{"id":42012,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-bio-technology-general-corp-and-bio-cardia-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-bio-technology-general-corp-and-bio-cardia-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/agreement-bio-technology-general-corp-and-bio-cardia-corp.html","title":{"rendered":"Agreement &#8211; Bio-Technology General Corp. and Bio-Cardia Corp."},"content":{"rendered":"<pre>\n                                    AGREEMENT\n\n     AGREEMENT, dated as of December 29, 1995, by and among Bio-Technology\nGeneral Corp. ('BTG'), a Delaware corporation, Bio-Cardia Corporation\n('Bio-Cardia'), a Delaware corporation, and Bio-Technology General (Israel) Ltd.\n('BTG Israel'), a corporation formed under the laws of the State of Israel.\n\n     WHEREAS, BTG and Bio-Cardia are parties to a Technology License Agreement\ndated as of December 31, 1993 (the 'Technology License Agreement'), pursuant to\nwhich BTG granted a license under certain patent rights and technology (the\n'Licensed Technology') for the purpose of allowing Bio-Cardia to develop and\nmarket certain products; and\n\n     WHEREAS, BTG and Bio-Cardia are parties to a Research and Development\nAgreement dated as of December 31, 1993 (the 'Research and Development\nAgreement'), pursuant to which BTG was engaged to perform research and\ndevelopment activities on behalf of Bio-Cardia relating to the Licensed\nTechnology; and\n\n     WHEREAS, BTG and Bio-Cardia are parties to a Services Agreement dated as of\nDecember 31, 1993 (the 'Services Agreement'), pursuant to which BTG agreed to\nprovide certain services, including accounting, financial, legal and\nadministrative services to Bio-Cardia; and\n\n     WHEREAS, BTG and Bio-Cardia are parties to a Marketing Option Agreement\ndated as of December 31, 1993 (the 'Marketing Option Agreement'), pursuant to\nwhich Bio-Cardia granted to BTG an option to market and sell products (the\n'Products') derived from the Licensed Technology; and\n\n     WHEREAS, BTG Israel and Bio-Cardia are parties to a Supply Agreement dated\nas of December 31, 1993 (the 'Supply Agreement'), pursuant to which Bio-Cardia\nengaged BTG Israel to manufacture Products; and\n\n     WHEREAS, in order to fund development of the Products and Bio-Cardia's\nobligations to BTG under the Technology License Agreement and the Research and\nDevelopment Agreement, Bio-Cardia sold shares of its common stock at a purchase\nprice per share of $25,000, of which $3,750 was paid in cash at closing and the\nremainder was paid with a promissory note (the 'Investor Note') due in five\ninstallments over a period of three years; and\n\n     WHEREAS, simultaneous and in conjunction with Bio-Cardia's sale of stock,\nBTG issued to each Bio-Cardia stockholder warrants to purchase 3,750 shares of\nBTG Common Stock (the 'Warrants') for each share of Bio-Cardia stock purchased\nin consideration for such stockholders grant to BTG of an irrevocable option to\n\n\n\n\npurchase such stockholder's Bio-Cardia stock at any time on or prior to \nDecember 31, 1997; and\n\n     WHEREAS, due to payment defaults by certain stockholders of Bio-Cardia\nunder their Investor Notes, Bio-Cardia was unable to meet its obligations to BTG\nunder the Technology License Agreement and the Research and Development\nAgreement; and\n\n     WHEREAS, following such default, BTG continued to fund research and\ndevelopment in respect of the Products, and provided Bio-Cardia with funds to\nmeet its operating expenses and to consummate an exchange offer with its\nnon-defaulting stockholders; and\n\n     WHEREAS, during October 1994, Bio-Cardia received, pursuant to settlements\nwith certain of its defaulting stockholders, Warrants to purchase 2,670,000\nshares of BTG common stock at an exercise price of $5.49 per share (the\n'Surrendered Warrants'); and\n\n     WHEREAS, in 1995 Bio-Cardia reached settlements with all of its other\nstockholders who had outstanding Investor Notes, which settlements resulted in\ncancellation of such Investor Notes; and\n\n     WHEREAS, at December 29, 1995, there was due to BTG from Bio-Cardia in\nexcess of $7,000,000 for research and development performed by BTG on behalf of\nBio-Cardia during 1994 and 1995 and for product purchases and advances for\ngeneral and administrative expenses; and\n\n     WHEREAS, Bio-Cardia is in default under its obligations under the\nTechnology License Agreement and the Research and Development Agreement; and\n\n     WHEREAS, the parties hereto wish to terminate their relationship under each\nof the Technology License Agreement, Research and Development Agreement,\nMarketing Option Agreement and the Supply Agreement.\n\n     NOW, THEREFORE, in consideration of the premises and other good and\nvaluable consideration, the parties hereto intending to be legally bound hereby\nacknowledge and agree as follows:\n\n     1. Bio-Cardia hereby sells, assigns, transfers and delivers to BTG all\nright, title and interest in and to the Surrendered Warrants, the Program\nTechnology (as defined in the Technology License Agreement) and the Improvements\n(as defined in the Technology License Agreement), free and clear of all liens,\nin partial satisfaction of amounts owed to BTG under the Research and\nDevelopment Agreement.\n\n     2. BTG and Bio-Cardia hereby agree that the Technology License Agreement,\nResearch and Development Agreement, Marketing Option Agreement and Services\nAgreement are hereby terminated effective as of December 29, 1995.\n\n                                       -2-\n\n\n\n\nNotwithstanding Section 8.4 of the Research and Development Agreement, no\nportions of any of these agreements shall survive, except that Section 4.02 of\nthe Technology License Agreement and Section 5 of the Research and Development\nAgreement, each of which relates to the treatment of confidential information,\nshall survive the termination of such agreements. Nothing in this Section 2 is\nintended to cancel any amounts due from Bio-Cardia to BTG.\n\n     3. As a result of the termination of the Research and Development\nAgreement, the parties hereto agree that all right, title and interest in and to\nthe Base Technology (as defined in the Technology License Agreement) reverts to\nBTG.\n\n     4. Bio-Cardia and BTG Israel hereby agree that the Supply Agreement is\nterminated effective as of December 29, 1995. Notwithstanding Section 8.5\nthereof, no portions of the Supply Agreement shall survive the termination of\nthe agreement, except that the obligations in Section 9 thereof, which relate to\nthe treatment of confidential information, shall survive and not be effected by\nthe termination of the Supply Agreement.\n\n     5. That each of BTG and Bio-Cardia, for itself and its subsidiaries and\ntheir respective affiliates, predecessors, successors and assigns, for good and\nvaluable consideration, the receipt and sufficiency of which is hereby\nacknowledged, hereby releases, remises, forever discharges and covenants not to\nsue the other, their subsidiaries or affiliates, directors, officers, employees,\npredecessors, successors and assigns, from or in respect of any and all actions,\ncauses of action, suits, debts, dues, sums of money, accounts, covenants,\ncontracts, controversies, agreements, promises, damages, judgments and claims\n(including, without limitation, claims for litigation costs and attorneys' fees,\nexpenses and disbursements), executions and demands whatsoever, in law,\nadmiralty or equity, regardless of whether known or unknown at present, which it\never had, now has or hereafter can, shall or may have, for, upon or by reason of\nany matter, cause or thing whatsoever from the beginning of the world to the\ndate hereof.\n\n     That each of BTG and Bio-Cardia and its subsidiaries and their respective\naffiliates, predecessors, successors and assigns may have sustained damages,\nexpenses or losses which are presently unknown or not suspected and that such\ndamages, expenses or losses, if any, may give rise to additional damages,\nexpenses or losses in the future which are not now anticipated. Each of BTG and\nBio-Cardia, for itself and its subsidiaries and their respective affiliates,\npredecessors, successors and assigns, hereby expressly waives any and all rights\nthat it or they may have had under any statute or common law principle which\nwould limit the effect of the foregoing release to those claims actually known\nor suspected to exist at the time of execution of the foregoing release.\n\n     Notwithstanding the foregoing, nothing in this Section 5 is intended to\nlimit BTG's ability to take any and all actions necessary to collect sums owed\nto BTG prior to the date of this Agreement.\n\n                                       -3-\n\n\n\n\n     6. This Agreement shall be governed in all respects by the laws of the\nState of New York, without application of the conflicts of laws principles\nthereof.\n\n     7. This Agreement contains the entire agreement of the parties with respect\nto the subject matter hereof, supersedes all prior agreements, both written or\noral, between the parties with respect to the subject matter hereof.\n\n     8. This Agreement may be executed in one or more counterparts, each of\nwhich shall be deemed an original, but all of which together shall constitute\none and the same instrument.\n\n     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nduly executed as of December 29, 1995.\n\n\n                                            BIO-TECHNOLOGY GENERAL CORP.\n                  \n                                            \/s\/ YEHUDA STERNLICHT\n                                            --------------------------\n                                            By:\n\n\n\n                                            BIO-CARDIA CORPORATION\n\n                                            \/s\/ SIM FASS\n                                            --------------------------\n                                            By:\n\n\n\n                                            BIO-TECHNOLOGY GENERAL (ISRAEL) LTD.\n\n                                            \/s\/ DAVID HASELKORN\n                                            --------------------------\n                                            By:\n\n                                       -4-\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":[9613,9616],"class_list":["post-42012","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bio-technology-general-corp","corporate_contracts_industries-drugs__botanical","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42012","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=42012"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42012"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42012"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42012"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}