-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BKFBwwcQC1z99VlfYhVfiRP4KEXMXeC0zsmC9QXkR3SGlXP/I2OF/GqY3BGYyLm4 9LoGCCUWIuy3z8Uv84BmaA== 0000950131-02-000791.txt : 20020415 0000950131-02-000791.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950131-02-000791 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020306 GROUP MEMBERS: BAXTER HEALTHCARE CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENSTAR THERAPEUTICS CORP CENTRAL INDEX KEY: 0001003929 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 330687976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50201 FILM NUMBER: 02568581 BUSINESS ADDRESS: STREET 1: 10835 ALTMAN ROW STREET 2: STE 150 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194505949 MAIL ADDRESS: STREET 1: 10835 ALTMAN ROW STREET 2: SUITE 150 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: UROGEN CORP DATE OF NAME CHANGE: 19960508 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAXTER INTERNATIONAL INC CENTRAL INDEX KEY: 0000010456 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 360781620 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE BAXTER PKWY STREET 2: DF2-2W CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8479482212 MAIL ADDRESS: STREET 1: ONE BAXTER PARKWAY STREET 2: DF2-2W CITY: DEERFIELD STATE: IL ZIP: 60015 FORMER COMPANY: FORMER CONFORMED NAME: BAXTER LABORATORIES INC DATE OF NAME CHANGE: 19760608 FORMER COMPANY: FORMER CONFORMED NAME: BAXTER TRAVENOL LABORATORIES INC DATE OF NAME CHANGE: 19880522 SC 13D 1 dsc13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------------------------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 Genstar Therapeutics Corp. (Formerly known as Urogen Corp.) (Name of Issuer) Common Stock, Par Value $0.001 per Share (Title of Class of Securities) 917271 108 (CUSIP NUMBER) Jan Stern Reed Baxter International Inc. One Baxter Parkway Deerfield, Illinois 60015 (847) 948-2212 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 13, 2001 (Date of Event which Requires Filing of this Statement) - -------------------------------------------------------------------------------- If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X]. NOTE: Schedules filed in paper format should include a signed original and five (5) copies of the schedule. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 8 SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 917271 108 Page 2 of 8 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Baxter Healthcare Corporation IRS Identification No. 36-2604143 Baxter International Inc. IRS Identification No. 36-0781620 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC/OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 14,788,094 ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 14,788,094 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Page 3 of 8 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,788,094 consisting of: . 1,841,219 shares of common stock; . 5,830 shares of non-voting Series A preferred stock convertible into 5,830,000 shares of common stock, based on a fixed 1:1000 conversion ratio; . 12,890 shares of non-voting Series B preferred stock convertible into 7,016,875 shares of common stock, based on a floating conversion ratio assuming conversion as of March 4, 2002; and . Warrant to purchase 100,000 shares of common stock at $2.00 per share until February 27, 2005 (as of the date of this filing, the Company's share price is less than $2.00 per share). - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] Amount excludes 2,000 shares of non-voting Series C preferred stock of the Company, which shares do not become convertible into common stock until the achievement by the Company of a milestone event that has not occurred and is not expected to occur within sixty days of the date of filing. - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.5%/1/ - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - ------------ /1/ Percentage assumes the conversion of the non-voting Series A preferred stock and non-voting Series B preferred stock into voting common stock of the Company and the exercise of the warrant for voting common stock of the Company. As of the date of this filing, the preferred shares have not been converted into voting common stock and the warrant has not been exercised for voting common stock. The voting common stock currently held by Purchaser constitutes approximately 8% of the outstanding common stock of the Company. SCHEDULE 13D This Schedule 13D relates to the holdings of Baxter Healthcare Corporation, a Delaware corporation ("Purchaser"), of common stock, $0.001 par value per share ("Common Stock"), of Genstar Therapeutics Corp. (formerly known as Urogen Corp.), a Delaware corporation (the "Company"). ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D relates to the Common Stock of the Company. The address of the principal executive offices of the Company is: 10865 Altman Row San Diego, CA 92121 (858) 450-5949 ITEM 2. IDENTITY AND BACKGROUND This statement is being filed by Purchaser and Baxter International Inc., a Delaware corporation and the owner of 100% of the capital stock of Purchaser (the "Parent"). The principal executive offices of Purchaser and Parent are: One Baxter Parkway Deerfield, Illinois, 60015 (847) 948-2000 Purchaser and Parent are engaged in the worldwide development, distribution and manufacture of a diversified line of products, systems and services used primarily in the health care field. Neither Parent nor Purchaser, nor, to the best knowledge of Parent and Purchaser, any director or executive officer of Parent or Purchaser, during the last five years, (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Purchaser and the Company entered into an Asset Purchase Agreement, dated as of February 28, 1998, as amended (the "Asset Purchase Agreement"), pursuant to which Purchaser sold to the Company certain technology and other property related to the research, development, manufacture, use and sale of products using the technology, in exchange for 1,841,219 shares of Common Stock and 5,830 shares of the Company's Series A non-voting preferred stock, par value $0.001 per share (the "Series A Preferred Stock"). In connection with the Asset Purchase Agreement, Purchaser and the Company entered into a Developmental Collaboration Agreement, dated as of July 8, 1998, as amended (the "Developmental Collaboration Agreement"), and a Credit Agreement, of same date, as amended (the "Credit Agreement," and together with the Developmental Collaboration Agreement, the "Funding Agreements"), under which Purchaser agreed to provide funding for continued research and development of such technology. Under the Funding Agreements, Purchaser was required to provide development funding before the start of each applicable three month period until Purchaser's funding obligations expired pursuant to the terms of the Funding Agreements. The amounts outstanding under the Credit Agreement were due and payable on December 31 of each year during the term of the agreement. At the Company's option, the amounts due and payable could be paid by the Company in cash or by Page 4 of 8 issuing to Purchaser the number of shares of the Company's non-voting Series B preferred stock, par value $0.001 per share (the "Series B Preferred Stock"), determined by dividing the outstanding amount under the Credit Agreement by 1,000. Through June 13, 2001, Purchaser acquired 7,041 shares of Series B Preferred Stock as repayment of the Company's outstanding obligations due and owing under the Credit Agreement. In August, 2001, the Company paid the remaining balance under the Credit Agreement of $5,848,660 by issuing to Purchaser 5,849 shares of Series B Preferred Stock. Purchaser currently holds a total of 12,890 shares of Series B Preferred Stock. Purchaser's periodic funding obligations under the Funding Agreements and corresponding acquisition of shares of the Company's Series B Preferred Stock terminated on June 13, 2001. In August, 2000, the Company issued to Purchaser a Common Stock Purchase Warrant, dated February 28, 2000, which granted Purchaser the right to purchase 100,000 shares of Common Stock (the "Warrant"). The Company issued the Warrant in exchange for Purchaser's guarantee of the Company's capital equipment facility. The Warrant is fully vested and is exercisable for five years at an exercise price of $2.00 per share. The foregoing summary of each of the Asset Purchase Agreement, Developmental Collaboration Agreement, Credit Agreement and Warrant is not intended to be complete and is qualified by reference to the copy of each agreement included as an exhibit to this Schedule 13D and incorporated herein in its entirety by reference. The funds loaned under the Credit Agreement came from Purchaser's working capital. ITEM 4. PURPOSE OF TRANSACTION As described in Item 3 above, Purchaser acquired shares of Common Stock and Series A Preferred Stock pursuant to the Asset Purchase Agreement, shares of Series B Preferred Stock pursuant to the Funding Agreements and the Warrant. Other than as described below, neither Purchaser nor Parent has any plans or proposals which relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D (although each reserves the right to develop such plans). (a) On July 8, 1998, the Company, Purchaser and certain founding shareholders entered into an Investor Rights Agreement (the "Investor Rights Agreement") under which Purchaser has the right to purchase up to twenty percent (20%) of any new securities of the Company issued after the date of the agreement. New securities do not include, among other items, stock options, stock issuable upon conversion of existing securities, stock issuable upon stock splits and certain issuances to lending institutions. Purchaser's right to purchase new securities will terminate upon natural termination of the agreement or at such time as Purchaser does not own at least 250,000 shares of Common Stock, on an as converted basis. In addition, under the terms of the agreement, Purchaser is required to purchase shares of the Company's non-voting Series C Preferred Stock, $0.001 par value per share (the "Series C Preferred Stock"), at a price of $1,000 per share upon the Company achieving certain milestones. On June 13, 2001, the Company reached the first milestone, treatment of the first patient in a Phase I clinical trial for a product developed under the Developmental Collaboration Agreement. As a result, Purchaser paid to the Company $2,000,000 in exchange for 2,000 shares of Series C Preferred Stock. Future milestones and purchases under the Investor Rights Agreement include the following: $5,000,000 in exchange for 5,000 shares of Series C Preferred Stock, upon commencement of Phase III clinical trials of a product developed under the Developmental Collaboration Agreement and $10,000,000 in exchange for 10,000 shares of Series C Preferred Stock, upon approval by the Food and Drug Administration of a product developed under the Developmental Collaboration Agreement. The shares of Series C Preferred Stock will become convertible into Common Stock after the Company obtains the approval by the Food and Drug Administration of the hemophilia product. Page 5 of 8 The foregoing summary of the Investor Rights Agreement is not intended to be complete and is qualified by reference to the copy of the Investor Rights Agreement included as an exhibit to this Schedule 13D and incorporated herein in its entirety by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Except as set forth below, neither Purchaser, Parent, nor, to the best knowledge of Purchaser and Parent, any director or executive officer of Purchaser or Parent beneficially owns any other shares of Common Stock of the Company. (a) Purchaser and Parent may be deemed to beneficially own an aggregate of 14,788,094 shares of Common Stock, which constitutes approximately 40.5% of the total number of outstanding shares of Common Stock. Such percentage assumes the conversion of the Series A Preferred Stock and Series B Preferred Stock into Common Stock and the exercise of the Warrant for Common Stock. As of the date of this filing, the Series A Preferred Stock and Series B Preferred Stock have not been converted into Common Stock and the Warrant has not been exercised for Common Stock. The Common Stock currently held by Purchaser constitutes approximately 8% of the outstanding shares of Common Stock. (b) Purchaser may share the power to vote and dispose of the Common Stock with Parent. (c) On June 13, 2001, 7,041 shares of Series B Preferred Stock held by Purchaser became convertible at Purchaser's option without additional consideration into a number of shares of Common Stock equal to the product of (a) the quotient of (i) the liquidated value (initially $1,000 per share subject to recapitalization adjustments), divided by (ii) 110% of the fair market value of the Common Stock based on the thirty (30) day trailing average closing market price for the Common Stock on the date two days before conversion, multiplied by (b) the number of shares of Series B Preferred Stock so converted. In August, 2001, Purchaser acquired an additional 5,849 shares of Series B Preferred Stock as payment of the Company's remaining balance under the Credit Agreement, which shares also are convertible into shares of Common Stock. Applying the conversion ratio as if conversion occurred on March 4, 2002, Purchaser's 12,890 shares of Series B Preferred Stock would be convertible into 7,016,875 shares of Common Stock. After July 8, 2001, Purchaser's 5,830 shares of Series A Preferred Stock became convertible into 5,830,000 shares of Common Stock pursuant to the terms of the Asset Purchase Agreement. To date, Purchaser has not exercised its conversion option with respect to its shares of Series A Preferred Stock or Series B Preferred Stock. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. In connection with the agreements described in Item 3 and as discussed in Item 4(a) above, the Company, Purchaser and certain founding shareholders of the Company entered into the Investor Rights Agreement, under which the shares held by Purchaser are subject to certain transfer restrictions until July 8, 2003. In addition to these transfer restrictions, Purchaser must first give the Company the opportunity to purchase shares intended to be sold by Purchaser under certain circumstances. Further, without the prior written consent of the Company, Purchaser is prohibited until July 8, 2003 from making a tender or exchange offer for, or otherwise acquiring, beneficial ownership of shares of voting stock of the Company, if as a result of such acquisition, the number of shares of voting stock beneficially owned by Purchaser would exceed 40% of the total voting power, subject to certain exceptions. The Investor Rights Agreement also grants Purchaser certain registration rights, including the option to join in registration statements filed by the Company and the right to request that the Page 6 of 8 Company file a registration statement for a public offering of Purchaser's shares under certain circumstances. As discussed in Item 4(a) above, the Investor Rights Agreement also grants Purchaser the right to purchase up to twenty percent (20%) of any new securities that the Company may issue after the date of the agreement and obligates Purchaser to purchase shares of Series C Preferred Stock upon the Company achieving stated milestones. The foregoing summary of the Investor Rights Agreement is not intended to be complete and is qualified by reference to the copy of the Investor Rights Agreement included as an exhibit to this Schedule 13D and incorporated herein in its entirety by reference. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS Exhibit Description Exhibit 7.1 Asset Purchase Agreement, dated as of February 28, 1998, by and between the Company and Purchaser (incorporated by reference to Exhibit 2.2 of the Company's Form 10-KSB for the fiscal year ended December 31, 2000 filed by the Company (Commission File No. 0-27264) on April 2, 2001 (the "Form 10-KSB")). Exhibit 7.2 Amendment to Asset Purchase Agreement, dated as of May 27, 1998, by and between the Company and Purchaser (incorporated by reference to Exhibit 2.3 of the Form 10-KSB). Exhibit 7.3 Second Amendment to Asset Purchase Agreement, dated as of July 20, 2001, by and between the Company and Purchaser. Exhibit 7.4 Third Amendment to Asset Purchase Agreement, dated as of December 19, 2001, by and between the Company and Purchaser. Exhibit 7.5 Investor Rights Agreement, dated as of July 8, 1998, by and among the Company, Purchaser and the Founders who are signatories thereto (incorporated by reference to Exhibit 2.5 of the Form 10-KSB). Exhibit 7.6 Developmental Collaboration Agreement, dated July 8, 1998, by and between the Company and Purchaser (incorporated by reference to Exhibit 2.6 of the Form 10-KSB). Exhibit 7.7 Credit Agreement, dated July 8, 1998, by and between the Company and Purchaser (incorporated by reference to Exhibit 2.7 of the Form 10-KSB). Exhibit 7.8 Amendment to Developmental Collaboration Agreement and Credit Agreement, dated as of February 28, 2000, by and between the Company and Purchaser. Exhibit 7.9 Common Stock Purchase Warrant, dated February 28, 2000. Page 7 of 8 SIGNATURES After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned corporations certifies that the information set forth in this Schedule 13D is true, complete and accurate. March 6, 2002 BAXTER HEALTHCARE CORPORATION By: /s/ Jan S. Reed -------------------------------------- Name: Jan S. Reed Title: Corporate Secretary BAXTER INTERNATIONAL INC. By: /s/ Jan S. Reed -------------------------------------- Name: Jan S. Reed Title: Corporate Secretary Page 8 of 8 EX-99.7.3 3 dex9973.txt SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT EXHIBIT 7.3 SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT -------------------------------------------- This SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT ("Amendment"), made as of this 20th day of July, 2001, by and between BAXTER HEALTHCARE CORPORATION, a Delaware corporation with offices at 1627 Lake Cook Road, Deerfield, Illinois 60015 (the "Seller"), and GENSTAR THERAPEUTICS CORPORATION, a Delaware corporation with offices at 10835 Altman Row, Suite A, San Diego, California, 92121 ("Buyer"). RECITALS WHEREAS, the Buyer and the Seller have entered into that certain Asset Purchase Agreement, dated as of February 28, 1998, as amended by the Amendment to Asset Purchase Agreement dated May 27, 1998 (the "Agreement"); and WHEREAS, the Buyer and the Seller desire to amend the Agreement to update the name of the "Buyer" after a change in the name of Buyer and to reflect certain changes to terms of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock of Buyer, upon and subject to the terms and conditions of this Amendment; and WHEREAS, any capitalized terms not otherwise defined in this Amendment shall bear the meaning ascribed to such terms in the Agreement. NOW THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows: As of the date hereof, the Agreement is hereby amended to update the name of Buyer from UROGEN CORP. to GENSTAR THERAPEUTICS CORPORATION and to replace the Certificates of Designation for the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock of Buyer as contained in Exhibit A --------- of the Agreement with the form attached hereto as Exhibit 1. --------- IN WITNESS WHEREOF, the parties hereto have executed this Amendment, as of the date first above written. SELLER: BAXTER HEALTHCARE CORPORATION By: /s/ Victor W. Schmitt ----------------------------------- Title: President, Venture Management --------------------------------- Victor W. Schmitt BUYER: GENSTAR THERAPEUTICS CORPORATION By: /s/ Robert E. Sobol, M.D. ------------------------------------ Title: Chief Executive Officer --------------------------------- Robert E. Sobol, M.D. EXHIBIT 1 [Certificates of Designation for Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock] EX-99.7.4 4 dex9974.txt THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT EXHIBIT 7.4 THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT ------------------------------------------- This THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT ("Amendment"), effective as of this 19th day of December, 2001, by and between BAXTER HEALTHCARE CORPORATION, a Delaware corporation with offices at 1627 Lake Cook Road, Deerfield, Illinois 60015 (the "Seller"), and GENSTAR THERAPEUTICS CORPORATION, a Delaware corporation with offices at 10865 Altman Row, San Diego, California, 92121 ("Buyer"). RECITALS WHEREAS, the Buyer and the Seller have entered into that Certain Asset Purchase Agreement, dated as of February 28, 1998, as amended by the Amendments to Asset Purchase Agreement dated May 27, 1998 and July 20, 2001 (collectively, the "Agreement"); and WHEREAS, the Buyer and the Seller desire to amend the Agreement to reflect certain changes to terms of the Series B Preferred Stock of Buyer, upon and subject to the terms and conditions of this Amendment; and WHEREAS, any capitalized terms not otherwise defined in this Amendment shall bear the meaning ascribed to such terms in the Agreement. NOW THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows: As of the date hereof, the Agreement is hereby amended to replace the Certificate of Designation for the Series B Preferred Stock of Buyer as contained in Exhibit A of the Agreement with the form attached hereto as Exhibit --------- ------- 1. - - IN WITNESS WHEREOF, the parties hereto have executed this Amendment, as of the date first above written. SELLER: BAXTER HEALTHCARE CORPORATION By: /s/ Victor W. Schmitt ------------------------------------ Title: President, Venture Management --------------------------------- Victor W. Schmitt BUYER: GENSTAR THERAPEUTICS CORPORATION By: /s/ Robert E. Sobol ------------------------------------ Title: President & CEO --------------------------------- Robert E. Sobol EXHIBIT 1 [Amendment to Certificate of Designation for Series B Preferred Stock] EX-99.7.8 5 dex9978.txt DEVELOPMENTAL COLLABORATION AGREEMENT EXHIBIT 7.8 AMENDMENT TO ------------ DEVELOPMENTAL COLLABORATION AGREEMENT ------------------------------------- AND --- CREDIT AGREEMENT ---------------- THIS AMENDMENT TO DEVELOPMENTAL COLLABORATION AGREEMENT AND CREDIT AGREEMENT ("Amendment") is made as of this 28th day of February, 2000, by and between BAXTER HEALTHCARE CORPORATION, a Delaware corporation with offices at 1627 Lake Cook Road, Deerfield, Illinois 60015 ("Baxter") and UROGEN CORPORATION, a Delaware corporation with offices at 10835 Altman Row, Suite A, San Diego, California 92121 ("UroGen"). RECITALS WHEREAS, Baxter and UroGen have entered into that certain Developmental Collaboration Agreement, dated as of July 8, 1998 (the "Development Agreement") and that certain Credit Agreement dated as of July 8, 1998 (the "Credit Agreement", and together with the Development Agreement, the "Agreements"); WHEREAS, Baxter has agreed to enter into a Guaranty Agreement dated as of February 28, 2000 (the "Guaranty") pursuant to which Baxter has agreed to guaranty certain obligations of UroGen under that certain Master Lease Agreement dated February 28, 2000 between UroGen and Banc One Leasing Corp. ("Banc One") under which UroGen has leased the equipment described in such Master Lease Agreement (such equipment, the "Leased Equipment"); WHEREAS, Baxter and UroGen desire to amend the Agreements in order to (i) include as part of UroGen's liabilities under the Credit Agreement any amounts Baxter may pay to the lessor of the Leased Equipment under the Guaranty before the IND Milestone Date (as such term is defined in the Development Agreement) and (ii) include any amounts Baxter may pay to the lessor of the Leased Equipment under the Guaranty before the IND Milestone Date as part of Baxter's funding of UroGen's development work under the Development Agreement, all upon the terms and conditions of this Amendment. NOW THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto hereby agree as follows: TERMS 1. Amendments to the Development Agreement. Capitalized terms --------------------------------------- used in this Section 1 and not herein defined shall have the meanings ascribed to such terms in the Development Agreement. The Development Agreement is hereby amended as follows: (a) Section 1.3 of the Development Agreement shall be amended by adding 1 the following after the definition of "Funding:" "Guaranty" means that certain Guaranty dated February 28, 2000 by Baxter in favor of UroGen, pursuant to which Baxter agreed to guaranty UroGen's payment obligations under the terms of the Master Lease Agreement dated February 28, 2000 between UroGen and Banc One." (b) Section 3.5 of the Development Agreement shall be amended as follows: (i) Section 3.5(a) of the Development Agreement shall be amended by adding the following at the end of such section: "plus any payments by Baxter pursuant to the Guaranty." ---- (ii) Section 3.5(c) of the Development Agreement shall be amended by adding the following at the end of such section: "(vi) In the event that during the Baxter Funding Period Baxter makes any payment under the Guaranty, for the purposes of determining Baxter's Adjusted Interest under this Agreement, Baxter's Adjusted Interest will be adjusted (and UroGen's Adjusted Interest will be correspondingly adjusted) on an annual basis, in arrears in proportion to its share of the total Funding pursuant to the following formula (provided, -------- however, that in no event shall (aa) the UroGen Adjusted ------- Interest be less than 35% nor more than 75%, nor shall (bb) the Baxter Adjusted Interest be less than 25% nor more than 65%): Baxter's Adjusted Interest = ((A/B) x C) x 100 UroGen's Adjusted Interest = 100% - Baxter's Adjusted Interest where: A = the dollar amount actually funded UroGen by Baxter pursuant to Section 3.5(a) above through such calendar year, including, without limitation, any amounts paid by Baxter under the Guaranty during such calendar year B = the aggregate Approved Expenses for Developmental Work during the Baxter Funding Period through such calendar year; and C = the Baxter Interest, expressed as a decimal." (c) The first paragraph of Section 8.1 of the Development Agreement shall be amended by deleting the first paragraph thereof and inserting the following in its place: 2 "Prior to the occurrence of the Qualifying Regulatory Approval Milestone, either Party may unilaterally cease all participation in all Development Work under this Agreement by thirty (30) days prior written notice of its election to cease participation to the other Party. In the event that a Party gives a notice of termination of the Agreement pursuant to Section 2(b) above, fails to make any advances or payments with respect to its Funding obligations (i.e., funds $0 with respect to its aggregate Funding obligations), or gives a notice of cessation of participation pursuant to this Section 8.1, the other Party (the "Remaining Party") shall have the right to proceed with the independent development of the Collaboration Product(s) at its own expense, provided, -------- however, that in the event this Agreement is so terminated by ------- either party and Baxter makes any payments under the Guaranty, even after the termination of this Agreement and the Credit Agreement, UroGen shall reimburse Baxter for Baxter's payment under the Guaranty in the manner and in the amounts as described in Section 1.2 of the Credit Agreement. In the event Baxter gives notice of termination to UroGen pursuant to this Section 8.1, effective as of the date of termination Baxter's obligations to provide Baxter Funding shall immediately terminate. In addition, in the event that the Seller License Agreement terminates without a concurrent transfer of the Intellectual Property Assets to UroGen pursuant to the terms and conditions of the Seller License Agreement and the Asset Purchase Agreement (the "License Termination Date"), Baxter's obligations to UroGen under this Agreement will automatically terminate without notice to UroGen or any third party effective on the License Termination Date, UroGen will be deemed to have elected to have unilaterally ceased all participation in all Development Work under this Agreement as of the License Termination Date, and Baxter will be deemed to be the "Remaining Party" as of the License Termination Date (but shall have no obligation with respect to the independent development of the Collaboration Product(s)). Upon any such cessation of participation in the Development Work:" 2. Amendments to the Credit Agreement. Capitalized terms used in ---------------------------------- this Section 2 and not herein defined shall have the meanings ascribed to such terms in the Credit Agreement. The Credit Agreement is hereby amended as follows: (a) The recitals to the Credit Agreement shall be amended by adding the following after the third recital to the Credit Agreement: "WHEREAS, Baxter has agreed to enter into that certain Guaranty Agreement 3 dated as of February 28, 2000 between Baxter and Banc One (the "Guaranty") pursuant to which Baxter guaranties Borrower's obligations under a lease agreement, and Borrower has agreed to reimburse Baxter for any payments made under the Guaranty during the Baxter Funding Period (as such term is defined in the Development Agreement) by adding any amounts Baxter pays under the Guaranty to the Borrower's liabilities hereunder and repaying such amounts in accordance with the terms hereof; and" (b) Section 1.2(a) of the Credit Agreement shall be amended by deleting the first sentence thereto and inserting the following in its place: "Subject to the terms and conditions of this Agreement, Baxter agrees to loan to Borrower from time to time during the Commitment Period (as defined below) (i) such amounts to be funded by Baxter as Baxter Funding during the Baxter Funding Period under, and subject to the terms and conditions of, Section 3.5(a) of the Development Agreement and (ii) such amounts which Baxter may be required to pay under the Guaranty (collectively, the "Credit Facility Loan"), which funds may be repaid without penalty during the Commitment Period but may not be reborrowed." (c) Section 2 of the Credit Agreement shall be amended to add a new subsection (iv) immediately following subsection (iii) as follows: "(iv) any and all payments made by Baxter under the Guaranty." (d) Section 3 of the Credit Agreement shall be amended by deleting Section 3 in its entirety and inserting the following in its place: "LOAN ADVANCES; APPLICATION OF PAYMENTS. Each request for an -------------------------------------- advance under the Credit Facility Loan under this Agreement shall be made by Borrower by delivering to Baxter a written notice requesting funding under and pursuant to the terms and conditions set forth in Section 3.5(a) of the Development Agreement (a "Borrowing Notice"); provided, however, that no -------- ------- Borrowing Notice shall be required for any payments made by Baxter under the Guaranty in order for such amount to be deemed part of the Borrower's Liabilities hereunder. Baxter, upon determination in its good faith judgment that the conditions set forth in Section 4 hereof have been duly satisfied, and subject to (i) Baxter's right at any time and from time to time to decline to pay any portion of its funding obligations under Section 3.5(a) of the Development Agreement, and (ii) the terms and conditions of this Agreement and the limitations set forth in Section 1, will fund the Baxter Funding requested by Borrower in the Borrowing Notice by advancing such amount under the Credit Facility Loan to the 4 Borrower in immediately available funds pursuant to the Borrower's wire transfer instructions pursuant to Section 3.5 of the Development Agreement in accordance with the terms and conditions set forth therein, or, if Baxter determines that such conditions have not been met, or that the amount requested shall not be advanced by Baxter to Borrower, Baxter will so notify Borrower." (e) Section 4 of the Credit Agreement shall be amended by inserting the following at the end of the section: "Notwithstanding the foregoing, the conditions in subsections (c) through (e) above are not required to be satisfied in order for Baxter to make payments under the Guaranty, and all such amounts paid by Baxter under the Guaranty shall be deemed part of the Borrower's Liabilities." (f) Section 5 of the Credit Agreement shall be amended with the addition of the following language immediately following subsection (b): "Notwithstanding the foregoing, the representations and warranties in subsections (a) and (b) are not required to be true and correct at the time Baxter may make any payments under the Guaranty, and all such amounts paid by Baxter under the Guaranty shall be deemed part of the Borrower's Liabilities." (g) Section 12 of the Credit Agreement shall be amended by deleting Section 12.7 in its entirety and inserting the following in its place: "12.7 In addition to all of Borrower's Liabilities under this Agreement, Borrower agrees to hold Baxter harmless from, and to indemnify Baxter, and each of its officers, directors, employees, attorneys and agents, against, all losses, damages, fees, liabilities, obligations, penalties, actions, suits, claims, costs and expenses (including, without limitation, attorneys' fees, costs and expenses), imposed on or incurred by Baxter, whether prior to or from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or relating to any suit, investigation, action or proceeding by any person, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation (other than suits or other actions by the Borrower against Baxter), including without limitation, any federal or state securities, labor or environmental laws, or under any common law or equitable cause or otherwise, arising from or in connection with any of the following: (i) the 5 negotiation, preparation, execution, performance or enforcement of this Agreement or of any document executed in connection with the transactions contemplated by this Agreement; (ii) Baxter's furnishing of funds to Borrower under this Agreement; or (iii) any matter relating to the financing transactions contemplated by this Agreement or by any document executed in connection with the transactions contemplated by this Agreement including, without limitation, the Guaranty and that certain Master Lease Agreement, dated February 28, 2000, between UroGen and Banc One. Such indemnification shall be part of the Borrower's Liabilities." 3. Except as hereby amended, all of the terms and conditions of the Development Agreement and Credit Agreement shall remain in full force and effect, and are hereby reaffirmed and ratified by the parties hereto. 6 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed the day and year first above written. BAXTER HEALTHCARE CORPORATION By:__________________________________________ Its:_________________________________________ UROGEN CORPORATION By:__________________________________________ Its:_________________________________________ 7 EX-99.7.9 6 dex9979.txt COMMON STOCK PURCHASE WARRANT Exhibit 7.9 NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT AND IS IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE HEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON THEIR TRANSFER PURSUANT TO TERMS SET FORTH IN THIS WARRANT. Warrant to Purchase Shares of Common Stock (Subject to Adjustment) UROGEN CORP. ------------ COMMON STOCK PURCHASE WARRANT Void after February 27, 2005 UroGen Corp., a Delaware corporation (the "Company"), hereby certifies that, for value received, Baxter Healthcare Corporation, or its permitted assigns, is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time before 5:00 p.m. Pacific time, on February 28, 2005 (the "Expiration Time"), 100,000 fully paid and nonassessable shares of Common Stock of the Company at a purchase price per share equal to the Warrant Price (as defined herein) and otherwise in accordance with the terms hereof. The number and character of such shares of Common Stock and the Warrant Price therefor are subject to adjustment as provided below. As used herein the following terms, unless the context otherwise requires, have the following respective meanings: (a) The term "Company" shall mean Urogen Corp. and any corporation that shall succeed to or assume the obligations of the Company hereunder. (b) The term "Control Transaction" shall mean (i) the sale by the Company of all or substantially all of its assets or (ii) any transaction or series of related transactions by the Company (including, without limitation, any reorganization, merger or consolidation) which results in the transfer of at least fifty percent (50%) of the outstanding voting power of the Company; provided, however, that a reorganization, merger or similar transaction shall not be -C1- deemed a Control Transaction if the stockholders of the Company immediately prior to such transaction maintain beneficial ownership and voting control of a majority of the outstanding voting securities of the surviving entity in the same relative proportions as they did prior to such transaction. (c) The term "holder" shall mean the holder of this Warrant or any permitted transferee or assignee thereof. (d) The term "Original Issuance Date" shall mean February 28, 2000. (e) The term "Warrant" shall mean this Warrant. (f) The term "Warrant Price" shall mean $2.00 per share. (g) The term "Warrant Shares" shall mean the shares of Common Stock or other securities of the Company issuable upon exercise of this Warrant, subject to adjustment hereunder from time to time. 1. Initial Exercise Date; Expiration. This Warrant may be exercised in full --------------------------------- at any time prior to the Expiration Time, and shall expire immediately thereupon. Notwithstanding the foregoing, this Warrant shall expire and no longer be exercisable immediately prior (and subject to) the closing of any Control Transaction. The Company shall provide the holder of this Warrant with at least 15 days prior notice of the occurrence of any event that would constitute a Control Transaction. 2. Exercise of Warrant. ------------------- (a) This Warrant may be exercised in full by the holder hereof by surrender of this Warrant, with the form of subscription attached hereto duly executed by such holder, to the Company at its principal office, accompanied by payment in accordance with Section 2(b) hereof, of the aggregate Warrant Price of the Warrant Shares to be purchased hereunder. (b) In lieu of payment in cash, payment of the aggregate Warrant Price upon exercise of the Warrant may be made by (i) surrender to the Company of debt or equity securities of the Company having a fair market value equal to the aggregate exercise price of the Warrant Shares being purchased upon such exercise (provided that for purposes of this subparagraph, the fair market value of the Common Stock shall equal the Market Price of the Common Stock as set forth below, and the fair market value of any note or other debt security shall be deemed to be equal to the aggregate outstanding principal amount thereof plus all accrued and unpaid interest thereon) or (ii) delivery of a written notice to the Company that the holder is exercising the Warrant by authorizing the Company to withhold from issuance a number of Warrant Shares issuable upon such exercise of the Warrant which when multiplied by the Market Price (as set forth below) is equal to the aggregate Warrant Price of the Warrant Shares being purchased upon such exercise (and such withheld shares shall no longer be issuable under this Warrant). -C2- (c) The Market Price of the Company's Common Stock as of a particular date (the "Determination Date") shall be calculated as follows: (i) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("Nasdaq") National Market System, then the average of the closing or last sale prices, respectively, reported for the twenty (20) business days immediately preceding the Determination Date; (ii) If the Company's Common Stock is not traded on an exchange or on the Nasdaq National Market System but is traded in the over-the-counter market, then the average of the means of the closing bid and asked prices reported for the twenty (20) business days immediately preceding the Determination Date; (iii) If the Company's Common Stock is not traded on an exchange, on the Nasdaq National Market System or in the over-the-counter market, then the fair market value of the Common Stock as of the day immediately preceding the Determination Date, as determined by the Company's board of directors in good faith. 3. When Exercise Effective. The exercise of this Warrant shall be deemed to ----------------------- have been effected immediately prior to the close of business on the business day on which the holder surrenders this Warrant to the Company and satisfies all of the requirements of Section 2, and at such time the person in whose name any certificate for Warrant Shares shall be issuable upon such exercise, as provided in Section 2, shall be deemed to be the record holder of such Warrant Shares for all purposes. 4. Delivery on Exercise. As soon as practicable after the exercise of this -------------------- Warrant, the Company at its expense will cause to be issued in the name of and delivered to the holder hereof, or as such holder may direct, a certificate or certificates for the number of fully paid and nonassessable full Warrant Shares as to which such holder shall be entitled on such exercise, together with cash, in lieu of any fraction of a Warrant Share, equal to such fraction of the Market Price of one full share of Common Stock. 5. Adjustment of Warrant Price and Number of Warrant Shares. -------------------------------------------------------- Notwithstanding anything to the contrary in this Warrant: (a) Adjustments. The Warrant Price per share shall be subject to ----------- adjustment from time to time as follows: (i) Stock Splits and Stock Dividends. If the number of shares of -------------------------------- Common Stock outstanding at any time after the Original Issuance Date is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, on the date such payment is made or such change is effective, the Warrant Price per share shall be proportionately decreased and the number of Warrant Shares shall be increased in proportion to such increase of outstanding shares. Such adjustment shall become effective at the close of business on the date the dividend, subdivision or split-up becomes effective. -C3- (ii) Reverse Stock Splits. If the number of shares of Common -------------------- Stock outstanding at any time after the Original Issuance Date is decreased by a combination of the outstanding shares of Common Stock, then, on the effective date of such combination, the Warrant Price per share shall be proportionately increased and the number of Warrant Shares shall be decreased in proportion to such decrease in outstanding shares. Such adjustment shall become effective at the close of business on the date the combination becomes effective. (iii) Reorganization; Reclassification. Subject to the expiration -------------------------------- provisions of Section 1 hereof, in the case, at any time after the Original Issuance Date, of any capital reorganization, or any reclassification of the stock of the Company (other than as a result of a stock dividend or subdivision, split-up or combination of shares), the consolidation or merger of the Company with or into another person (other than a consolidation or merger in which the Company is the continuing entity and which does not result in any change in the Common Stock), or a sale or transfer of all or substantially all of the Company's assets, this Warrant shall, after such reorganization, reclassification, consolidation, merger or sale, be exercisable for the kind and aggregate number of shares of stock or other securities or property of the Company or other entity to which the Holder would have been entitled if, immediately prior to such reorganization, reclassification, consolidation, merger or sale, such Holder had exercised this Warrant in full (subject to all adjustments under this Section 5). The provisions of this clause (vi) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers or sales. (iv) All calculations under this Subsection (a) shall be made to the nearest cent or to the nearest one hundredth (1/100) of a share, as appropriate. (b) Minimal Adjustments. No adjustment in the Warrant Price per share ------------------- need be made if such adjustment would result in a change in the Warrant Price per share of less than $0.01. Any adjustment of less than $0.01 which is not made shall be carried forward and shall be made at the time of and together with any subsequent adjustment which, on a cumulative basis, amounts to an adjustment of $0.01 or more in the Warrant Price per share. 6. Notice of Adjustments. Whenever the number of Warrant Shares or the --------------------- Warrant Price per share shall be adjusted pursuant to Section 5 hereof, the Company shall provide notice by first class mail to the holder of this Warrant setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the number of Warrant Shares and the Warrant Price per share after giving effect to such adjustment. 7. No Impairment. The Company (a) will not increase the par value of any ------------- shares of stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise, (b) will at all times reserve and keep available a number of its authorized shares of Common Stock, free from all preemptive rights therein, which will be sufficient to permit the exercise of this Warrant, and (c) shall take all such action as may be necessary or appropriate in order that all Warrant Shares as may be issued pursuant to the valid exercise of this Warrant will, -C4- upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. 8. Exchange of Warrants. Subject to the provisions of Section 9 below, on -------------------- surrender for exchange of this Warrant, properly endorsed, to the Company, the Company at its expense will issue and deliver to or on the order of the holder thereof a new Warrant of like tenor, in the name of such holder or as such holder may direct, calling in the aggregate on the face thereof for the number of Warrant Shares called for on the face of the Warrant so surrendered. 9. Replacement of Warrants. On receipt by the Company of evidence ----------------------- reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of such Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor. 10. Investment Intent. The holder hereof, by accepting this Warrant, ----------------- covenants and agrees that, at the time of exercise hereof, and at the time of any proposed transfer of the Warrant Shares, such holder will deliver to the Company a written statement that the securities acquired by the holder upon exercise hereof are for the account of the holder for investment and are not acquired with a view to, or for sale in connection with, any distribution thereof (or any portion thereof) and with no present intention (at any such time) of offering and distributing such securities (or any portion thereof), and make other representations which the Company may reasonably require in order to comply with the restrictions of state and federal securities laws relating to the sale and disposition on "restricted securities," as that term is defined in Rule 144 of the Securities Act. 11. Transfer Restrictions. The holder hereof acknowledges that the Warrants --------------------- and Warrant Shares may not be transferred except in accordance with Section 5.1 of the Agreement. 12. Notices. All notices referred to in this Warrant shall be in writing ------- and shall be delivered personally (including by express courier) or by first class mail, and will be deemed to have been given when so delivered or mailed (i) to the Company, at its principal executive offices and (ii) to the holder of this Warrant, at such holder's address as it appears in the records of the Company (unless otherwise indicated by such holder). 13. Miscellaneous. This Warrant and any term hereof may be changed, waived, ------------- discharged or terminated in accordance with Section 7.1 of the Agreement. This Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of California. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof. -C5- IN WITNESS WHEREOF, the Company has caused this Warrant to be executed and attested by its duly authorized officers and to be dated February 28, 2000. UROGEN CORP. By: /s/ Paul D. Quadros ------------------------------------- Paul D. Quadros Chairman and Chief Financial Officer [Signature Page to Purchase Warrant] [This Space Intentionally Left Blank] FORM OF SUBSCRIPTION (To be signed only on exercise of Warrant) TO: UroGen Corp. The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase rights represented by such Warrant for, and to purchase thereunder, ____________* shares of Common Stock of UroGen Corp. and herewith: (Check one) |_| makes payment of $_________ therefor; or |_| surrenders __________ shares of __________ stock of UroGen Corp. or $_______ of aggregate indebtedness; or |_| elects to "net exercise" the Warrant pursuant to Section 2(b)(ii) of the Warrant and authorizes UroGen Corp. to withhold from issuance the appropriate number of Warrant Shares as specified therein. -------------------------------------------------- (Signature must conform in all respects to name of holder as specified on the face of the Warrant) -------------------------------------------------- -------------------------------------------------- (Address) Dated: - ----------------------------- *Insert here the number of shares as to which the Warrant is being exercised. -----END PRIVACY-ENHANCED MESSAGE-----