{"id":38986,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-bio-technology-general-corp-and-virgil2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-bio-technology-general-corp-and-virgil2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-bio-technology-general-corp-and-virgil2.html","title":{"rendered":"Employment Agreement &#8211; Bio-Technology General Corp. and Virgil Thompson"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n                  AGREEMENT made as of April 27, 1999, between BIO-TECHNOLOGY\nGENERAL CORP., a Delaware corporation with an office at 70 Wood Avenue South,\nIselin, New Jersey 08830 (the 'Company') and Virgil Thompson, residing at\n________________________________________ (the 'Executive').\n\n                              W I T N E S S E T H :\n\n                  WHEREAS, the Company desires that Executive be employed to\nserve in a senior executive capacity with the Company, and Executive desires to\nbe so employed by the Company, upon the terms and conditions herein set forth.\n\n                  NOW, THEREFORE, in consideration of the premises and of the\nmutual promises, representations and covenants herein contained, the parties\nhereto agree as follows:\n\n         1.       EMPLOYMENT.\n\n                  The Company hereby employs Executive and Executive hereby\naccepts such employment, subject to the terms and conditions herein set forth.\nExecutive shall hold the office of President and Chief Operating Officer of the\nCompany, reporting to the Chief Executive Officer of the Company. As long as\nExecutive is serving as President of the Company, the Company will include\nExecutive on management's slate of nominees for election as a director of the\nCompany.\n\n         2.       TERM.\n\n                  The initial term of employment under this Agreement shall\nbegin on May 3, 1999 (the 'Employment Date') and shall continue for a period of\ntwo (2) years from that date, subject to prior termination in accordance with\nthe terms hereof. Thereafter, this Agreement shall automatically be renewed for\nsuccessive two-year terms unless either party shall give the other ninety (90)\ndays prior written notice of its intent not to renew this Agreement.\n\n         3.       COMPENSATION.\n\n                  As compensation for the employment services to be rendered by\nExecutive hereunder, including all services as an officer or director of the\nCompany and any of its subsidiaries, the Company agrees to pay, or cause to be\npaid, to Executive, and Executive agrees to accept, an initial annual salary of\n$320,000, payable in equal installments in accordance with Company practice.\nExecutive's annual salary hereunder for the remaining years of employment shall\nbe determined by\n\n\n                                       -1-\n\n\n\n\n\nthe Board of Directors of the Company in its sole discretion; provided, however,\nthat Executive's salary shall be increased each year (on the date of the annual\nmeeting of the Board of Directors of the Company), commencing with the 2000\nannual meeting of the Board of Directors, by at least six percent (6%). In\naddition, Executive shall be entitled to bonuses from time to time in such\namounts as may be determined by the Board of Directors of the Company in its\nsole discretion. Such bonus may be paid, in the sole discretion of the Board of\nDirectors, in cash, shares of the Company's Common Stock, or a combination\nthereof.\n\n         4.       EXPENSES.\n\n                  The Company shall pay or reimburse Executive, upon presentment\nof suitable vouchers, for all reasonable business and travel expenses which may\nbe incurred or paid by Executive in connection with his employment hereunder.\nExecutive shall comply with such restrictions and shall keep such records as the\nCompany may deem necessary to meet the requirements of the Internal Revenue Code\nof 1986, as amended from time to time, and regulations promulgated thereunder.\n\n         5.       OTHER BENEFITS.\n\n                  Executive shall be entitled to a vacation allowance of five\n(5) weeks per annum and to participate in and receive any other benefits\ncustomarily provided by the Company to its senior management personnel\n(including any profit sharing, pension, short and long-term disability\ninsurance, hospital, major medical insurance and group life insurance plans in\naccordance with the terms of such plans) and including stock option and\/or stock\npurchase plans, all as determined from time to time by the Board of Directors of\nthe Company. Unused annual vacations in excess of one week may not be carried\nover to other years without the consent of the Chief Executive Officer of the\nCompany. The Company shall also provide Executive with a leased company car.\n\n         6.       STOCK OPTIONS.\n\n                  (a) The Compensation and Stock Option Committee of the Board\nof Directors (the 'Committee') has approved the grant to Executive of a stock\noption (which shall be an incentive stock option to the extent permitted by\nlaw), to purchase 200,000 shares of the Company's Common Stock (the 'Options'),\nat an exercise price per share equal to the fair market value of the Company's\nCommon Stock on the Employment Date, such Options to become exercisable as to\n50,000 shares on the first anniversary date of the Employment Date and as to an\nadditional 50,000 shares on each successive anniversary date of the Employment\nDate.\n\n                  (b) Any future grant of stock options shall be subject to such\nterms as the Committee in its sole discretion shall specify at the time of\ngrant.\n\n\n                                       -2-\n\n\n\n\n\n\n         7.       DUTIES.\n\n                  (a) Executive shall have day-to-day responsibility for the\noperations of the Company (other than the operations of Bio-Technology General\n(Israel) Ltd., QA\/QC matters, legal matters and business development, which\nshall be the responsibility of the Company's Chief Executive Officer). Although\nbusiness development shall be the responsibility of the Company's Chief\nExecutive Officer, the parties acknowledge that Executive will be involved in,\nand have input with respect to, commercial and business development activities.\nIn addition, Executive shall perform such other duties and functions as the\nChief Executive Officer of the Company shall from time to time determine and\nExecutive shall comply in the performance of his duties with the policies of,\nand be subject to, the direction of the Board of Directors of the Company. If\nExecutive shall be elected or appointed as a director of the Company or any of\nits subsidiaries during the term of this Agreement, he will serve in such\ncapacity without further compensation.\n\n                  (b) Executive agrees to devote his entire working time,\nattention and energies to the performance of the business of the Company and of\nany of its subsidiaries by which he may be employed; and Executive shall not,\ndirectly or indirectly, alone or as a member of any partnership or other\norganization, or as an officer, director or employee of any other corporation,\npartnership or other organization, be actively engaged in or concerned with any\nother duties or pursuits which interfere with the performance of his duties\nhereunder, or which, even if non-interfering, may be, in the reasonable\ndetermination of the Board of Directors of the Company in its sole discretion,\ninimical, or contrary, to the best interests of the Company, except that\nExecutive shall be permitted to (i) remain on the Board of Directors of Aradigm\nCorporation and Cypros Pharmaceuticals as long as such companies are not\ncompetitors of the Company and the performance of his duties as a director does\nnot unreasonably interfere with the performance of his duties hereunder; (ii)\ncomplete transitionary duties for Cytel Corporation as a consultant through July\n31, 1999; and (iii) pursue such other duties or pursuits specifically authorized\nby the Company's Board of Directors.\n\n                  (c) All fees, compensation or commissions received by\nExecutive during the term of this Agreement for personal services (including,\nbut not limited to, commissions and compensation received as a fiduciary or a\ndirector, and fees for lecturing and teaching) rendered at the request of the\nCompany shall be paid to the Company when received by Executive, except those\nfees that the Company's Board of Directors determines may be kept by Executive.\nThis provision shall not be construed to prevent Executive from investing or\ntrading in nonconflicting investments as he sees fit for his own account,\nincluding real estate, stocks, bonds, securities, commodities or other forms of\ninvestments.\n\n         8.       TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION.\n\n                  (a) Executive's employment hereunder may be terminated at any\ntime upon written notice from the Company to Executive:\n\n\n                                       -3-\n\n\n\n\n\n\n\n                  (i) upon the determination by the Board of Directors of the\n         Company that Executive's performance of his duties has not been fully\n         satisfactory for any reason which would not constitute justifiable\n         cause (as hereinafter defined) upon thirty (30) days' prior written\n         notice to Executive; or\n\n                  (ii) upon the determination by the Board of Directors of the\n         Company that there is justifiable cause (as hereinafter defined) for\n         such termination upon ten (10) days' prior written notice to Executive.\n\n                  (b) Executive's employment shall terminate upon:\n\n                  (i)  the death of Executive; or\n\n                  (ii) the 'disability' of Executive (as hereinafter defined\n         pursuant to subsection (c) herein) pursuant to subsection (f) hereof.\n\n                  (c) For the purposes of this Agreement, the term 'disability'\nshall mean the inability of Executive, due to illness, accident or any other\nphysical or mental incapacity, substantially to perform his duties in a normal\nmanner for a period of three (3) consecutive months or for a total of six (6)\nmonths (whether or not consecutive) in any twelve (12) month period during the\nterm of this Agreement as reasonably determined by the Board of Directors of the\nCompany after examination of Executive by an independent physician reasonably\nacceptable to Executive.\n\n                  (d) For the purposes hereof, the term 'justifiable cause'\nshall mean and be limited to: any willful breach by Executive of the performance\nof any of his duties pursuant to this Agreement; Executive's conviction (which,\nthrough lapse of time or otherwise, is not subject to appeal) of any crime or\noffense involving money or other property of the Company or its subsidiaries or\nwhich constitutes a felony in the jurisdiction involved; Executive's performance\nof any act or his failure to act, for which it is determined by independent\ncounsel retained by the Board of Directors and reasonably acceptable to\nExecutive (which may be counsel for the Company), after due inquiry in which\nExecutive is given the opportunity to be heard, that if he were prosecuted and\nconvicted, a crime or offense involving money or property of the Company or its\nsubsidiaries, or which would constitute a felony in the jurisdiction involved,\nwould have occurred; any unauthorized disclosure by Executive to any person,\nfirm or corporation other than the Company, its subsidiaries and its and their\ndirectors, officers and employees, of any confidential information or trade\nsecret of the Company or any of its subsidiaries; any attempt by Executive to\nsecure any improper personal profit in connection with the business of the\nCompany or any of its subsidiaries; the failure by Executive to devote his full\ntime to the affairs of the Company and its subsidiaries; the engaging by\nExecutive in any business other than the business of the Company and its\nsubsidiaries which interferes with the performance of his duties hereunder where\nsuch conduct shall not have ceased or offense been cured within thirty (30) days\nfollowing written warning from the Company; or Executive's repeated\n\n\n                                       -4-\n\n\n\n\n\n\nand willful failure to follow the instructions of the Board of Directors or the\nChief Executive Officer of the Company (other than instructions which are\nillegal or improper) where such conduct shall not have ceased or offense been\ncured within thirty (30) days following written warning from the Company. Upon\ntermination of Executive's employment for justifiable cause, this Agreement\nshall terminate immediately and Executive shall not be entitled to any amounts\nor benefits hereunder other than such portion of Executive's annual salary and\nvacation benefits as has been accrued through the date of his termination of\nemployment and reimbursement of expenses pursuant to Section 4 hereof.\n\n                  (e) If Executive shall die during the term of his employment\nhereunder, this Agreement shall terminate immediately. In such event, the estate\nof Executive shall thereupon be entitled to receive such portion of Executive's\nannual salary and vacation benefits as has been accrued through the date of his\ndeath and such bonus, if any, as the Board of Directors of the Company in its\nsole discretion may determine to award taking into account Executive's\ncontributions to the Company prior to his death. If Executive's death shall\noccur while he is on Company business, the estate of Executive shall be entitled\nto receive, in addition to the other amounts set forth in this subsection (e),\nan amount equal to one-half his then annual salary.\n\n                  (f) Upon Executive's 'disability', the Company shall have the\nright to terminate Executive's employment. Notwithstanding any inability to\nperform his duties, Executive shall be entitled to receive his compensation as\nprovided herein until the termination of his employment for disability. Any\ntermination pursuant to this subsection (f) shall be effective on the date\nthirty (30) days after which Executive shall have received written notice of the\nCompany's election to terminate.\n\n                  (g) Notwithstanding any provision to the contrary contained\nherein, in the event that Executive's employment is terminated by the Company at\nany time for any reason other than justifiable cause, disability or death, or in\nthe event the Company shall fail to renew this Agreement or terminate\nExecutive's employment without justifiable cause at any time within two years\nfollowing the effective date of a Change in Control of the Company, the Company\nshall pay to Executive, in full satisfaction and in lieu of any and all other\npayments due and owing to Executive under the terms of this Agreement (other\nthan any payments constituting reimbursement of expenses pursuant to Section 4\nhereof), a severance payment in an amount equal to the greater of (i) one (1)\nyear's salary plus Executive's most recent bonus, if any, or (ii) the product of\none (1) month's salary plus 1\/12 of Executive's most recently declared bonus\nmultiplied by the number of years Executive has been employed by the Company,\npayable bi-weekly in equal installments. In addition, upon a termination of\nExecutive's employment for any reason other than justifiable cause, disability\nor death, fifty percent (50%) of the Options granted pursuant to Section 6(a)\nhereof which are not then exercisable shall immediately become exercisable. As\nused in this Agreement, a 'Change in Control of the Company' shall be deemed to\noccur if (i) there shall be consummated (x) any consolidation or merger of the\nCompany in which the Company is not the continuing or surviving corporation or\npursuant to which shares of the Company's Common Stock would be converted into\ncash, securities\n\n\n                                       -5-\n\n\n\n\n\n\nor other property, other than a merger of the Company in which the holders of\nthe Company's Common Stock immediately prior to the merger have the same\nproportionate ownership of common stock of the surviving corporation immediately\nafter the merger, or (y) any sale, lease, exchange or other transfer (in one\ntransaction or a series of related transactions) of all, or substantially all,\nof the assets of the Company, or (ii) the stockholders of the Company shall\napprove any plan or proposal for liquidation or dissolution of the Company, or\n(iii) any person (as such term is used in Sections 13(d) and 14(d)(2) of the\nSecurities Exchange Act of 1934, as amended (the 'Exchange Act')), shall become\nthe beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act)\nof 40% or more of the Company's outstanding Common Stock other than pursuant to\na plan or arrangement entered into by such person and the Company, or (iv)\nduring any period of two consecutive years, individuals who at the beginning of\nsuch period constitute the entire Board of Directors of the Company shall cease\nfor any reason to constitute a majority thereof unless the election, or the\nnomination for election by the Company's stockholders, of each new director was\napproved by a vote of at least two-thirds of the directors then still in office\nwho were directors at the beginning of the period.\n\n                  (h) Executive may terminate his employment at any time upon\nthirty (30) days' prior written notice to the Company. Upon Executive's\ntermination of his employment hereunder, this Agreement (other than Sections 8,\n10, 11, 12 and 13, which shall survive) shall terminate immediately. In such\nevent, Executive shall be entitled to receive such portion of Executive's annual\nsalary and vacation benefits as has been accrued to date. Executive shall be\nentitled to reimbursement of expenses pursuant to Section 4 hereof and to\nparticipate in the Company's benefit plans to the extent participation by former\nemployees is required by law or permitted by such plans, with the expense of\nsuch participation to be as specified in such plans for former employees.\n\n         9.       REPRESENTATIONS AND AGREEMENTS OF EXECUTIVE.\n\n                  (a) Executive represents and warrants that he is free to enter\ninto this Agreement and to perform the duties required hereunder, and that there\nare no employment contracts or under standings, restrictive covenants or other\nrestrictions, whether written or oral, preventing the performance of his duties\nhereunder or requiring him to perform employment, consulting, business related\nor similar duties for any other person. Notwithstanding the foregoing, the\nCompany agrees that Executive may act as a consultant to Cytel Corporation to\nassist in certain transitionary duties until no later than July 31, 1999.\n\n                  (b) Executive agrees to submit to a medical examination and to\ncooperate and supply such other information and documents as may be required by\nany insurance company in connection with the Company's obtaining life insurance\non the life of Executive, and any other type of insurance or fringe benefit as\nthe Company shall determine from time to time to obtain.\n\n\n                                       -6-\n\n\n\n\n\n\n\n         10.      NON-COMPETITION.\n\n                  (a) Executive agrees that during his employment by the Company\nand for a period of one (1) year following the termination of Executive's\nemployment hereunder, other than by reason of the Company's election not to\nrenew this Agreement (the 'Non-Competitive Period'), Executive shall not,\ndirectly or indirectly, as owner, partner, joint venturer, stockholder,\nemployee, broker, agent, principal, trustee, corporate officer, director,\nlicensor, or in any capacity whatsoever engage in, become financially interested\nin, be employed by, render any consultation or business advice with respect to,\nor have any connection with, any products or services or proposed products or\nservices which are competitive with products or services of the Company or any\nof its subsidiaries, in any geographic area where, at the time of the\ntermination of his employment hereunder, the business of the Company or any of\nits subsidiaries was being conducted or was proposed to be conducted in any\nmanner whatsoever; provided, however, that Executive may own any securities of\nany corporation which is engaged in such business and is publicly owned and\ntraded but in an amount not to exceed at any one time one percent (1%) of any\nclass of stock or securities of such corporation. In addition, Executive shall\nnot, directly or indirectly, request or cause any collaborative partners,\nuniversities, governmental agencies, contracting parties, suppliers or customers\nwith whom the Company or any of its subsidiaries has a business relationship to\ncancel or terminate any such business relationship with the Company or any of\nits subsidiaries or solicit from the Company any employee of the Company.\n\n                  (b) If any portion of the restrictions set forth in this\nSection 10 should, for any reason whatsoever, be declared invalid by a court of\ncompetent jurisdiction, the validity or enforceability of the remainder of such\nrestrictions shall not thereby be adversely affected.\n\n                  (c) Executive acknowledges that the Company conducts business\non a world-wide basis, that its sales and marketing prospects are for continued\nexpansion into world markets and that, therefore, the territorial and time\nlimitations set forth in this Section 10 are reasonable and properly required\nfor the adequate protection of the business of the Company and its subsidiaries.\nIn the event any such territorial or time limitation is deemed to be\nunreasonable by a court of competent jurisdiction, Executive agrees to the\nreduction of the territorial or time limitation to the area or period which such\ncourt shall deem reasonable.\n\n                  (d) The existence of any claim or cause of action by Executive\nagainst the Company or any subsidiary shall not constitute a defense to the\nenforcement by the Company or any subsidiary of the foregoing restrictive\ncovenants, but such claim or cause of action shall be litigated separately.\n\n\n                                       -7-\n\n\n\n\n\n\n         11.      INVENTIONS AND DISCOVERIES.\n\n                  (a) Executive shall promptly and fully disclose to the\nCompany, and with all necessary detail for a complete understanding of the same,\nall developments, know-how, discoveries, inventions, improvements, concepts,\nideas, writings, formulae, processes and methods of a financial or other nature\n(whether copyrightable, patentable or otherwise) made, received, conceived,\nacquired or written during working hours, or otherwise, by Executive (whether or\nnot at the request or upon the suggestion of the Company) during the period of\nhis employment with, or rendering of advisory or consulting services to, the\nCompany or any of its subsidiaries, solely or jointly with others, in or\nrelating to any activities of the Company or its subsidiaries known to him as a\nconsequence of his employment or the rendering of advisory and consulting\nservices hereunder (collectively the 'Subject Matter').\n\n                  (b) Executive hereby assigns and transfers, and agrees to\nassign and transfer, to the Company, all his rights, title and interest in and\nto the Subject Matter, and Executive further agrees to deliver to the Company\nany and all drawings, notes, specifications and data relating to the Subject\nMatter, and to execute, acknowledge and deliver all such further papers,\nincluding applications for copyrights or patents, as may be necessary to obtain\ncopyrights and patents for any thereof in any and all countries and to vest\ntitle thereto to the Company. Executive shall assist the Company in obtaining\nsuch copyrights or patents during the term of this Agreement, and any time\nthereafter on reasonable notice and at mutually convenient times, and Executive\nagrees to testify in any prosecution or litigation involving any of the Subject\nMatter; provided, however, that Executive shall be compensated in a timely\nmanner at the rate of $100.00 per hour (with a minimum of $500.00 per day), plus\nout-of-pocket expenses incurred in rendering such assistance or giving or\npreparing to give such testimony if it is required after termination of his\nemployment hereunder.\n\n         12.      NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.\n\n                  (a) Executive shall not, during the term of this Agreement, or\nat any time following termination of this Agreement, directly or indirectly,\ndisclose, permit to be known or make accessible (other than as is required in\nthe regular course of his duties or is required by law (in which case Executive\nshall give the Company prior written notice of such required disclosure) or with\nthe prior written consent of the Board of Directors of the Company), to any\nperson, firm or corporation, any confidential information acquired by him during\nthe course of, or as an incident to, his employment or the rendering of his\nadvisory or consulting services hereunder, relating to the Company or any of its\nsubsidiaries, the directors of the Company or its subsidiaries, any client of\nthe Company or any of its subsidiaries, or any corporation, partnership or other\nentity owned or controlled, directly or indirectly, by any of the foregoing, or\nin which any of the foregoing has a beneficial interest, including, but not\nlimited to, the business affairs of each of the foregoing. Such confidential\ninformation shall include, but shall not be limited to, proprietary technology,\ntrade\n\n\n                                       -8-\n\n\n\n\n\n\nsecrets, patented processes, research and development data, know-how, market\nstudies and forecasts, competitive analyses, pricing policies, employee lists,\npersonnel policies, the substance of agreements with customers and others,\nmarketing or dealership arrangements, servicing and training programs and\narrangements, customer lists and any other documents embodying such confidential\ninformation. This confidentiality obligation shall not apply to any confidential\ninformation which thereafter becomes publicly available other than pursuant to a\nbreach of this Section 12(a) by Executive.\n\n                  (b) All information and documents relating to the Company and\nits affiliates as hereinabove described (or other business affairs) shall be the\nexclusive property of the Company, and Executive shall use commercially\nreasonable best efforts to prevent any publication or disclosure thereof. Upon\ntermination of Executive's employment with the Company, all documents, records,\nreports, writings and other similar documents containing confidential\ninformation, including copies thereof, then in Executive's possession or control\nshall be returned and left with the Company.\n\n         13.      SPECIFIC PERFORMANCE.\n\n                  Executive agrees that if he breaches, or threatens to commit a\nbreach of, any of the provisions of Sections 10, 11 or 12 (the 'Restrictive\nCovenants'), the Company shall have, in addition to, and not in lieu of, any\nother rights and remedies available to the Company under law and in equity, the\nright to have the Restrictive Covenants specifically enforced by any court of\ncompetent jurisdiction, it being agreed that any breach or threatened breach of\nthe Restrictive Covenants would cause irreparable injury to the Company and that\nmoney damages would not provide an adequate remedy to the Company.\nNotwithstanding the foregoing, nothing herein shall constitute a waiver by\nExecutive of his right to contest whether a breach or threatened breach of any\nRestrictive Covenant has occurred.\n\n         14.      AMENDMENT OR ALTERATION.\n\n                  No amendment or alteration of the terms of this Agreement\nshall be valid unless made in writing and signed by both of the parties hereto.\n\n         15.      GOVERNING LAW.\n\n                  This Agreement shall be governed by the laws of the State of\nNew Jersey applicable to agreements made and to be performed therein.\n\n\n                                       -9-\n\n\n\n\n\n\n\n\n         16.      SEVERABILITY.\n\n                  The holding of any provision of this Agreement to be invalid\nor unenforceable by a court of competent jurisdiction shall not affect any other\nprovision of this Agreement, which shall remain in full force and effect.\n\n         17.      NOTICES.\n\n                  Any notices required or permitted to be given hereunder shall\nbe sufficient if in writing, and if delivered by hand, or sent by certified\nmail, return receipt requested, to the addresses set forth above or such other\naddress as either party may from time to time designate in writing to the other,\nand shall be deemed given as of the date of the delivery or mailing.\n\n         18.      WAIVER OR BREACH.\n\n                  It is agreed that a waiver by either party of a breach of any\nprovision of this Agreement shall not operate, or be construed, as a waiver of\nany subsequent breach by that same party.\n\n         19.      ENTIRE AGREEMENT AND BINDING EFFECT.\n\n                  This Agreement contains the entire agreement of the parties\nwith respect to the subject matter hereof and shall be binding upon and inure to\nthe benefit of the parties hereto and their respective legal representatives,\nheirs, distributors, successors and assigns. Notwithstanding the foregoing, all\nprior agreements between Executive and the Company relating to the\nconfidentiality of information, trade secrets, patents and stock options shall\nnot be affected by this Agreement.\n\n         20.      SURVIVAL.\n\n                  The termination of Executive's employment hereunder or the\nexpiration of this Agreement shall not affect the enforceability of Sections 8,\n10, 11, 12 and 13 hereof.\n\n         21.      FURTHER ASSURANCES.\n\n                  The parties agree to execute and deliver all such further\ndocuments, agreements and instruments and take such other and further action as\nmay be necessary or appropriate to carry out the purposes and intent of this\nAgreement.\n\n\n                                      -10-\n\n\n\n\n\n\n\n         22.      HEADINGS.\n\n                  The Section headings appearing in this Agreement are for the\npurposes of easy reference and shall not be considered a part of this Agreement\nor in any way modify, demand or affect its provisions.\n\n                  IN WITNESS WHEREOF, the parties hereto have executed this\nAgreement as of the date and year first above written.\n\n                                              BIO-TECHNOLOGY GENERAL CORP.\n\n                                              By: \/s\/ Sim Fass\n                                                  ------------------------------\n\n\n                                              \/s\/ Virgil Thompson\n                                              ----------------------------------\n                                              Virgil Thompson\n\n                                      -11-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6900],"corporate_contracts_industries":[9406],"corporate_contracts_types":[9539,9544],"class_list":["post-38986","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bio-technology-general-corp","corporate_contracts_industries-drugs__botanical","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38986","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38986"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38986"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38986"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38986"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}