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EMPLOYMENT AGREEMENT EXHIBIT 10.7
PARTIES
This Employment Agreement (this "Agreement"), dated as of the ___ day
of May, 1996, is entered into by and between CardioTech International, Inc., a
Massachusetts corporation having its principal place of business at 11 State
Street, Woburn, Massachusetts 01801 (the "Company"), and Michael Szycher, Ph.D.,
an individual with an address at 2 Durham Drive, Lynnfield, Massachusetts 01940
(the "Executive").
TERMS OF AGREEMENT
In consideration of this Agreement and the continued employment of the
Executive by the Company, the parties agree as follows:
1. Employment. The Company hereby employs the Executive, on a full-time
basis, to act as Chief Executive Officer of the Company and to perform such acts
and duties and furnish such services to the Company in connection with and
related to that position as is customary for persons with similar positions in
like companies, and as the Board of Directors of the Company (the "Board") shall
from time to time reasonably direct. The Executive shall be an officer of the
Company. The Company also agrees to use its best efforts to cause the Executive
to be elected a member, and the Chairman, of the Board. The Executive hereby
accepts said employment. The Executive shall use his best and most diligent
efforts to promote the interests of the Company; shall discharge his duties in a
highly competent manner; and shall devote his full business time and his best
business judgment, skill and knowledge to the performance of his duties and
responsibilities hereunder. The Executive shall report directly to the Board.
Nothing contained herein shall preclude the Executive from devoting incidental
and insubstantial amounts of time to activities other than the business of the
Company.
2. Term of Employment. The Company agrees to employ the Executive for
the period commencing on the date hereof and ending on [insert date - two years
from the effective date of the Company's Form 10] (the "Employment Period").
Notwithstanding the foregoing, both the Executive and the Company shall have the
right to terminate the Executive's employment under this Agreement upon thirty
(30) days written notice to the other party, subject to the Company's obligation
to pay severance benefits under certain circumstances as provided in Sections
3.6 and 3.7 hereof. If the Executive shall remain in the employ of the Company
beyond the Employment Period, in the absence of any other express agreement
between the parties, this Agreement shall
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be deemed to continue on a month-to-month basis (the "Extended Employment
Period").
3. Compensation and Benefits; Disability.
3.1. Salary. During the Executive's employment, the Company
shall pay the Executive an annualized base salary of One Hundred Fifty Thousand
Dollars ($150,000) (the "Base Salary"), payable in equal installments pursuant
to the Company's customary payroll policies in force at the time of payment (but
in no event less frequently than monthly), less required payroll deductions and
state and federal withholdings. The Base Salary may be adjusted from time to
time in the sole discretion of the Board, except that the Executive, if a
Director, shall not be entitled to vote thereon. The Base Salary shall be
reviewed annually by the Board.
3.2. Bonus Payment. During the Employment Period, the
Executive may receive, in the sole discretion of the Compensation Committee of
the Board (the "Compensation Committee"), an annual bonus payment in an amount,
if any, to be determined by the Compensation Committee, except that the
Executive, if a member of the Compensation Committee, shall not be entitled to
vote thereon.
3.3. Executive Benefits. During the Employment Period, the
Executive shall receive such benefits as are customarily provided to other
officers and employees of the Company, including but not limited to
the following benefits:
(a) Health Insurance. Non-contributory health insurance
pursuant to a ________________ policy or substantially similar policy; and
(b) Life Insurance. Life insurance on the life of the
Executive with an Executive-directed beneficiary in the amount of [150%] of the
Base Salary.
3.4. Vacation. The Executive may take four weeks of paid
vacation during each year at such times as shall be consistent with the
Company's vacation policies and (in the Board's judgment) with the Company's
vacation schedule for officers and other employees.
3.5. Disability or Death. If during the Employment Period, the
Executive shall (i) become ill, disabled or otherwise incapacitated so as to be
unable to perform his usual duties (a) for a period in excess of one hundred
twenty (120) consecutive days or (b) for more than one hundred eighty (180) days
in any consecutive twelve (12) month period, or (ii) die, then the Company shall
have the right to terminate this Agreement, in
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accordance with applicable laws, on thirty (30) days written notice to the
Executive or his estate.
3.6. Severance Payment. In the event (i) the Company
terminates this Agreement without Cause (i.e., other than pursuant to Section
3.5 or Section 4 hereof) at any time (including during the Extended Employment
Period, or (ii) the Executive terminates his employment for Good Reason
following a Change in Control of the Company, or (iii) the Company fails to
renew this Agreement within two (2) years following the occurrence of a Change
in Control, the Company shall pay the Executive a severance payment equal to the
Executive's then current Base Salary multiplied by 2.99; such severance payment
to be adjusted to the extent necessary to avoid such payment being treated as an
"excess parachute payment" for purposes of Section 280G of the Internal Revenue
Code of 1986.
"Good Reason" shall mean, during the nine (9) month period
following a Change in Control, (1) a good faith determination by the Executive
that as a result of such Change in Control he is not able to discharge his
duties effectively or (2) without the Executive's express written consent, the
occurrence of any of the following circumstances: (a) the assignment to the
Executive of any duties inconsistent (except in the nature of a promotion) with
the position in the Company that he held immediately prior to the Change in
Control or a substantial adverse alteration in the nature or status of his
position or responsibilities or the conditions of his employment from those in
effect immediately prior to the Change in Control; (b) a reduction by the
Company in the Base Salary as in effect on the date of the Change in Control;
(c) the Company's requiring the Executive to be based more than twenty-five (25)
miles from the Company's offices at which he was principally employed
immediately prior to the date of the Change in Control except for required
travel on the Company's business to an extent substantially consistent with his
present business travel obligations; or (d) the failure by the Company to
continue in effect any material compensation or benefit plan in which the
Executive participates immediately prior to the Change in Control unless an
equitable arrangement (embodied in an ongoing substitute or alterative plan) has
been made with respect to such plan, or the failure by the Company to continue
the Executive's participation therein (or in such substitute or alterative plan)
on a basis not materially less favorable, both in terms of the amount of
benefits provided and the level of his participation relative to other
participants, than existed at the time of the Change in Control. The Executive's
continued employment shall not constitute consent to, or a waiver of rights with
respect to, any circumstance constituting Good Reason hereunder.
For purposes of this Agreement, a "Change in Control" shall occur or be
deemed to have occurred only if any of the following
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events occur: (i) any "person," as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (other
than any majority owned subsidiary thereof, the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the Company, any
trustee or other fiduciary of a trust treated for federal income tax purposes as
a grantor trust of which the Company is the grantor, or any corporation owned
directly or indirectly by the stockholders of the Company in substantially the
same proportion as their ownership of stock of the Company) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 50% or more of the
combined voting power of the Company's then outstanding securities on any matter
which could come before its stockholders for approval; (ii) individuals who, as
of the date hereof, constitute the Board (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board, provided that any person
becoming a director subsequent to the date hereof whose election, or nomination
for election by the Company's stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board (other than an
election or nomination of an individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to the
election of the directors of the Company, as such terms are used in Rule 14a-11
of Regulation 14A under the Exchange Act) shall be, for purposes of this
Agreement, considered as though such person were a member of the Incumbent
Board; (iii) the stockholders of the Company approve a merger or consolidation
of the Company with any other corporation, other than (A) a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 80% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation or (B) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in which no
"person" (as hereinabove defined) acquires more than 50% of the combined voting
power of the Company's then outstanding securities; or (iv) the stockholders of
the Company approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of all or substantially all
of the Company's assets.
3.7. Benefits After Termination. Except as otherwise required
by law, the Executive shall not be entitled to any employee benefits provided
under Section 3.3 hereof after termination of the employment of the Executive,
whether or not severance pay is being provided, except that if the Executive is
entitled to the severance payment described in Section 3.6 of this Agreement,
(i) the Company shall continue in full force and
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effect, at its expense, the life insurance provided for in Section 3.3(b) hereof
for a period of one (1) year after termination of the Executive's employment
hereunder or until the Executive becomes employed, whichever first occurs, and
(ii) during the six (6) month period following the termination of the
Executive's employment, the Company shall reimburse the Executive for
out-of-pocket health insurance expenses incurred by the Executive pursuant to
the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA"). If the
Executive elects not to maintain health insurance pursuant to COBRA, the Company
is under no obligation to reimburse the Executive for his otherwise elected
coverage. The Executive shall be obligated to give the Company prompt notice of
his employment.
4. Discharge for Cause. The Company may discharge the Executive and
terminate his employment under this Agreement for Cause without further
liability to the Company by a majority vote of the Board, except that Executive,
if a Director, shall not be entitled to vote thereon. As used in this Agreement,
"Cause" shall mean any or all of the following:
(a) misconduct of the Executive during the course of his
employment which is materially injurious to the Company and which is brought to
the attention of the Executive promptly after discovery by the Company,
including but not limited to, theft or embezzlement from the Company, the
intentional provision of services to competitors of the Company, or improper
disclosure of proprietary information, but not including any act or failure to
act by the Executive that he believed in good faith to be proper conduct not
adverse to his duties hereunder;
(b) willful disregard or neglect by the Executive of his
duties or of the Company's interests that continues after being brought to the
attention of the Executive;
(c) unavailability (except as provided in Section 3.5 hereof)
of the Executive to substantially perform the duties provided for herein;
(d) conviction of a fraud or felony or any criminal offense
involving dishonesty, breach of trust or moral turpitude during the Executive's
employment;
(e) the Executive's breach of any of the material terms of
this Agreement (including the failure of the Executive to discharge his duties
in a highly competent manner) or any of the agreements executed in connection
herewith as enumerated in Section 10.1 hereof.
In the event the Company exercises its right to terminate the
Executive's employment under this Section 4, the Executive
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shall not be entitled to receive any severance pay or other termination
benefits, except as required by law.
5. Termination Without Cause. The Company may terminate this Agreement
without Cause, without further liability to the Company except as set forth in
Sections 3.6 and 3.7 hereof, by a majority vote of the Board. The Executive, if
a Director, shall not be entitled to vote on the termination of this Agreement
without Cause.
6. Expenses. Pursuant to the Company's customary policies in force at
the time of payment, the Executive shall be promptly reimbursed, against
presentation of vouchers or receipts therefor, for all authorized expenses
properly incurred by him on the Company's behalf in the performance of his
duties hereunder.
7. Additional Agreements. Upon execution of this Agreement, the
Executive shall execute and deliver to the Company an Agreement Not to Compete
(the "Noncompetition Agreement") and a Confidential and Proprietary Information
Agreement (the "Confidential and Proprietary Information Agreement"),
substantially in the forms attached hereto as Exhibits A and B. The agreements
attached hereto as Exhibits A and B shall survive the expiration of or
termination of this Agreement and the termination of Executive's employment with
the Company for any reason.
8. Arbitration. All disputes and claims relating to this Agreement and
the rights, obligations and performance of the parties hereto shall be settled
by a single arbitrator sitting in Boston, Massachusetts under the applicable
rules of the American Arbitration Association.
9. Notices. Any notice of communication given by any party hereto to the
other party or parties shall be in writing and personally delivered, mailed by
certified mail, return receipt requested, postage prepaid, or delivered by a
recognized overnight carrier, to the addresses provided above. All notices shall
be deemed given when actually received. Any person entitled to receive notice
(or a copy thereof) may designate in writing, by notice to the others, another
address to which notices to such person shall thereafter be sent.
10. Miscellaneous.
10.1. Entire Agreement. This Agreement contains the entire
understanding of the parties in respect of its subject matter and supersedes all
prior agreements and understandings between the parties with respect to such
subject matter; provided, however, that nothing in this Agreement shall affect
the Executive's or the Company's obligations under the Noncompetition Agreement
or the Confidential and Proprietary
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Information Agreement each dated May ___, 1996, between the parties hereto.
10.2. Amendment; Waiver. This Agreement may not be amended,
supplemented, cancelled or discharged, except by written instrument executed by
the party affected thereby. No failure to exercise, and no delay in exercising,
any right, power or privilege hereunder shall operate as a waiver thereof. No
waiver of any breach of any provision of this Agreement shall be deemed to be a
waiver of any preceding or succeeding breach of the same or any other
provisions.
10.3. Binding Effect; Assignment. The rights and obligations of this
Agreement shall bind and inure to the benefit of any successor of the Company by
reorganization, merger or consolidation, or any assignee of all or substantially
all of the Company's business and properties. The Executive's rights or
obligations under this Agreement may not be assigned by the Executive; except
that the Executive's right to compensation to the earlier of the date of death,
disability pursuant to Section 3.5 hereof, or termination of actual employment,
shall pass to the Executive's executor or administrator.
10.4. Headings. The headings contained in this Agreement are for
reference purposes only
and shall not affect the meaning or interpretation of this Agreement.
10.5. Governing Law; Interpretation. This Agreement shall be
construed in accordance with and governed for all purposes by the laws and
public policy of the Commonwealth of Massachusetts applicable to contracts
executed and to be wholly performed within such Commonwealth. Service of process
in any dispute shall be effective (a) upon the Company, if service is made on
any officer of the Company other than the Executive; (b) upon the Executive, if
served at the Executive's residence last known to the Company with an
information copy to the Executive at any other residence, or in care of a
subsequent employer of which the Company may be aware.
10.6. Further Assurances. Each of the parties agrees to execute,
acknowledge, deliver and perform, or cause to be executed, acknowledged,
delivered or performed, at any time, or from time to time, as the case may be,
all such further acts, deeds, assignments, transfers, conveyances, powers of
attorney and assurances as may be necessary or proper to carry out the
provisions or intent of this Agreement.
10.7. Severability. If any one or more of the terms, provisions,
covenants or restrictions of this Agreement shall be determined by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Agreement shall
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remain in full force and effect and shall in no way be affected, impaired or
invalidated. If, moreover, any one or more of the provisions contained in this
Agreement shall for any reason be determined by a court of competent
jurisdiction to be excessively broad as to duration, geographical scope,
activity or subject, it shall be construed by limiting or reducing it so as to
be enforceable to the extent compatible with then applicable law.
EXECUTION
The parties executed this Agreement as a sealed instrument as of the
date first above written, whereupon it became binding in accordance with its
terms.
CARDIOTECH INTERNATIONAL, INC.
By:
--------------------------
Name:
Title:
EXECUTIVE
-----------------------------
Michael Szycher, Ph.D.
Attachments:
Exhibit A: Noncompetition Agreement
Exhibit B: Confidential and Proprietary Information
Agreement
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EXHIBIT A
AGREEMENT NOT TO COMPETE
I recognize that CardioTech International, Inc., a Massachusetts
corporation (the "Company", which term shall include its subsidiaries and
affiliated entities), desires to retain me in its employ and that the Company
wishes to ensure that I do not compete with the Company, as specified below, in
the event my employment with the Company is terminated.
In consideration of the Company's employment or continued employment of
me, I agree as follows:
1. I will not, for a period of one (1) year commencing with the
termination of my employment with the Company, engage (directly or indirectly)
in any activities or render any services similar or reasonably related to those
in which I shall have engaged or those which I shall have rendered as an
employee of the Company during any part of the two-year period preceding my
termination for any trade or business which directly competes with the Company
in any place where the Company does or may do business in any line of business
engaged in (or planned to be engaged in) by the Company, whether now existing or
hereafter established, nor shall I engage in such activities nor render such
services for any other person or entity engaged or about to become engaged in
such activities to, for or on behalf of any such trade or business.
2. I agree that for a period of one (1) year following termination of
my employment with the Company, I will not solicit or in any manner encourage
employees of the Company to leave their employ. I further agree that during such
period I will not offer or cause to be offered employment to any person who was
employed by the Company at any time during the six (6) months prior to the
termination of my employment with the Company.
3. For purposes of this Agreement, "termination of employment" shall
mean voluntary termination by me or termination by the Company for "cause" (as
that term is defined in an Employment Agreement of even date herewith between me
and the Company).
4. I understand that nothing in this Agreement shall affect my
obligations under the "Confidential and Proprietary Information Agreement"
between the Company and myself of even date herewith.
5. I agree that in addition to any other rights and remedies available
to the Company for any breach by me of my obligations hereunder, the Company
shall be entitled to enforcement of my obligations hereunder by court
injunction.
6. If any provision of this Agreement shall be declared invalid,
illegal or unenforceable, then such provision shall be
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enforceable to the extent that a court shall deem it reasonable to enforce such
provision. If such provision shall be unreasonable to enforce to any extent,
such provision shall be severed from this Agreement and all remaining provisions
shall continue in full force and effect.
This Agreement shall be governed in all respects by the laws of the
Commonwealth of Massachusetts.
IN WITNESS WHEREOF I have executed this Agreement under seal as of the
date below.
Dated:
------------------------ ----------------------
Michael Szycher, Ph.D.
ACCEPTED AND AGREED TO:
CardioTech International, Inc.
By:
----------------------------
Name:
----------------------
Title:
----------------------
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EXHIBIT B
FOR EMPLOYEES
CONFIDENTIAL AND PROPRIETARY INFORMATION AGREEMENT
In consideration of my employment by CardioTech International, Inc., a
Massachusetts corporation (the "Company"), I hereby agree as follows:
1. I will make full and prompt disclosure to the Company of all
inventions, improvements, modifications, discoveries, methods, data, ideas and
developments (all of which are collectively termed "developments" hereinafter),
whether patentable or not, made or conceived or reduced to practice or learned
by me either alone or jointly with others or under my direction during the
period of my employment, whether or not made or conceived during normal working
hours or on the premises of the Company. I do not have any developments other
than those I have already disclosed to you.
2. I agree that all developments covered by Paragraph 1 shall be the
sole property of the Company and its assigns, and the Company and its assigns
shall be the sole owner of all patents and other rights in connection therewith.
I hereby assign to the Company any rights in connection therewith. I hereby
assign to the Company any rights I may have or acquire in all developments. I
further agree as to all developments to assist the Company in every proper way
(but at the Company's expense) to obtain and from time to time enforce patents
in developments in any and all countries, and to that end I will execute all
documents for use in applying for and obtaining such patents thereon and
enforcing same, as the Company may desire, together with any assignments thereof
to the Company or persons designated by it. My obligation to assist the Company
in obtaining and enforcing patents for developments in any and all countries
shall continue beyond the termination of my employment, but the Company shall
compensate me at a reasonable rate after such termination for time actually
spent by me at the Company's request on such assistance.
I understand that this Paragraph 2 does not apply to developments
for which no equipment, supplies, facility or trade secret information of the
Company was used and which was developed entirely on my own time, and (a) which
does not relate (1) to the business of the Company or (2) to the Company's
actual or demonstrable anticipated research or development, and (b) which does
not result from any work performed by me for the Company, but I agree that the
Company shall have a non-exclusive royalty-free license to use such developments
for all purposes.
3. I hereby represent that, to the best of my knowledge, I have no
present obligation to assign to any former employer or any other person,
corporation or firm, any development covered by Paragraph 2, except as I may be
obligated to assign to Polymedica Industries, Inc. ("PMI") developments which I
may have conceived
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while employed by PMI and which are reduced to practice while I am employed by
the Company. I represent that my performance of all the terms of this Agreement
as an employee of the Company does not and will not breach any agreement to keep
in confidence proprietary information acquired by me in confidence or in trust
prior to my employment by the Company. I have not entered into, and I agree I
will not enter into, any agreement (either written or oral) in conflict
herewith.
4. I will also assign to the Company any and all copyrights and
reproduction rights to any material prepared by me in connection with my
employment.
5. I understand as part of the consideration for the offer of
employment extended to me by the Company and of my employment or continued
employment by the Company, that I have not brought and will not bring with me to
the Company or use in the performance of my responsibilities at the Company any
materials or documents of a former employer which are not generally available to
the public, unless I have obtained written authorization from the former
employer for their possession and use. I have brought with me materials and
documents of PMI related to developments transferred or licensed by it to the
Company.
Accordingly, this is to advise the Company that the only materials
or documents of a former employer which are not generally available to the
public that I have brought or will bring to the Company or have used or will use
in my employment are identified on Exhibit A attached hereto, and, as to each
such item, I represent that I have obtained prior to the effective date of my
employment with the Company written authorization for their possession and use
in my employment with the Company.
6. During the course of my employment by the Company, I may learn of
the Company's confidential information or confidential information entrusted to
the Company by other persons, corporations, or firms. The Company's confidential
information includes matters not generally known outside the Company, such as
developments relating to existing and future products and services marketed or
used by the Company and data relating to the general business operations of the
Company (e.g., concerning sales, costs, profits, organizations, customer lists,
pricing methods, etc.). I agree not to disclose any confidential information of
the Company or of such other persons, corporations, or firms to others or to
make use of it, except on the Company's behalf, whether or not such information
is produced by my own efforts. Also, I may learn of developments, ways of
business, etc., which in themselves are generally known, but whose use by the
Company is not generally known, and I agree not to disclose to others such use,
whether or no such use is due to my own efforts.
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7. At the time I begin my employment and during the term of my
employment by the Company, I will not become employed by or act on behalf of any
other person, corporation, or firm which is engaged in any business or activity
similar to or competitive with that of the Company, unless such employment has
been approved by the Company in writing and signed by an appropriate personnel
manager of the Company.
8. In the event that my employment is transferred by the Company to a
subsidiary or affiliated company (as the case may be), my employment by such
company will, for the purposes of this Agreement, be considered as continued
employment by the Company, unless I execute an agreement substantially similar
in substance to this Agreement, in which event my employment by the Company
shall be deemed to continue until the effective date of said agreement in any
such company for which I become employed.
9. I hereby give the Company and its assigns permission to reasonably
use photographs of me, either during or after my employment, with or without
using my name, for whatever purposes it deems necessary.
10. Upon termination of my employment, unless my employment is
transferred to a subsidiary or affiliated company of the Company, I agree to
leave with the Company all records, drawings, notebooks, and other documents
pertaining to the Company's confidential information, whether prepared by me or
others, and also any equipment, tools or other devices owned by the Company,
then in my possession however such items are obtained, and I agree not to
reproduce any document or data relating thereto.
11. My obligations under this Agreement shall survive the termination
of my employment regardless of the manner of such termination, and shall be
binding upon my heirs, executors, and administrators.
12. Contemporaneously with entering the employ of the Company I have
terminated employment with all past employers.
13. As a matter of record I have identified on Exhibit B attached
hereto all developments relevant to the subject matter of my employment by the
Company which have been made or conceived or first reduced to practice by me
alone or jointly with others prior to my engagement by the Company which I
desire to remove from the operation of this Agreement; and I covenant that such
list is complete. If there is no such list on Exhibit B, I represent that I have
made no such developments at the time of signing this Agreement.
14. I agree that in addition to any other rights and remedies available
to the Company for any breach by me of my obligations
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hereunder, the Company shall be entitled to enforcement of my obligations
hereunder by court injunction.
15. If any provision of this Agreement shall be declared invalid,
illegal or unenforceable, then such provision shall be enforceable to the extent
that a court shall deem it reasonable to enforce such provision. If such
provision shall be unreasonable to any extent, such provision shall be severed
from this Agreement and all remaining provisions shall continue in full force
and effect.
16. This Agreement shall be effective as of the date set forth below
next to my signature.
17. This Agreement shall be governed in all respects by the laws of the
Commonwealth of Massachusetts.
IN WITNESS WHEREOF, I have executed this Agreement under seal as of the
date below.
Dated: By:
------------------------ ---------------------------------
Michael Szycher, Ph.D.
ACCEPTED AND AGREED TO:
CardioTech International, Inc.
By:
---------------------------
Name:
----------------------
Title:
---------------------
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EXHIBIT A
---------
Material and Documents of PMI
Brought or To Be Brought To
CTI by Michael Szycher
1. All formulations and GMP's relating to the synthesis of
medical-grade polyurethanes (thermoplastics and
solution-based).
2. Synthesis of silicone-urethane copolymers (both thermo-
plastic and solution-based).
3. Synthesis of silicone diols.
4. Synthesis of fluorinated silicone diols.
5. Synthesis of carboxylic-containing polyurethane coat-
ings for hirudin, heparin or other biological product
immobilization.
6. All documents relating to vascular graft manufacturing,
testing and qualification.
Written authorization for possession and use in employ-
ment with CTI not requested of nor received from PMI as
all materials and documents relate to developments
transferred from or licensed by PMI to CTI.
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EXHIBIT B
---------
None