Exhibit 4.1
SECURITIES ISSUANCE AND REGISTRATION RIGHTS AGREEMENT
THIS IS A SECURITIES ISSUANCE AND REGISTRATION RIGHTS AGREEMENT (the
"Agreement") dated as of September 22, 2000, between West Pharmaceutical
Services, Inc., a Pennsylvania corporation, ("West") with offices at 101 Gordon
Drive, Lionville, PA, 19341, and Innovative Drug Delivery Systems, Inc., a
Delaware corporation, ("IDDS") with offices at 787 Seventh Avenue, New York,
New York 10019, on behalf of itself and any Affiliate of IDDS referred to in the
Background section below.
Background
The parties have entered into a Development Milestone and Option
Agreement (Nasal Morphine) and a Research and development and Option Agreement
(Nasal Midazolam), each dated as of September 22, 2000, and contemplate entering
into other similar agreements in the future (such present and future agreements
being referred to herein individually as a "Milestone Agreement" and
collectively as the "Milestone Agreements"). Under the Milestone Agreements,
IDDS would make payments upon achieving certain identified milestones
("Milestones") in the development of pharmaceutical products containing
technology licensed to IDDS by West and its wholly owned subsidiary West
Pharmaceutical Services Drug Delivery & Clinical Research Centre Ltd.
The Milestone Agreements permit certain of these payments to be made by
issuing to West shares of a class of nationally listed, publicly traded equity
securities of IDDS or an Affiliate of IDDS (the "NLPT Securities" that is are
listed on the New York Stock Exchange, NASDAQ National Market System, NASDAQ
Small-Cap Market or American Stock Exchange (an "Exchange"). The shares that may
be issued to West from time to time are hereinafter collectively referred to as
the "Shares". As used herein, an "Affiliate" means an entity, over 50% of the
voting securities of which are directly or indirectly controlled by a party to
this Agreement, or an entity that directly or indirectly controls over 50% of
the voting securities of such party.
The parties desire to provide for compliance with the U.S. Securities
Act of 1933, as amended, and the rules promulgated thereunder (the "Securities
Act") in connection with the issuance of the Shares to West and the further
resale or other disposition of the Shares by West.
Agreement
Accordingly, the parties hereto, intending to be legally bound, agree
as follows:
1. Delivery of Certificates. IDDS shall issue and delivery to West a
certificate in the name of West for the Shares issued from time to time
under the Milestone Agreements.
2. Representations and Warranties of IDDS. IDDS represents and warrants to
West as follows:
2.1 As of the time of issuance, IDDS and the Shares will meet the
continuing listing requirements of the Exchange on which the
NLPT Securities are listed;
2.2 As of the time of issuance, the Shares being issued shall be
duly authorized, and upon issuance in accordance with the
terms and provisions of this Agreement and the applicable
Milestone Agreement, will be validly issued, fully paid and
non-assessable.
2.3 IDDS has the corporate power to execute, deliver and carry out
the terms and provisions of this Agreement, and all necessary
corporate action has been taken to authorize the execution,
delivery and performance of this Agreement by IDDS. This
Agreement represents a valid, legal and binding obligation of
IDDS, enforceable in accordance with its terms, subject to
laws of general application relating to bankruptcy, insolvency
and the relief of debtors and rules of law governing specific
performance, injunctive relief or other equitable remedies.
2.4 No authorization, consent or approval of, or exemption by, any
governmental or public body or authority is required to
authorize, or is required in connection with, the execution,
delivery and performance of this Agreement, or the taking of
any action contemplated hereby, by IDDS, except those that
have been obtained or are available.
3. Representations and Warranties of West.
3.1 West represents and warrants to the IDDS that: (i) it
understands that the Shares are being issued to it under
certain exemptions from the registration provisions of the
Securities Act; West is acquiring such Shares without being
furnished any offering literature or prospectus; and the offer
and sale of the Shares has not been examined by the U.S.
Securities and Exchange Commission (the "SEC") or by any
agency charged with the administration of the securities laws
of any state or other jurisdiction; (ii) West has, either
alone or together with its advisors, such knowledge and
experience in financial and business matters that West is
capable of making an informed investment decision with respect
thereto; and (iii) West understand that IDDS is relying on the
truth and accuracy of the representations, declarations and
warranties made herein by West in the issuance of the Shares
hereunder without having first registered such Shares under
the Securities Act or under the securities laws of any state
or other jurisdiction. West is an "institutional investor" as
defined in Regulation Section 103.11 1(a)(1) under the
Pennsylvania Securities Act of 1972 inasmuch as West has been
in existence for more than 18 months and has a tangible net
worth on a consolidated basis, as reflected in its most recent
audited financial statements, of at least $10,000,000.
3.2 West confirms to IDDS that: (i) West understands that there
are restrictions on the transferability of the Shares and;
(ii) the Shares are being held for investment purposes only,
and are not being purchased with a view to or for the resale,
distribution, subdivision or fractionalization thereof; (iii)
West does not have any contract, undertaking, agreement or
arrangement, formal or informal, with any person to sell,
transfer or pledge the Shares, or any part thereof, to any
person and has no current plan to enter into any such
contract, undertaking, agreement or arrangement.
3.3 West will hold the Shares for its own account without a view
to the distribution thereof, and that it will not, at any time
or times, directly or indirectly offer, sell, pledge, transfer
or otherwise dispose of the Shares or solicit any offer to
purchase or otherwise acquire or take a pledge of the Shares,
other than in conformity with the Securities Act, and that no
transfer of the Shares may be made except in compliance with
the following legend, which West consents may be applied to
the certificate(s) for the Shares:
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"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND
MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTECATED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF (A)
REGISTRATION UNDER SUCH ACT OR OTHER APPLICABLE
SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED."
3.4 West represents to IDDS that no authorization, consent or
approval of, or exemption by, any governmental or public body
or authority is required to authorize, or is required in
connection with, the execution, delivery and performance of
this Agreement, or the taking of any action contemplated
hereby, by West, except those that have been obtained or are
available.
4. Registration Under the Securities Act of 1933.
4.1 Demand Registration.
4.1.1 Timing and Number of Demand Registration Rights. If, at any
time commencing 30 days following issuance of any Shares
pursuant to the Milestone Agreements and subject to this
Agreement, West shall request IDDS in writing to register
under the Securities Act any Shares (but in no event less than
100,000 Shares)(the Shares subject to such a request, whether
under this Section 4.1 or under Section 4.2, being referred to
herein as the "Subject Stock"), IDDS shall use its best
efforts to cause the shares of Subject Stock specified in such
request to be registered as soon as reasonably practical so as
to permit the sale thereof, and in connection therewith shall
prepare and file a registration statement with the SEC under
the Securities Act to effect such registration; provided,
however, that each such request shall (i) specify the number
of shares of Subject Stock intended to be offered and sold
(ii) express the present intention of West to offer or cause
the offering of such shares of Subject Stock for distribution,
(iii) describe the nature or method of the proposed offer and
sale thereof, and (iv) contain the undertaking of West to
provide all such information and materials and take all such
action as may be required in order to permit IDDS to comply
with all applicable requirements of the SEC and to obtain any
desired acceleration of the effective date of such
registration statement. West shall not be entitled to request
more than one demand registration statement under this
Agreement in any 12-month period or more than three such
demand registrations in the aggregate. IDDS shall not be
required to effect a demand registration hereunder for a
period of 120 days (or such longer period as may be required
by law or the managing underwriter) following the closing of
an underwritten public offering of NLPT Securities that is in
registration at the time of receipt of West's registration
request or that is filed with the SEC within 20 days following
the receipt of West's demand registration request.
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4.1.2 Obligations of IDDS. Whenever IDDS is required by the
provisions of this Agreement to use its best efforts to effect
the registration of any NLPT Securities under the Securities
Act, IDDS shall (A) prepare and, as soon as possible, file
with the SEC a registration statement with respect to the
shares of Subject Stock, and shall use its best efforts to
cause such registration statement to become effective and
remain effective until the earlier of the sale of the shares
of Subject Stock so registered or 120 days subsequent to the
effective date of such registration; (B) prepare and file with
the SEC such amendments and supplements to such registration
statement and the prospectus used in connection therewith as
may be necessary to make and to keep such registration
statement effective and to comply with the provisions of the
Securities Act with respect to the sale or other disposition
of all securities proposed to be registered in such
registration statement until the earlier of the sale of the
shares of Subject Stock so registered or 120 days subsequent
to the effective date of such registration statement; (C)
furnish to West such number of copies of any prospectus
(including any preliminary prospectus and any amended or
supplemented prospectus), in conformity with the requirements
of the Securities Act, as West may reasonably request in order
to effect the offering and sale of the shares of Subject Stock
to be offered and sold, but only while IDDS shall be required
under the provisions hereof to cause the registration
statement to remain current; (D) use its commercially
reasonable efforts to register or qualify the shares of
Subject Stock covered by such registration statement under the
securities or blue sky laws of such states as West shall
reasonably request, maintain any such registration or
qualification current until the earlier of the sale of the
shares of Subject Stock so registered or 120 days subsequent
to the effective date of the registration statement and do any
and all other acts and things either necessary or advisable to
enable West to consummate the public sale or other disposition
of the shares of Subject Stock in jurisdictions where West
desires to effect such sales or other disposition (but IDDS
shall not be required to take any action that would subject it
to the general jurisdiction of the courts of any jurisdiction
in which it is not so subject or to qualify as a foreign
corporation in any jurisdiction where IDDS is not so
qualified); and (E) take all such other action either
necessary or desirable to permit the shares of Subject Stock
held by West to be registered and disposed of in accordance
with the method of disposition described herein. If requested,
and provided that the underwriter or underwriters are
reasonably satisfactory to IDDS, IDDS shall enter into an
underwriting agreement with a nationally recognized investment
banking firm or firms containing representations, warranties,
indemnities and agreements then customarily included by an
issuer in underwriting agreements with respect to secondary
distributions. IDDS shall not cause the registration under the
Securities Act of any other shares of NLPT Securities to
become effective (other than registration of an employee stock
plan, or registration in connection with any Rule 145 or
similar transaction) during the effectiveness of a
registration requested hereunder for an underwritten public
offering if, in the judgment of the underwriter or
underwriters, marketing factors would adversely affect the
price of the Subject Stock. In connection with any offering of
shares of Subject Stock registered pursuant to this Agreement,
IDDS shall instruct the transfer agent and registrar of the
Subject Stock to release any stop transfer orders with respect
to the shares of Subject Stock being sold.
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4.1.3 Inclusion of Additional Shares. IDDS shall take all actions it
deems necessary or advisable in order to ensure that security
holders of IDDS, whether or not holding contractual
registration rights, shall not have the right to exclude from
any registration initiated pursuant to this Section 4.1 any
shares of Subject Stock.
4.1.4 Expenses. IDDS shall pay all of the out-of pocket expenses
incurred by IDDS in connection with (A) any registration
statements that are initiated pursuant to this Section 4.1 and
(B) the registration pursuant to Section 4.2 below of shares
of NLPT Securities held by IDDS, including, without
limitation, all SEC and blue sky registration and filing fees,
printing expenses, transfer agents' and registrars' fees, and
the reasonable fee and disbursements of IDDS's outside counsel
and independent accountants; provided, however, IDDS shall not
be required to pay for any underwriters' discounts or
commissions with respect to any shares sold by West pursuant
to Section 4.1 or Section 4.2.
4.2 "Piggyback" Rights.
4.2.1 Notice of Registration. If, at any time or from time to time
commencing nine months after an initial public offering of any
shares of NLPT Securities, IDDS shall determine to register
any of its securities, either for its own account or the
account of any security holder or holders, other than a
registration relating solely to employee benefit plans or a
registration relating solely to an SEC Rule 145 transaction,
IDDS will:
(a) promptly give to West written notice thereof; and
(b) include in such registration (and any related
qualification under blue sky laws or other
compliance), and in any underwriting involved
therein, that number of shares of Subject Stock held
by West as specified by West in a written request,
made within 15 days after receipt of such written
notice from IDDS.
4.2.2 Underwriting. If the registration of which IDDS gives notice
is for a registered public offering involving an underwriting,
IDDS shall so advise West as a part of the written notice
given pursuant to Section 4.2.1. In such event the right of
West to registration pursuant to this Section 4.2 shall be
conditioned upon West's participation in such underwriting and
the inclusion of shares of the Subject Stock being registered
thereunder in the underwriting to the extent provided herein.
West, together with IDDS and the other holders, if any,
distributing their securities through such underwriting, shall
enter into an underwriting agreement in customary form with
the managing underwriter selected for such underwriting by
IDDS. Notwithstanding any other provision of this Section 4.2
if the managing underwriter determines that marketing factors
require a limitation of the number of shares to be
underwritten, the underwriter may limit the number of shares
to be included in such registration and underwriting on behalf
of West and other selling security holders to an aggregate of
not less than 15% of the total number of the securities to be
registered in such registration and underwriting.
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If West or any other holder disapproves of the terms of any
such underwriting, West or such other holder may elect to
withdraw therefrom by written notice to IDDS and the managing
underwriter within ten days following the filing of the
registration statement involving such underwriting. Any
securities excluded or withdrawn from such underwriting shall
be withdrawn from such registration, and the securities so
excluded or withdrawn shall not be transferred in a public
distribution prior to 180 days after the effective date of the
registration statement relating thereto.
4.2.4 Demand Registration Rights Exercised by Other Stockholders. If
the registration of which IDDS gives notice pursuant to
Section 4.2.1 relates to the exercise of demand registration
rights by another stockholder of IDDS (the "Demanding
Stockholder") and IDDS, the Demanding Stockholder or the
managing underwriter (in the event of a registered public
offering involving an underwriting) determines that marketing
factors require a limitation of the number of shares to be
registered, IDDS shall so advise West and the other holders
distributing securities through such registration (other than
the Demanding Stockholder) and shares held by any person or
entity, including West, (other than the Demanding Stockholder)
may be excluded from such registration in whole or in part.
4.3 Holdback Agreement. West agrees with respect to any underwritten
registered offering of IDDS's securities, that upon the request of IDDS
or the underwriter managing such offering, not to sell, make any short
sale of, loan, grant any option for the purchase of, or otherwise
dispose of any equity securities of IDDS, other than those included in
the registration, without the prior written consent of IDDS or such
underwriter for such period of time as IDDS or such underwriter may
specify (not to exceed 180 days) from the effective date of such
registration; provided, however, that this provision shall not apply to
a underwritten registered offering of IDDS's equity securities unless
every holder of 5% or more of the equity securities of IDDS has agreed
in writing to be bound to a provision identical or substantially
similar to this provision.
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4.4 Indemnification.
4.4.1 Indemnification by IDDS. In the case of any offering
registered pursuant to this Agreement, IDDS agrees to
indemnify and hold West, each of its officers and directors,
each underwriter of shares of Subject Stock under such
registration and each person who controls any of the foregoing
within the meaning of Section 15 of the Securities Act
harmless against any and all loses, claims, damages or
liabilities to which they or any of them may become subject
under the Securities Act or any other statute or common law or
otherwise, and to reimburse them, from time to time promptly
upon request, for any legal or other expenses incurred by them
in connection with any claims or actions, insofar as any such
losses, claims, damages, liabilities or actions shall arise
out of or shall be based upon (A) any untrue statement or
alleged untrue statement of a material fact contained in the
registration statement relating to the sale of such shares of
Subject Stock or the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or
(B) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus (as
amended or supplemented if IDDS shall have filed with the SEC
any amendment thereof or supplement thereto), if used within
the period during which IDDS shall be required to keep the
registration statement to which such prospectus relates
current pursuant to the terms of this Agreement, or the
omission or alleged omission to state therein (if so used) a
material fact necessary in order to make the statements
therein, in light of the circumstances under which they were
made, not misleading; provided, however, that the
indemnification agreement contained in this Section 4.4.1
shall not apply to such losses, claims, damages, liabilities
or actions which shall arise from the sale of shares of
Subject Stock to any person if such losses, claims, damages,
liabilities or actions shall arise out of or shall be based
upon any such untrue statement or alleged untrue statement, or
any such omission or alleged omission, if such statement or
omission shall have been (x) made in reliance upon and in
conformity with information furnished in writing to IDDS by
West specifically for use in connection with the preparation
of the registration statement or any preliminary prospects or
prospectus contained in the registration statement or any such
amendment thereof or supplement thereto, or (y) made in any
preliminary prospectus, and the prospectus contained in the
registration statement as declared effective or in the form
filed by IDDS with the SEC pursuant to Rule 424 under the
Securities Act shall have corrected such statement or omission
and a copy of such prospectus shall not have been sent or
given to such person at or prior to the confirmation of such
sale to him.
4.4.2 Indemnification by West. In the case of each offering of
shares of NLPT Securities registered pursuant to this
Agreement where such shares are sold pursuant to such
registration, West agrees in the same manner and to the same
extent as set forth in Section 4.4.1 of this Agreement to
indemnify and hold harmless IDDS and each person, if any, who
controls IDDS within the meaning of Section 15 of the
Securities Act, its directors and those officers of IDDS who
shall have signed any such registration statement with respect
to any statement in or omission from such registration
statement or any preliminary prospectus (as amended or as
supplemented, if amended or supplemented as aforesaid) or
prospectus contained in such registration statement (as
amended or as supplemented, if amended or supplemented as
aforesaid), if such statement or omission shall have been made
in reliance upon and in conformity with information furnished
in writing to IDDS by West specifically for use in connection
with the preparation of such registration statement or any
preliminary prospectus or prospectus contained in such
registration statement or any amendment thereof or supplement
thereto.
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4.4.3 Notice of Claims. Each party indemnified under Section 4.4.1
or Section 4.4.2 above shall, promptly after receipt of notice
of the commencement of any claim or action against such
indemnified party in respect of which indemnity may be sought,
notify the indemnifying party in writing of the commencement
thereof. The omission of any indemnified party so to notify an
indemnifying party of any such action shall not relieve the
indemnifying party from any liability in respect of such
action that it may have to such indemnified party on account
of the indemnity agreement contained in Section 4.4.1 or
Section 4.4.2 above, unless the indemnifying party was
prejudiced by such omission, and in no event shall relieve the
indemnifying party from any other liability which it may have
to such indemnified party. In case any such action shall be
brought against any indemnified party and it shall notify an
indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein
and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party,
and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such
indemnified party under Section 4.4.1 or Section 4.4.2 above
for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof or
response thereto other than reasonable costs of investigation.
Notwithstanding the above, however, if representation of one
or more indemnified parties by the counsel retained by the
indemnifying party would be inappropriate due to actual
conflicting interests between such indemnified parties (the
"Conflicting Indemnified Parties") and any other party
represented by such counsel in such proceeding, then such
Conflicting Indemnified Parties shall have the right to retain
one separate counsel, chosen by a majority of the Conflicting
Indemnified Parties, at the expense of the indemnifying party.
No indemnifying party, (A) in the defense of any such claim or
litigation, shall, except with the consent of each indemnified
party, which consent shall not unreasonably be withheld,
consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or
litigation, or (B) shall be liable for amounts paid in any
settlement if such settlement is effected without the consent
of the indemnifying party, which consent shall not be
unreasonably withheld.
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4.4.4 Contribution. If the indemnification provided for in this
Section 4.4 is held by a court of competent jurisdiction to be
unavailable to an indemnified party with respect to any loss,
liability, claim, damage or expense referred to therein, then
the indemnifying party, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such
loss, liability, claim, damage or expense in such proportion
as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified
party on the other in connection with the statements or
omissions which resulted in such loss, liability, claim,
damage or expense as well as any other relevant equitable
considerations. The relative fault of the indemnifying party
and of the indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a
material fact relates to information supplied by the
indemnifying party or by the indemnified party and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
5. Certain Covenants by West and IDDS.
5.1 Compliance with U.S. Securities Laws. In the event that IDDS
discloses or makes available to West any confidential
information concerning IDDS that IDDS believes is likely to
constitute "material, non-public information" (as such term is
used in the U.S. federal securities laws), IDDS shall so
inform West in writing prior to or at the time of such
disclosure. In such event, unless and until advised by IDDS
that the material information has been completely and
adequately disseminated to the public, West shall not: (i)
purchase, trade, offer, pledge, sell, contract to sell or to
purchase or sell "short" or "short against the box" (as such
terms are generally understood in the securities markets), any
Shares or other equity or debt security of IDDS, or any
warrant, option or other right to acquire or dispose of any
such security; (ii) recommend the purchase or sale of such
security, or "tip" or communicate such information to any
other person; (iii) engage in any other action to take
advantage of such information; or (iv) knowingly assist any
person who is engaged in any of the above activities.
5.2 Covenant to Assign Rights and Obligations. IDDS hereby
covenants and agrees with West that, in the event that an
Affiliate of IDDS rather than IDDS becomes the issuer of the
NLPT Securities, that IDDS shall immediately cause the
Affiliate to take all steps necessary to become a party to
this Agreement. And in such event, all references to IDDS
shall be deemed to refer to such Affiliate for all purposes
under this Agreement.
6. Assignment. This Agreement may not be assigned or otherwise transferred
by either party without the consent of the other party; provided,
however, that IDDS shall assign its rights and obligations hereunder to
an Affiliate as contemplated under Section 5.2 hereof and West may
assign its rights and obligations hereunder to any Affiliate of West.
Any purported assignment in violation of the preceding sentence shall
be void. Any permitted assignee shall assume all obligations of its
assignor under this Agreement.
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7. Severability. In the event any one or more of the provisions contained
in this Agreement should be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or
impaired thereby, unless the absence of the invalidated provision(s)
adversely affect the substantive rights of the parties. The parties
shall in such an instance use reasonable efforts to replace the
invalid, illegal or unenforceable provision(s) with valid, legal and
enforceable provision(s) which, insofar as practical, implement the
purposes of this Agreement.
8. Notices. Any notice or other communication pursuant to this Agreement
will be deemed duly made or given: (i) when delivered by hand; (ii)
five business days after it is mailed, certified or return receipt
request, with postage prepaid; (iii) when sent, if sent by telecopy
(with receipt confirmed) or (iv) when receipt is signed for when sent
by Federal Express, DHL or other express delivery service. Notices will
be addressed as follows:
If to West to:
West Pharmaceutical Services, Inc.
101 Gordon Drive
Lionville, Pennsylvania 19341
Attention: Division President, Drug Delivery Systems
Telecopier: 610 594-3013
With a required copy to:
West Pharmaceutical Services, Inc.
101 Gordon Drive
Lionville, Pennsylvania 19341
Attention: General Counsel
Telecopier: 610 594-3013
If to IDDS, to:
Innovative Drug Delivery Systems, Inc.
787 Seventh Avenue
New York, NY 10019
Attention: David M. Tanen
Telecopier: 212 554-4355
9. Governing Law/Jurisdiction. This Agreement is acknowledged to have been
made in and shall be construed, governed, interpreted and applied in
accordance with the federal securities laws and the laws of the
Commonwealth of Pennsylvania, without giving effect to its conflict of
laws provisions. The state and federal courts in Pennsylvania
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10. shall have exclusive jurisdiction over any litigation arising under
this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their respective duly authorized representatives.
WEST PHARMACEUTICAL SERVICES, INC. INNOVATIVE DRUG DELIVERY SYSTEMS,
INC.
By:/s/ Donald E. Morel Jr. By:/s/ Mark C. Rogers
-------------------------------- --------------------------------
Name: Donald E. Morel Jr. Name:
Title: President Title:
Drug Delivery Systems
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