EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into
as of the day of July 14, 2000 (the "Effective Date"), by and between IXION
BIOTECHNOLOGY, INC., a Delaware corporation (the "Company"), and WEAVER H.
GAINES, an individual (the "Executive").
WITNESSETH:
WHEREAS, simultaneously with the execution of this Agreement,
Q-MED AB ("Q-Med"), a Swedish Company, or a wholly-owned subsidiary of Q-Med
will be acquiring in excess of fifty percent (50%) of the Company's common stock
pursuant to a Stock Purchase Agreement of even date herewith (the "Stock
Purchase Transaction"); and
WHEREAS, prior to the Stock Purchase Transaction Executive served
in the positions of Chairman of the Board of Directors and Chief Executive
Officer of the Company; and
WHEREAS, Executive has specialized knowledge of the Business of
the Company as defined herein; and
WHEREAS, the Company is engaged in the business of research,
testing and product development of nutritional supplements and drugs for
therapeutic treatment of oxalate related diseases and islet or stem cell
replacement therapy products for the treatment of diabetes (hereinafter referred
to as the "Business"); and
WHEREAS, the Company wishes to continue to engage the exclusive
services of Executive after the closing of the Stock Purchase Transaction; and
WHEREAS, Executive wishes to accept employment by the Company as
Chairman of the Board of Directors of the Company and as Chief Executive Officer
of the Company;
NOW THEREFORE, in consideration of the premises and the mutual
covenants set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, intending to be
legally bound, the parties hereby agree as follows:
I. EMPLOYMENT
The Company hereby employs Executive, and Executive hereby accepts
employment initially as Chairman of the Board of Directors and as the Chief
Executive Officer of the Company. The Company reserves the right to employ
Executive in such other capacity and/or to change Executive's employment title
and position as Chief Executive Officer of the Company as may be later
designated by
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the Board of Directors from time to time without need for the parties herein to
execute a new agreement reflecting such changes in Executive's employment with
the Company. Executive acknowledges and agrees that such change in Executive's
employment capacity or title with the Company shall not be subject to the
provisions of subsection 10.3 herein.
II. TERM
Subject to the provisions for termination as hereinafter provided, the
term of this Agreement shall commence on the Effective Date stated herein and
terminate on December 31, 2002 (the "Term.) The Term shall be automatically
extended for an additional two years beginning January 1, 2003 through December
31, 2004 (the "Extended Term") unless Executive's employment has been previously
terminated pursuant to Article X hereof or the Company shall have given thirty
(30) days prior written notice to Executive stating that it does not wish to
extend the Agreement for the Extended Term. The terms and conditions of
Executive's employment during the Extended Term shall be the same as those set
forth in this Agreement and shall be governed by this Agreement.
All other employment and/or consulting agreements between Executive
and the Company shall be null and void upon the Effective Date of this
Agreement, and the terms and conditions of this Agreement shall hereinafter
govern the relationship between Executive and the Company.
III. COMPENSATION
3.1 Base Compensation. During the Term of this Agreement, the Company
shall compensate Executive at a base salary of One Hundred and Twenty-Five
Thousand Dollars ($125,000.00) per year for any and all services rendered and to
be rendered by Executive in connection with his employment (the "Base Salary").
Executive's Base Salary may be increased from time to time in the sole
discretion of the Company without amendment to this Agreement.
3.2 Incentive Compensation. During the Term of this Agreement, the
Executive will be a full participant in any then-effective Company Annual Bonus
Plan and Stock Option Plan (the "Incentive Plans") and such changes as the
Company may make to such Incentive Plans from time to time.
Moreover, Executive shall be entitled to participate in any and all
other incentive compensation plans which the Company may authorize and make
available to executives of the Company in the future.
IV. BENEFITS
4.1 Perquisites and Fringe Benefits. During the Term of this Agreement,
the Executive will be entitled to reimbursement for up to Four
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Thousand Dollars ($4,000) per year in total for social or country club
memberships which shall be used principally in furtherance of the Company's
Business. Executive shall be entitled to receive such other perquisites and
fringe benefits that the Company's Board of Directors may authorize and make
available to Executive in the future.
4.2 Other Benefits. During the Term of this Agreement, the Executive
will be entitled to participate in all then-effective employee benefit plans
and/or programs (the "Benefit Plans") and such changes as the Company may make
to such Benefit Plans from time to time.
V. EXPENSE REIMBURSEMENT
The Company shall reimburse Executive for all reasonable and necessary
business expenses incurred by him in pursuit of the Company's Business subject
to policies, procedures and guidelines of the Company in effect at the time the
expenses are incurred. Such reimbursement shall occur upon the presentation by
Executive of itemized bills, vouchers or accountings prepared in conformance
with applicable regulations of the Internal Revenue Service and the policies and
guidelines of the Company.
VI. TAX DEDUCTIONS
The Company shall deduct from Executive's compensation, all applicable
local, state, Federal or foreign taxes, including income tax, withholding tax,
social security tax and pension contributions (if applicable) from the
compensation earned by Executive.
VII. VACATION
Executive shall be entitled to paid vacation days, paid holidays and
other benefits in accordance with the policies and practices as are currently or
may in the future be maintained by the Company.
VIII. DUTIES
Executive shall have such duties as assigned to him by the Board of
Directors of the Company from time to time.
IX. EXTENT OF SERVICE
During the employment Term stated herein Executive shall exclusively
devote his entire working time, attention and energy to his duties in connection
with the Company's Business. Executive will not engage in any other business
activity, regardless of whether such activity is pursed for profit, gain, or
other pecuniary advantage. However, Executive is not prohibited from making
personal investments in any company whose shares are traded on a national
securities
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exchange, provided that those investments do not require Executive to
participate in the operation of the companies in which Executive invests;
moreover, the investment shall not exceed five percent (5%) of the total issued
shares of any such company. Nothing herein shall be construed to limit
Executive's charitable or civic activities or hobbies, provided, however, that
such activities do not unreasonably interfere with Executive's performance of
his responsibilities and obligations pursuant to this Agreement. Nothing herein
shall require Executive to resign from any current relationship with any other
business or organization such as serving as an advisor or director of such
businesses or organization. Such businesses and organizations are: First ING
Life Insurance Company of New York, Voyetra Turtle Beach, Inc., Bio-Florida,
Inc., North Florida Technology Innovation Corporation of Gainesville, Caerus
Firstround Partners, L.C., Aquagene, Inc., and Unified Financial Services, Inc.
Nothing herein shall require Executive to divest himself of any interest in any
of the aforementioned businesses or prohibit his purchasing additional interests
in such businesses.
X. TERMINATION OF EMPLOYMENT
10.1 Termination without Cause. The Company may, without cause,
terminate Executive's employment under this Agreement upon written
notice to the Executive, such notice to be effective upon receipt of
such notice by the Executive.
In the event the Company terminates Executive's employment pursuant to
this subsection 10.1, the Company shall provide the Executive with a
severance package in exchange for Executive's waiver of all rights, remedies,
damages and any and all other relief to which Executive may otherwise be
entitled to under this Agreement or in law. Such severance package shall consist
of the following:
(a) A lump sum payment in the amount equal to twelve (12) months of
Executive's monthly Base Salary, which shall be payable to
Executive within thirty (30) days of the last day of Executive's
employment with the Company;
(b) Payment of such amounts pursuant to the Incentive Plans as the
Company reasonably determines would have been earned by the
Executive in the year in which the Executive's employment was
terminated;
(c) With respect to the Stock Option Plan - (i) all unvested options
shall immediately vest on the termination date; (ii) all
unexercised options shall remain exercisable for the maximum
period then permitted by the Internal Revenue Code of the United
States; and (iii) if the Company elects to register its common
stock under the Securities Act of 1933 and/or applicable state
securities laws, the Company shall proved the Executive notice of
such election, and, subject to the approval of the lead
underwriter in any such registration, the Executive shall be
entitled to "piggy-back"
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registration rights for not less than fifty percent of his shares
at no expense, other than applicable broker's commissions.
(d) All unvested restricted stock of the Company that has been issued
to the Executive or reserved in Executive's name shall
immediately vest on the termination date.
10.2 Termination by Company for Cause. Company may, for Cause,
terminate the Executive's employment under this Agreement upon written
notice to the Executive, such notice to be effective upon receipt by the
Executive of such notice. "Cause" includes, but is not limited to the following:
(i) dishonest statements or acts by Executive with respect to the
Company, or behavior in a manner that discredits or is detrimental to the
reputation, character or standing of the Company or its subsidiaries; or
(ii) theft or misappropriation of the Company's assets or information;
or
(iii) Conviction of a felony or misdemeanor involving moral turpitude,
deceit, dishonesty or fraud, including without limitation, any form of
sexual harassment; or
(iv) Executive's continued failure to substantially and adequately
perform his duties described herein after notice from the Company
identifying the manner in which the Executive has not performed his duties
and after a passage of five (5) days after written notification of the
breach; or
(v) Executive's breach of any of the covenants, terms or provisions in
this Agreement, where Executive has failed to remedy the breach within five
(5) days after written notification of the breach; or
(vi) Executive's failure to comply with written instructions from the
Company's Board of Directors and/or Chief Executive Officer which are
reasonable and consistent with the Company's policies and practices; or
(vii) Executive's gross negligence, willful misconduct or
insubordination with respect to the Board of Directors and/or the Chief
Executive Officer of the Company; or
(viii) An action by the Board of Directors (the "Board") taken
pursuant to the Bylaws of the Company , with the Executive abstaining from
such vote, whereupon the Board determines that the Executive materially
failed to meet the reasonable performance objectives
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established by the Board for Company-wide performance and for performance
by the Executive.
In the event that Executive's employment with the Company is terminated
by the Company for cause, the Company shall have no further obligation hereunder
from and after the date of such termination, except with respect to Base Salary
computed in accordance with section 3.1 hereof.
10.3 Termination by Executive for Good Reason. Executive may, for good
reason, terminate his employment under this Agreement upon written notice to the
Company, such notice to be effective upon receipt by the Company of such notice.
"Good Reason" includes, but is not limited to the following:
(i) a material reduction during the Term of this Agreement in the
current level of the Executive's aggregate compensation, including
Base Salary, Incentive Plans, Benefits Plans and any perquisites
and/or fringe benefits (with the exception of reduction(s) in awards
or benefits that is generally applicable to participants in Incentive
Plans, Benefit Plans or any other plans, in accordance with the terms
of the applicable plan); or
(ii) a material breach by the Company of this Agreement.
(iii)a diminution during the Term of this Agreement in the
Executive's position, power, authority, duties or responsibilities as
Chairman of the Board of Directors of the Company. Executive
acknowledges and agrees that such termination for good reason shall
apply only to Executive's position, power, authority, duties or
responsibilities as Chairman of the Board of Directors of the Company
and shall not apply to the Executive's position, power, authority,
duties or responsibilities as Chief Executive Officer of the Company
which is subject to the provisions of Section 1 herein.
In the event that Executive's employment with the Company is terminated by the
Executive for "Good Reason," such termination shall be treated as a termination
by the Company without cause pursuant to subsection 10.1 herein, thereafter, the
Company shall have no further obligation hereunder from and after the date of
such termination, except with respect to compensation and benefits earned by the
Executive prior to such termination.
10.4 Death. If Executive dies during the Term of this Agreement,
this Agreement shall automatically terminate. The Company shall pay to the
estate of Executive the unpaid prorated portion of Executive's monthly base
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salary for the period immediately prior to Executive's death and any prorated
compensation earned by Executive pursuant to the Incentive Plans as of the date
of Executive's death, whereupon the Company shall have no further financial
obligations to Executive or Executive's estate.
10.5 Disability. The Company may terminate this Agreement if
Executive becomes physically or mentally incapacitated and by reason thereof,
in the good faith judgment of the Company, is unable to perform his duties
hereunder for a period of (fourteen) 14 consecutive days, and the
condition is likely to continue for at least three (3) months, in the opinion of
a licensed medical doctor. In the event the Company terminates this Agreement
because of Executive's physical and/or mental disability, the Company shall
compensate the Executive as if such termination was a termination without cause
pursuant to subsection 10.1 herein, whereupon the Company shall have no further
obligation to the Executive.
10.6 Change of Control. The Company may terminate this Agreement
upon thirty (30) days notice in the event of a sale of substantially all of the
Company's assets, or a change in effective voting control of the Company, or a
merger in which the Company is not the survivor ("Change in Control".) Upon such
Change in Control, the Company shall compensate the Executive as if such
termination was a termination without cause pursuant to subsection 10.1 herein,
whereupon the Company shall have no further obligation to the Executive.
XI. NON-COMPETITION & NON-SOLICITATION
11.1 Non-Competition: As partial consideration for the Company's
offering of employment to the Executive pursuant to the terms hereof and without
any expectation by the Executive of further consideration, Executive agrees that
he shall not, directly or indirectly, in any manner whatsoever, including
without limitation, either individually or in partnership or jointly, or in
conjunction with any other person or persons, as principal, employee, officer or
otherwise or in any manner whatsoever, compete in any way with, or have a
financial interest in, or advise or undertake to consult any business entity
which competes, directly or indirectly, with the Company's Business for a period
of one (1) year from the final date of Executive's employment with the Company.
Nothing in the foregoing shall prohibit the Executive from holding up to five
percent (5%) of the issued and outstanding securities of a corporate body of
which securities are listed on a recognized stock exchange and which may compete
with the Company. Nothing in this Article is intended to conflict with any local
or state law.
11.2 Non-Solicitation: As partial consideration for the Company's
offering of employment to the Executive pursuant to the terms hereof and without
any expectation by the Executive of further consideration, during the Term of
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this Agreement and for one (1) year after the date of termination of Executive's
employment for any reason with the Company (or, if this period shall be
unenforceable by law, then for such shorter period as shall be enforceable),
Executive shall not directly or indirectly, solicit, hire or engage any
full-time or part-time employee of the Company or any of its subsidiaries, or
any contractor or agent of the Company who is performing material research or
technical development activity for the Company.
11.3 Remedies: Executive agrees that, in the event of a breach by
Executive of the restrictive covenants set forth in subsections 11.1 and 11.2
above (the "Restrictive Covenants"), such a breach would irreparably injure the
Company and would leave the Company with no adequate remedy at law. Executive
further agrees that, if legal proceedings should have to be brought by the
Company against the Executive to enforce the Restrictive Covenants, the Company
shall be entitled to all available civil remedies, including without limitation:
(i) Preliminary and permanent injunctive relief restraining
Executive from violating, directly or indirectly, either as an
individual on his own account or as a partner, joint venturer,
employee, agent, salesman, contractor, officer, director or
shareholder or otherwise, the Restrictive Covenants;
(ii) Attorneys' fees in the trial and appellate courts and
in all arbitration proceedings; and
(iii) Costs and expenses of investigation, litigation, and
arbitration, including expert witness fees, deposition costs
(appearance fees and transcript charges), injunction bond
premiums, travel and lodging expenses, arbitration fees and
charges, and all other reasonable costs and expenses.
Nothing in this Agreement shall be construed as prohibiting the Company from
pursuing any other legal or equitable remedies available to it for breach or
threatened breach of the Restrictive Covenants set forth in subsections 11.1 and
11.2 above. Executive agrees that damages resulting from a breach of the
Restrictive Covenants by Executive are not readily ascertainable as of the date
of this Agreement.
Should legal proceedings have to be brought by the Company against the Executive
to enforce the Restrictive Covenants, the period of restriction shall be deemed
to begin running on the date of entry of an order granting preliminary
injunctive relief and shall continue uninterrupted for the next succeeding one
(1) year. Executive acknowledges that the purposes of the Restrictive Covenants
would be frustrated by measuring the period of
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restriction from the date of termination of employment where the Executive
failed to honor the Restrictive Covenants until directed to do so by court
order.
XII. CONFIDENTIAL BUSINESS INFORMATION:
12.1 Confidentiality: During the Term of this Agreement and for so
long as the Company conducts its Business, the Executive shall keep confidential
and shall prevent communication to others, directly or indirectly of, any trade
secret, patent, secret, invention, formulae or non-public information of any
other sort relative to the Company or its subsidiaries, or any information
concerning the Company's business procedures, standard documents, clients, and
policies, including matters, though not technically trade secrets, where the
dissemination of information might prove prejudicial to the Company or its
subsidiaries, that being information not already available to the public or a
matter of public record.
12.2 Remedies: If legal proceedings should have to be brought by the
Company against the Executive to enforce the confidentiality provisions of
subsection 12.1 of this Agreement, the Executive recognizes, acknowledges and
agrees that the Company shall be entitled to all available civil remedies,
including without limitation:
(i) Preliminary and permanent injunctive relief restraining
the Executive from any unauthorized disclosure or use of any
trade secrets or confidential business information, in whole or
in part, and from rendering any service to any person,
partnership, firm, corporation, association, or other legal
entity to whom or to which such trade secrets or confidential
business information, in whole or in part, has been disclosed or
is threatened to be disclosed;
(ii) Attorneys' fees in the trial and appellate courts and
in all arbitration proceedings (which shall be awarded to the
prevailing party in any such litigation or arbitration); and
(iii) Provided that the Company shall have been the
prevailing party, costs and expenses of investigation, litigation
and arbitration, including expert witness fees, deposition costs
(appearance fees and transcript charges), injunction bond
premiums, travel and lodging expenses, arbitration fees and
charges, and all other reasonable costs and expenses.
Nothing in this Agreement shall be construed as prohibiting the Company from
pursuing any other legal or equitable remedies available to it for breach or
threatened breach of the provisions of subsection 12.1 of this Agreement, and
the existence of any claim or cause of action of the Executive against the
Company or any of its subsidiaries whether predicated on this Agreement or
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otherwise, shall not constitute a defense to the enforcement by the
Company of any of the provisions of this Agreement. The Company and
the Executive agree that damages resulting from a breach of the
prohibitions of subsection 12.1 by the Executive are not readily
ascertainable as of the date of this Agreement.
XIII. ASSIGNMENT OF RIGHTS:
13.1 Assignment: All inventions, ideas, discoveries, processes, and
formulae as well as all data and records pertaining thereto, which Executive,
solely or in collaboration with others may develop or invent during the Term of
this Agreement (whether or not actually conceived during regular business
hours), and which in any way relate to the Business of the Company or any
successors or assigns of the Company ("Inventions"), shall be promptly disclosed
in writing to the Company and shall be the sole and exclusive property of the
Company (and any successors or assigns of the Company) without obligation on the
part of the Company (or any successors or assigns of the Company) to pay
Executive any additional compensation therefore. Upon the request of the
Company, the attorneys for the Company (or any successors or assigns of the
Company), Executive shall execute from time to time during or after the
termination of Executive's employment with the Company, such further
instruments/documents, including, but not limited to, patent and copyright
applications for such Inventions. Executive shall promptly assign all such
Inventions to the Company. The decision to file for patent or copyright
protection or to maintain such Inventions as a trade secret shall be in the sole
discretion of the Company, and the Executive shall be bound by such decision.
13.2 Remedies: If legal proceedings or other proceedings should have
to be brought by the Company against the Executive to enforce the obligations of
the Executive as set forth in subsection 13.1 of this Agreement, the Executive
recognizes, acknowledges and agrees that the Company shall be entitled to all
available civil remedies, including without limitation:
(i) Specific performance of the Executive of the obligations
set forth in subsection 13.1 of this Agreement; and
(ii) Costs and expenses incurred by the Company in the
enforcement of Executive's obligations under subsection 13.1 of
this Agreement.
Nothing in this Agreement shall be construed as prohibiting the Company from
pursuing any other legal or equitable remedies available to it for breach or
threatened breach of the provisions of subsection 13.1 of this Agreement, and
the existence of any claim or cause of action of the Executive against the
Company or any of its subsidiaries whether predicated on this Agreement or
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otherwise, shall not constitute a defense to the enforcement by the Company of
any of the provisions of this Agreement. The Company and the Executive agree
that damages resulting from a breach by the Executive of the obligations set
forth in subsection 13.1 are not readily ascertainable as of the date of this
Agreement.
XIV. INDEMNIFICATION:
Except with respect to any matter that may have been the basis for the
Company's termination of Executive for Cause pursuant to subsection 10.2(11) or
(iii) herein, the Company will indemnify the Executive (including payment of
expenses in advance of final disposition of the proceeding) to the fullest
extent permitted by the laws of the State of Delaware and the Certificate of
Incorporation and By-Laws of the Company, in each case as in effect on the date
of any termination, whichever affords greater protection to the Executive; and
the Executive shall be entitled to the protection of any insurance policies the
Company may elect to maintain generally for the benefit of its directors and
officers, against all costs, charges, and expenses whatsoever incurred or
sustained by me in connection with any action, suit, or proceeding to which
Executive may be made a party by reason of his being or having been a director,
officer, or employee of the Company or any of its subsidiaries or affiliates or
my serving or having served any other enterprise as a director, officer, or
employee at the request of the Company. The Company shall cause to be maintained
in effect for not less than six years from any termination, policies of
directors' and officers' liability insurance of at least the same coverage as
those policies, if any, maintained by the Company on the date of the Executive's
termination and containing terms and conditions which are no less advantageous
than such policies, or if such coverage is not available, the best available
coverage for equal cost to the Company.
XV. PROPERTY; EXECUTIVE DUTY TO RETURN:
The Company's and its subsidiaries' products, internal memoranda,
inventions, processes, products, formulae and designs, and all other like
information, including all copies, duplications, replications, and derivatives
of such information, now in the possession of Executive or acquired by Executive
after the execution of this Agreement and while in the employ of the Company,
shall be the exclusive property of the Company and shall be returned to the
Company no later than the final date of Executive's employment with the Company.
XVI. NOTICES:
Any and all notices required or permitted to be given pursuant to this
Agreement shall be in writing, shall be either actually delivered or sent by
United States mail or Federal Express or similar delivery service, return
receipt requested, and shall be addressed to the parties at the addresses shown
on the signature page
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of this Agreement or at any subsequent address provided in conformity with this
Article 16.
XVII. ARBITRATION:
The parties agree that in the case of any dispute between them, they
will attempt in good faith to resolve any controversy or claim arising out of or
relating to this Agreement by mediation in accordance with the Center for Public
Resources Model Procedure for Mediation of Business Disputes, provided that, in
the event of an alleged breach by Executive of the terms of Article XII, hereof,
the Company may seek injunctive or other equitable relief in any court having
jurisdiction over the Executive.
If the matter has not been resolved pursuant to the aforesaid mediation
procedure within sixty days of the commencement of such procedure (which period
may be extend by mutual agreement), the controversy shall be settled by
arbitration in accordance with the Center for Public Resources Rules for
Non-Administered Arbitration of Business Disputes, by three arbitrators, of whom
each party shall appoint one. The arbitration shall be governed by the United
States Arbitration Act, 9 U.S.C. ss. 1-16, and judgment upon the award rendered
by the Arbitrator(s) may be entered by any court having jurisdiction thereof.
The place of arbitration shall be Orange County, Florida.
The prevailing party in such arbitration shall be entitled to an award
of attorney's fees incurred during the mediation and arbitration.
XVIII. WAIVER:
The waiver by the Company or any of its subsidiaries of a breach or
threatened breach of this Agreement by the Executive shall not be construed as a
waiver of any subsequent breach by the Executive. The refusal or failure of the
Company or any of its subsidiaries to enforce the provisions of Articles 11, 12
or 13 of this Agreement (or any similar agreement) against any other employee,
agent or independent contractor, for any reason, shall not constitute a defense
to the enforcement by the Company or any of its subsidiaries against the
Executive of the provisions of Articles 11, 12 or 13.
XIX. RULES OF CONSTRUCTION:
19.1 Entire Agreement. This Agreement constitutes the entire agreement
between the parties pertaining to the subject matter of this Agreement, and it
supersedes all negotiations, preliminary agreements, and all prior and
contemporaneous discussions and understandings of the parties in connection with
the subject matter of the Agreement. Except as otherwise herein provided, no
covenants, representation or condition not expressed in this Agreement, or in an
amendment made and executed in accordance with the provisions of 19.2 of this
Article, shall be binding upon the parties or shall
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affect or be effective to interpret, change or restrict the provisions of this
Agreement.
19.2 Amendments. No change, modification or termination of any of the
terms, provisions or conditions of this Agreement shall be effective unless made
in writing and signed or initialed by all the parties to this Agreement.
19.3 Governing Law. This Agreement shall be governed and construed in
accordance with the statutory and decisional law of the State of Florida.
19.4 Severability. If any paragraph, subparagraph or provision of this
Agreement, or the application of such paragraph, subparagraph or provision, is
held invalid by a court of competent jurisdiction, the remainder of this
Agreement, and the application of such paragraph, subparagraph, or provision to
persons or circumstances other than those with respect to which it is held
invalid, shall not be affected.
19.5 Survival. The terms of sections X, XI, XII, XIII, XIV, XVII, and
XIX shall survive the termination of this Agreement for any reason.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
the "COMPANY":
IXION BIOTECHNOLOGY, INC., a Delaware corporation
By:
Name: ----------------------------------------
Title: -----------------------------------------
Address: 13709 Progress Boulevard
Box 13
Alachua, Florida 32615
the "EXECUTIVE":
WEAVER H. GAINES
By:
----------------------------------------
Address: 9922 SW 41st Road
Gainesville, Florida 32608
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