U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
Form 10-KSB/A
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED).
For the fiscal year ended December 31, 1997.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED).
For the transition period from __________ to __________.
Commission file number 0-19827
HYMEDIX, INC.
(Name of Small Business Issuer in Its Charter)
Delaware 22-3279252
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2245 Route 130, Suite 104, Dayton, New Jersey 08810
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (732) 274-2288
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 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
--- ---
Page 1
<PAGE>
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, 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-KSB or any amendment to
this Form 10-KSB. [X]
State registrant's revenues for its most recent fiscal year: $1,783,331
The aggregate market value of the voting stock held by non-affiliates, based
upon the average of the bid and asked price of the Common Stock on March 26,
1998 as reported by The OTC Bulletin Board, was approximately 64,280 Shares
of Common Stock held by each officer and director and by each person who owns 5%
or more of the outstanding Common Stock have been excluded in that such persons
may be deemed to be affiliates for this purpose but not necessarily for other
purposes.
The number of shares of Common Stock outstanding as of March 26, 1998 was
5,713,500.
Transitional Small Business Disclosure Format (Check one):
Yes No X
--- ---
Documents Incorporated by Reference
None
Page 2
<PAGE>
HYMEDIX, INC.
INDEX
Page No.
PART III
Item 10. Executive Compensation 4
Item 11. Security Ownership of Certain Beneficial Owners 6
and Management
Item 12. Certain Relationships and Related Transactions 9
Item 13. Exhibits and Reports on Form 8-K 10
SIGNATURES 15
Page 3
<PAGE>
PART III
Item 10. Executive Compensation.
The table below sets forth certain compensation information for the fiscal year
ended December 31, 1997, 1996 and 1995 with respect to HYMEDIX, Inc.'s
("HYMEDIX's" or the "Company's") Chief Executive Officer.
HYMEDIX, INC.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
------------
Annual Compensation Awards
------------
--------------------------------------- Securities
Name and Other Annual Underlying
Principal Compensation Options
Position Year Salary($) ($)(2) (#)(1)
--------- ---- --------- ------------ ----------
<S> <C> <C> <C> <C>
1997 121,377 0 0
Joseph Y. Peng, 1996 113,615 0 15,000
President and Chief
Executive Officer (3)(4) 1995 99,808 0 0
</TABLE>
(1) The option grants set forth hereof were granted by HYMEDIX to the named
individuals issuable for shares of HYMEDIX Common Stock.
(2) Represents car allowance for such executive officer.
(3) During 1995, Mr. Peng was Chief Financial Officer of HYMEDIX.
(4) Fiscal year 1997 compensation includes $41,538 accrued in fiscal year
1996 and paid in fiscal year 1997.
Fiscal year 1996 compensation includes $24,231 accrued in fiscal year 1995
and paid in fiscal year 1996.
Fiscal year 1995 compensation includes $27,692 accrued in fiscal year 1994
and paid in fiscal year 1995.
The Company has no pension, retirement, annuity, savings or similar
benefit plan for its executive officers.
Page 4
<PAGE>
Executive Employment and Related Agreements
Each of the Company's current and former employees and consultants
having access to its proprietary or technical information has executed a
confidentiality and invention assignment agreement with the Company.
As of November, 1993, HYMEDIX entered into a Consulting Agreement with
Dr. Vladimir A. Stoy, a Company Director (the "Stoy Consulting Agreement"),
pursuant to which Dr. Stoy will serve on HYMEDIX's Board of Directors and render
certain consulting services to HYMEDIX. Under the Stoy Consulting Agreement, Dr.
Stoy is to be available to render services to HYMEDIX for at least 130 days per
year and is to receive consulting fees of $1,000 per diem for the first 52 days
of consulting rendered each year and $750 per diem for each additional day of
consulting, such consulting fees to be at least $52,000 per annum in the
aggregate, with certain consulting fees in the aggregate amount of $6,000 to be
credited against fees otherwise payable to Dr. Stoy as a member of HYMEDIX's
Scientific Advisory Board. Under the Stoy Consulting Agreement, Dr. Stoy has
agreed not to compete with HYMEDIX in any of the fields licensed to HYMEDIX
under the SKY License Agreement. See "Certain Transactions." The Stoy Consulting
Agreement is terminable by HYMEDIX for cause, upon Dr. Stoy's death or
disability or upon termination of the SKY License Agreement. The agreement may
be terminated by Dr. Stoy for cause or upon 30 days prior notice to HYMEDIX.
Stock Option Plans
Amended and Restated 1991 Incentive and Non-Qualified Stock Option
Plan. On February 23, 1994, the Company's stockholders approved the adoption of
the Amended and Restated 1991 Incentive and Non-Qualified Stock Option Plan (the
"Stock Option Plan"). The Stock Option Plan is designed to qualify as an
incentive Stock Option Plans under Section 422 of the Internal Revenue Code of
1986, as amended. The Company may also award non-qualified stock options under
the Stock Option Plan. Pursuant to the terms of the Stock Option Plan, incentive
stock options may only be granted to management and other key employees of the
Company; non-qualified stock options may be granted to Directors, advisors and
consultants to the Company as well as employees. The Board of Directors has
appointed a Compensation Committee of the Board of Directors to administer the
Stock Option Plan, including the selection of the individuals to receive options
and the terms thereof. The Plan permits the grant of options to purchase up to
an aggregate of 500,000 shares of Common Stock.
Under the Stock Option Plan, the exercise price of incentive stock
options must be not less than 100% (or 110% with respect to any optionee owning
more than 10% of the total combined voting power of all classes of stock of the
Company) of the fair market value of the Common Stock at the date of grant, and
the aggregate fair market value (determined at the time of grant) of shares
issuable pursuant to such options which first become exercisable in any calendar
year by an employee or officer, may not exceed $100,000. The term of such
options may not exceed ten years (except that with respect to any optionee who
owns more than 10% of the total combined voting power of all classes of stock of
the Company, the term may not exceed five years). The corresponding provisions
of any non-qualified stock options granted under the Stock Option Plan are not
similarly limited by the Stock Option Plan terms.
As of March 31, 1998, options for the purchase of a total of 366,171
shares of Common Stock were outstanding under the Stock Option Plan (of which
421 were exercisable as of March 31, 1998) and options to purchase an
additional 133,829 shares remained available for grant under the Stock Option
Plan.
Page 5
<PAGE>
Director Stock Option Plan. On June 6, 1996, the Company's stockholders
approved the adoption of the Company's Director Stock Option Plan (the "Director
Plan"). The Director Plan is intended to provide nondiscretionary option grants
to independent Directors of the Company as follows: (1) to those persons already
serving on the Board and who are not employees, an option exercisable for 9,000
shares of the Company's Common Stock on the effective date of the Director Plan
and, for so long as service on the Board continues, an option of 2,000 shares of
the Company's Common Stock on each anniversary date thereof and (2) to those
persons joining the Board after the effective date of the Director Plan and who
are not employees, an option exercisable for 5,000 shares of the Company's
Common Stock on the date of election or appointment and, for so long as service
on the Board continues, an option for 2,000 shares of the Company's Common Stock
on each anniversary date of his or her joining the Company's Board, in each case
exercisable at fair market value and subject to certain provisions of
forfeiture. The Director Plan permits the grant of options to purchase up to an
aggregate of 50,000 shares of Common Stock, all of which were reserved for
grants under the Director Plan as of April 15, 1996.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth certain information as of March 31, 1998
regarding the beneficial ownership of the Company's Common Stock by: (a) all
those known by the Company to be beneficial owners of more than 5% of its Common
Stock; (b) all Directors; (c) each of the executive officers of the Company
named in the Summary Compensation Table; and (d) all executive officers and
Directors of the Company as a group:
<TABLE>
<CAPTION>
Name and Address Shares Beneficially
of Beneficial Owner Owned(1)
------------------- ---------------------------
Number Percentage
------ ----------
<S> <C> <C>
Kingston Technologies 1,384,551 24.23%
Limited Partnership (2)(3)
First Taiwan Investment 2,658,423 46.53%
Holding Inc. (4)(5)(6)
First Taiwan Venture 2,658,423 46.53%
Capital Inc. (4)(5)(7)
First Taiwan Investment and 2,658,423 46.53%
Development, Inc. (4)(5)(8)
Vladimir A. Stoy, Ph.D. (2)(3) 1,390,180 23.94%
William G. Gridley, jr. (2)(3) 1,452,065 25.01%
George P. Stoy (2)(3) 1,404,437 24.19%
</TABLE>
Page 6
<PAGE>
<TABLE>
<S> <C> <C>
Sheng-Hsiung Hsu (4)(5)(9) 2,658,423 46.53%
Dr. Hsia-Fu Chao (4)(5)(10) 2,658,423 46.53%
Shu-Jean Kuo Chou (4)(5)(11) 2,658,423 46.53%
Michael K. Hsu (4)(5)(12) 2,658,423 46.53%
John E. Bagalay Jr. (13) 75,810 1.33%
Boston University
108 Bay State Road
Boston, MA
Edward H. Jennings, Ph.D. --- *
The Ohio State University
154 W. 12th Street
Columbus, OH
Joseph Y. Peng (14) 37,514 *
5 West Saddle River Road
Waldwick, NJ
All officers and Directors 4,211,813 72.54%
as a group (12 persons)
</TABLE>
* Less than one percent (1%).
(1) Shares of Common Stock subject to options or warrants exercisable as of
March 31, 1998 (or exercisable within 60 days after such date), are deemed
outstanding for purposes of computing the percentage ownership of the
person holding such option or warrant but are not outstanding for purposes
of computing the percentage of any other person. Unless otherwise
indicated in these footnotes, each stockholder has sole voting and
investment power with respect to the shares beneficially owned.
(2) Includes shares owned of record by Kingston Technologies Limited
Partnership ("KTLP"). The general partners of KTLP include Vladimir A.
Stoy, William G. Gridley, jr., George P. Stoy (each a Director of the
Company) and Oak II, Inc., a corporation controlled by such Directors.
Each of Vladimir A. Stoy, William G. Gridley, jr., and George P. Stoy
exercises shares voting and investment power with respect to the shares of
Common Stock of the Company held by KTLP and disclaims beneficial
ownership of such shares except to the extent of his partnership interest
in KTLP. Also gives effect to the exercise by Research Corporation
Technologies, Inc., a Delaware nonprofit corporation ("RCT") and a
stockholder of HYMEDIX, of its right to require KTLP to transfer and
assign without further consideration, that number of shares of HYMEDIX
Common Stock (166,271 shares) to make RCT's total holding of HYMEDIX
Common Stock equal to 5% of HYMEDIX's outstanding Common Stock on a
modified fully diluted basis (excluding shares reserved for issuance upon
exercise of options granted under the HYMEDIX Stock Option Plan and
conversion of HYMEDIX Series A Redeemable Preferred Stock) upon the
effective date of the Company's Registration Statement on Form SB-2
(effective August 12, 1995).
(3) The business address of each of these persons is c/o HYMEDIX, Inc., 2245
Route 130, Dayton, New Jersey 08810.
(4) The business address of each of these persons is 13th Floor, 563 Chung
Hsiao East Road, Section 4, Taipei, Taiwan 10516.
Page 7
<PAGE>
(5) Consists of the following:
<TABLE>
<S> <C>
* shares owned of record by First Taiwan Investment Holding Inc. ("FTIHI") 607,245
* shares owned of record by First Taiwan Venture Capital Inc. ("FTVC") 2,150,158
* shares owned of record by First Taiwan Investment and 2,559,343
Development, Inc. ("FTIDI")
---------
Total 5,316,746
</TABLE>
Based on a Schedule 13D dated as of February 23, 1994 filed by FTIHI, FTVC,
FTIDI and Dr. Chao, such persons may be deem to form collectively a "group" and
each of such persons may be deemed to share voting power with each other with
regard to the foregoing shares. Dr. Chao, in his capacity as Chairman of FTIHI,
may also be deemed to share dispositive power over the shares of Common Stock
owned of record by or issuable to FTIHI.
(6) FTIHI disclaims beneficial ownership as to 607,345 of such shares.
(7) FTVC disclaims beneficial ownership as to 2,150,158 of such shares.
(8) FTIDI disclaims beneficial ownership as to 2,559,343 of such shares.
(9) Mr. Hsu is Chairman of FTVC. Mr. Hsu disclaims beneficial ownership of all
such shares, except to the extent of his investment interest therein.
(10) Dr. Chao is Chairman of FTIHI. Dr. Chao disclaims beneficial ownership
of all such shares, except to the extent of his investment interest
therein.
(11) Ms. Chou is a Director of FTIHI. Ms. Chou disclaims beneficial ownership
of all such shares, except to the extent of her investment interest
therein.
(12) Mr. Hsu is a Director of FTVC and until June 1995, was Executive
Vice-President of each of FTIHI, FTVC and FTIDI. Mr. Hsu disclaims
beneficial ownership of all such shares, except to the extent of his
investment interest therein.
(13) Mr. Bagalay is Managing Director of the Community Development Fund of
Boston University. Mr. Bagalay disclaims beneficial ownership of all such
shares. On September 19, 1997, Mr. John E. Bagalay Jr. replaced Mr. Golden
as a director of the Company.
(14) Includes 37,514 shares of Common Stock that Mr. Peng has the right to
acquire upon the exercise of stock options.
Page 8
<PAGE>
Item 12. Certain Relationships and Related Transactions.
In April 1996, the Company issued convertible bonds in the
aggregate principal amount of approximately $981,000 (the "June Bonds") pursuant
to a Convertible Bond Purchase Agreement effective February 27, 1996, by and
among the Company, HYMEDIX International, First Taiwan Investment and
Development, Inc. and the Purchasers (as defined therein). The June Bonds bear
interest at a rate of 7% per annum and matured (after being extended) on
December 31, 1997. The June Bonds are convertible in whole or in part at any
time prior to payment or prepayment into one thousand (1,000) shares of common
stock of the Company for each one thousand dollars ($1,000) of principal amount
outstanding. Interest on the June Bonds is payable at maturity or upon
prepayment or conversion thereof.
Page 9
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit No. Description
- ---------- -----------
2.1 Amended and Restated Agreement of Merger and Plan of Reorganization,
dated as of January 24, 1994 by and among Servtex International Inc.,
Kingston Technologies, Inc., KTI Acquisition Corp. and certain
affiliates of Servtex International Inc., filed pursuant to Rule 14a-6
as Exhibit F to Proxy Statement of the Registrant (then Servtex
International Inc.), dated February 12, 1994, and incorporated by
reference herein.
2.2 Agreement of Merger, dated as of February 23, 1994 by and between
Servtex International Inc. and HYMEDIX, Inc., filed pursuant to Rule
14a-6 as Exhibit A to Proxy Statement of the Registrant (then Servtex
International Inc.), dated February 12, 1994, and incorporated by
reference herein.
3.1 Certificate of Incorporation, filed pursuant to Rule 14a-6 as Exhibit
B to Proxy Statement of the Registrant (then Servtex International
Inc.), dated February 12, 1994, and incorporated by reference herein.
3.2 Certificate of Designation, Preference and Rights of Series A
Redeemable Preferred Stock, filed as Exhibit (2) to Form 8-K, dated
February 23, 1994, of the Registrant and incorporated by reference
herein.
3.3 By-Laws of the Registrant, filed pursuant to Rule 14a-6 as Exhibit C
to Proxy Statement of the Registrant (then Servtex International
Inc.), dated February 12, 1994, and incorporated by reference herein.
4.1* Specimen Certificate of the Registrant's Common Stock, $.001 par
value.
10.1* Form of the Underwriter's Warrant issued to First Flushing Securities,
Inc. as a broker's fee for negotiating the merger of KTI Acquisition
Corp., a Delaware corporation and wholly-owned subsidiary of the
Registrant with and into HYMEDIX International.
10.2** Option and License Agreement dated November 7, 1986 by and between
HYMEDIX International and ORC, as amended by Amendment Number 1 to
Option and License Agreement dated January 9, 1987.
10.3* Promissory Note, dated January 9, 1987, made by HYMEDIX International
to the order of ORC, for $500,000.
Page 10
<PAGE>
10.4* Indenture of Lease dated July 7, 1987 by and between Fresh Ponds
Associates and HYMEDIX International, as amended by First Amendment to
Lease, dated September 13, 1993, Second Amendment to Lease, dated
September 15, 1993, and Third Amendment to Lease, dated January 15,
1994; and the related Installment Promissory Note, dated October 1,
1993, made by HYMEDIX International to the order of Fresh Ponds
Associates for $404,300.90.
10.5* Promissory Note, dated September 29, 1987, made by HYMEDIX
International to the order of ORC, for $1,000,000.
10.6** Agreement, dated December 22, 1988, by and between Kingston Hydrogels
Limited Partnership and LIPO Chemicals, Inc., as amended by Amendment
No. 1, effective June 1, 1990 and as further amended by Amendment
Agreement, dated June 14, 1990.
10.7* Loan and Security Agreement, dated October 30, 1989, by and between
HYMEDIX International and Pilkington Visioncare, Inc. ("PVI").
10.8* Promissory Note in the amount of $1,000,000, dated October 30, 1989,
by HYMEDIX International, in favor of PVI
10.9* Assignment of Patent, dated October 30, 1989 by HYMEDIX International
in favor of PVI. 10.10** License and Supply Agreement, dated October
30, 1989, between HYMEDIX International and PVI, along with Addendum
thereto dated July 10, 1991.
10.11* Contribution Agreement, dated August 7, 1990, by and between Kingston
Technologies Limited Partnership ("KTLP") and HYMEDIX International.
10.12* Royalty Assignment Agreement, effective August 8, 1990, by and between
HYMEDIX International and Research Corporation Technologies, Inc.
("RCT").
10.13* Assignment of Patents, dated August 8, 1990, by KTLP in favor of
HYMEDIX International.
10.14* Form of Amended and Restated Warrant to Purchase Common Stock, dated
February 23, 1994, delivered to Cheung Hok Sau.
10.15* Form of Amended and Restated Common Stock Purchase Warrant, dated
February 23, 1994, made by the Registrant to the Trustees of Boston
University.
10.16* Right to Purchase Agreement, dated June 30, 1992, between HYMEDIX
International and Lipo Chemicals, Inc.
Page 11
<PAGE>
10.17* License Agreement, dated June 30, 1992, between HYMEDIX International
and Lipo Chemicals, Inc.
10.18* Form of Amended and Restated Common Stock Purchase Warrant, dated
February 23, 1994, made by the Registrant to Synreal Corporation N.V.
10.19* Form of Amended and Restated Common Stock Purchase Warrant, dated
February 23, 1994, made by the Registrant to Azreal Corporation N.V.
10.20* Form of Amended and Restated Common Stock Purchase Warrant, dated
February 23, 1994, made by the Registrant to Dr. Hsia Fu Chao.
10.21 Amended and Restated 1991 Incentive and Non-Qualified Stock Option
Plan, filed pursuant to Rule 14a-6 as Exhibit E to Proxy Statement of
the Registrant (then Servtex International Inc.), dated February 12,
1994, and incorporated by reference herein.
10.22* Employment Agreement, dated April 3, 1992, by and between HYMEDIX
International and Alan L. Hershey, as amended by Agreement, dated
January 4, 1993.
10.23* Form of Amended and Restated Common Stock Purchase Warrant, dated
February 23, 1994, made by the Registrant to First Taiwan Investment
Holding Inc.
10.24* Registration Rights Agreement, dated May 28, 1993, by and between
HYMEDIX International and the Trustees of Boston University.
10.25* Form of Amended and Restated Common Stock Purchase Warrant, dated
February 23, 1994, made by the Registrant to the Trustees of Boston
University.
10.26* Form of Amended and Restated Common Stock Purchase Warrant, dated
February 23, 1994, made by the Registrant to First Taiwan Investment
and Development Inc.
10.27* Amended and Restated Registration Rights Agreement, dated February 23,
1994, by and among RCT, First Taiwan Investment Holding Inc. and First
Taiwan Venture Capital Inc.
Page 12
<PAGE>
10.28** Marketing and Distribution Agreement, dated July 30, 1993, by and
between HYMEDIX International and Brady Medical Products, Co.
10.29* Evaluation Agreement, dated December 1, 1993, by and between HYMEDIX
International and Alcon Laboratories, Inc.
10.30* Capital Contribution Agreement, dated February 23, 1994, by and
between the Registrant and RCT.
10.31* Demand Registration Rights Agreement, dated February 23, 1994, by and
between the Registrant RCT.
10.32* Option to Wall Street Group.
10.33* Redeemable Common Stock Purchase Warrant, dated February 23, 1994,
made by the Registrant to First Taiwan Investment Holding Inc.
10.34* Form of Warrant issued to Selling Stockholders (Domestic) in the
private placements which closed February, 1994.
10.35* Form of Warrant issued to Selling Stockholders (International) in the
private placements which closed February, 1994.
10.36** Development Services and Licensing Agreement, dated December 20, 1991,
between HYMEDIX International and W. L. Gore and Associates, Inc.
10.37* Joint Venture Agreement, dated May 31, 1994, by and among the
Registrant, Beijing General Pharmaceutical Corp., First Taiwan
Investment Banking Group and Technological Innovation Corporation of
China.
10.38*** Agreement, dated November 29, 1994, by and between HYMEDIX
International and Bausch & Lomb.
10.39*** Director Stock Option Plan, effective as of May 31, 1994.
10.40**** Development Services and Licensing Agreement, dated December 20, 1991,
between HYMEDIX International and W. L. Gore and Associates, Inc.
10.41**** Distribution, Kno-How Transfer, Licensing and Manufacturing and
Supply Agreement dated August 21, 1995, by and between HYMEDIX
International, Inc. and Europa Magnetics Corporation.
Page 13
<PAGE>
10.42# Master Terms and Conditions For Purchase Orders dated September 19,
1995, by and between Home Shopping Club, Inc. and HYMEDIX
International, Inc.
10.43## Convertible Bond Purchase Agreement, effective February 27, 1996, by
and among the Company, HYMEDIX International, First Taiwan Investment
and Development, Inc., and the Purchasers (as defined therein).
10.44## Convertible Bond Purchase Agreement, effective March 5, 1996, by and
among the Company, HYMEDIX International, and Su Chen Huang.
10.45### Security Agreement dated as of August 8, 1996, by and among the
Company and the Bondholder Representative (as defined therein).
10.46 Restated Agreement between HYMEDIX International, Inc. and ProCyte
Corporation dated as of November 20, 1997.
21* Subsidiaries of the Registrant.
27 Financial Data Schedule.
- -----------------------
* Previously filed as an Exhibit to the Registrant's Form SB-2
Registration Statement (No. 33-78638) originally filed on May 5, 1994
and incorporated herein by reference.
** Previously filed (and Confidential Treatment requested pursuant to
Rule 406 under the Securities Act) as an Exhibit to the Registrant's
Form SB-2 Registration Statement (No. 33-78638) originally filed on
May 5, 1994 and incorporated herein by reference.
*** Previously filed as an Exhibit to the Registrant's Form 10-KSB
originally filed April 17, 1995.
**** Previously filed (and Confidential Treatment requested pursuant to
Rule 24-b2 under the Securities Exchange Act of 1934) as an Exhibit to
the Registrant's Amendment No. 1 to Form 10-KSB/A originally filed
April 30, 1995.
**** Previously filed as an Exhibit to the Registrant's Form 10-QSB
originally filed November 15, 1995.
# Previously filed as an Exhibit to the Registrant's Form 10-KSB
originally filed March 30, 1996
## Previously filed as an Exhibit to the Registrant's Form 10-QSB
originally filed May 15, 1996.
### Previously filed as an Exhibit to the Registrant's Form 10-QSB
originally filed November 13, 1996.
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the
fourth quarter of 1997.
Page 14
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
HYMEDIX, INC.
(Registrant)
Date: April 30, 1997 By: /s/ Charles K. Kiment, Ph.D.
-----------------------------
Charles K. Kiment, Ph.D.
President (Principal Executive Officer)
Date: April 30, 1997 By: /s/ William G. Gridley, Jr.
---------------------------
William G. Gridley, Jr.
Chairman, Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Page 15
RESTATED AGREEMENT
BETWEEN HYMEDIX INTERNATIONAL, INC.
AND
PROCYTE CORPORATION
This RESTATED AGREEMENT (this "Agreement"), dated as of NOVEMBER 20TH
1997, is entered into by and between PROCYTE CORPORATION, a Washington
corporation ("ProCyte"), and HYMEDIX INTERNATIONAL, INC., a Delaware corporation
("Hymedix").
RECITALS
A. ProCyte and Hymedix entered into an agreement dated as of November
15, 1995 relating to certain polymer technology of Hymedix (the "Original
Agreement").
B. The parties now desire to amend and restate the Original Agreement
as set forth below, which among other things reduces the scope of ProCyte's
license rights, changes the consideration to be paid by ProCyte (i.e., to a one
time payment and delivery of material) and reduces certain obligations of the
parties to each other.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and covenants
contained herein, the parties agree as follows:
SECTION 1. DEFINITIONS
As used herein:
1.1 "Affiliate" shall mean, with respect to a party, any other business
entity which directly or indirectly controls, is controlled by, or is under
common control with, the party. The direct or indirect ownership of at least
fifty percent (50%) of the voting securities of a business entity, or of an
interest in the assets, profits or earnings of a business entity, shall be
deemed to constitute control of the business entity. The current Affiliate of
Hymedix is its parent corporation Hymedix, Inc., a Delaware corporation. ProCyte
currently has no Affiliates.
1.2 "Europa Agreement" shall mean the Distribution, Know-how Transfer,
Licensing and Manufacturing and Supply Agreement dated August 21, 1995 between
Europa Magnetics Corporation Limited. incorporated under the laws of England
("Europa"), and Hymedix, as
<PAGE>
-2-
supplemented and amended by a Supplemental Agreement dated November 15, 1995.
1.3 "Excluded Territory" shall mean the countries set forth in Exhibit
1.3 attached hereto so long as the Europa Agreement is in effect.
1.4 "FDA" shall mean the U.S. Food and Drug Administration or any
successor entity thereto.
1.5 "Field" shall mean wound care, including, but not limited to, the
treatment, management or care of any acute or chronic wound by dressings, by the
delivery of drugs or other agents to the wounds or by other methods or products,
whether such wound is caused, for example, by diabetic, venous stasis or
decubitus ulcers, by injury, by surgery, by bums or by other events or means.
1.6 "Important Patent Rights" shall mean those patents and patents
issuing on those patent applications identified in paragraphs 1, 3, 5, 10, 11
and 15 of Exhibit 1.8 (i.e., U.S. patents nos. 4,943,618, 5,252,692, 4,379,874,
4,420,589, 4,331,783 and U.S. patent application no. 08/201,357), and any
foreign counterparts, divisions, extensions, reexaminations, reissues,
substitutions. renewals, continuations or continuations in part thereof.
1.7 "Licensed Technology" shall mean the Patent Rights and all
copyrights, trade secrets and know-how owned or controlled (including licensed)
by Hymedix or an Affiliate of Hymedix as of the date of the Original Agreement
or thereafter (including after the date hereof) relating to polymers, hydrogels
or drug delivery, including, but not limited to, HYPAN structural hydrogels,
HYPAN transient network hydrogels, HYPAN, Ionic HYPAN SA. Taupan, Tpan, HyQ and
any improvements thereto. Trade secrets and know-how include, but are not
limited to, data, materials, scientific and technical information, formulations,
methods of manufacture, mechanisms of action. sources, clinical uses and
results, regulatory filings, testing protocols, packaging, suppliers of raw
materials and packaging, etc.
1.8 "Patent Rights" shall mean the patents and patent applications set
forth in Exhibit 1.8 attached hereto, any foreign counterparts thereof, any
other patents or patent applications owned or controlled (including licensed) by
Hymedix or its Affiliates as of the date of the Original Agreement or thereafter
(including after the date hereof) relating to polymers, hydrogels or drug
delivery in the Territory and any patents issuing thereon and any divisions,
extensions. reexaminations.
<PAGE>
-3-
reissues. substitutions, renewals. continuations or continuations in part
thereof.
1.9 "Product" shall mean any product for the Field that incorporates,
is based on or is made through the use of, any of the Licensed Technology and
that uses absorbent polymers in the form of beads, pellets, strands or similar
form, which are encased in or incorporated into a permeable encasement.
1.10 "SKY" shall mean S.K.Y. Polymers, Inc., a Delaware corporation,
that is majority-owned and controlled by Dr. Vladimir Stoy.
1.11 "Territory" shall mean the entire world, except the Excluded
Territory shall be excluded to the extent the Licensed Technology for the Field
is licensed to Europa under the Europa Agreement for the Field. The Territory
shall be increased to the extent countries comprising the Excluded Territory are
dropped from the territory covered by the Europa Agreement or to the extent
Europa's license rights under the Europa Agreement to the Intellectual Property
(as defined in the Europa Agreement), which is included in the Licensed
Technology, are reduced.
SECTION 2. GRANT OF RIGHTS
Subject to the terms of this Agreement, Hymedix hereby grants to
ProCyte the sole and exclusive license under the Licensed Technology to make,
have made, use and sell Products in the Territory for the Field. The foregoing
license shall be exclusive even as to Hymedix and its Affiliates and shall
include the right of ProCyte to sublicense others. ProCyte shall notify Hymedix
within ten (10) days after granting any sublicenses.
SECTION 3. PAYMENT
ProCyte shall pay Hymedix one hundred twenty-five thousand dollars
($125,000) within ten (10) days of the date of this Amendment as a payment in
full for all of the obligations, licenses, representations and warranties of
Hymedix, under the Agreement and shall not be obligated to make any further
payments to Hymedix under the Original Agreement or this Agreement, except for
royalties accruing under the Original Agreement through the date of this
Agreement. In addition, in the event the Europa Agreement is modified, amended,
terminated or adjusted to the satisfaction of ProCyte, such that the "Territory"
hereunder becomes worldwide, ProCyte shall pay Hymedix twenty-five thousand
dollars ($25,000) within ten (10) days after receiving written confirmation
<PAGE>
-4-
thereof. It is recognized and agreed that Hymedix will retain its rights to the
two hundred thousand (200,000) shares of common stock of ProCyte in accordance
with the Stock Acquisition Agreement dated as of November 15, 1995 between the
parties, the last fifty thousand (50,000) shares of which will vest (and not
longer be subject to a risk of forfeiture) on November 15, 1997. Upon payment of
such one hundred fifty thousand dollars ($150,000), ProCyte's license under
Section 2 shall become fully paid up, irrevocable and non-terminable by Hymedix.
SECTION 4. SUPPLY OF MATERIAL
4.1 Pan from ProCyte
Within ten (10) days after the date of this Amendment, ProCyte will
ship to Hymedix with freight prepaid and without charge to Hymedix approximately
12,000 lbs. of polyacrylonitrile type A.
4.2 Pan from Hymedix
Hymedix shall have no further obligation to supply polyacrvlonitrile
type A under Section 6.1 of the Original Agreement.
SECTION 5. CONFIDENTIALITY
For a period of five (5) years after the date first written above, each
party shall keep confidential and not disclose or use (except as contemplated by
this Agreement) any proprietary or confidential information received from the
other party. The foregoing obligation of nondisclosure and nonuse shall not
apply to any information which (a) is independently developed by the other party
as shown by suitable documentary evidence, (b) is already known to the recipient
at the time of disclosure, (c) is or becomes public knowledge through no fault
of the recipient, (d) is received without an obligation of confidentiality from
a third party having the lawful right to disclose same, (e) the disclosing party
approves in writing may be disclosed, or (f) is required by law to be disclosed,
provided the recipient has used reasonable efforts to secure confidential
treatment of the information and given prior written notice to the other party.
With respect to Licensed Technology that is proprietary or confidential
information, ProCyte may disclose such information to its Affiliates,
sublicensees, consultants, outside contractors and clinical investigators, on a
need-to-know basis, on condition that such persons or entities agree to keep the
information confidential upon substantially the same terms as set forth herein,
(ii) ProCyte or its Affiliates or sublicensees may disclose the information to
Governmental or other
<PAGE>
-5-
regulatory authorities to the extent that such disclosure is reasonably
necessary to obtain patents 6r authorizations to conduct clinical trials,
provided the disclosing party shall request confidential treatment thereof, and
(iii) ProCyte or its Affiliates or sublicensees may disclose the information to
the extent necessary to market Products commercially.
This Section 5 shall, after the date of the Original Agreement, apply
to all confidential or proprietary information that the parties disclosed to
each other or their Affiliates prior to the date thereof The parties'
obligations prior to the date of the Original Agreement are governed by a Mutual
Confidentiality and Non-disclosure Agreement dated May 30, 1995.
SECTION 6. JOINT PATENTS
The parties acknowledge and agree that there are no Joint Pan Patents
or Other Joint Patents (as such terms are defined in the Original Agreement).
SECTION 7. PATENT PROSECUTION AND MAINTENANCE
7.1 Patent Rights
Hymedix. shall, at its expense, diligently and in good faith file,
prosecute, issue and maintain the Important Patent Rights in the United States,
Germany, United Kingdom and Japan. Hymedix shall confer with ProCyte and its
counsel regarding the filing, prosecution, issuance and maintenance of such
Important Patent Rights and shall provide to ProCyte copies of any official
action within thirty (30) days of receipt and advance copies of, with the
opportunity for ProCyte to discuss and offer proposed changes to, any proposed
filing, submission or other correspondence by Hymedix or its licensors and
patent counsel. In the event Hymedix elects to abandon or not file on any
Important Patent Rights, it shall promptly notify ProCyte (but in any event no
later than thirty (30) days in advance of any deadline) and allow and assist
ProCyte, at ProCyte's election and expense, to pursue such Important Patent
Rights, in which event such Important Patent Rights shall be assigned to ProCyte
and nonexclusively licensed to Hymedix by ProCyte for all purposes not related
to Products.
<PAGE>
-6-
7.2 Cooperation
Each party shall cooperate and assist the other party in connection
with the filing, prosecution, issuance, reexamination and maintenance of Patent
Rights. Where appropriate, each party shall sip, or cause to have signed, all
documents relating to the patent applications or patents for the Patent Rights.
SECTION 8. ENFORCEMENT OF PATENTS
8.1 Exclusive License Rights
Upon learning of the infringement of the Patent Rights in the Territory
by a Product made, used or sold by other than ProCyte or its Affiliates or
sublicensees, a party shall promptly notify the other party in writing of the
infringement and the evidence pertaining to such infringement. ProCyte shall
have three (3) months from the date of learning of the infringement to abate the
infringement or to file suit against at least one of the infringers, at its sole
expense, following consultation with Hymedix. ProCyte shall not be obligated to
bring or maintain more than one such suit at any time with respect to infringers
of the same patent. If counsel reasonably concludes that Hymedix is a necessary
or indispensable party to such suit, ProCyte may use the name of, or join,
Hymedix.
If ProCyte does not bring the suit within the time set forth in the
preceding paragraph, Hymedix shall have the right to take whatever action it
deems appropriate in its own name or, if required by law, in the name of ProCyte
whose exclusive license rights are being infringed.
All monies recovered upon the final judgment or settlement of any
infringement suit shall, after reimbursement of the expenses of the parties
bringing any such suit (including reasonable attorneys' fees), be shared by the
parties in a ratio of 85:15 where eighty-five percent (85%) goes to the party
who brought the suit and fifteen percent (15%) goes to the other party.
8.2 Assistance
Both parties shall fully cooperate with and assist each other in
matters pertaining to infringement suits brought under Section 8. 1.
<PAGE>
-7-
8.3 Settlement
The party bringing the infringement suit covered by this Section 8
shall not settle the suit or otherwise consent to an adverse judgment in such
suit in a manner that diminishes the rights or interests of the other party
without the other party's written consent, which consent shall not be
unreasonably withheld. The other party shall have the right to participate, at
its expense and with counsel of its choosing, in an infringement suit brought by
the other party to the extent its rights in any patents or other proprietary
rights are being challenged.
SECTION 9. WARRANTIES AND REPRESENTATIONS
9.1 Both Parties
Each party hereby represents and warrants to the other that:
(a) It (i) is a corporation duly organized, validly existing and in
good standing under the laws of the state in which it is incorporated, (ii) has
the corporate power and authority and the legal right to own and operate its
property and assets, to lease the property and assets it operates under lease,
and to carry on its business as it is now being conducted, and (iii) is in
compliance with all requirements of applicable law, except to the extent that
any noncompliance would not have a material adverse effect on its properties,
business, financial or other condition or ability to perform its obligations
under this Agreement.
(b) It (i) has the corporate power and authority and the legal right to
enter into this Agreement and to perform its obligations hereunder and (ii) has
taken all necessary corporate action on its part to authorize the execution and
delivery of this Agreement and the performance of its obligations hereunder.
This Agreement has been duly executed and delivered on its behalf and
constitutes a legal, valid and binding obligation, enforceable against it in
accordance with its terms.
(c) All necessary consents, approvals and authorizations of all
governmental authorities and other persons required to be obtained in connection
with its execution, delivery and performance of this Agreement have been
obtained.
(d) Notwithstanding anything to the contrary in this Agreement, its
execution, delivery and performance of this Agreement (i) will not conflict with
or violate any requirement of applicable laws or regulations
<PAGE>
-8-
and (ii) will not conflict with, violate or breach or constitute a default or
require any consent under any of its contractual obligations.
9.2 Hymedix
Hymedix hereby represents and warrants to ProCyte that:
(a) Notwithstanding anything to the contrary in this Agreement, its
execution, delivery and performance of this Agreement will not conflict with,
violate, breach or constitute a default or require any consent under any
contractual obligations of its Affiliates, including Hymedix, Inc.
(b) Hymedix and its Affiliates have not granted, and will not grant
during the term of this Agreement. any rights or licenses in the Licensed
Technology in the Territory for Products.
(c) All patents and patent applications included in the Patent Rights
have been assigned to Hymedix or, with respect to items 16 through 26 on Exhibit
1.8, have been licensed (with right to sublicense) to Hymedix by SKY.
(d) Except for Licensed Technology licensed by Hymedix from SKY, all
the current Licensed Technology is owned by Hymedix and none of it is licensed
from third parties. The Licensed Technology is free and clear of any liens,
claims, encumbrances or rights of others for use in the Territory for the Field.
(e) True and correct copies of the Europa Agreement have been delivered
to ProCyte, which has not been modified. changed, waived or materially breached
in any respect.
(f) Hymedix or its Affiliates have not received or been notified of any
claim of infringement or misappropriation of any alleged rights asserted by
another party that relate to the Licensed Technology in the Territory for the
Field.
(g) The making, using and selling of polymers and hydrogels described
in the patents and patent applications and other Products based on the Licensed
Technology in the Field will not infringe any rights of others and will not
require a license from, or royalty payment to, another party, other than to SKY,
which Hymedix shall pay.
(h) Hymedix and its Affiliates are not aware of any patents. pending
patent applications or proprietary rights of any third party which
<PAGE>
-9-
could materially affect the ability of ProCyte to use the Licensed Technology as
licensed hereunder.
(i) SKY or Dr. Vladimir Stoy does not have any patents, pending patent
applications, patentable inventions or trade secrets that have not been licensed
to Hymedix and included in the Licensed Technology in the Territory that could
be useful for Products.
(j) All consultants and employees of Hymedix and its Affiliates are
obligated to keep confidential and not disclose to others any of the Licensed
Technology or information received from ProCyte upon terms, substantially the
same as those set forth in Section 5.
(k) Hymedix and its Affiliates are not aware of any party that has
infringed or misappropriated, or is or may soon be infringing, the Licensed
Technology in the Territory for the Field.
9.3 ProCyte
ProCyte hereby represents and warrants to Hymedix that all consultants
and employees of ProCyte are obligated to keep confidential and not disclose to
others any of the Licensed Technology or information received from Hymedix upon
terms substantially the same as those set forth in Section 5.
SECTION 10. COVENANTS
Hymedix covenants and agrees that:
10.1 Hymedix and its Affiliates shall not knowingly sell or provide,
whether directly or indirectly, any form of DuPont Pan or other form of
polyacrvlonitrile, polymers, HYPAN or product to anyone who Hymedix or its
Affiliates know or have reason to suspect will use or sell such material in the
Territory for Products.
10.2 Hymedix shall not increase the rights of Europa in the Excluded
Territory for Products without the prior written consent of ProCyte.
SECTION 11. INDEMNIFICATION
ProCyte shall indemnify and hold harmless Hymedix. its Affiliates,
directors, employees and agents from any liability for damage to or loss of
property or injury to or death of any persons arising out of ProCyte's
<PAGE>
-10-
possession or use of the Licensed Technology, except to the extent such damage,
loss, injury or death results from the negligence or willful misconduct of
Hymedix. Upon receipt by Hymedix of any claim or suit with respect to which
ProCyte is required to provide indemnification hereunder, Hymedix shall promptly
notify ProCyte and permit ProCyte to handle and control the defense of such
claim or suit. ProCyte shall have the sole right to settle such claim or suit.
Hymedix shall indemnify and hold harmless ProCyte, its Affiliates,
directors, employees and agents from any liability, claim. damage, loss, cost or
expense (including reasonable attorneys' fees) arising from or related to any
breach of this Agreement by Hymedix. (including a breach of representation or
warranty).
SECTION 12. TRADEMARKS
ProCyte shall reassign to Hymedix all right, title and interest in and
to the registered trademark "HySorb" that had been assigned to ProCyte pursuant
to Section 17.1 of the Original Agreement. ProCyte's right and license to use
any trademarks of Hymedix is hereby terminated.
SECTION 13. TERM AND TERMINATION
13.1 Term
This Agreement shall remain in full force and effect until the
expiration of the last to expire of any patents included in the Patent Rights.
Upon expiration of the term of this Agreement, ProCyte shall have a fully
paid-up, royalty-free, perpetual license to use the Licensed Technology
nonexclusively in the Territory for Products.
13.2 Termination
(a) ProCyte shall have the right to terminate this Agreement at any
time upon sixty (60) days' prior written notice to Hymedix.
(b) If ProCyte fails to makes the payment due under Section 3 to
Hymedix, Hymedix shall have the right to terminate this Agreement fifteen (15)
days after giving ProCyte notice of such failure and Hymedix's intent to
terminate unless ProCyte makes such payment within such fifteen (15) day period.
<PAGE>
-11-
13.3 Disposition of Products
Upon termination of this Agreement or a portion of the license, ProCyte
(and its Affiliates and sublicensees) shall have the right to complete any work
in progress and sell or otherwise dispose of any affected Product within the
next twelve (12) months.
SECTION 14. MISCELLANEOUS
14.1 Counterparts
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
14.2 Modification
No amendment or modification hereof shall be valid or binding upon the
parties unless made in writing and signed by authorized representatives of the
parties.
14.3 Integration
This Agreement embodies the entire understanding of the parties and
shall supersede all previous communications, representations or understandings,
either oral or written, between the parties relating to the subject matter
hereof.
14.4 Severability
In case any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provisions hereof, but this Agreement shall be construed as if such
invalid or illegal or unenforceable provisions had never been contained herein.
14.5 Independent Contractors
Nothing in this Agreement shall constitute or be deemed to constitute a
partnership or agency between the parties hereto.
<PAGE>
-12-
14.6 Headings
The headings of this Agreement are inserted for convenience only and
shall not be used in the interpretation of this Agreement.
14.7 Survival
The rights and obligations of the parties under Sections 5, 11, 13.1
(in the case of expiration), and 13.3 and any accrued obligations shall survive
expiration or termination of this Agreement.
14.8 Governing Laws
This Agreement shall be governed by and construed in accordance with
the laws of the State of Washington (regardless of its or any other
jurisdiction's choice-of-law principles).
14.9 Use of Names, Trade Names and Trademarks
Nothing contained in this Agreement shall be construed as conferring
any right to use in advertising, publicity or other promotional activities any
name, trade name, trademark or other designation of either party hereto
(including any contraction, abbreviation or simulation of any of the foregoing)
except where, upon advice of counsel, such use is required to comply with any
law or regulation of a governing body having jurisdiction over a party or over
the making, using or selling of any Product.
14.10 Notices and Communications
Any notice or any other communication required or permitted to be given
to a party pursuant hereto shall be sufficiently given if delivered personally
or by telecopy or express courier service (expenses prepaid) to the address set
forth below:
ProCyte: ProCyte Corporation
P.O. Box 808
Redmond, WA 98073
U.S.A.
Attn: President
FAX: (425) 869-8801
<PAGE>
-13-
Hymedix: Hymedix International, Inc.
2235 Route 130
Dayton, NJ 08810
U.S.A.
Attn: President
FAX: (732) 274-2426
or to such other address as the party shall designate by written notice given to
the other party.
14.11 Waivers
No waivers of any right under this Agreement shall be deemed effective
unless contained in a writing signed by the party charged with such waiver, and
no waiver of any right arising from any breach or failure to perform shall be
deemed to be a waiver of any future right or of any other right arising under
this Agreement.
14.12 Review of Agreement
This Agreement has been submitted to the scrutiny of both parties and
their counsel and shall be given a fair and reasonable interpretation in
accordance with the words hereof, without consideration or weight being given to
its being drafted by or for one of the parties.
14.13 Rights of Bankruptcy
All rights in the Licensed Technology granted under or pursuant to this
Agreement by Hymedix are, and shall otherwise be deemed to be, for purposes of
Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to "intellectual
property" as defined under Section 101 of the U.S. Bankruptcy Code. ProCyte, as
licensee of such rights under this Agreement, shall retain and may fully
exercise all its rights and elections under the U.S. Bankruptcy Code. In the
event of the commencement of a bankruptcy proceeding by or against Hymedix under
the U.S. Bankruptcy Code, ProCyte shall be entitled to complete access to (or a
complete duplicate of. as appropriate) any such intellectual property and all
embodiments of such intellectual property, and the same. if not already in
ProCyte's possession, shall be promptly delivered to ProCyte (a) upon any such
commencement of a bankruptcy proceeding upon ProCyte's written requests
therefor, unless Hymedix elects to continue to perform all of its obligations
under this Agreement or (b) if not delivered under (a) above, upon the rejection
of this Agreement by or on behalf of Hymedix and upon written request therefor
by ProCyte.
<PAGE>
-14-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
PROCYTE CORPORATION
BY /s/ John F. Clifford
______________________________________________
HYMEDIX INTERNATIONAL, INC.
BY /s/ William Gridley
______________________________________________
<PAGE>
-15-
EXHIBIT 1.3
Excluded Territory
Afghanistan
Bahrain
Bangladesh
Bhutan
Brunei
Burma
Republic of China, including Taiwan, Mainland China
Cyprus
Hong Kong
India
Indonesia
Iran
Iraq
Israel
Japan
Jordan
Kampuchea
Korea (North and South)
Kuwait
Laos
Lebanon
Malaysia
Maldives
Marshall Islands
Mongolia
Nepal
Oman
Pakistan
Philippines
Qatar
Saudi Arabia
Singapore
Sri Lanka
Syria
Turkey
Thailand
United Arab Emirates
Vietnam
Yemen (Aden and Sana)
<PAGE>
-16-
EXHIBIT 1.8
Patents and Patent Applications
<TABLE>
<S> <C> <C>
1. Patent No.: U.S. Patent No. 4,943,618
Title: METHOD FOR PREPARING POLYACRYLONITRILE
COPOLYMERS BY HETEROGENEOUS REACTION
OF POLYACRYLONITRILE AQUAGEL
Serial No.: 135,070
Filed: December 18, 1987
Issued: July 24, 1990
Assignee: Hymedix International, Inc.
Corresponding Foreign:
2. Appl. No.: European Application No. 88311824.2
Title: METHOD FOR PREPARING POLYACRYLONITRILE
COPOLYMERS BY HETEROGENEOUS REACTION
OF POLYACRYLONITRILE AQUAGEL
Status: Pending
3. Patent No.: U. S. Patent No. 5,252,692
Title: HYDROPHILIC ACRYLIC COPOLYMERS AND
METHOD OF PREPARATION
Serial No.: 617,177
Filed: November 23, 1990
Issued: October 12, 1993)
Assignee: Hymedix International. Inc.
4. Patent No.: U. S. Patent No. 5,218,039
Title: PAN EMULSION
Serial No.: 043,327
Filed: April 28.1987
Issued: June 8, 1993
Assignee: Hymedix International, Inc.
5. Patent No.: U.S. Patent No. 4,379,874
Title: POLYMER COMPOSITION COMPRISING
POLYACRYLONITRILE POLYMER AND
MULTI-BLOCK COPOLYMER
Serial No.: 166,032
Filed: July 7, 1980
Issued: April 12, 1983
Assignee: Hymedix International, Inc.
<PAGE>
-17-
<CAPTION>
Corresponding Foreigns:
<S> <C> <C>
6. Patent No.: EP 094 980
Title: POLYMER COMPOSITION COMPRISING
POLYACRYLONITRILE POLYMER AND
MULTI-BLOCK COPOLYMER
7. Patent No.: JP 88028459
Title: POLYMER COMPOSITION COMPRISING
POLYACRYLONITRILE POLYMER AND MULTI-
BLOCK COPOLYMER
8. Patent No.: CA 1,177,190
Title: POLYMER COMPOSITION COMPRISING
POLYACRYLONITRILE POLYMER AND MULTI-
BLOCK COPOLYMER
9. Patent No.: DE 3278362
Title: POLYMER COMPOSITION COMPRISING
POLYACRYLONITRILE POLYMER AND MULTI-
BLOCK COPOLYMER
10. Patent No.: U.S. Patent No. 4,420,589
Title: POLYMER COMPOSITION INCLUDING
POLYACRYLONITRILE POLYMERS AND
PROCESS FOR PREPARING SAME
Serial No.: 423,731
Filed: September 27, 1982
Issued: December 13, 1983
Assignee: Hymedix International, Inc.
11. Patent No.: U. S. Patent No. 4,331,783
Title: NOVEL BLOCK COPOLYMERS INCLUDING
ACRYLONITRILE SEQUENCES AND GLUTARIMIDE
UNITS AND PROCESSES FOR PREPARING SAME
Serial No.: 188,224
Filed: September 17, 1980
Issued: May 25, 1982
Assignee: Hymedix International, Inc.
<PAGE>
-18-
<S> <C> <C>
12. Patent No.: U.S. Patent No. 4,369,294
Title: NOVEL BLOCK COPOLYMERS INCLUDING
ACRYLONITRILE SEQUENCES AND
GLUTARDAIDE UNITS AND PROCESSES
FOR PREPARING SAME
Serial No.: 323,468
Filed: November 20, 1981
Issued: January 18, 1983
Assignee: Hymedix International, Inc.
13. Patent No.: U. S. Patent No. 4,337,327
Title: NOVEL BLOCK COPOLYMERS INCLUDING
ACRYLONITRILE SEQUENCES AND SEQUENCES
INCLUDING UNITS DERIVED FROM
GLUTARIMIDE UNITS AND PROCESSES FOR
PREPARING SAME
Serial No.: 188,060
Filed: September 17, 1980
Issued: June 29, 1982
Assignee: Hymedix International, Inc.
14. Patent No.: U.S. Patent No. 4,370,451
Title: NOVEL BLOCK COPOLYMERS, INCLUDING
ACRYLONITRILE SEQUENCES AND SEQUENCES
INCLUDING UNITS DERIVED FROM
GLUTARIMIDE UNITS AND PROCESSES
FOR PREPARING SAME
Serial No.: 346,417
Filed: February 8, 1982
Issued: January 25, 1983
Assignee: Hymedix International, Inc.
15. Appl. No.: U.S. Serial No. 08/201,357
Title: NOVEL NITROGEN-CONTAINING DRUG FORMS
FOR CONTROLLED RELEASE
Filed: February 24, 1994
Status: Pending
Assignee: Hymedix International, Inc.
<PAGE>
-19-
<S> <C> <C>
16. Patent No.: U.S. Patent No. 4,021,382
Title: METHOD FOR THE PREPARATION OF
HYDROPHILIC SPONGY GELS
Serial No.: 434,944
Filed: January 21, 1974
Issued: May 3, 1977
Assignee: Ceskoslovenska akademie ved
17. Patent No.: U.S. Patent No. 4,053,442
Title: METHOD FOR MANUFACTURING SHAPED
ARTICLES FROM MULTI-BLOCK COPOLYMERS
Serial No.: 605,509
Filed: August 18, 1975
Issued: October 11, 1977
Assignee: Ceskoslovenska akademie ved
18. Patent No.: U.S. Patent No. 4,076,921
Title: METHOD FOR PRODUCING GLYCOL
METHACRYLATE OR GLYCOL ACRYLATE
POLYMERS AND COPOLYMERS
Serial No.: 297,390
Filed: October 13, 1972
Issued: February 28, 1978
Assignee: Ceskoslovenska akademie ved
19. Patent No.: U.S. Patent No. 4,107,121
Title: IONOGENIC HYDROPFULIC WATER-INSOLUBLE
GELS FROM PARTIALLY HYDROLYZED
ACRYLONITRILE POLYMERS AND COPOLYMERS,
AND A METHOD OF MANUFACTURING SAME
Serial No.: 633,786
Filed: November 20, 1975
Issued: August 15, 1978
Assignee: Ceskoslovenska akademie ved
20. Patent No.: U.S. Patent No. 4,110,529
Title: METHOD OF MANUFACTURING SPHERICAL
POLYMER PARTICLES FROM POLYMER
SOLUTIONS
Serial No.: 633,787
Filed: November 20,1975
Issued: August 29, 1978
Assignee: Ceskoslovenska akademie ved
<PAGE>
-20-
<S> <C> <C>
21. Patent No.: U.S. Patent No. 4,123,406
Title: METHOD OF PREPARING SHAPED ARTICLES
FROM CROSS-LINKED HYDROGELS
Serial No.: 655,208
Filed: February 4, 1976
Issued: October 31, 1978
Assignee: Ceskoslovenska akademie ved
22. Patent No.: U.S. Patent No. 4,172,823
Title: METHOD OF PREPARING CROSS-LINKED
HYDROGELS
Serial No.: 927,345
Filed: July 24, 1978
Issued: October 30, 1979
Assignee: Ceskoslovenska akademie ved
23. Patent No.: U.S. Patent No. 4,173,606
Title: METHOD OF MANUFACTURING SHAPED
ARTICLES FROM CRYSTALLINE ACRYLONITRILE
POLYMERS AND COPOLYMERS
Serial No.: 895,366
Filed: April 11, 1978
Issued: November 6, 1979
Assignee: Ceskoslovenska akademie ved
24. Patent No.: U.S. Patent No. 4,183,884
Title: METHOD FOR MANUFACTURING HYDROGEL
TUBES
Serial No.: 737,051
Filed: November 1, 1976
Issued: January 15, 1980
Assignee: Ceskoslovenska akademie ved
25. Patent No.: U.S. Patent No. 4,228,056
Title: SHAPED ARTICLES FROM INSOLUBLE
HYDROGELS AND METHOD OF MANUFACTURING
SAME
Serial No.: 910,449
Filed: May 30, 1978
Issued: October 14, 1980
Assignee: Ceskoslovenska akademie ved
26. Patent No.: U.S. Patent No. 4,634,604
Title: METHOD FOR PRODUCING A BIOCONVATIBLE
LAYER ON THE SURFACE OF PARTICLES OF
POROUS SYNTHETIC SORBENTS
Serial No.: 622,671
Filed: June 20, 1984
Issued: January 6, 1987
Assignee: Ceskoslovenska akademie ved
</TABLE>
