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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Annual Report pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the Year Ended December 31, 1995
Commission File Number 0-24496
GEN/Rx, Inc.
(Name of Business)
NEW YORK 11-2728666
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1776 BROADWAY, SUITE 1900, NEW YORK, NEW YORK10019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
Registrant's telephone number, including area code: (212) 581-5100
Securities registered pursuant to Section 12(b) of the Exchange Act of 1934:
Title of className of each exchange on which registered
None
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Securities registered pursuant to Section 12 (g) of the Act:
Common Stock $.004 par value
--------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days: Yes x No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
2,933,760
AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT AS OF MARCH 6, 1996 (ASSUMING SOLELY FOR PURPOSES OF THIS
CALCULATION THAT ALL DIRECTORS AND EXECUTIVE OFFICERS OF
THE REGISTRANT ARE "AFFILIATES").
18,813,745
Number of shares of common stock outstanding as of March 6, 1996
The Registrant's revenues for its most recent fiscal year were $4,976,000.
PORTIONS OF THE FOLLOWING DOCUMENTS HAVE BEEN
INCORPORATED BY REFERENCE INTO THIS ANNUAL
REPORT ON FORM 10-K:
IDENTITY OF DOCUMENTSPARTS OF FORM 10-K INTO WHICH
DOCUMENT IS INCORPORATED
Proxy Statement for the 1996 Annual MeetingPart III
of Common Shareholders of Registrant
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AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
Fiscal Year Ended December 31, 1995, as set forth on the pages attached hereto:
Item 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) Exhibits
(10.1) Amendment dated as of November 29, 1995 of the Loan Agreement
between the Company and Apotex USA, Inc. with 30-day Note and Warrant
both executed as November 29, 1995 between the aforementioned parties.
(b) No reports on From 8-K were filed by the Company during the last quarter of
the period covered by this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
GEN/Rx, Inc.
BY: /s/ Jack H. Schramm
President, Jack H. Schramm
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EXHIBIT INDEX
Exhibit No. Description
---------- -----------
10.1 Amendment dated as of November 29, 1995 of
the Loan Agreement between the Company and
Apotex USA, Inc. with 30-day Note and
Warrant both executed as November 29, 1995
between the aforementioned parties.
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EXHIBIT 10.1
APOTEX USA, INC.
1776 Broadway, Suite 1800
New York, New York 10019
November 29, 1995
GEN/RX, INC. AUSA, INC.
11 Birch Drive 11 Birch Drive
Basking Ridge, NJ 07920 Basking Ridge, NJ 07920
AMERICAN VETERINARY PRODUCTS, INC. COLLINS LABORATORIES, INC.
11 Birch Drive 11 Birch Drive
Basking Ridge, NJ 07920 Basking Ridge, NJ 07920
Re: Loan Agreement dated April 13.1995
Gentlemen:
This will confirm the understandings that we have reached regarding
certain amendments to the Loan Agreement dated April 13,1995 (as heretofore
amended, the "Loan Agreement"), among us. As used in this Letter Agreement, "Al"
means AUSA, Inc., a Delaware corporation, the "Gen/Rx Companies" means,
collectively, Gen/Rx, Inc., a New York corporation, American Veterinary
Products, Inc., a Colorado corporation, and Collins Laboratories, Inc., a
Colorado corporation. This letter agreement dated November 28,1995, to which the
Gen/Rx Companies, Al and Apotex are parties is sometimes herein referred to as
the "Extension Letter." The "Borrowers" means, collectively, the Gen/Rx
Companies and Al. Capitalized terms used in this Letter Agreement and not
defined herein are used as used in the Loan Agreement.
1. THE LOANS.
a. The Borrowers acknowledge and agree that, they have
borrowed the full amounts of the Term Loan and the LC Loan Commitment and they
have now requested further advances from Apotex. In addition, the Gen/Rx
Companies and AI owe to Apotex an aggregate amount of approximately $813,783,
which consists of approximately $240,000 previously lent in respect of certain
research and development expenses, $273,783 of intercompany payables and accrued
and unpaid interest (through October 1995), $150,000 lent on November 14, 1995
and an additional $150,000 lent on November 20, 1995. The Borrowers hereby
acknowledge that all of such indebtedness is payable upon demand or, in the
absence of a demand therefor, shall be due December 22, 1995; each of such
amounts shall be deemed a 30-day Loan, as defined below.
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b. The Borrowers acknowledge and agree that Apotex has no
obligation to make any advance in connection with any current or future request
for any advance of any 30- day Loan. Apotex may reject any such request, in
whole or in part, for any reason or no reason. In addition, Apotex may make any
such advance subject to any condition or conditions that Apotex may, in its sole
discretion, choose.
c. In the event that any of the Borrowers shall determine to
request an additional advance of any amount, such Borrower shall appoint AI as
its agent, and AI may make any such request on behalf of any of the Borrowers.
AI shall make any request for any advance of any 30-day Loan in writing. In the
event that Apotex shall make any such advance so requested, Apotex shall make
such advance to and for the account of AI, which shall lend such amount so
advanced to any other Borrower. Any such advance (each, a "30-day Loan") shall
be payable upon demand, and, if not sooner demanded, shall be due and payable in
full at 10:00 a.m., December 22,1995. Otherwise, any such advance shall be
treated as if it were an advance under the LC Loan Commitment; any reference to
any of the loans under the Loan Agreement shall be deemed to include the 30-day
Loans. If Apotex, in its sole discretion shall choose to advance any amount so
requested, such principal amount shall bear interest from the date of such
advance at the same rate as the Line of Credit Loans.
d. If Apotex shall determine to advance any funds, Apotex will
advance funds, in amounts it shall determine in its sole and absolute
discretion, from time to time, for the period that ends December 22,1995. If AVP
receives proceeds from any 30-day Loan, AVP shall use such proceeds for any
employment or payroll-related expense only. AI shall determine the disposition
of any funds so provided, but AI agrees that it shall not lend or deliver to AVP
more than an aggregate of $120,000. AVP hereby acknowledges that AVP received
$30,000 of such $120,000 on or about November 17,1995. The Borrowers will manage
the spending of any such advance and acknowledge that Apotex has not supervised
and has agreed not to supervise or control any such spending. Apotex has not
assumed and has no obligation to assume, nor will it assume any liability or
obligation of any of Gen/Rx Companies. On or prior to December 22, 1995, the
Borrowers shall arrange alternate financing from other sources for the
Borrowers' operations. AVP acknowledges that UNDER NO CIRCUMSTANCES APOTEX MAKE
ANY ADVANCE IN EXCESS OF AN AGGREGATE OF $120,000 TO OR FOR THE BENEFIT OF AVP
AND THAT AVP MUST MEET ITS FUTURE FINANCIAL NEEDS FROM OTHER SOURCES.
e. Not later than December 22,1995, AI must submit to Apotex
AI's proposal for resolving its financial difficulties, and that plan shall
demonstrate an imminent and viable resolution to AI's financial difficulties. In
connection with such a plan, Apotex is prepared to consider a proposal to
acquire its stock in Gen/Rex. If that were to occur, AI must agree to take
immediate steps to within 120 days cease any reference to the name Apotex
including, but not limited to, in its advertising, labeling and other regulatory
and promotional materials.
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f. Any Event of Default with respect to any advance pursuant
to the Loan Agreement shall entitle Apotex to accelerate the maturity of any
30-day Loan, and any such default shall be deemed an Event of Default in respect
of all other indebtedness of any of the Gen/Rx Companies or AI in favor of
Apotex, the occurrence of which shall entitle Apotex to accelerate all of the
Obligations forthwith.
g. The Borrowers shall repay the entire amount of all of the
30-day Loans, together with interest in respect thereof and any other charges
evidenced by any of the promissory notes (collectively, the "30-day Notes")
evidencing the 30-day Loans, in United States Dollars, ON DEMAND, or, if payment
is not sooner demanded, on or prior to 10 a.m., Eastern Standard Time, on
December 22, 1995, at Suite 1800, 1776 Broadway, New York, New York 10038, in a
single, lump sum. "Lending Documents" means, collectively, any and all 30- day
Notes, whether delivered prior to the date hereof or hereafter, and all other
documents executed and delivered by any of the Borrowers in connection with any
advance to any of the Gen/Rx Companies or AI by Apotex or any Canadian Affiliate
of Apotex of any amount in excess of an aggregate of $2,500,000. The term
"Transactions Documents" shall be deemed to include the Lending Documents.
h. As a condition precedent to any advance of any 30-day Loan,
the Gen/Rx Companies and AI will have executed and delivered a 30-day Note
substantially in the form attached to this Letter Agreement to evidence the
30-day Loans. Each of the 30-day Notes so delivered shall be deemed one of the
1995 Notes for purposes of the Loan Agreement.
i. Gen/Rx has simultaneously with the execution and delivery
hereof executed and delivered a warrant to purchase additional shares of the
Gen/Rx Common Stock at the exercise price of $.75 per share for a number of
shares equal to the number of dollars advanced to any of the Gen/Rx Companies or
AI as 30-day Loans or as Additional Line of Credit Loans. Gen/Rx acknowledges
that Apotex has previously advanced approximately $813,783 in excess of
$2,500,000 for purposes of this paragraph (i).
j. The Borrowers hereby authorize and direct Apotex to receive
and retain all payments received in the "YorPharm" name after the date hereof
arising from collection of accounts receivable of the Companies until the Gen/Rx
Companies and AI shall have repaid all of their indebtedness to Apotex,
including inter-company payables and accrued and unpaid interest. Apotex is
hereby authorized to deposit into Apotex's own account such amount so received,
and any such amount so received shall be treated as a credit against the
outstanding amounts of accrued and unpaid interest and principal on all
indebtedness of the Gen/Rx Companies and AI in favor of Apotex, in such order as
Apotex shall determine in its sole discretion.
k. The Borrowers and all guarantors and endorsers of each of
the 30-day Notes severally hereby waive demand, presentment, notice of dishonor,
protest and notice of
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protest, and assent to extensions of the time of payment, to the surrender or
substitution of security, or to forbearance, or to other indulgence, without
notice.
l. Each of the Borrowers agrees, jointly and severally, to
observe and perform all of the covenants, duties and obligations under each of
the Additional Line of Credit Loans and each of the 30-day Loans. Each of the
Borrowers acknowledges that it is part of a larger enterprise and that, as part
of a going concern, each of the Borrowers benefits from Apotex's advances to any
of the others among the companies that comprise the larger enterprise.
2. SECURITY
a. The second Recital of the Security and Pledge Agreement
dated April 13, 1995 (the "Security Agreement"), among the parties to this
Letter Agreement is hereby amended to read in its entirety as follows:
WHEREAS, pursuant to the Loan Agreement dated April 13, 1995,
and that certain letter agreement dated November 27, 1995
(collectively, the "Loan Agreement") among the Borrowers and the
Lender, the Lender has agreed to make certain loans (as set forth in
the Loan Agreement), among the Borrowers upon the terms and conditions
set forth therein;
b. The Borrowers acknowledge and agree that the 30-day Loans
constitute "Obligations" for purposes of the Security Agreement.
3. CERTAIN REPRESENTATIONS AND WARRANTIES
In order to induce Apotex to enter into this Letter Agreement, each of
the Gen/Rx Companies and AI hereby represent and warrant to Apotex that:
a. Each of the Borrowers
i. is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its
incorporation;
ii. has all requisite corporate power and authority
to own and operate its property, lease the property
it operates and to conduct the business in which it
is currently and proposes to be engaged and to
consummate the transactions contemplated by this
Letter Agreement, the 30-day Notes and the other
Lending Documents,
iii. is duly qualified as a foreign corporation and
in good standing under the laws of each jurisdiction
where failure so to qualify and remain in good
standing could materially and adversely
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affect the ability of such Borrower to own or lease
and operate its property or to conduct the business
in which it is currently and proposes to be engaged,
and
iv. is in compliance with all applicable Requirements
of Law, except where noncompliance would not have a
material adverse effect on the business, operations,
assets or financial or other condition of such
Borrower.
All of the outstanding capital stock of each of the Borrowers has been validly
issued, is fully paid and non-assessable.
b. Each of the Borrowers has full power, authority and legal
right to execute, deliver and perform each of this Letter Agreement, the 30-day
Notes and each of the other Lending Documents to which any of them is a party.
The consummation of the transactions herein contemplated and the performance or
observance by each Borrower of their respective obligations under this Letter
Agreement and the other Lending Documents to which such Borrower is a party have
been duly authorized by all necessary action on the part of such Borrower.
c. No consent, approval, order or authorization of or
registration, declaration or filing with any Governmental Authority or any other
Person is required in connection with the valid execution and delivery of this
Letter Agreement, any of the 30-day Notes or any other Lending Document or the
carrying out or performance of any of the transactions required or contemplated
hereby or thereby.
d. This Letter Agreement, the 30-day Notes and each of the
other Lending Documents have been duly executed and delivered by or on behalf of
the respective parties thereto and each of this Letter Agreement, the 30-day
Notes and each of the other Lending Documents constitutes a legal, valid and
binding obligation of each party thereto, enforceable against such party in
accordance with its terms.
e. The Borrowers' execution, delivery and performance of this
Letter Agreement, the 30-day Notes and each other Lending Document to which they
are a party, the borrowings hereunder and the use of the pro of the 30-day Loans
will not violate any Requirement of Law affecting or any Contractual Obligation
of any of the Borrowers, and will not result in or require the creation or
imposition of any Lien on any of its properties or assets pursuant to any
Requirement of Law or any Contractual Obligation, except for the Liens created
pursuant to the Collateral Documents.
f. No Proceeding of or before any arbitrator or court or any
other Governmental Authority is pending or, to the best knowledge of the
Borrower, threatened by or against any Borrower or against or affecting any of
its properties or assets (i) with respect to this Letter Agreement, any of the
30-day Notes or any other Lending Document or any of the
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transactions contemplated hereby or thereby or (ii) which, if adversely
determined, could have a material adverse effect on the business, operations,
property or financial or other condition of any Borrower.
g. Except in respect of Contractual Obligations in favor of
Apotex, none of the Borrowers is in default under or with respect to any
Contractual Obligation in any respect that, in the aggregate, could be
materially adverse to the business, operations, property or financial or other
condition of the Borrowers or that could materially adversely affect the ability
of the Borrowers to conduct its business as presently or proposed to be
conducted or to perform its obligations under this Letter Agreement, the 30-day
Notes or any other Lending Document to which it is a party. At lease one Event
of Default has occurred and is continuing. None of the Borrowers is in default
under any order, award or decree of any arbitrator or court or any other
Governmental Authority binding upon or affecting it or by which any of its
properties or assets may be bound or affected.
h. Each of the Borrowers has good record title in fee simple
to, or valid and subsisting leasehold interests in, all its real property, and
good title to or valid and subsisting leasehold interests in all its other
property, and none of such property is subject to any Lien except as permitted
under the Loan Agreement.
i. None of the Borrowers is aware of any material existing or
threatened infringement or misappropriation of any proprietary rights of others
by any of the Borrowers or of any proprietary rights of any of the Borrowers by
others.
j. Each of the Borrowers has filed or caused to be filed all
tax returns that are required to be filed, and has paid all taxes shown to be
due and payable on such returns or on any assessments made against any of the
Borrowers or any of their respective properties or assets, and all other taxes,
fees or other charges imposed on any of the Borrowers or their respective
properties or assets, by any Governmental Authority (other thin those taxes, the
amount or validity of which is being contested in good faith by appropriate
proceedings); and no tax Liens have been filed, and no claims are being asserted
with respect to any such taxes, fees or other charges.
k. No representation or warranty made by any of the Borrowers
in this Letter Agreement or by any of the Borrowers in any other Lending
Document, or in any financial statement, report, certificate or any other
document furnished in connection herewith or therewith, contains any untrue
statement of a material fact or omits to state any material fact necessary to
make the statements herein or therein not misleading. There is no fact known to
any of the Borrowers or that reasonably should be known to any of the Borrowers,
that has not been disclosed to Apotex in writing prior to the date of this
Letter Agreement with respect to the transactions contemplated by this Letter
Agreement and the other Lending Documents that materially and adversely affects
or in the future could materially adversely affect the Borrowers' operations,
business, prospects, property or financial or other condition, taken as a whole.
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4. CERTAIN UNDERSTANDINGS
Each of the Gen/Rx Companies, AI and Apotex hereby acknowledge and
agree that:
a. Each of the Borrowers acknowledges that none of them has
any right in or to any use of the name "Apotex" or "Apotex Critical Care" or any
combination of words using "Apotex" or any derivative thereof unless and until
such Gen/Rx Company or AI and Apotex shall have reached a definitive agreement
that permits use of the name "Apotex" or "Apotex Critical Care."
b. Notwithstanding any other provision of this Letter
Agreement, the Borrowers' obligation to pay interest on all such principal
amounts and all other expenses required under the Loan Agreement, as amended,
including by this Letter Agreement, shall remain in full force and effect and is
not waived or otherwise affected by this Letter Agreement. No negotiations or
other actions undertaken pursuant to or in connection with this Letter Agreement
shall constitute a waiver of any party's rights under the Loan Agreement, as
amended, except to the extent specifically stated in this Letter Agreement.
Notwithstanding any other provisions of this Letter Agreement, or any claims of
the parties to the contrary, the Loan Agreement, as amended, remains in full
force and effect.
c. All references in each of the Loan Documents to the "Loan
Agreement" or, in the case of the Loan Agreement, "this Agreement" or "this
Letter Agreement" shall be deemed to refer to the Loan Agreement, as amended
(including by this Letter Agreement) and as such Agreement may be further
amended, modified or supplemented from time to time. All personal pronouns used
in this Letter Agreement or any of the other Loan Documents, whether used in the
masculine, feminine or neuter gender, shall include all other genders; the
singular shall include the plural, and vice versa. The headings of the Sections
of this Letter Agreement and of the other Loan Documents are inserted for
convenience of reference only and shall not constitute a part of this Letter
Agreement. All references herein or therein to paragraphs or sections are to
paragraphs or sections, as the case may be, of the agreement in which such
reference appears unless otherwise indicated. In addition, the words "hereof,"
"herein" and "hereunder" and words of similar import when used in this Letter
Agreement, any of the other Loan Documents or any other certificate or document
made or delivered pursuant hereto shall refer to this Letter Agreement, such
other Loan Documents or such other certificate or document, as the case may be,
as a whole and not to any particular provision.
d. Apotex, any person designated by Apotex to take any of the
actions enumerated in any of the Loan Documents, and their respective officers,
directors, employees, agents and counsel shall not incur any liability (other
than for any act or omission amounting to bad faith, gross negligence or willful
misconduct) as a result of the preparation, negotiation, execution or delivery
of this Letter Agreement, or performance of it, or any sale of any of the
Collateral, or the failure to sell or offer for sale any of the Collateral or by
reason of the exercise of
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any other rights of Apotex. The Borrowers, jointly and severally, shall
indemnify each such person in accordance with the terms and provisions of the
Loan Documents.
e. Each of the Borrowers hereby waives any claim (other than a
claim attributable to an act or omission amounting to a material breach by
Apotex under the Loan Agreement, bad faith, gross negligence or willful
misconduct) against Apotex, any person designated by Apotex to take any of the
actions enumerated in any of the Transactions Documents, and their respective
officers, directors, employees, agents and counsel arising with respect to
treatment in any commercially reasonable manner of proceeds from any sale of any
Collateral, or by reason of the fact that any such proceeds were less than the
amount of all of the Obligations, even if Apotex accepts the first offer
received and does not offer any Collateral to more than one offeree.
f. Except as set forth herein, and in the Exhibits annexed
hereto and made a part hereof, the Loan Agreement and the other Transactions
Documents, as amended, shall remain in full force and effect.
g. In the event of a conflict between the provisions of this
Letter Agreement and the provisions of the Loan Agreement or the other
Transactions Documents, as amended prior hereto, the provisions of this Letter
Agreement shall control.
h. In connection with any Events of Default that have occurred
and in anticipation of the occurrence of additional Events of Default or in
connection with advances and 30-day Loans, the Borrowers and Apotex may commence
and continue negotiations. Without liability for failing to do so, the Borrowers
and Apotex may discuss various courses of action that might be in their mutual
interests. Either the Borrowers or Apotex, in its sole and absolute discretion,
may terminate these discussions, if such discussion shall commence, at any time
and for any reason; and, upon such termination of discussions, the parties'
respective obligations to one another shall be only as set forth in the Loan
Agreement or otherwise in executed written agreements as described below.
i. Such contemplated negotiations may be lengthy and complex.
While the Borrowers and Apotex may reach agreement on one or more preliminary
issues are part of the problem under negotiation, neither the Borrowers on the
one hand nor Apotex on the other hand shall be bound by any agreement on
individual issues until (i) agreement is reached on all issues, and (ii) such
agreement on all issues has been reduced to a written agreement and signed by
each of the Borrowers and Apotex. Moreover, the agreement by either the
Borrowers on the one hand or Apotex on the other hand to any of the terms or
conditions of this agreement shall not be deed to bind such party or parties to
accept any such term or condition in connection with such contemplated
negotiations. Furthermore, in order to avoid any confusion or misunderstanding:
This Letter Agreement may be amended only in writing.
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j. Notwithstanding any other provision of this Letter
Agreement or any claims of the parties to the contrary, the Loan Agreement and
the other Transactions Documents are in full force and effect and shall remain
in full force and effect unless and until a written document is signed that
complies with the provisions of the foregoing paragraph (i). The Loan Agreement,
as modified by this Letter Agreement, constitutes our entire agreement
concerning the subject matter of this Letter Agreement and supersedes any prior
or contemporaneous representations or agreements not contained herein concerning
the Borrowers' respective obligations or the subject matter of this Letter
Agreement.
k. No such negotiations or any other action undertaken
pursuant to this Letter Agreement or otherwise shall constitute a waiver of any
party's rights under the Transactions Documents, except to the extent
specifically stated in a written agreement complying with the provisions of the
foregoing paragraph (i).
l. This Letter Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, successors and
assigns, and shall be governed by the internal laws of the State of New Jersey.
In the event of any dispute hereunder, the prevailing party shall be entitled to
recover all costs and attorneys' fees from the non-prevailing parties. Each
party executing this Letter Agreement represents that such party has the full
authority and legal power to do so. No person not a patty to this Letter
Agreement is intended as a third-patty beneficiary or shall have any right to
enforce any term or provision of this Letter Agreement.
m. The Borrowers agree that upon request of Apotex he, she or
it shall, at any time and from time to time, do any and all other acts and
things as may reasonably be required or advisable to carry out his, her or its
obligations hereunder and to consummate the transactions contemplated hereby.
n. Preparation of this Letter Agreement has been a joint
effort of the parties, and this Letter Agreement shall not be construed more
strictly against any Party.
o. This Letter Agreement may be executed simultaneously in one
or more counterparts, each one of which is hereby deemed an original, but all of
which together shall constitute one and the same instrument.
[balance of this page intentionally left blank]
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If the foregoing accurately summarizes the terms of our
binding agreement, please sign this Letter Agreement in the space provided below
and return one copy to the undersigned.
Very truly yours,
APOTEX USA, INC.
By:_________________________
Title:
Accepted and Agreed as of the
dated first written above:
GEN/RX, INC. AUSA, INC.
By:_________________________ By:_________________________
Title:
AMERICAN VETERINARY PRODUCTS, INC. COLLINS LABORATORIES, INC.
By:_________________________ By:_________________________
Title:
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30-DAY NOTE
NEWARK, NEW JERSEY
NOVEMBER 28, 1995
FOR VALUE RECEIVED, each of the undersigned, GEN/RX, INC., a
New York corporation, AMERICAN VETERINARY PRODUCTS, INC., a Colorado
corporation, AUSA, INC. ("AUSA"), a Delaware corporation, and COLLINS
LABORATORIES, INC., a Colorado corporation (collectively, the "Companies"),
hereby unconditionally jointly and severally promise to pay to the order of
Apotex USA, Inc., a Delaware corporation (the "Lender"), at its office located
at 1776 Broadway, New York, New York, ON DEMAND, in lawful money of the United
States of America and in immediately available funds, the aggregate unpaid
amount of all sums hereafter advanced by the Lender on a revolving basis to any
of the Companies. The undersigned further jointly and severally agree to pay
interest in like money as hereinafter provided at such office on the unpaid
principal amount hereof from time to time at the variable rate per annum equal
to one percent (1%) in excess of the Prime Rate as published in The Wall Street
Journal (Eastern Edition) from time to time, as such rate of interest may
fluctuate from time to time as provided in the Loan Agreement dated April 13,
1995 (as amended, the "Loan Agreement"), among the Companies and the lender.
This Note shall be deemed to be one of the 1995 Transactions
Documents referred to in the Loan Agreement, and this Note shall be deemed one
of the 1995 Notes for purposes of the Loan Agreement or referred to in the
Amended and Restated Master Agreement dated April 13, 1995 (the "Master
Agreement") to which the Companies and the Lender are parties. This Note is
entitled to the benefits of the Master Agreement and the various other 1995
Transactions Documents referred to therein. Repayment of the loans evidenced by
this Note constitutes part of the "Obligations" referred to in the 1995
Transactions Documents and, each of the loans evidenced by this Note is
hereinafter referred to as a "30-day Loan." The Companies do hereby affirm the
grant to the Lender of a security interest in and to any and all Collateral
referred to in the 1995 Transactions Documents as collateral security for the
prompt repayment of all of the 30-day Loans in accordance with the terms and
conditions hereof.
The principal of each of the 30-day Loans evidenced by this
Note shall be payable ON DEMAND, or, if payment is not sooner demanded, in a
single lump-sum payment on December 22, 1995, at which time all unpaid principal
and accrued interest under this Note shall be due.
In addition, the Companies hereby authorized and direct the
Lender to receive and retain all payments received in the "YorPharm" name after
the date hereof arising from collection of accounts receivable of the Companies
until the Companies shall have repaid to Apotex all of the Companies'
indebtedness in favor of Apotex, including inter-company payables. Apotex is
hereby authorized to deposit into Apotex's own account or accounts such amounts
so received, and any such amounts so received shall be treated as a credit
against the outstanding amounts of accrued and
<PAGE> 12
unpaid interest and principal on all indebtedness of the Companies in favor of
the Lender in such order as the Lender shall determine in its sole discretion.
The Companies, jointly and severally, shall pay interest at
the rate set forth above with respect to the principal amount of each of the
30-day Loans outstanding from time to time from the Closing Date through the
date of the final repayment of all outstanding amounts evidenced by this Note.
Interest shall accrue with respect to the principal amount of the 30-day Loans
daily. Accrued and unpaid interest shall be payable in arrears simultaneously
with any prepayment of any principal amount, and on the day that any 30-day Loan
is paid in full. Each change in the fluctuating interest rate hereunder shall
take effect simultaneously with the corresponding change in the Prime Rate.
Interest shall be calculated on the basis of a year of 360 days for the actual
number of days elapsed in a given period. In no event shall the rate of interest
on this Note be higher than the maximum lawful rate.
The Companies acknowledge the receipt of the aggregate amount
of the advances evidenced by this Note. Each of the Companies acknowledges and
agrees that it has benefitted from such advances as part of a collective ongoing
enterprise, and each of the Companies is jointly and severally liable for the
aggregate principal amount of this Note, together with all interest and other
amounts payable thereon.
In the event that any payment due from any of the Companies
under any of the 1995 Transactions Documents to which any of the Companies is a
party is not received in full by the Lender on the date such payment was due and
payable, the Companies hereby jointly and severally agree to pay to the Lender,
on demand, a late charge equal to five cents ($.05) for each one dollar ($1.00)
of such delinquent payment, for the purpose of defraying the expenses incident
to the handling of such delinquent payment. In addition, any principal payment
hereunder not paid when due or within seven (7) days thereafter, and, to the
extent permitted by applicable law, any interest payment hereunder not paid when
due or within seven (7) days thereafter, whether at stated maturity, by notice
of prepayment, by acceleration or otherwise, shall thereafter bear interest
payable upon demand at a rate equal to one and one-half (1 1/2%) percent per
month. All computations of interest shall be made by the Lender; any such
computation shall be deemed final and binding in the absence of manifest error.
The Companies may prepay the 30-day Loans in whole or in part,
at par, plus any accrued and unpaid interest.
Repayment of this Note is secured by a Deed of Trust on the
Mortgaged Premises and by a Security and Pledge Agreement and the Collateral
referred to therein. Capitalized Terms used in this Note and not defined herein
are used as defined in the Master Agreement. The Loan Agreement contains, among
other terms, provisions for mandatory prepayments and acceleration of the
maturity hereof upon the happening of certain stated events.
2
<PAGE> 13
Presentment for payment, demand, notice of dishonor, protest,
notice of protest and all other demands and notices in connection with the
delivery, performance and enforcement of this Note are hereby waived except as
specifically otherwise provided in the Loan Agreement.
The holder of this Note is authorized to endorse the date and
amount of each 30-day Loan made pursuant to this Note and the date and amount of
each payment or prepayment of principal with respect thereto on the schedule
annexed hereto and made a part hereof, or on a continuation thereof which shall
be attached hereto and made a part hereof, which endorsements shall constitute
conclusive evidence of the accuracy of the information endorsed in the absence
of manifest error, provided that failure by such holder to make any such
endorsement on this Note or any error with respect to such endorsement shall not
affect the obligations of any Company under any of the 1995 Notes, the Loan
Agreement or any other 1995 Transaction Document.
All indebtedness evidenced by this Note is payable ON DEMAND,
but, in addition, upon the occurrence of any one or more of the Events of
Default specified in the Loan Agreement, all amounts then remaining unpaid on
this Note shall become, or may be declared to be, immediately due and payable,
all as provided therein.
EACH OF THE COMPANIES HEREBY WAIVES TRIAL BY JURY IN ANY
ACTION UNDER OR RELATED TO THIS NOTE.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW JERSEY.
IN WITNESS WHEREOF, and intending to be legally bound hereby,
each of the Companies has caused this Note to be executed as of the date first
above written.
GEN/RX, INC. AUSA, INC.
By:___________________________ By:____________________________
Title: Title:
AMERICAN VETERINARY PRODUCTS, INC. COLLINS LABORATORIES, INC.
By:___________________________ By:____________________________
Title: Title:
3
<PAGE> 14
SCHEDULE
TO NOTE
LOANS AND PAYMENTS
RESPECT TO 30-DAY LOANS
<TABLE>
<CAPTION>
Amount of Amount of Unpaid Principal
Revolving Revolving Balance of Notation
Date Loans Made Loans Paid Revolving Loans Made by
- ---- ---------- ---------- --------------- -------
<S> <C> <C> <C> <C>
======= ============ ============ ============= ===========
======= ============ ============ ============= ===========
======= ============ ============ ============= ===========
======= ============ ============ ============= ===========
======= ============ ============ ============= ===========
======= ============ ============ ============= ===========
======= ============ ============ ============= ===========
======= ============ ============ ============= ===========
======= ============ ============ ============= ===========
</TABLE>
4
<PAGE> 15
GEN/RX INC.
WARRANT
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT") OR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR
ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT
THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE
COMPANY RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH
REGISTRATION IS NOT REQUIRED.
Gen/Rx, Inc., a New York corporation (the "Company"), hereby grants to
Apotex USA Inc., a Delaware corporation (the "Holder"), the right, privilege and
option, in the manner and subject to the conditions hereinafter provided, to
purchase up to 813,783 shares of the Company's common stock (the "Common Stock")
at a purchase price equal to $.75 per share of Common Stock (the "Exercise
Price"), as more fully described below. This Warrant has been issued pursuant to
that certain Letter Agreement dated November 27, 1995 (the "Letter/Master
Agreement"), by and among the Company, the Holder and certain of their
affiliates. Any capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Master Agreement dated April 13, 1995 (the
"Master Agreement") among the Company, the Holder and certain of their
affiliates.
1. Time of Exercise of Warrant. The Holder may exercise this warrant
from time to time in any amount of shares of Common Stock, that in the aggregate
does not exceed the number of dollars lent as 30-day Loans by the Holder and/or
its Affiliates to the Company and/or its Affiliates pursuant to transactions
contemplated by the Letter/Master Agreement; provided that to the extent that
the Company does not have a sufficient number of authorized and issued shares of
Common Stock to issue to the Holder at any time that the Holder seeks to
exercise this Warrant, the Holder shall not be entitled to exercise this Warrant
to the extent of such insufficiency. This Warrant may be exercised during the
period commencing on the date of any such loan in an amount equal to the number
of dollars so lent (each such amount being, a "Tranche"). The exercise period of
each Tranche shall be three years, provided that the exercise period of each
Tranche shall be extended for the period equal to the period during which the
Company does not have a sufficient number of authorized and issued shares of
Common Stock to issue to the Holder to enable the Holder to exercise this
Warrant in full with respect to such Tranche. Should a Tranche expire
unexercised in whole or in part, the number of shares of Common Stock subject to
such Tranche may become subject to a Tranche as a result of an additional loan
subsequent to such expiration.
On the date hereof, the Holder may exercise this Warrant for an
aggregate of up to 813,783 shares of the Common Stock. In addition, in the event
that the Holder and its Affiliates lead more than $813,783, in the aggregate, as
30-day Loans described in the Letter/Master Agreement to the Company and/or
Affiliates (which the Holder and its Affiliates have no obligation to do), then
at the time each such loan is made the Company shall issue to the Holder or its
designee a warrant to
<PAGE> 16
purchase the number of shares of Common Stock equal to the principal amount of
such loan at an exercise price of $.75 per share, which warrant shall otherwise
contain substantially the same terms and shall be in substantially the same form
as this Warrant.
2. Method of Exercise. This Warrant may be exercised in whole or in
part at any time, by delivery of the Subscription Form attached hereto duly
executed along with this Warrant directed to the Company at its principal place
of business accompanied by a check payable to the Company in payment of the
Exercise Price rounded to the nearest cent, for the number of whole shares
specified, together with appropriate endorsements or transfer documents and a
check for payment of any transfer similar, tax, if required. Upon clearance of
the checks, the Company shall make immediate delivery of a certificate
evidencing the number of whole shares to which the Holder may be entitled, and
pay to the Holder cash in an amount equal to the value that any fractional share
bears to the Exercise Price per whole share; provided that if any law or
regulation requires the Company to take any action with respect to the shares
specified in such notice before the issuance thereof, then the date of delivery
of such shares shall be extended for the period necessary to take such action.
The Company at all times to reserve or hold available a sufficient number of
shares of Common Stock to cover the number of shares issuable upon the exercise
of this and all of its other obligations to issue Common Stock (except to the
extent permitted by the Letter/Master Agreement).
3. Anti-Dilution Provisions.
(A) Dividends: Reclassifications. etc. In the event that the Company
shall, at any time prior to the full exercise of this Warrant: (i) declare or
pay to the holders of the Common Stock a dividend payable in any kind of shares
of stock of the Company; or (ii) change or divide or otherwise reclassify its
Common Stock into the same or a different number of shares with or without par
value, or into shares of any class or classes; or (iii) transfer its property as
anew or substantially as an entirety to any other company; or (iv) make any
distribution of its assets to holders of its Common Stock as a liquidation or
partial liquidation dividend or by way of return of capital; then, upon the
subsequent exercise of this Warrant, the Holder shall receive, in addition to or
in substitution for the shares of Common Stock to which it would otherwise be
entitled upon such exercise, such additional shares of stock or scrip of the
Company, or such reclassified shares of stock of the Company, or such shares of
the securities or property of the Company resulting from such transfer, or such
assets of the Company, which it would have been entitled to receive had it
exercised this Warrant prior to the happening of any of the foregoing events.
(B) Notice of Certain Transactions. If, at any time while this Warrant
is outstanding, the Company shall pay any dividend payable in cash or in Common
Stock, shall offer to the holders of its Common Stock for subscription or
purchase any shares of stock of any class or any other rights, or shall enter
into an agreement to merge or consolidate with another entity, the Company shall
cause notice thereof to be mailed to the registered holder of this Warrant at
its address appearing on the registration books of the Company, at least 30 days
prior to the record date as of which holders of Common Stock shall participate
in such dividend, distribution or subscription or other rights or at least 30
days prior to the effective date of the merger or consolidation. Failure to give
notice as
2
<PAGE> 17
required by this Section, or any defect therein, shall not affect the legality
or validity of any dividend, distribution or subscription or other right.
(C) Adjustments to Exercise Price. If at any time after the date of
issuance hereof the Company shall grant or issue any shares of Common Stock, or
grant or issue any rights or options for the purchase of, or stock or other
securities convertible into, Common Stock (such convertible stock or securities
being herein collectively referred to as "Convertible Securities") other than:
(i) shares issued in a transaction described in subsection (D)
of this Section 3; or
(ii) shares issued, subdivided or combined in transactions
described in subsection (A) of this Section 3 if and to the extent that
an adjustment to the Exercise Price shall have been previously made
pursuant to subsection (A) of this Section 3 as a result of such
subdivision or combination of such securities;
for a consideration per share which is less than the Exercise Price, then the
Exercise Price in effect immediately prior to such issuance or sale (the
"Applicable Exercise Price") shall, and" thereafter upon each issuance or sale,
the Applicable Exercise Price shall, simultaneously with such issuance or sale,
be adjusted, so that such Applicable Exercise Price shall equal a price
determined by multiplying the Applicable Exercise Price by a fraction, the
numerator of which shall be:
(a) the sum of (x) the total number of shares of
Common Stock outstanding immediately prior to such issuance
plus (y)the number of shares of Common Stock which the
aggregate consideration received, as determined in accordance
with subsection (E) of this Section 3 for the issuance or sale
of such additional Common Stock or convertible securities
deemed to be an issuance of Common Stock as provided in
subsection (F) of this Section 3, would purchase (including
any consideration received by the Company upon the issuance of
any shares of Common Stock or convertible securities since the
date the Applicable Exercise Price became effective not
previously included in any computation resulting in an
adjustment pursuant to this subsection (C)) at the Applicable
Exercise Price; and the denominator of which shall be
(b) the total number of shares of Common Stock
outstanding (or deemed to be outstanding as provided in
subsection (E) of this Section 3) immediately after the
issuance or sale of such additional shares.
If, however, the Applicable Exercise Price thus obtained would result in the
issuance of a lesser number of shares upon conversion than would be issued at
the initial Exercise Price specified on page 1 hereof, the Applicable Exercise
Price shall be such initial Exercise Price.
3
<PAGE> 18
Upon each adjustment of the Exercise Price pursuant to this Subsection
(C), the total number of shares of Common Stock purchasable upon each exercise
of this Warrant shall be such number of shares (calculated to the nearest tenth)
purchasable at the Applicable Exercise Price multiplied by a fraction, the
numerator of which shall be Exercise Price in effect immediately prior to such
adjustment and the denominator of which shall be the Exercise Price in effect
immediately after such adjustment.
(D) Exclusions. Anything in this Section 8 to contrary notwithstanding,
no adjustment in the Exercise Price shall be made in connection with:
(i) the grant, issuance or exercise of any convertible
securities pursuant to the Company's qualified or nonqualified Employee
Stock Option Plans or any other bona fide employee benefit plan or
incentive arrangement adopted by the Company's Board of Directors, as
may be amended from time to time; or
(ii) the issuance of any of Common Stock pursuant to the grant
or exercise of convertible securities outstanding as of the date
hereof.
(E) For the purpose of subsection (C) of this Section 3, the following
provisions shall also be applied:
(i) In case of the issuance or sale of additional shares of
Common Stock for cash, the consideration received by the Company
therefor shall be to be the amount of cash received by the Company for
such shares, before deducting therefrom any commissions, compensations
or other expenses paid or incurred by the Company for any underwriting
or placement of, or otherwise in connection with the issuance or sale
of such shares.
(ii) In case of the issuance of convertible securities, the
consideration received by the Company therefor shall be deemed to be
the amount of cash, if any, received by the Company for the issuance of
such rights or convertible securities, plus the minimum amounts of cash
and fair value of other consideration, if any, payable to the Company
upon the exercise of such rights or options or payable to the Company
on conversion of such convertible securities.
(iii) In the case of the issuance of shares of Common Stock or
convertible securities for a consideration in whole or in part, other
than cash, the consideration other than cash shall be deemed to be the
fair market value thereof as reasonably determined in good faith by the
Board of Directors of the Company (irrespective of the accounting
treatment thereof); provided, however, that if such consideration
consists of the cancellation of debt issued by the Company, the
consideration shall be deemed to be the amount the Company received
upon issuance of such debt (gross proceeds) plus accrued interest and,
in the case of original issue discount or zero coupon indebtedness,
accredited value to the date of such cancellation, but not including
any premium or discount at which the debt may then be or which might
otherwise be appropriate for such class of debt.
(iv) In case of the issuance of additional shares of Common
Stock upon the conversion or exchange of any obligations (other than
convertible securities), the amount of
4
<PAGE> 19
the consideration received by the Company for such Common Stock shall
be deemed to be the consideration received by the Company for such
obligations or shares so converted or exchanged, before deducting such
consideration so received by the Company any expenses or commissions or
compensations incurred or paid by the Company for any underwriting of,
or otherwise in connection with, the issuance or sale of such
obligations or shares, plus any consideration received by the Company
in connection with such conversion or exchange other than a payment in
adjustment of interest and dividends. If obligations or shares of the
same class or series of a class as the obligations or shares so
converted or exchanged have been originally issued for different
amounts of consideration, then the amount of consideration received by
the Company upon the original issuance of each of the obligations or
shares so converted or exchanged shall be deemed to be the average
amount of the consideration received by the Company upon the original
issuance of all such obligations or shares. The amount of consideration
received by the Company upon the original issuance of the obligations
or so converted or exchanged and the amount of the consideration, if
any, other than such obligations or shares, received by the Company
upon such conversion or exchange shall be determined in the same manner
as provided in subsections (E)(i) and (E)(iii) of this Section 3 with
respect to the consideration received by the Company in case of the
issuance of additional shares of Common Stock or convertible
securities.
(v) In the case of the of additional shares of Common Stock as
a dividend, the aggregate number of shares of Common Stock issued in
payment of such dividend shall be deemed to have been issued at the
close of business on the record date fixed for the determination of
stockholders entitled to such dividend and shall be deemed to have been
issued without consideration; provided however, that if the Company,
after such record date, shall legally abandon its plan to so issue
Common Stock as a dividend, no adjustment of the Applicable Exercise
Price shall be required by reason of the fixing of such record date.
(F) Deemed Issuances of Common Stock. For purposes of the adjustments
provided in subsection (C) of this Section 3, if at any time, the
Company shall issue any convertible securities, the Company shall be
deemed to have issued at the time of the issuance of such convertible
securities the maximum number of shares of Common Stock issuable upon
conversion of the total amount of such convertible securities.
(G) Readjustments of Exercise Price. On the expiration, cancellation or
redemption of any convertible securities, the Exercise Price then in
effect hereunder shall forthwith be readjusted to such Exercise Price
as would have been obtained (i) had the adjustments made upon the
issuance or sale of such expired, cancelled or redeemed convertible
securities been made upon the basis of the of issuance of only the
number of shares of Common Stock theretofore actually delivered upon
the exercise or conversion of such convertible securities (and the
total consideration received therefor) and (ii) had all subsequent
adjustments been made only on the basis of the Exercise Price as
readjusted under this subsection (G) for all transactions (which would
have affected such adjusted Exercise Price) made after the issuance or
sale of such convertible securities.
5
<PAGE> 20
(H)). Carry Forwards. Anything in this Section 3 to the contrary
notwithstanding, no adjustment in the Exercise Price shall be required unless
such adjustment would require an increase or decrease of at least 1% in such
Exercise Price; provided however, that any adjustments which by reason of this
subsection (H) are not required to be made shall be carried forward and taken
into making subsequent adjustments. All calculations under this Section 3 shall
be made to the nearest cent or to the nearest tenth of a share, as the case
maybe.
(I) Notice of Adjustments. Upon any adjustment of the Exercise Price,
then and in each such case the Company shall promptly deliver a notice to the
registered Holder of this Warrant, which notice shall state the Exercise Price
resulting from such adjustment and the increase or decrease, if any, in number
of shares of Common Stock purchasable at such price upon the exercise hereof,
forth in reasonable detail the method of calculation and the facts upon which
such calculation is based.
4. Rights Prior to Exercise of Warrant. The Holder shall have no rights
as a stockholder with respect to the Common Stock issuable on exercise hereof
until payment of the Exercise Price and delivery to it of such Common Stock as
herein provided.
5. Condition to Exercise of Warrant. In order to enable the Company to
comply with the Securities Act of 1933 (the "Securities Act") and relevant state
law, the Company may require the Holder as a condition of the exercising of the
Warrant granted hereunder, to give written assurance satisfactory to the Company
that the shares subject to the Warrant are being acquired for its own account,
for investment only, with no view to the distribution of same, and that any
subsequent resales of any such shares either shall be made pursuant to a
registration statement under the Securities Act which has become effective and
is current with regard to the shares being sold, or pursuant to an exemption
from registration under the Securities Act. If the shares of Common Stock
purchased pursuant to the exercise of this Warrant are not subject to an
effective registration statement under the Securities Act, the
certificate(s)evidencing of Common Stock purchased upon exercise of this warrant
shall bear the following restrictive legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR UNDER ANY STATE SECURITIES LAW.
THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED,
SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT ANY APPLICABLE STATE
SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.
6. Loss, etc. of Warrant. Upon receipt of evidence satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant, and of
indemnity reasonably satisfactory to the Company, if lost, stolen, or destroyed,
and upon reimbursement to the Company of all reasonable expenses incidental
thereto, and
6
<PAGE> 21
upon surrender and cancellation of this Warrant, if mutilated, the Company shall
execute, and deliver to the Holder a new Warrant of like date, tenor and
denomination.
7. Governing Law: Assignment. This Warrant and any dispute,
disagreement, or issue of construction or interpretation arising hereunder
whether relating to its execution, its validity, the obligations provided herein
or performance shall be governed or interpreted according to the laws of the
State of Delaware. This Warrant may be assigned at anytime, in whole or in part,
in accordance with applicable Federal and state securities laws by the Holder,
or any other registered Holder of this Warrant, by delivery of the Assignment
Form or the Partial Assignment Form, as the case may be, attached hereto duly
executed, directed to the Company at its principal place of business. Upon the
assignment of all or any portion of this Warrant as provided herein, the Company
shall issue and register one or more new Warrants in the name of the new Holder.
8 Issuance of Shares. The Company covenants and agrees that all shares
of Common Stock which may be delivered upon the exercise of this Warrant will,
upon delivery, be duly paid and nonassessable and shall be free from all taxes,
liens and charges with respect to the purchase thereof hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this warrant to be
executed as of the 27th day of November, 1995.
GEN/RX, INC.
By:_________________________
(SEAL)
ATTEST
_________________________
7
<PAGE> 22
SUBSCRIPTION
The undersigned, ________________________, pursuant to the provisions
of the foregoing Warrant, hereby agrees to subscribe for and purchase
____________ shares of the Common Stock of Gen/Rx, Inc. covered by said Warrant,
and makes payment therefor in full at the price per share provided by said
Warrant.
Dated: _________ Signature: ______________________
Address: ______________________
ASSIGNMENT
FOR VALUE RECEIVED _______________hereby sells, assigns and transfers
unto the foregoing Warrant and all rights evidenced thereby, and does
irrevocably constitute and appoint __________,attorney, to transfer said Warrant
on the books of Gen/Rx, Inc.
Dated: _________ Signature: ______________________
Address: ______________________
PARTIAL ASSIGNMENT
FOR VALUE RECEIVED _____________ hereby assigns and transfer unto _____
the right to purchase __ shares of Common Stock of Gen/Rx, Inc. by the foregoing
Warrant, and a proportionate part of said Warrant and the rights evidenced
hereby, and does irrevocably constitute and appoint _______________, attorney,
to transfer that part of the said Warrant on the books of Gen/Rx, Inc.
Dated: _________ Signature: ______________________
Address: ______________________
8
