SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 12, 1996
ADVANCED MEDICAL PRODUCTS INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-16341 16-1284288
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
111 Research Drive, Columbia, South Carolina 29203
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (803) 935-0906
___________________________________________________________________
(Former Name or Former Address if Changed Since Last Report)
Total Number of Pages = .
Exhibit Index on Page 4.<PAGE>
Item 1. Changes in Control of Registrant.
On January 12, 1996, the Board of Directors of Advanced
Medical Products Inc. (the "Company") entered into a series of
transactions (the "January 12 Agreements") pursuant to which:
1. the Company agreed to license to Carolina Medical, Inc., a
North Carolina corporation ("Carolina Medical") engaged in the
design, manufacture, sale and service of diagnostic medical
equipment to the health care industry, for non-portable
applications, the technology incorporated in the Company's
ULTRA PCI portable ultrasound monitor;
2. Carolina Medical subscribed to purchase 750,000 shares of the
Company's authorized but unissued common stock, par value $.01
per share, for an aggregate purchase price of $150,000 or $.20
per share;
3. Carolina Medical agreed, subject to the Company's compliance
with certain terms and conditions, to purchase, either itself
or by its parent BIOTEL International, Inc. ("BIOTEL"), an
additional 1,400,000 shares of the Company's authorized but
unissued common stock, par value $.01 per share, for an
aggregate purchase price of $280,000 or $.20 per share;
4. Clarence P. Groff resigned as the Company's President,
Treasurer, Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer and member of the Company's Board
of Directors;
5. Ronald G. Moyer, Chairman and Chief Executive Officer of
Carolina Medical, was elected as the Company's President and
Treasurer at a meeting of the Company's Board of Directors;
and
6. Mr. Moyer, C. Roger Jones (a member of the Board of Directors
of Carolina Medical), L. John Ankney and David A. Heiden were
appointed to fill the six Company's newly constituted seven
person Board of Directors; four seats will initially be
controlled by Carolina Medical, subject to the results of the
election of Directors scheduled to take place at the Company's
next Annual Meeting of Stockholders.
As a result of the foregoing, Carolina Medical has purchased
750,000 shares, or 21.81%, of the Company's currently outstanding
common stock. In the event Carolina Medical (or BIOTEL) purchases
an additional 1,400,000 shares of common stock, as contemplated by
the January 12 Agreements, Carolina Medical will then beneficially
own an aggregate of 2,150,000 shares, or 44.44%, of the Company's
outstanding common stock.
Prior to the January 12 Agreements, Mr. Groff owned or
exercised voting control over an aggregate of approximately 38.01%
of the outstanding common stock (which constituted the largest
single voting block of the Company's outstanding common stock).
Assuming full consummation of the January 12 Agreements, Carolina
Medical will assume voting control over 44.44% of the Company's
outstanding voting stock. The January 12 Agreements immediately
vest control over the Company's Board of Directors in Carolina
Medical and, upon full consummation of the January 12 Agreements,
will vest effective voting control over the Company's common stock
in Carolina Medical. The Company is advised that decisions by
Carolina Medical and BIOTEL that could impact upon the Company will
be made by C. Roger Jones and Ronald G. Moyer, respectively.
Carolina Medical has advised the Company (i) that it funded
the $150,000 purchase price of its acquisition of the 750,000
shares of the Company's common stock from its own working capital
and (ii) BIOTEL has reserved up to $280,000 of its working capital
and subscriptions receivable for its own securities for the purpose
of funding the $280,000 purchase price for the
balance of the 1,400,000 shares to be purchased. In the event
Carolina Medical is the purchaser of the 1,400,000 shares, BIOTEL
has agreed to loan up to $280,000 to Carolina Medical (its wholly-
owned subsidiary) for that purpose.
Carolina Medical's purchase of 1,400,000 shares of the common
stock referred to above is subject to the Company's satisfaction,
on or prior to May 1, 1996, of certain conditions, including (i)
election by the Company's stockholders of Messrs. Moyer and Jones
and the additional two designees of Carolina Medical to the
Company's Board of Directors, (ii) formalization of the Company's
severance and consulting arrangements with Mr. Groff, (iii)
conclusion of the investigation of the Company's recordkeeping
practices by the Securities and Exchange Commission ("SEC") by a
consent decree in which neither the Company nor its officers admit
or deny the accuracy of findings made by the SEC, as well as (iv)
the Company's successful renegotiation of one of its material
business agreements. Carolina Medical may waive compliance with
any one or more of the conditions. However, there is no assurance
that these or other conditions precedent to Carolina Medical's
obligations will be satisfied or waived.
Carolina Medical has agreed that if, on or prior to May 1,
1996, the Company receives an offer to purchase all of its
outstanding stock (including the shares owned by Carolina Medical)
for a purchase price of at least $1.00 per share, Carolina Medical
will vote in favor of any such transaction; provided; however,
that Carolina Medical has a right of first refusal to match any
such offer. In addition, the up to 2,150,000 shares of common
stock that may be purchased by Carolina Medical are subject to
certain demand and piggyback registration rights.
Item 7. Financial Statements, Pro-Forma Financial Infor-mation
and Exhibits.
(a) January 12, 1996 Agreements Relating to Change in Control
of the Company.
(b) Intellectual Property License Agreement dated January 12,
1996.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned hereunto duly authorized.
ADVANCED MEDICAL PRODUCTS INC.
By: James H. Brown
James H. Brown
Vice President
Dated: January 26, 1996
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT entered into this 12th day of January,
1996, by and between ADVANCED MEDICAL PRODUCTS, INC., a Delaware
corporation
(the "Corporation"), and CAROLINA MEDICAL, INC., a North Carolina
corporation
(the "Investor").
R E C I T A L S:
A. The Corporation is engaged in the design, production and sale of
medical instrumentation, and is desirous of receiving an infusion
of
capital.
B. The Corporation desires to issue shares of its common stock to
Investor, and Investor desires to purchase shares of common stock
of
the Corporation, subject to the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants set forth below, and other good and valuable
consideration,
the parties agree as follows:
1. Subscription.
(a) Subject to the terms and conditions of this Agreement,
Investor
subscribes for 750,000 shares of the common stock, $0.01 par value,
of the Corporation for a purchase price of $0.20 per share, for a
total
purchase price of ONE HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS
($150,000.00).
The purchase price shall be payable in cash upon the execution of
this Agreement by the Corporation, subject to the satisfaction of
the
conditions described in paragraph 5(a).
(b) Subject to the terms and conditions of this Agreement,
Investor
subscribes for the issuance of up to an additional 1,400,000 shares
of common stock, $0.01 par value, of the Corporation for a purchase
price of $0.25 per share, for a total purchase price of up to THREE
HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($350,000.00).
Investor's
obligation to subscribe for and purchase the shares of stock
described
in this subparagraph shall be subject to the satisfaction, in
Investor's
discretion, of the conditions described in paragraph 5(b). The
purchase
price for the shares of stock described in this subparagraph shall
be payable in cash.
(c) The Corporation accepts Investor's subscriptions for the Stock
(as defined in paragraph 1(e)) set forth above. Notwithstanding
anything
to the contrary set forth in this paragraph 1(c), the Corporation
may
terminate acceptance of the subscription set forth in paragraph
1(b)
in the event of the occurrence of the transaction contemplated in
paragraph 7. The Corporation agrees to issue a stock certificate
or
certificates to Investor representing the Stock subscribed for
hereunder
simultaneously with the delivery of the purchase price therefor.
(d) The Stock shall be entitled and subject to the terms,
conditions,
rights, powers, preferences, limitations, qualifications and
restrictions
to which all shares of the Corporation's common stock, $0.01 par
value,
are entitled or subject. The Stock upon issuance to Investor or
its
assignee shall contain no restrictions, qualifications or
limitations
which are not shared by all shares of the Corporation's common
stock,
$0.01 par value.
(e) The shares of the common stock, $0.01 par value, of the
Corporation
subscribed for in paragraphs 1(a) and (b) are collectively referred
to as the "Stock."
2. Registration. Investor and any assignee of all or any part of
Investor's rights hereunder shall have the right to require the
Corporation
to register the Stock under the Securities Act of 1933, as amended
(the "Act"), at the sole expense of the Corporation. Investor's
(and
each assignee's) right of registration may be exercised upon its
demand,
but only in a single instance (it being understood and agreed that
Investor and any assignee may exercise their rights hereunder
individually
and independently), with regard to all or any part of the Stock.
Further,
the Corporation agrees that Investor and any assignee of all or any
part of Investor's rights hereunder shall have unlimited
"piggy-back"
registration rights, without cost to Investor and each assignee
(except
for reasonable and typical brokerage costs incurred upon any sale
of
Investor's shares in connection therewith), with regard to any
registration
statement that the Corporation may file with The Securities
Exchange
Commission (the "Commission").
3. Investor's Representations and Warranties. Investor represents
and warrants to the Corporation that it:
(a) Is acquiring the Stock solely for investment and does not
intend
to divide its participation with others (except that Investor may
assign
its rights to the shares of Stock described in paragraph 1(b) to an
affiliate of Investor) or to resell or otherwise dispose of all or
any part of the Stock acquired hereby;
(b) Is aware of and has been independently counselled as to the
circumstances
under which it is required to take and hold the Stock for which it
is subscribing pursuant to the requirements of the Act and
applicable
state securities or Blue Sky law or laws; and
(c) Recognizes that investment in the Stock involves a risk of
loss
of its entire investment and its financial situation is such that
it
can bear such risk.
4. Corporation's Representations and Warranties. The Corporation
represents and warrants to Investor as follows:
(a) This Agreement has been duly authorized and approved by the
Corporation's
Board of Directors, acting at a meeting duly called and held, prior
to execution by the Corporation, and neither Investor nor any
assignee
of Investor shall be deemed an "Interested Stockholder" under
Section
203 of the Delaware General Corporation Law. The Corporation
further
represents that its Board of Directors has
specifically authorized the issuance of the shares described in
paragraph
1(b) to BIOTEL Int'l, Inc., an affiliate of Investor ("BIOTEL"), if
Investor chooses to assign such rights to BIOTEL.
(b) The Corporation is a corporation duly organized and validly
existing
under the laws of the State of Delaware. The Corporation has the
power
to own its property and to carry on its business as it is now being
conducted. The Corporation is duly qualified to do business in and
is in good standing in all jurisdictions in which the nature of the
Corporation's business makes such qualification necessary.
(c) The Corporation has an authorized capitalization consisting of
5,000,000 shares of common stock, $0.01 par value, of which
2,688,575
shares are issued and outstanding, and 4,000 shares of Class A
Preferred
Stock, no par value authorized, 2,000 shares of which are
outstanding.
All such outstanding shares have been duly authorized and validly
issued, are fully paid and nonassessable, and were issued in
accordance
with applicable federal and state securities laws. There are no
outstanding
options, warrants, rights, calls, commitments, conversion rights,
rights
of exchange, plans or other agreements of any character providing
for
the purchase, issuance or sale of any shares of the capital stock
of
the Corporation, other than as contemplated by this Agreement and
pursuant
to the Corporation's stock option plans as described in the
Corporation's
Form 10-KSB filed with the Commission.
(d) The Stock has been duly authorized, and upon payment of the
purchase
price therefor, will be validly issued, fully paid and
nonassessable.
(e) The Balance Sheets, Statements of Operations, Statements of
Changes
in Stockholders' Equity and Statements of Cash Flows for the fiscal
years ended July 3, 1992, July 2, 1993, July 1, 1994 and June 30,
1995
have been prepared in accordance with generally accepted accounting
principles, consistently applied. The Balance Sheets fairly
present
the financial condition of the Corporation as of the dates thereof
and, reflect all claims against and all debts and liabilities of
the
Corporation, fixed or contingent, as of the dates thereof. The
Statements
of Operations, Statements of Changes in Stockholders' Equity and
Statements
of Cash Flows fairly present the results of operations of the
Corporation
and the changes in its financial position for the periods
indicated.
Since June 30, 1995, there has been no (i) material adverse change
in the assets or liabilities, or in the business or condition,
financial
or otherwise, or in the results of operations or prospects of the
Corporation,
for any reason, and (ii) change in the assets or liabilities, or in
the business or condition, financial or otherwise, or in the
results
of operations or prospects, of the Corporation has occurred except
in the ordinary course of business; and no fact or condition exists
or is contemplated or threatened which might cause such a change in
the future.
(f) The Corporation has no outstanding claims, liabilities or
indebtedness,
contingent or otherwise, except as set forth in the Balance Sheets
or referred to in the
footnotes thereto, other than liabilities incurred subsequent to
June
30, 1995 in the ordinary course of business not involving
borrowings
by the Corporation.
(g) The Corporation has filed or caused to be filed, within the
times
and within the manner prescribed by law, all federal, state, local
and foreign tax returns and reports which are required to be filed
by, and with respect to, the Corporation. Such returns and reports
reflect accurately all liability for taxes of the Corporation for
the
periods covered thereby. All federal, state, local and foreign
income,
profits, franchise, sales, use, occupancy, excise and other taxes
and
assessments (including interest and penalties) payable by, or due
from,
the Corporation have been fully paid or adequately disclosed and
fully
provided for in the books and financial statements of the
Corporation.
No examination of any tax return of the Corporation is currently in
progress.
(h) Except for the SEC Investigation (as defined in paragraph 4(j)
and those matters disclosed on Exhibit B, there is no material
action,
suit, proceeding, arbitration or administrative or other proceeding
by or before any governmental authority or other instrumentality or
agency, pending or threatened against or affecting the Corporation
or any its properties or rights, and the Corporation does not know
of any valid basis for any such action, proceeding or
investigation.
The Corporation is not subject to any judgment, order or decree
which
may have an adverse effect on any of its operations or business
practices.
(i) The execution, delivery and performance of this Agreement by
the Corporation does not and will not violate, conflict with or
result
in the breach of any term, condition or provision of, or require
the
consent of any other person under, (a) any law, ordinance, rule or
regulation to which the Corporation is subject, (b) any judgment,
order,
writ, injunction, decree or award of any court, arbitrator or
governmental
or regulatory official, body or authority which is applicable to
the
Corporation, (c) the charter documents of the Corporation or any
securities
issued by the Corporation, or (d) any agreement or instrument to
which
the Corporation is a party.
(j) The Commission has concluded its investigation of the
Corporation's
accounting and recordkeeping practices which commenced on or about
February 16, 1993 (the "SEC Investigation"). The outcome of the
SEC
Investigation shall result in the finding of no violations of
federal
securities laws by or on behalf of the Corporation and the
Corporation
will execute a consent decree pursuant to which the Corporation
only
agrees to refrain from violations of federal securities laws in the
future.
(k) The Corporation has filed or caused to be filed, within the
times
and within the manner prescribed by law, all reports required to be
filed by, and with respect to, the Corporation under the Securities
Exchange of Act 1934, as amended.
(l) No representation or warranty by the Corporation in this
Agreement
contains or will contain any untrue statement of a material fact or
omit to state a material fact required to be stated herein or
necessary
to make any statement herein not misleading.
5. Conditions.
(a) Investor's obligation to purchase the Stock described in
paragraph
1(a) is contingent on the satisfaction, in Investor's sole
discretion,
or waiver by Investor of the following conditions within fifteen
(15)
days following the execution and delivery of this Agreement by the
Corporation:
(1) The representations and warranties of the Corporation
contained
in this Agreement shall be true and correct on the date hereof;
provided,
however, that the institution of any action or proceeding by
Clarence
P. Groff ("Groff") which relates solely to the termination of his
employment
with the Corporation shall not be deemed a condition to Investor's
obligations.
(2) The Corporation shall have performed and complied with all
agreements
and conditions required by this Agreement to be performed or
complied
with by it.
(3) The Corporation shall have entered into a non-exclusive
license
agreement with Investor pursuant to which the Corporation licenses
to Investor the right to use and exploit all technology
incorporated
in the Corporation's "Ultra PCI" ultrasound imager product line, in
form and substance satisfactory to Investor.
(4) The Board of Directors, prior to expansion as described in
paragraph
5(a)(6)(a) shall have duly authorized Jim Brown or George Down to
execute
all documents required by the Commission in connection with the SEC
Investigation, and the parties agree that neither Investor nor
Ronald
G. Moyer ("Moyer") shall become involved in, or execute any
documents
in connection with, the SEC Investigation, notwithstanding the
appointment
of Moyer as Interim Manager, Chairman of the Board of the
Directors,
President, Chief Executive Officer and Treasurer of the
Corporation.
(5) The Corporation shall have placed Groff on administrative
leave
effective immediately upon the execution of this Agreement and,
within
fifteen (15) days of the execution of this Agreement, shall have
terminated
the employment of Groff from all positions and capacities held by
Groff with or on behalf of the Corporation, and such termination is
final, irrevocable and the Corporation shall have fully complied
with
all procedures required pursuant to Groff's employment contract
with
regard to the termination of his employment.
(6) (a) Immediately upon the execution of this Agreement, the
Board
of Directors of the Corporation shall have increased the number of
positions on the Board of Directors from three (3) to five (5)
directors,
and the Board of Directors of the Corporation shall appoint Moyer
and
C. Roger Jones ("Jones") to fill the
newly created positions on the Corporation's Board of Directors,
and
Moyer and Jones shall be fully and effectively seated on the
Corporation's
Board of Directors.
(b) During the fifteen (15) day period commencing upon the
execution
and delivery of this Agreement by the Corporation, the Board of
Directors
of the Corporation shall have increased the number of positions on
the Board of Directors from five (5) to seven (7) directors, and
the
Board of Directors of the Corporation shall appoint two (2)
additional
individuals designated by Investor to fill the newly created
positions
on the Corporation's Board of Directors, and each of Investor's
designees
shall be fully and effectively seated on the Corporation's Board of
Directors. Until such time as the shareholders of the Corporation
have elected Moyer, Jones and such other two (2) individuals of
Investor's
choosing to the Corporation's Board of Directors as described in
paragraph
5(b)(5), the Board of Directors shall not direct the disposition of
any assets of the Corporation other than in the ordinary course of
business or in connection with the settlement of creditor claims
against
the Corporation.
(7) Moyer shall have been duly and validly appointed as the
interim
"Manager" of the Corporation upon the execution of this Agreement
and
until satisfaction of the condition described in Section 5(a)(8),
with
the power and authority to exercise all powers which are generally
vested in the President and the Treasurer of the Corporation;
provided,
however, that Moyer shall have no authority as interim Manager to
dispose
of any assets of the Corporation other than in the ordinary course
of business or in connection with the settlement of creditor claims
against the Corporation.
(8) During the fifteen (15) day period commencing upon the
execution
and delivery of this Agreement by the Corporation, Moyer shall have
been elected as the Chairman of the Board of Directors of the
Corporation
and its President and Chief Executive Officer; provided, however,
until
such time as the shareholders of the Corporation have elected
Moyer,
Jones and the two (2) additional nominees of Investor's choosing to
the Corporation's Board of Directors as described in paragraph
5(b)(5),
Moyer shall have no authority to dispose of any assets of the
Corporation
other than in the ordinary course of business or in connection with
the settlement of creditor claims against the Corporation.
(9) Jim Brown and George Down and the Corporation shall have
terminated
all agreements and understandings, whether written or otherwise,
relating
to their employment with the Corporation, including all stock
option
and related agreements.
(10) The Corporation shall have paid all franchise tax liability
now due and owing to the State of Delaware, and the Corporation
shall
have further undertaken all actions necessary to place it in good
standing
with the State of
Delaware, including the Delaware Department of Revenue and the
Delaware
Secretary of State.
In the event that all of the conditions described in this paragraph
5(a) have not been fully satisfied prior to or upon the execution
of
this Agreement, Investor and the Corporation agree to enter into
the
Escrow Agreement attached as Exhibit A, pursuant to which the
parties
shall escrow the funds required by Investor pursuant to paragraph
1(a)
for a period not in excess of 15 calendar days pending the
satisfaction
of each of the foregoing conditions.
(b) Investor's obligation to purchase the Stock described in
paragraph
1(b) is contingent on the satisfaction, in Investor's sole
discretion,
or waiver by Investor of the following conditions within 105 days
following
the execution and delivery of this Agreement by the Corporation:
(1) The representations and warranties of the Corporation
contained
in this Agreement shall have been true and correct on the date
hereof
and shall be true and correct as of the date of closing with regard
to the Stock described in paragraph 1(b), with the same effect as
though
such representations and warranties were made on such later date.
(2) The Corporation shall have performed and complied with all
agreements
and conditions required by this Agreement to be performed or
complied
with by it.
(3) No material suit, action or other proceeding, or injunction
or final judgment relating thereto, shall be threatened or pending
before any court or governmental or regulatory official, body or
authority.
(4) All consents which are required from the Corporation's
shareholders,
any third party or governmental authority shall have been obtained.
(5) The Corporation's shareholders shall have elected Moyer,
Jones
and two (2) other nominees of Investor's choosing to the
Corporation's
Board of Directors, and the Board of Directors shall have been
restructured
to consist of six (6) members.
(6) The Corporation shall have renegotiated the terms of its
preferred
stock, no par value, held by Nishimoto Sangyo Company, Ltd.
("Nishimoto")
which is satisfactory in form and substance to Investor, including
all rights held by Nishimoto with regard to any delinquent
dividends
or distributions thereon.
(7) Each of the conditions precedent described in paragraph 5(a)
shall have been fully satisfied.
6. Board of Directors. The Corporation agrees to submit, at its
next
meeting of shareholders, the names of Investor's four (4)
appointees
to the Corporation's shareholders for nomination and election to
the
Corporation's Board of Directors. Investor agrees to provide all
information
reasonably required with regard to such additional directors for
inclusion
in the Corporation's proxy materials for any such meeting of
shareholders.
7. Restrictive Covenant. During the 105 day period described in
paragraph
5(b), the Corporation agrees that it shall not enter into any
alternative
equity-related financing, merger, sale of assets or any similar
transaction;
provided, however, the Corporation may actively seek an investor to
purchase all of the then issued and outstanding common stock of the
Corporation for not less than a price equal to ONE
DOLLAR
($1.00) a share for all shares sold pursuant to such transaction.
Such offer shall include those shares held in escrow pursuant to
paragraph
5(a) if made within the 15 day escrow period. Such transaction
must
be binding upon all parties within the 105 day period described in
paragraph 5(b); provided further, however, Investor shall have a
right
of first refusal to match any offer made in compliance with this
paragraph.
Investor shall have five (5) days to exercise its right of first
refusal.
During such time of review by Investor the time for consummation of
the transaction shall be extended for a like period of time.
Investor
will assist the Corporation in seeking such an investor.
8. Notices. The addresses set forth below are the addresses to
which
the parties would like notices sent to them until a party is
notified
to the contrary:
Carolina Medical, Inc.
157 Industrial Drive
P.O. Box 307
King, NC 27021-0307
Attn: Ronald G. Moyer
Advanced Medical Products, Inc.
111 Research Drive
Columbia, SC 29203
Attn: James H. Brown
9. Binding Effect and Assignment. This Agreement shall be binding
upon and shall inure to the benefit of the parties and their
successors,
assigns and legal representatives. Investor may freely assign its
rights under this Agreement. Investor contemplates assigning
certain
of such rights to BIOTEL. In the event of any assignment of any of
Investor's rights under this Agreement in which it is contemplated
that such assignee shall acquire shares of stock of the
Corporation,
each such assignee shall be required to execute an instrument
pursuant
to which it makes the representations and warranties set forth in
paragraph
3 to the Corporation.
10. Amendment and Waiver. This Agreement may be amended or
modified
only by an instrument signed by a duly authorized officer of the
Corporation
and Investor. A waiver of any provision of this Agreement must be
in writing, designated as such, and signed by the party against
whom
enforcement of the waiver is sought. The waiver by Investor or the
Corporation
of a breach of any provision of this Agreement shall not operate or
be construed as a waiver of any subsequent or other breach.
11. Entire Agreement. This Agreement constitutes the entire
agreement
between the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement by
duly
authorized officers, as of the date first above written.
ADVANCED MEDICAL PRODUCTS, INC.
By:
Name: James H. Brown
Title: Vice President
CAROLINA MEDICAL, INC.
By:
Name: Ronald G. Moyer
Title: Chairman
INTELLECTUAL PROPERTY LICENSE AGREEMENT
THIS AGREEMENT is entered into as of the 12th day of January, 1996,
by and between ADVANCED MEDICAL PRODUCTS, INC. ("Licensor") and
CAROLINA
MEDICAL, INC. ("Licensee").
WITNESSETH:
WHEREAS, Licensor has developed and is the owner of certain
intellectual
property relating to a proposed product line consisting of
miniaturized,
hand-held, ultrasound imagers, including array technology,
generally
referred to as "Ultra PCI" (the "Product Line");
WHEREAS, Licensee desires to obtain from Licensor a non-exclusive
license to use all such intellectual property relating in any way
to
the Product Line; and
WHEREAS, Licensor desires to grant such a license and option to
Licensee
on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual promises and
covenants
contained herein, and other good and valuable consideration, the
receipt
and sufficiency of which are acknowledged, the parties agree as
follows:
1. License Grant. Licensor hereby grants to Licensee a
non-exclusive,
irrevocable, license to use, reproduce, distribute and otherwise
exploit,
on a worldwide basis, all computer software, methods, processes,
formulae,
designs, techniques of production, design or assembly, know-how,
data
bases, trade secrets, inventions, innovations, discoveries,
improvements,
applications, works of authorship, other proprietary information or
items whether or not patentable or copyrightable, patents, patent
applications,
copyrights and applications or registrations therefor, trademarks
and
applications or registrations therefor, including all tangible
embodiments
thereof (such as documentation, drawings, sketches, blueprints,
source
code, object code, plans and printouts) owned or used by Licensor
in
connection with the design, development and production of the
Product
Line and all other medical ultrasound scanners, imagers, devices,
arrays
and related technology designed, developed or produced by Licensor,
including the FDA 510K approvals. The rights and licenses herein
granted
shall include all improvements, enhancements and modifications to
any
of the foregoing assets and properties made or conceived during the
term of this Agreement which Licensor owns or controls or which
Licensor
hereafter owns or controls, and all patent applications and patents
based on or covering the same which Licensor now owns or controls
or
hereafter owns or controls. This license includes the right to
grant
sublicenses. The assets, properties and rights licensed hereby are
collectively referred to as the "Licensed Property."
2. License Fee. In consideration of the license granted to
Licensee
under paragraph 1, Licensee shall pay to Licensor:
(a) Initial Payment. A one-time payment of TEN THOUSAND AND
00/100
DOLLARS ($10,000.00), payable in cash upon the execution of this
Agreement;
and
(b) Royalty. A royalty (the "Royalty") equal to a certain
percentage
of Licensee's "Net Sales" of all products incorporating the
Licensed
Property or any part thereof as follows:
Royalty Percentage
Cumulative Royalty
3%
Up to $290,000
2%
$290,001 - 590,000
1%
$590,001 - 990,000
0%
Over $990,000
For this purpose, the term "Net Sales" shall mean Licensee's gross
selling price to unrelated customers for all products incorporating
the Licensed Property in their fully assembled form, less (i) sales
or excise taxes paid directly or indirectly, by Licensee; (ii) any
shipping costs actually paid and separately itemized by Licensee;
and (iii) normal and customary trade discounts, returns and
allowances
actually allowed, including cash discounts and advertising
allowances.
Sales of products by Licensee incorporating the Licensed Property
for demonstrational or educational purposes, or other non-revenue
bearing
activities, shall be excluded from the determination of Net Sales.
Net Sales shall include any lease of any products incorporating the
Licensed Property produced by Licensee. For purposes of
determining
Net Sales pursuant to a leasing transaction, the Royalty shall be
based
on the then-current net selling price of such product. Product
shall
be deemed sold or leased at the time of first invoicing, or if not
invoiced, at the time of first shipment, delivery or other transfer
to the customer therefor, or when first actually put into use,
whichever
first occurs. Licensee's obligations under this paragraph shall
terminate
when the cumulative amount of all Royalties and cash payments
(including
the payment described in paragraph 2(a)) from Licensee to Licensor
total ONE MILLION AND 00/100 DOLLARS ($1,000,000.00). All
royalties
due under this Agreement shall be payable to Licensor on a monthly
basis within thirty (30) days of the end of the preceding month.
3. Representations and Warranties by Licensor. Licensor represents
and warrants to Licensee as follows:
(a) Organization. Licensor is a corporation duly organized,
validly
existing and in good standing under the laws of the State of
Delaware.
(b) Authorization. This Agreement has been duly authorized and
approved
by Licensor's Board of Directors, acting at a meeting duly called
and
held, prior to execution
by Licensor.
(c) No Violation. The execution, delivery and performance of this
Agreement by Licensor does not and will not violate, conflict with
or result in the breach of any term, condition or provision of, or
require the consent of any other person under, (a) any law,
ordinance,
rule or regulation to which Licensor is subject, (b) any judgment,
order, writ, injunction, decree or award of any court, arbitrator
or
governmental or regulatory official, body or authority which is
applicable
to Licensor, (c) the charter documents of Licensor or any
securities
issued by Licensor, or (d) any agreement or instrument to which
Licensor
is a party.
(d) Ownership of Licensed Property. Licensor is the exclusive
owner
of all rights to the Licensed Property, and has not granted to any
other person, firm or entity any right, license, shop right or
privilege
with respect to any part of the Licensed Property.
(e) Right to Grant License. Licensor has the right to grant to
Licensee
the non-
exclusive license to the Licensed Property under paragraph 1 free
and
clear of any liens, encumbrances or claims from third parties.
(f) No Known Infringement. There is no pending or threatened
claim
or litigation against Licensor (nor, to the knowledge of Licensor,
does there exist any basis therefor) contesting Licensor's rights
in
the Licensed Property or any part thereof, the validity of any
patents,
copyrights or trademarks included in the Licensed Property, or the
right of Licensor or any predecessor or licensee to use any of the
Licensed Property. As of the date of this Agreement, no royalties,
honorariums or other fees are payable by reason of the use or
practice
of the Licensed Property, the manufacture, use or sale of products
incorporating the Licensed Property, or from performing consulting
or other services that derive their value from the Licensed
Property.
(g) Best Information. The documents, designs and technical
materials
to be delivered or disclosed by Licensor to Licensee pursuant to
this
Agreement shall constitute the best information available to
Licensor
at the time of such delivery or disclosure.
4. Indemnification.
(a) Indemnification of Licensee. Subject to paragraph 4(b) below,
Licensor agrees that it shall indemnify and hold Licensee and its
officers,
directors and shareholders harmless from and against any and all
damages,
claims, losses, expenses, costs, obligations and liabilities,
including,
without limitation, liabilities for reasonable attorneys' fees
(such
items being collectively referred to as "Indemnifiable Claims")
suffered
or incurred by such parties as a result of any (i) breach of any
representation
or warranty made by Licensor under this Agreement, (ii) failure by
Licensor to perform any of its agreements set forth in this
Agreement,
or any agreement executed pursuant hereto to which Licensor is a
party,
or (iii)
litigation or claim by any third party alleging that use or
practice
of any part of the Licensed Property infringes the patent,
copyright,
trademark or other proprietary rights, or constitutes a
misappropriation
of any trade secrets, of such third party.
(b) Indemnification of Licensor. Licensee agrees that it shall
indemnify
and hold Licensor and its officers, directors and shareholders
harmless
from and against any and all Indemnifiable Claims suffered or
incurred
by such parties as a result of any failure by Licensee to perform
any
of its agreements set forth in this Agreement or any agreement
executed
pursuant hereto.
(c) Notice of Claims. If either party believes that it has
suffered
or incurred any Indemnifiable Claims, such party shall notify the
other
promptly in writing describing such Indemnifiable Claims, the
amount
thereof, if known, and the method of computation of the
Indemnifiable
Claim, all with reasonable particularity and containing a reference
to the provisions of this Agreement in respect of which such
Indemnifiable
Claims occurred. If any action at law or suit in equity is
instituted
by a third party with respect to which either party intends to
claim
any liability or expense as an Indemnifiable Claim under this
paragraph,
such party shall promptly notify the indemnifying party of such
action
or suit.
(d) Defense of Third Party Claims. The indemnifying party under
this paragraph shall have the right to conduct and control, through
counsel of its own choosing, any third-party claim, action or suit,
but the indemnified party may, at its election, participate in the
defense of any such claim, action or suit at its sole cost and
expense;
provided, however, that if the indemnifying party shall fail to
defend
any third-party claim, action or suit, then the indemnified party
may
defend, through counsel of its own choosing, such claim, action or
suit and (so long as it gives the indemnifying party at least
fifteen
(15) days written notice of the terms of the proposed settlement
thereof
and permits the indemnifying party then to undertake the defense
thereof)
to settle such claim, action or suit, and to recover from the
indemnifying
party the amount of such settlement or of any judgment and the
costs
and expenses of such defense. The indemnifying party shall not
compromise
or settle any third-party claim, action or suit without the prior
written
consent of the indemnified party, which consent will not be
unreasonably
withheld or delayed.
5. Sublicensing of the Licensed Property. Licensee shall be
entitled
to enter into one sublicense of the Licensed Property without the
consent
of Licensor. All other sublicenses are subject to mutual consent.
In the event Licensee enters into any sublicenses of the Licensed
Property, all such sublicenses shall be on the condition that each
agreement between Licensee and its sublicensee(s): (i) acknowledges
Licensor's ownership of the Licensed Property and status as
licensor
of such property to Licensee; and (ii) stipulates that in the event
that an order for relief in bankruptcy is entered in a bankruptcy
case
for Licensee, or Licensee is insolvent or fails to perform its
duties
and obligations under such agreement (subject to any cure periods
specified
in such agreement not to exceed 90 days), then all of Licensee's
interest
in such sublicense shall be transferred to Licensor and all amounts
payable thereafter to Licensee under such agreement shall
be payable in full to Licensor. Licensee shall provide a copy of
each
such agreement to Licensor upon execution. Any such sublicensing
shall
be subject to Licensor's royalties as provided in this Agreement.
6. Other Licensing by Licensor. Provided that Licensee has not
defaulted
at any time under this Agreement, Licensor shall not grant any
other
license of the Licensed Property to any other party for twelve (12)
months after the date of this Agreement.
7. Royalties Recording.
(a) Records. Licensee shall maintain complete and accurate
records
of all sales of products incorporating the Licensed Property for
purposes
of accurate determination of the royalties payable under this
Agreement,
and shall require its sublicensees to do the same. Each royalty
payment
shall be accompanied by a written statement describing in detail
the
sales of products incorporating the Licensed Property during such
month,
Licensee's and its sublicensees' gross receipts from such sales,
all
deductions made to arrive at Net Sales, and calculation of
Royalties
due thereon.
(b) Inspection. Licensor shall have the right to inspect
Licensee's
records and those of its sublicensees' relating to sales of
products
incorporating the Licensed Property and revenues from consulting or
other services derived from the value of the Licensed Property at
mutually
agreeable times, in order to verify payment of all Royalties due
hereunder.
(c) Confidentiality. Licensor shall hold in strict confidence all
information received from Licensee or obtained in the course of any
inspection hereunder regarding Licensee's sales or services, except
as may be necessary or desirable for Licensor to disclose in order
to enforce its rights under this Agreement, or as required by law.
8. Sale of Unit. In connection with this license, Licensor agrees
to sell to Licensee, within sixty (60) days of execution of this
Agreement,
one complete, fully assembled and operational Ultra PCI ultrasound
imager, together with all accessories and other peripheral
equipment
available therefor, at Licensor's current cost therefor.
9. Technology Transfer. Licensor shall furnish to Licensee all
information,
in whatever form, owned or used by Licensor in connection with the
Licensed Property in order that Licensee may commercialize and
exploit
the Licensed Property. Licensor shall render to Licensee such
services
in a consulting capacity as may be requested by Licensee to
instruct
Licensee in all operations pertaining to the industrial and
commercial
exploitation of the Licensed Property. Specifically included
within
such consulting responsibilities shall be the provision of the
services
of Licensor's hardware and software development engineers and
technicians
to Licensee. Such consulting shall be at such times and at such
locations
as Licensee shall request. At all times while employees of
Licensor
are physically present at Licensee's facilities in connection with
their
consulting role described above, Licensee shall reimburse Licensor
such employees' salary costs (inclusive of fringe benefits)
determined
on an hourly basis, and reasonable travel and living expenses.
10. Restrictions. Notwithstanding anything to the contrary
contained
in this Agreement, the license to Licensee shall not include the
right
to produce products from the Licensed Property which are directly
competitive
to Licensor's current products being produced based upon the
Licensed
Property. For purposes of this Agreement, the production of any
hand
held, battery-powered non-integrated ultrasound imaging unit shall
be the sole product considered directly competitive to Licensor.
Licensor
is entitled to produce products which are directly competitive with
Licensee's products.
11. Term. This Agreement and the license granted hereby shall
remain
and continue in full force and effect for a period of five (5)
years
from the date of this Agreement, subject to earlier termination as
described in this Agreement. This Agreement and the license
granted
herein shall be extended for an additional period of five (5) years
following the expiration of the initial term of this Agreement,
unless
Licensee provides written notice to Licensor within sixty (60) days
prior to the expiration of the initial term that Licensee does not
desire for this Agreement to be extended.
12. Enhancements. If, during the term of this Agreement, Licensor
makes any further improvements or enhancements to any of the
Licensed
Property or becomes the owner of any new improvement or enhancement
thereto, either through the acquisition of patent rights or
otherwise,
Licensor shall communicate all such improvements and enhancements
to
Licensee, and all such improvements and enhancements shall be
included
within this license without any additional compensation, other than
the Royalty due on sales of products incorporating such
enhancements
and improvements as described in paragraph 2(b). If, during the
term
of this Agreement, Licensee makes any improvements or enhancements
to any of the Licensed Property or becomes the owner of any new
improvement
or enhancement thereto either through the acquisition of patent
rights
or otherwise, Licensee shall communicate all such improvements and
enhancements to Licensor, and all such improvements and
enhancements
shall, at the written request of Licensor, be licensed back to
Licensor
pursuant to the terms and conditions of a license agreement to be
entered
into at such time, on substantially the same terms and conditions
of
this Agreement, including royalties at the same rate as those
described
in paragraph 2(b).
13. Bankruptcy. The parties agree and acknowledge that this
Agreement
constitutes the license of intellectual property by Licensor, and
in
addition to all other rights enjoyed by Licensee, Licensee shall
have
all of the rights described in Section 365(n) of the Bankruptcy
Code.
14. Nature of Relationship. Nothing contained herein shall be
construed
to place the parties in the relationship of partners, joint
venturers
or principal and agent. Neither party is authorized to assume or
undertake
any obligation of any kind, express or implied, on behalf of the
other
party.
15. Amendment. This Agreement may not be amended, modified or
altered,
except by a written instrument duly executed by both parties.
16. No Waiver. No failure or delay by either party in exercising
any right, power or privilege under this Agreement shall operate as
a waiver thereof, nor shall any single or partial exercise thereof
preclude any other or further exercise of any right, power or
privilege
hereunder.
17. Governing Law. This Agreement shall be governed and construed
in accordance with the laws of the State of North Carolina.
18. Severability. If a court of competent jurisdiction makes a
final
determination that any provision of this Agreement (or any portion
thereof) is invalid, illegal or unenforceable for any reason
whatsoever,
and all rights to appeal the determination have been exhausted or
the
period of time during which any appeal of the determination may be
perfected has expired (i) the validity, legality and enforceability
of the remaining provisions of this Agreement shall not in any way
be affected or impaired thereby; and (ii) to the fullest extent
possible,
the provisions of this Agreement shall be construed so as to give
effect
to the intent manifested by the provision held invalid, illegal or
unenforceable.
19. Successor. This Agreement shall inure to the benefit of and be
binding upon the parties and their successors and assigns.
20. Dispute Resolution. Except for any action for indemnification
pursuant to paragraph 4 that is filed as a cross-claim in an action
brought by a third party against one of the parties and any claims
filed as a result of such cross-claim (which cross-claim for
indemnification
and resulting claims may be filed in the court where the original
action
has been instituted by such third party), any and all actions
arising
under this Agreement shall be filed and maintained only in a state
or federal court of competent jurisdiction sitting in the State of
North Carolina, and the parties consent to the jurisdiction and
venue
of such courts solely for the purpose of resolution of any such
dispute.
21. Headings. The headings of the paragraphs of this Agreement are
for convenience only, and shall not affect the construction or
interpretation
of any of its provisions.
22. Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall for all purposes be
deemed
an original, but all of which together shall constitute one and the
same instrument.
23. Entire Agreement. This Agreement contains the entire agreement
of the parties with respect to the subject matter hereof and shall
be deemed to supersede all prior and contemporaneous agreements,
representations
and understandings whether written or oral, and the same shall be
deemed to have been merged into this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement
as of the date first above written.
CAROLINA MEDICAL, INC.
By:
Name: Ronald G. Moyer
Title: Chairman
ADVANCED MEDICAL PRODUCTS, INC.
By:
Name: James H. Brown
Title: Vice President
ESCROW AGREEMENT
THIS ESCROW AGREEMENT, effective this 12th day of January, 1996,
by and among CAROLINA MEDICAL, INC., a North Carolina corporation
("CMI"),
ADVANCED MEDICAL PRODUCTS, INC., a Delaware corporation ("AMP"),
and
BLANCO TACKABERY COMBS & MATAMOROS, P.A., a North Carolina
professional
corporation (the "Escrow Agent").
R E C I T A L S:
A. CMI and AMP have entered into a Subscription Agreement
("Subscription
Agreement") as of this date, pursuant to which CMI has agreed to
make
an investment of funds in AMP.
B. CMI's investment in AMP is subject to certain terms and
conditions,
which as of this date have not been fully satisfied. The parties
desire
to provide for the escrow of the funds required by CMI to be
invested
in AMP pursuant to paragraph 1(a) of the Subscription Agreement
pursuant
to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals, the
mutual
agreements set forth below, and other good and valuable
consideration,
the receipt and sufficiency of which are acknowledged, the parties
agree as follows:
1. Deposit into Escrow
(a) Upon the execution of this Agreement, CMI shall deposit the
sum
of ONE HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($150,000.00) (the
"Escrowed Funds") with Escrow Agent. By its execution of this
Agreement,
Escrow Agent acknowledges receipt of a check made payable to AMP
representing
the Escrowed Funds, and agrees to hold and deliver the same in
accordance
with the terms of this Agreement.
(b) AMP shall immediately cause the issuance of a stock
certificate
in the name of CMI for 750,000 shares of AMP's common stock, $0.01
par value. Such share certificate ("Escrowed Certificate") shall
be
deposited with Escrow Agent upon the execution of this Agreement or
as soon thereafter as is reasonably possible. Upon receipt of the
Escrowed Certificate, Escrow Agent shall hold and deliver the
Escrowed
Certificate in accordance with the terms of this Agreement.
(c) The Escrowed Funds and Escrowed Certificate are sometimes
collectively
referred to as the "Escrowed Property."
2. Disbursement of Escrowed Property.
(a) Upon the receipt by Escrow Agent of a written notice signed by
CMI stating that all of the conditions precedent set forth in
paragraph
5(a) of the Subscription Agreement have been fully satisfied,
Escrow
Agent shall immediately disburse the Escrowed Funds to AMP, and the
Escrowed Certificate to CMI.
(b) Upon the receipt by Escrow Agent of a written notice signed by
CMI that the conditions precedent set forth in paragraph 5(a) of
the
Subscription Agreement have not been fully satisfied, Escrow Agent
shall immediately disburse the Escrowed Funds to CMI, and the
Escrowed
Certificate to AMP.
(c) If Escrow Agent has not received final and definitive
instructions
as to the disposition of all of the Escrowed Property pursuant to
paragraphs
2(a) or 2(b) prior to 5:00 p.m., local time, on the 15th day
following
the date of this Agreement, Escrow Agent shall disburse the
Escrowed
Funds to CMI and the Escrowed Certificate to AMP. For purposes of
determining the 15th day following the execution of this Agreement,
the date upon which this Agreement is executed shall not be
counted.
3. Termination.
(a) The obligations of Escrow Agent hereunder shall terminate upon
the transfer of all of the Escrowed Property to AMP, CMI, a
successor
escrow agent and/or a court of competent jurisdiction, as the case
may be, in accordance with the provisions of this Agreement.
(b) Escrow Agent may at any time resign by the delivery of written
notice to AMP and CMI, after which Escrow Agent shall continue to
hold
the Escrowed Property until a successor escrow agent shall have
been
appointed, at which time Escrow Agent shall deliver the Escrowed
Property
to the successor escrow agent. Following the delivery of the
Escrowed
Property to the successor escrow agent, Escrow Agent shall have no
further duties or liabilities hereunder. In the event Escrow Agent
resigns, AMP and CMI shall promptly appoint a successor escrow
agent.
(c) This Agreement shall terminate if Escrow Agent does not
receive
final and definitive instructions as to the disposition of all of
the
Escrowed Property prior to 5:00 p.m., local time, on the 15th day
following
the execution of this Agreement, determined as described in
paragraph
2(c).
4. Notices. All notices, demands and other communications given to
or made upon any party shall only be deemed to have been given or
made
upon actual receipt of the notice, demand or communication by the
addressee
thereof, to the parties at the following addresses:
(a) If to CMI:
Carolina Medical, Inc.
157 Industrial Drive
P.O. Box 307
King, NC 27021-0307
Attn: Ronald G. Moyer
(b) If to AMP:
Advanced Medical Products, Inc.
111 Research Drive
Columbia, SC 29203
Attn: James H. Brown
(c) If to Escrow Agent:
Blanco Tackabery Combs & Matamoros, P.A.
P.O. Drawer 25008
Winston-Salem, NC 27114-5008
Attn: Brian L. Herndon
5. Resolution of Conflicts. In the event that Escrow Agent shall
be uncertain as to its duties or rights hereunder, or shall receive
instructions, claims or demands from any of the parties with
respect
to the Escrowed Property which, in its opinion, are in conflict
with
any provision of this Agreement, or if any dispute arises between
the parties or between either party and Escrow Agent, or as to the
construction of any of the provisions hereof, or as to any action
to
be taken by Escrow Agent, or as to its rights and duties hereunder,
or if any attachment, garnishment or sequestration is instituted or
procured respecting any of the Escrowed Property and a writ, order
or rule of attachment, garnishment or sequestration is levied upon
such Escrowed Property while held by Escrow Agent, Escrow Agent
shall
be entitled to refrain from taking any action and the parties shall
not contest the right of Escrow Agent to file a bill of
interpleader
and to deposit the Escrowed Property in court in such suit.
Thereupon,
Escrow Agent shall be discharged from all obligations to account
for
the Escrowed Property. Upon the institution of any such
proceeding,
Escrow Agent shall have a lien upon the Escrowed Property for a sum
sufficient to pay the costs, reasonable counsel fees and necessary
disbursements in connection with any such proceeding.
6. Indemnification of Escrow Agent. CMI and AMP, jointly and
severally,
agree to indemnify Escrow Agent for, and to hold it harmless
against,
any loss, liability or expense incurred without gross negligence or
bad faith on the part of Escrow Agent arising out of or in
connection
with its entering into this Agreement and carrying out its duties
hereunder,
including the costs and expenses of defending itself against any
claim
of liability.
7. Rights of Escrow Agent. Escrow Agent shall not be liable for
any
error of judgment or for any act done or omitted by it in good
faith
or for any mistake in fact or law, except its own willful
misconduct
or gross negligence. Escrow Agent shall be protected in acting in
accordance with this Agreement upon any notice, certificate or
other
instrument believed by it to be genuine and to have been properly
executed.
Escrow Agent may consult its own legal counsel on any questions as
to the construction and provisions of this Agreement or its duties
hereunder, and it shall be fully protected in acting in accordance
with the advice of such counsel.
8. Attorneys' Fees. In the event that any action or proceeding is
commenced in relation to this Agreement, the prevailing party shall
be entitled to recover its court costs and expenses and reasonable
attorneys' fees.
9. Miscellaneous. This Agreement constitutes and contains the
entire
and only agreement among the parties as to the subject matter
hereof;
may be executed simultaneously in two or more counterparts, each of
which shall be an original; and shall be governed and construed in
accordance with the laws of the State of North Carolina. Escrow
Agent
shall not be disqualified from representing any party to this
Agreement
solely by virtue of its service as Escrow Agent hereunder.
IN WITNESS WHEREOF, the parties have caused the execution of this
Agreement as of the day and year first above written.
CAROLINA MEDICAL, INC.
By:
Name: Ronald G. Moyer
Title: Chairman
ADVANCED MEDICAL PRODUCTS, INC.
By:
Name: James H. Brown
Title: Vice President
ESCROW AGENT:
By:
Name: Brian L. Herndon
Title: Vice President
