SECURITY AGREEMENT
dated as of JULY 17, 2003 ("AGREEMENT")
THIS AGREEMENT is between GENERAL ELECTRIC CAPITAL CORPORATION
(together with its successors and assigns, if any, "SECURED PARTY") and
ANTIGENICS INC. ("DEBTOR"). Secured Party has an office at 401 Merritt 7 Suite
23, Norwalk, CT 06851-1177. Debtor is a corporation organized and existing under
the laws of the state of Delaware ("the State"). Debtor's mailing address and
chief place of business is 630 Fifth Avenue, Suite 2100, New York, NY 10111.
1. CREATION OF SECURITY INTEREST.
Debtor grants to Secured Party, its successors and assigns, a security
interest in and against all property listed on any collateral schedule now or in
the future annexed to or made a part of this Agreement ("COLLATERAL SCHEDULE"),
and in and against all additions, attachments, accessories and accessions to
such property, all substitutions, replacements or exchanges thereof, and all
insurance and/or other proceeds thereof (all such property is individually and
collectively called the "COLLATERAL"). This security interest is given to secure
the payment and performance of the Notes and all debts, obligations and
liabilities of any kind whatsoever of Debtor to Secured Party, now existing or
arising in the future, including but not limited to the payment and performance
of certain Promissory Notes from time to time identified on any Collateral
Schedule (collectively "NOTES" and each a "NOTE"), and any renewals, extensions
and modifications of such debts, obligations and liabilities (such Notes, debts,
obligations and liabilities are called the "INDEBTEDNESS").
2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR.
Debtor represents, warrants and covenants as of the date of this
Agreement and, except as set forth therein, as of the date of each Collateral
Schedule that:
(a) Debtor's exact legal name is as set forth in the preamble of this
Agreement and Debtor is, and will remain, duly organized, existing and in good
standing under the laws of the State set forth in the preamble of this
Agreement, has its chief executive offices at the location specified in the
preamble, and is, and will remain, duly qualified and licensed in every
jurisdiction wherever necessary to carry on its business and operations, except
where the failure to so qualify or be licensed would not be reasonably expected
to have a material adverse effect on Debtor, its business or operations, or its
ability to perform its obligations under the Debt Documents;
(b) Debtor has adequate power and capacity to enter into, and to
perform its obligations under this Agreement, each Note and any other documents
evidencing, or given in connection with, any of the Indebtedness (all of the
foregoing are called the "DEBT DOCUMENTS");
(c) This Agreement and the other Debt Documents have been duly
authorized, executed and delivered by Debtor and constitute legal, valid and
binding agreements enforceable in accordance with their terms, except to the
extent that the enforcement of remedies may be limited under applicable
bankruptcy and insolvency laws;
(d) No approval, consent or withholding of objections is required from
any governmental authority or instrumentality with respect to the entry into, or
to confirm performance by Debtor of any of the Debt Documents, except any
already obtained;
(e) The entry into, and performance by, Debtor of the Debt Documents
will not (i) violate any of the organizational documents of Debtor or any
judgment, order, law or regulation applicable to Debtor, or (ii) result in any
breach of or constitute a default under any material contract in excess of
$250,000 to which Debtor is a party, or result in the creation of any lien,
claim or encumbrance on any of Debtor's property (except for liens in favor of
Secured Party as contemplated hereby) pursuant to any indenture, mortgage, deed
of trust, bank loan, credit agreement, or other like agreement or instrument to
which Debtor is a party;
(f) There are no suits or proceedings pending in court or before any
commission, board or other administrative agency against or affecting Debtor,
other than what has been disclosed in Debtor's Quarterly Report for the period
ended March 31, 2003 filed with the SEC on May 15, 2003, which are reasonably
expected to, in the aggregate, have a material adverse effect on Debtor, its
business or operations, or its ability to perform its obligations under the Debt
Documents, nor does Debtor have reason to believe that any such suits or
proceedings are threatened;
(g) All financial statements delivered to Secured Party in connection
with the Indebtedness have been prepared in accordance with generally accepted
accounting principles, and since the date of the most recent financial
statement, there has been no material adverse change in Debtors' financial
condition;
(h) The Collateral is not, and will not be, used by Debtor for
personal, family or household purposes;
(i) Debtor will not be negligent in its care and use of the Collateral,
and shall use reasonable commercial efforts to maintain the Collateral in good
condition and repair, ordinary wear and tear excepted
(j) Debtor is, and will remain, the sole and lawful owner, and in
possession of, the Collateral, and has the sole right and lawful authority to
grant the security interest described in this Agreement;
(k) The Collateral is, and will remain, free and clear of all liens,
claims and encumbrances of any kind whatsoever, except for (i) liens in favor of
Secured Party, (ii) liens for taxes not yet due or for taxes being contested in
good faith and which do not involve, in the reasonable judgment of Secured
Party, any risk of the sale, forfeiture or loss of a material portion of the
Collateral, and (iii) materialmen's, mechanic's, repairmen's and similar liens
arising by operation of law in the normal course of business for amounts which
are not delinquent or are contested in good faith (all of such liens are called
"PERMITTED Liens");
(l) Debtor is and will remain in full compliance with all laws and
regulations applicable to it including, without limitation, (i) ensuring that no
person who owns a controlling interest in or otherwise controls Debtor is or
shall be (Y) listed on the Specially Designated Nationals and Blocked Person
List maintained by the Office of Foreign Assets Control ("OFAC"), Department of
the Treasury, and/or any other similar lists maintained by OFAC pursuant to any
authorizing statute, Executive Order or regulation or (Z) a person designated
under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23,
2001), any related enabling legislation or any other similar Executive Orders,
and (ii) compliance with all applicable Bank Secrecy Act ("BSA") laws,
regulations and government guidance on BSA compliance and on the prevention and
detection of money laundering violations; and
(m) Debtor's Intellectual Property, as defined in Section 7 below, is
and will remain free and clear of all liens, claims and encumbrances of any kind
whatsoever, except for Permitted Liens as defined in subsection (k) of this
Section.
3. COLLATERAL.
(a) Until the declaration of any default, Debtor shall remain in
possession of the Collateral; except that Secured Party shall have the right to
possess (i) any chattel paper or instrument that constitutes a part of the
Collateral, and (ii) any other Collateral in which Secured Party's security
interest may be perfected only by possession. Secured Party may inspect any of
the Collateral during normal business hours after giving Debtor reasonable prior
written notice. If Secured Party asks, Debtor will promptly notify Secured Party
in writing of the location of any Collateral.
(b) Debtor shall use reasonable commercial efforts to (i) use the
Collateral only in its trade or business, (ii) maintain all of the Collateral in
good operating order and repair, normal wear and tear excepted, (iii) use and
maintain the Collateral only in compliance with manufacturers recommendations
and all applicable laws, and (iv) keep all of the Collateral free and clear of
all liens, claims and encumbrances (except for Permitted Liens).
(c) Secured Party does not authorize and Debtor agrees it shall not (i)
part with possession of any of the Collateral (except to Secured Party or for
maintenance and repair), (ii) remove any of the Collateral from the continental
United States, or (iii) sell, rent, lease, mortgage, license, grant a security
interest in or otherwise transfer or encumber (except for Permitted Liens) any
of the Collateral, provided that Debtor may, with the consent of Secured Party,
such consent not to be unreasonably withheld, sell, rent, encumber, lease or
otherwise transfer or dispose of any Collateral that is obsolete and has been
replaced in the ordinary course with equipment of like or better value.
(d) Debtor shall pay promptly when due all taxes, license fees,
assessments and public and private charges levied or assessed on any of the
Collateral, on its use, or on this Agreement or any of the other Debt Documents,
except for those contested in good faith. At its option, Secured Party may
discharge taxes, liens, security interests or other encumbrances at any time
levied or placed on the Collateral and may pay for the maintenance, insurance
and preservation of the Collateral and effect compliance with the terms of this
Agreement or any of the other Debt Documents. Debtor agrees to reimburse Secured
Party, on demand, all reasonable costs and expenses incurred by Secured Party in
connection with such payment or performance and agrees that such reimbursement
obligation shall constitute Indebtedness.
(e) Debtor shall, at all times, keep accurate and complete records of
the Collateral, and Secured Party shall have the right to inspect and make
copies of all of Debtor's books and records relating to the Collateral during
normal business hours, after giving Debtor reasonable prior written notice.
(f) Debtor agrees and acknowledges that any third person who may at any
time possess all or any portion of the Collateral shall be deemed to hold, and
shall hold, the Collateral as the agent of, and as pledge holder for, Secured
Party. Secured Party may at any time give
notice to any third person described in the preceding sentence that such third
person is holding the Collateral as the agent of, and as pledge holder for, the
Secured Party.
4. INSURANCE.
(a) Debtor shall at all times bear the entire risk of any loss, theft,
damage to, or destruction of, any of the Collateral from any cause whatsoever.
(b) Debtor agrees to keep the Collateral insured against loss or damage
by fire and extended coverage perils, theft, burglary, and for any or all
Collateral which are vehicles, for risk of loss by collision, and if requested
by Secured Party, against such other risks as Secured Party may reasonably
require. The insurance coverage shall be in an amount no less than the full
replacement value of the Collateral, and deductible amounts, insurers and
policies shall be reasonably acceptable to Secured Party. Debtor shall deliver
to Secured Party policies or certificates of insurance evidencing such coverage.
Each policy shall name Secured Party as a loss payee, shall provide for coverage
to Secured Party regardless of the breach by Debtor of any warranty or
representation made therein, shall not be subject to co-insurance, and shall
provide that coverage may not be canceled or altered by the insurer except upon
thirty (30) days prior written notice to Secured Party. Debtor appoints Secured
Party as its attorney-in-fact to make proof of loss, claim for insurance and
adjustments with insurers, and to receive payment of and execute or endorse all
documents, checks or drafts in connection with insurance payments. Secured Party
shall not act as Debtor's attorney-in-fact unless Debtor is in default. Proceeds
of insurance during a default or in excess of $100,000 shall be applied, at the
option of Secured Party, to repair or replace the Collateral or to reduce any of
the Indebtedness. Any excess proceeds of insurance shall be paid to, and
retained by, Debtor.
5. REPORTS.
(a) Debtor shall promptly notify Secured Party of (i) any change in the
name of Debtor, (ii) any change in the state of its incorporation or
registration, (iii) any relocation of its chief executive offices, (iv) any
relocation of any of the Collateral, (v) any of the Collateral being lost,
stolen, missing, destroyed, materially damaged or worn out, or (vi) any lien,
claim or encumbrance other than Permitted Liens attaching to or being made
against any of the Collateral.
(b) Debtor agrees to provide quarterly unaudited statements and annual
audited statements, certified by a recognized firm of certified public
accountants, within 10 days after the statements are provided to the Securities
and Exchange Commission ("SEC"). All such statements are to be prepared using
generally accepted accounting principles ("GAAP") and are to be in compliance
with SEC requirements.
6. FURTHER ASSURANCES.
(a) Debtor shall, upon request of Secured Party, furnish to Secured
Party such further information, execute and deliver to Secured Party such
documents and instruments (including, without limitation, Uniform Commercial
Code financing statements) and shall do such other acts and things as Secured
Party may at any time reasonably request relating to the perfection or
protection of the security interest created by this Agreement or for the purpose
of carrying out the intent of this Agreement. Without limiting the foregoing,
Debtor shall cooperate and do all acts deemed reasonably necessary by Secured
Party to continue in Secured Party a perfected first security interest in the
Collateral, and shall use its reasonable commercial efforts to obtain and
furnish to Secured Party any subordinations, releases, landlord waivers, lessor
waivers, mortgagee waivers, or control agreements, and similar documents as may
be from time to time reasonably requested by, and in form and substance
reasonably satisfactory to, Secured Party.
(b) Debtor authorizes Secured Party to file a financing statement and
amendments thereto describing the Collateral and containing any other
information required by the applicable Uniform Commercial Code. Debtor
irrevocably grants to Secured Party the power to sign Debtor's name and
generally to act on behalf of Debtor to execute and file applications for title,
financing statements, notices of lien and other documents pertaining to any or
all of the Collateral; this power is coupled with Secured Party's interest in
the Collateral. Debtor shall, if any certificate of title be required or
permitted by law for any of the Collateral, use its reasonable commercial
efforts to obtain and promptly deliver to Secured Party such certificate showing
the lien of this Agreement with respect to the Collateral. Debtor ratifies its
prior authorization for Secured Party to file financing statements and
amendments thereto describing the Collateral and containing any other
information required by the Uniform Commercial Code if filed prior to the date
hereof.
(c) Debtor shall indemnify and defend the Secured Party, its successors
and assigns, and their respective directors, officers and employees
(collectively, the "INDEMNITEES"), from and against all claims, actions and
suits (including, without limitation, related reasonable attorneys' fees) of any
kind whatsoever arising in connection with any of the Collateral except such as
may be caused by gross negligence or willful misfeasance of the applicable
Indemnitee.
7. DEFAULT AND REMEDIES.
(a) Debtor shall be in default under this Agreement and each of the
other Debt Documents if:
(i) Debtor breaches its obligation to pay when due any
installment or other amount due or coming due under any of the Debt Documents
and fails to cure the breach within ten (10) days;
(ii) Debtor, without the prior written consent of Secured
Party, attempts to or does sell, rent, lease, license, mortgage, grant a
security interest in, or otherwise transfer or encumber (except for Permitted
Liens) any of the Collateral, it being understood that Debtor may, with the
consent of Secured Party, such consent not to be unreasonably withheld, sell,
rent, license, encumber, lease or otherwise transfer or dispose of any
Collateral that is obsolete and has been replaced in the ordinary course with
equipment of like or better value;
(iii) Debtor breaches any of its insurance obligations under
Section 4;
(iv) Debtor breaches any of its other obligations under any of
the Debt Documents and fails to cure that breach within thirty (30) days after
written notice from Secured Party;
(v) Any warranty, representation or statement made by Debtor
in any of the Debt Documents or otherwise in connection with any of the
Indebtedness shall be false or misleading in any material respect;
(vi) Any material portion of the Collateral is subjected to
attachment, execution, levy, seizure or confiscation in any legal proceeding or
otherwise, or if any legal or administrative proceeding is commenced against
Debtor or any of the Collateral, which in the good faith judgment of Secured
Party subjects any material portion of the Collateral to a material risk of
attachment, execution, levy, seizure or confiscation and no bond is posted or
protective order obtained to negate such risk;
(vii) Debtor breaches or is in default under any other
agreement between Debtor and Secured Party;
(viii) Debtor dissolves, terminates its existence, becomes
insolvent or ceases to do business as a going concern;
(ix) A receiver is appointed and not discharged within 30 days
of such appointment for all or of any part of the property of Debtor, or Debtor
makes any assignment for the benefit of creditors;
(x) Debtor files a petition under any bankruptcy, insolvency
or similar law, or any such petition is filed against Debtor and is not
dismissed within forty-five (45) days;
(xi) Debtor's improper filing of an amendment or termination
statement relating to a filed financing statement describing the Collateral; or
(xii) Debtor defaults under any other material obligation for
(A) borrowed money, (B) the deferred purchase price of property or (C) payments
due under any lease agreement;
(xiii) At any time during the term of this Agreement Debtor
sells more than 50% of its interest in the company to another corporation or
business or all or substantially all of its assets without Secured Party's prior
written consent, which shall not be unreasonably withheld;
(xiv) There is a material adverse change in the Debtor's
operations that impacts its financial condition;
(xv) Debtor sells, transfers, assigns, mortgages, pledges,
leases, grants a security interest in or encumbers any or all of Debtor's
Intellectual Property now existing or hereafter acquired. "Intellectual property
shall consist of but not be limited to any and all owned or licensed patents,
trademarks and copyrights. For purposes of this paragraph xv, licenses,
sublicenses, collaboration agreements, option agreements, distribution
agreements, co-promotion/marketing agreements or any other right of access
granted to another party by the Debtor of its Intellectual Property as part of a
research and development or commercialization or other ordinary course of doing
business arrangement, shall be excluded. Debtor shall provide Lessor with a
listing of such rights granted to third parties within ten (10) days of receipt
of written request.
(b) If Debtor is in default, the Secured Party, at its option, may
declare any or all of the Indebtedness to be immediately due and payable,
without demand or notice to Debtor. The accelerated obligations and liabilities
shall bear interest (both before and after any judgment) until paid in full at
the lower of eighteen percent (18%) per annum or the maximum rate not prohibited
by applicable law.
(c) For so long as a default has occurred and is continuing, Secured
Party shall have all of the rights and remedies of a Secured Party under the
Uniform Commercial Code ("UCC"), and under any other applicable law. Without
limiting the foregoing, Secured Party shall have the right to (i) notify any
account debtor of Debtor or any obligor on any instrument which constitutes part
of the Collateral to make payment to the Secured Party, (ii) with or without
legal process, enter any premises where the Collateral may be and take
possession of and remove the Collateral from the premises or store it on the
premises, (iii) sell the Collateral at public or private sale, in whole or in
part, and have the right to bid and purchase at said sale (subject to the
commercially reasonableness requirements of Section 9-610 of the UCC), or (iv)
lease or otherwise dispose (subject to the commercially reasonableness
requirements of Section 9-610 of the UCC) of all or part of the Collateral,
applying proceeds from such disposition to the obligations then in default. If
requested by Secured Party, Debtor shall promptly assemble the Collateral and
make it available to Secured Party at a place to be designated by Secured Party
which is reasonably convenient to both parties. Secured Party may also render
any or all of the Collateral unusable at the Debtor's premises and may dispose
of such Collateral on such premises without liability for rent or costs. Any
notice that Secured Party is required to give to Debtor under the Uniform
Commercial Code of the time and place of any public sale or the time after which
any private sale or other intended disposition of the Collateral is to be made
shall be deemed to constitute reasonable notice if such notice is given to the
last known address of Debtor at least ten (10) days prior to such action.
(d) Proceeds from any sale or lease or other disposition shall be
applied: first, to all reasonable costs of repossession, storage, and
disposition including without limitation reasonable attorneys', appraisers', and
auctioneers' fees; second, to discharge the obligations then in default; third,
to discharge any other Indebtedness of Debtor to Secured Party, whether as
obligor, endorser, guarantor, surety or indemnitor; fourth, to expenses incurred
in paying or settling liens and claims against the Collateral; and lastly, to
Debtor, if there exists any surplus. Debtor shall remain fully liable for any
deficiency.
(e) Debtor agrees to pay all reasonable attorneys' fees and other costs
incurred by Secured Party in connection with the enforcement, assertion, defense
or preservation of Secured Party's rights and remedies under this Agreement, or
if prohibited by law, such lesser sum as may be permitted. Debtor further agrees
that such fees and costs shall constitute Indebtedness.
(f) Secured Party's rights and remedies under this Agreement or
otherwise arising are cumulative and may be exercised singularly or
concurrently. Neither the failure nor any delay on the part of the Secured Party
to exercise any right, power or privilege under this Agreement shall operate as
a waiver, nor shall any single or partial exercise of any right, power or
privilege preclude any other or further exercise of that or any other right,
power or privilege. SECURED PARTY SHALL NOT BE DEEMED TO HAVE WAIVED ANY OF ITS
RIGHTS UNDER THIS AGREEMENT OR UNDER ANY OTHER AGREEMENT, INSTRUMENT OR PAPER
SIGNED BY DEBTOR UNLESS SUCH WAIVER IS EXPRESSED IN WRITING AND SIGNED BY
SECURED PARTY. A waiver on any one occasion shall not be construed as a bar to
or waiver of any right or remedy on any future occasion.
(g) DEBTOR AND SECURED PARTY UNCONDITIONALLY WAIVE THEIR RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT, ANY OF THE OTHER DEBT DOCUMENTS, ANY OF THE INDEBTEDNESS SECURED
HEREBY, ANY DEALINGS BETWEEN DEBTOR AND SECURED PARTY RELATING TO THE SUBJECT
MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP
THAT IS BEING ESTABLISHED BETWEEN DEBTOR AND SECURED PARTY. THE SCOPE OF THIS
WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE
FILED IN ANY COURT. THIS WAIVER IS IRREVOCABLE. THIS WAIVER MAY NOT BE MODIFIED
EITHER ORALLY OR IN WRITING. THE WAIVER ALSO SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, ANY OTHER
DEBT DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS
TRANSACTION OR ANY RELATED TRANSACTION. THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE
COURT.
8. MISCELLANEOUS.
(a) This Agreement, any Note and/or any of the other Debt Documents may
be assigned, in whole or in part, by Secured Party with written notice to
Debtor, and Debtor agrees not to assert against any such assignee, or assignee's
assigns, any defense, set-off, recoupment claim or counterclaim which Debtor has
or may at any time have against Secured Party for any reason whatsoever. Debtor
agrees that if Debtor receives written notice of an assignment from Secured
Party, Debtor will pay all amounts payable under any assigned Debt Documents to
such assignee or as instructed by Secured Party. Debtor also agrees to confirm
in writing receipt of the notice of assignment as may be reasonably requested by
Secured Party or assignee.
(b) All notices to be given in connection with this Agreement shall be
in writing, shall be addressed to the parties at their respective addresses set
forth in this Agreement (unless and until a different address may be specified
in a written notice to the other party), and shall be deemed given (i) on the
date of receipt if delivered in hand or by facsimile transmission, (ii) on the
next business day after being sent by express mail, and (iii) on the fourth
business day after being sent by regular, registered or certified mail. As used
herein, the term "business day" shall mean and include any day other than
Saturdays, Sundays, or other days on which commercial banks in New York, New
York are required or authorized to be closed.
(c) Secured Party may correct patent errors and fill in all blanks in
this Agreement or in any Collateral Schedule consistent with the agreement of
the parties subject to review by Debtor.
(d) Time is of the essence of this Agreement. This Agreement shall be
binding, jointly and severally, upon all parties described as the "Debtor" and
their respective heirs, executors, representatives, successors and assigns, and
shall inure to the benefit of Secured Party, its successors and assigns.
(e) This Agreement and its Collateral Schedules constitute the entire
agreement between the parties with respect to the subject matter of this
Agreement and supersede all prior understandings (whether written, verbal or
implied) with respect to such subject matter. THIS AGREEMENT AND ITS COLLATERAL
SCHEDULES SHALL NOT BE CHANGED OR TERMINATED ORALLY OR BY COURSE OF CONDUCT, BUT
ONLY BY A WRITING SIGNED BY BOTH PARTIES. Section headings contained in this
Agreement have been included for convenience only, and shall not affect the
construction or interpretation of this Agreement.
(f) This Agreement shall continue in full force and effect until all of
the Indebtedness has been indefeasibly paid in full to Secured Party or its
assignee. The surrender, upon payment or otherwise, of any Note or any of the
other documents evidencing any of the Indebtedness shall not affect the right of
Secured Party to retain the Collateral for such other Indebtedness as may then
exist or as it may be reasonably contemplated will exist in the future. This
Agreement shall automatically be reinstated if Secured Party is ever required to
return or restore the payment of all or any portion of the Indebtedness (all as
though such payment had never been made).
(g) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF CONNECTICUT (WITHOUT REGARD TO THE CONFLICT OF
LAWS PRINCIPLES OF SUCH STATE), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY
AND PERFORMANCE, REGARDLESS OF THE LOCATION OF THE EQUIPMENT.
IN WITNESS WHEREOF, Debtor and Secured Party, intending to be legally
bound hereby, have duly executed this Agreement in one or more counterparts,
each of which shall be deemed to be an original, as of the day and year first
aforesaid.
SECURED PARTY: DEBTOR:
GENERAL ELECTRIC CAPITAL CORPORATION ANTIGENICS INC., A DELAWARE CORPORATION
By: /s/ John Edel By: /s/ Jeff D. Clark
-------------------------------- -----------------------------------
Name: John Edel Name: Jeff D. Clark
Title: SVP Title: CFO