EXHIBIT 10.21


 


COMMON
STOCK PURCHASE AGREEMENT


 


This Common Stock
Purchase Agreement (the “Agreement”) is made as of April 28, 2005,
by and between MacroPore Biosurgery, Inc., a Delaware corporation (the “Company”),
and Olympus Corporation, a Japanese corporation (“Purchaser”).


 


1.             Sale of Stock.  Subject to the terms and conditions of this
Agreement, the Company will issue and sell to Purchaser, and Purchaser agrees
to purchase from the Company, 1,100,000 shares of the Company’s Common Stock
(the “Shares”) from the Company’s treasury at a purchase price of U.S.$10.00
per Share for a total of U.S.$11,000,000 (“Purchase Price”) .  Immediately upon issuance the Shares will be
listed and freely tradeable on the Frankfurt Stock Exchange.  The Company has a sufficient number of shares
of Common Stock authorized for issuance to issue the Shares.


 


2.             Purchase.  The purpose of this Agreement is to make
joint venture arrangements related to “Memorandum of Agreement for Common Stock
Acquisition” and “Memorandum of Agreement for Exclusive Right for Negotiation”
which were agreed by and between Company and Purchaser (the “Purpose”), and
Company understands that Purchaser’s acquisition of the Shares at Purchase
Price is for fulfillment of the Purpose. 
Both parties shall continue to negotiate for the Purpose in good
faith.  The purchase and sale of the
Shares under this Agreement shall occur on May 31, 2005 at a closing at
the principal office of the Company by the parties.  At the closing, the Company shall deliver to
Purchase documentation from Company’s transfer agent certifying the completion
of the electronic transfer of the Shares into the account specified by
Purchaser, and Purchaser shall immediately deliver the Purchase Price therefor
by (a) check made payable to the Company, or (b) wire transfer. The
purchase of Option Shares (defined below) shall occur upon Company’s receipt
from Purchaser of a notice of exercise of all or part of the call option which
notice shall be accompanied by (a) check made payable to the Company, or (b) wire
transfer to the Company,  for the full
amount of the purchase price of such Option Shares. Upon receipt of the
exercise notice Company shall immediately transfer the corresponding number of
shares to the account specified by Purchaser.


 


3.             Option Shares.  Purchaser is granted a call option to
purchase an additional 2,200,000 shares of the Company’s Common Stock at a
purchase price of U.S.$10.00 per share, which option shall expire on December 31,
2006 (“Option Shares”) if the company has not received notice by Purchaser of
it’s 90 days prior notice of intent to exercise.   Immediately upon issuance the Option Shares
will be listed and freely tradeable on the Frankfurt Stock Exchange.  If at the time of issuance of the Option
Shares the Company has any securities registered under the U.S. federal
Securities Act of 1933, as amended (the “Securities Act”), other than related
to stock options, the stock purchase plan or equity incentive plan shares which
are registered on form S-8, then immediately upon issuance the Option Shares
also will be registered by the Company under the Securities Act and freely
tradeable, provided the Company was granted notice of Purchaser’s intent to
exercise 90 days prior to the exercise of Option Shares.


 


 


4.             Limitations on Transfer.  Purchaser shall not assign, encumber or
dispose of any interest in the Shares and Option Shares except in compliance
with applicable securities laws and regulations of applicable countries and
stock exchanges.


 


5.             Investment Representations.  In connection with the purchase of the
Shares, Purchaser represents to the Company the following:


 


(a)           Purchaser is aware of the Company’s business affairs
and financial condition and has acquired sufficient information about the
Company to reach an informed and knowledgeable decision to acquire the
Shares.  The Company is a reporting
company under the U.S. Securities and Exchange Act of 1934, as amended (the “Exchange
Act”), and its various periodic reports and other filings made with the U.S.
Securities and Exchange Commission (the “Commission”) are available for public
inspection on the EDGAR system at www.sec.gov. 
The Company afforded Purchaser and Purchaser’s advisors full and
complete access to all additional information with respect to the Company and
the Company’s operations that Purchaser and Purchaser’s advisors deemed
necessary to evaluate the merits and risks of an investment in the
Company.  Purchaser further acknowledges
that Purchaser and Purchaser’s advisors have had the opportunity to ask
questions of and receive answers from the Company’s management concerning this
investment.


 


(b)           Purchaser understands that the Shares have not been
registered under the Securities Act and are being offered pursuant to an
exemption from the registration requirements thereunder, which exemption
depends upon, among other things, the bona fide nature of Purchaser’s
investment intent as expressed herein.


 


(c)           Purchaser understands that the Shares are “restricted
securities” within the meaning of applicable U.S. federal and state securities
laws and that, pursuant to these laws, Purchaser must hold the Shares unless
the Shares are registered with the Commission and qualified by state
authorities, or an exemption from such registration and qualification requirements
is available (e.g., Rule 144 or Regulation S). Purchaser further
acknowledges that if an exemption from registration or qualification is
available, it


 





















 


may be
conditioned on various requirements including, but not limited to, the time and
manner of sale, the holding period for the Shares. The Company shall reasonably
cooperate with Purchaser to effect any secondary transfer of the Shares and/or
Option Shares.


 


(d)           Purchaser is an “accredited investor,” as defined in Rule 501
promulgated pursuant to the Securities Act.


 


(e)           Purchaser has not entered into any agreement to pay
commissions to any persons with respect to the purchase or sale of the Shares,
except commissions for which Purchaser will be responsible.


 


(f)            Purchaser understands and acknowledges that no
Japanese, German or United States federal or state agency, governmental
authority, regulatory body, stock exchange or other entity has made any finding
or determination as to the merits of this investment, nor have any such
agencies, governmental authorities, regulatory bodies, stock exchanges or other
entities made any recommendation or endorsement with respect to the Shares.


 


(g)           Purchaser, in evaluating the merits of an investment
in the Shares, is not relying on the Company, its counsel, or any financial or
other advisor to the Company for an evaluation of the tax, legal or other
consequences of an investment in the Shares.


 


(h)           Purchaser is purchasing the Shares for investment for
its own account only and not with a view to, or for resale in connection with,
any “distribution” thereof within the meaning of the Securities Act.


 


6.             Restrictive Legends.  The global certificates overlying the Shares
shall bear the following legends:


 


“The shares of common
stock of MacroPore, Inc. represented hereby have not been and will not be
registered under the United States Securities Act of 1933, as amended (the “Securities
Act”).  These securities may not be
offered, sold, pledged or otherwise transferred (nor may exposure with respect
to the shares otherwise be hedged) except (A)(1) in an offshore
transaction complying with Rule 903 or Rule 904 of Regulation S under
the Securities Act, (2) pursuant to an exemption from registration under
the Securities Act provided by Rule 144 thereunder (if available), or (3) pursuant
to another valid exemption from registration under the Securities Act (if
available), and (B) in each case in accordance with all applicable
securities laws of the States of the United States.  No representation can be made as to the
availability of the exemption provided by Rule 144 under the Securities
Act for resales of the shares.


 


This certificate also
evidences and entitles the holder hereof to certain rights as set forth in a
Rights Agreement between MacroPore Biosurgery, Inc. and Computershare
Trust Company, Inc., a Colorado corporation, as Rights Agent, dated as of May 29,
2003 (the “Rights Agreement”), the terms of which are hereby incorporated
herein by reference and a copy of which is on file at the principal executive
offices of MacroPore Biosurgery, Inc. 
Under certain circumstances, as set forth in the Rights Agreement, such
Rights will be evidenced by separate certificates and will no longer be
evidenced by this certificate.  MacroPore
Biosurgery, Inc. will mail to the holder of this certificate a copy of the
Rights Agreement without charge after receipt of a written request
therefor.  Under certain circumstances
set forth in the Rights Agreement, Rights issued to, or held by, any Person who
is, was or becomes an Acquiring Person or an Affiliate or Associate of an
Acquiring Person (as defined in the Rights Agreement) and certain related
persons, whether currently held by or on behalf of such Person or by any
subsequent holder, may become null and void.”


 


7.             Registration.  The Company shall use reasonable efforts to,
within 30 business days after the Company’s common stock is first listed on
Nasdaq or on any U.S. national securities exchange, prepare and file with the
Commission a Registration Statement covering the resale of the Shares for an
offering to be made on a continuous basis pursuant to Rule 415. The
Registration Statement shall be on Form S-3 (except if the Company is not
then eligible to register for resale the Shares on Form S-3, in which case
such registration shall be on another appropriate form in accordance with the
U.S. Securities Act and the rules promulgated thereunder).  The Company shall use its reasonable efforts
to cause the Registration Statement to be declared effective under the U.S.
Securities Act within 60 business days after such filing. The Company shall
keep such Registration Statement continuously effective under the Securities
Act for a period of two years (the “Effectiveness Period”).


 


8.             Registration Procedures; Company’s Obligations.  In connection with the registration of the
Shares, the Company shall:


 


(a)            Furnish to the Purchaser a copy of the Registration
Statement as proposed to be filed.


 


(b)            Prepare and file with the Commission such amendments,
including post-effective amendments, to the Registration Statement as may be
necessary to keep the Registration Statement continuously effective as to the
applicable Shares for the Effectiveness Period; (ii) cause the related
prospectus of the Company (the “Prospectus”) to be amended or supplemented by any
required Prospectus supplement, and as so supplemented or amended to be filed
pursuant to Rule 424 (or any similar provisions then in force) promulgated
under the Securities Act; and (iii) respond promptly to any comments
received from the Commission with


 


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respect
to the Registration Statement or any amendment thereto and promptly provide the
Purchaser true and complete copies of all correspondence from and to the
Commission relating to the Registration Statement.


 


(c)            Notify the Purchaser (i)(A) when a Prospectus or
any Prospectus supplement or post-effective amendment to the Registration
Statement is proposed to be filed, (B) when the Commission notifies the
Company whether there will be a “review” of such Registration Statement and
whenever the Commission comments in writing on such Registration Statement, and
(C) with respect to the Registration Statement or any post-effective
amendment, when the same has become effective; (ii) of any request by the
Commission or any other Federal or state governmental authority for amendments
or supplements to the Registration Statement or Prospectus or for additional
information; (iii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement covering any or all
of the Shares or the initiation of any proceedings for that purpose; (iv) of
the receipt by the Company of any notification with respect to the suspension
of the qualification or exemption from qualification of any of the Shares for
sale in any State of the U.S., or the initiation or threatening of any
proceeding for such purpose; and (v) of the occurrence of any event that
makes any statement made in the Registration Statement or Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue
in any material respect or that requires any revisions to the Registration
Statement, Prospectus or other documents so that, in the case of the
Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.


 


(d)            Use
its reasonable commercial efforts to avoid the issuance of, or, if issued,
obtain the withdrawal of, (i) any order suspending the effectiveness of
the Registration Statement, or (ii) any suspension of the qualification
(or exemption from qualification) of any of the Shares for sale in any State of
the U.S., at the earliest practicable moment.


 


(e)            If
requested by the Purchaser, (i) promptly incorporate in a Prospectus
supplement or post-effective amendment to the Registration Statement such
information as the Company reasonably agrees should be included therein, and (ii) make
all required filings of such Prospectus supplement or such post-effective
amendment as soon as practicable after the Company has received notification of
the matters to be incorporated in such Prospectus supplement or post-effective
amendment.


 


(f)             Furnish
to the Purchaser, without charge, at least one conformed copy of the
Registration Statement and each amendment thereto, including financial
statements and schedules, all documents incorporated or deemed to be
incorporated therein by reference, and all exhibits to the extent requested by
such Person (including those previously furnished or incorporated by reference)
promptly after the filing of such documents with the Commission.


 


(g)            Promptly
deliver to the Purchaser, without charge, as many copies of the Registration
Statement, Prospectus or Prospectuses (including each form of prospectus) and
each amendment or supplement thereto as Purchaser may reasonably request; and
the Company hereby consents to the use of such Prospectus and each amendment or
supplement thereto by the Purchaser in connection with the offering and sale of
the Shares covered by such Prospectus and any amendment or supplement thereto.
Should the Purchaser offer or sell the Shares, such Purchaser agrees to comply
with all applicable securities laws.


 


(h)            Use
its reasonable commercial efforts to register or qualify or cooperate with the
selling Purchaser in connection with the registration or qualification (or
exemption from such registration or qualification) of such Shares for offer and
sale under the securities (or “Blue Sky”) laws of each State of the U.S. as the
Purchaser reasonably requests in writing, to keep each such registration or
qualification (or exemption therefrom) effective during the Effectiveness
Period and to do any and all other acts or things necessary or advisable to
enable the disposition in such States of the Shares covered by a Registration
Statement; provided, however, that the Company shall not be required to qualify
generally to do business in any jurisdiction where it is not then so qualified
or to take any action that would subject it to general service of process in
any such jurisdiction where it is not then so subject or subject the Company to
any tax in any such jurisdiction where it is not then so subject.


 


(i)            Upon
the occurrence of any event contemplated by Section 8(c)(v), promptly
prepare a supplement or amendment, including a post-effective amendment, to the
Registration Statement or a supplement to the related Prospectus or any
document incorporated or deemed to be incorporated therein by reference, and
file any other required document so that, as thereafter delivered, neither the
Registration Statement nor such Prospectus will contain an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.


 


(j)            Use
its reasonable efforts to cause all Shares to be listed on any U.S. national
securities exchange, U.S. quotation system, or U.S. over the counter bulletin
board, if any, on which the same securities issued by the Company are then
listed.


 


(k)           If
(i) there is material non-public information regarding the Company which
the Company’s Board of Directors reasonably determines not to be in the Company’s
best interest to disclose and which the Company is not otherwise required to
disclose, or (ii) there is a significant business opportunity (including,
but not limited to, the acquisition or disposition of assets (other than in the
ordinary course of business) or any merger, consolidation, tender offer or
other similar transaction) available to the Company which the Company’s Board
of Directors reasonably determines not to be in the Company’s best interest to
disclose and


 


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which the Company would
be required to disclose under the Registration Statement, then the Company may
suspend effectiveness of the Registration Statement and suspend the sale of
Shares under the Registration Statement one time every three months or three
times in any twelve month period, provided that the Company may not suspend its
obligation for more than 60 days in the aggregate in any 12 month period.


 


9.             Registration Procedures; Purchaser’s Obligations.  In connection with the registration of the
Shares, the Purchaser shall:


 


(a)           (i) not
sell any Shares under the Registration Statement until it has received copies
of the Prospectus as then amended or supplemented as contemplated in Section 8(g) and
notice from the Company that such Registration Statement and any post-effective
amendments thereto have become effective as contemplated by Section 8(c), (ii) comply
with the prospectus delivery requirements of the Securities Act as applicable
to it in connection with sales of Shares pursuant to the Registration
Statement, and (iii) furnish to the Company information regarding such
Purchaser and the distribution of such Shares as is required by law to be
disclosed in the Registration Statement.


 


(b)           upon
receipt of a notice from the Company of the occurrence of any event of the kind
described in Section 8(c)(ii), 8(c)(iii), 8(c)(iv), 8(c)(v) or 8(k),
forthwith discontinue disposition of such Shares under the Registration
Statement until the Purchaser’s receipt of the copies of the supplemented
Prospectus and/or amended Registration Statement contemplated by Section 8(i),
or until it is advised in writing by the Company that the use of the applicable
Prospectus may be resumed, and, in either case, has received copies of any
additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus or Registration Statement.


 


10.          Registration
Expenses.


 


All reasonable fees and
expenses incident to the performance of or compliance with this Agreement by
the Company shall be borne by the Company whether or not any Shares are sold
pursuant to the Registration Statement. The fees and expenses referred to in
the foregoing sentence shall include, without limitation, the following: (i) all
registration and filing fees; (ii) printing expenses; (iii) messenger,
telephone and delivery expenses of the Company; (iv) fees and disbursements
of counsel for the Company; and (v) fees and expenses of all other persons
retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement, including, without limitation, the Company’s
independent public accountants.  In
addition, the Company shall be responsible for all of its internal expenses
incurred in connection with the consummation of the transactions contemplated
by this Agreement (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), and the expense
of any annual audit.


 


11.          Indemnification.


 


(a)           Indemnification
by the Company. The Company shall indemnify and hold harmless Purchaser,
its permitted assignees, officers, directors, agents, brokers, investment
advisors and employees, each person who controls Purchaser or a permitted
assignee (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) and the officers, directors, agents and employees of each
such controlling person, and the respective successors, assigns, estate and
personal representatives of each of the foregoing, to the fullest extent
permitted by applicable law, from and against any and all claims, losses,
damages, liabilities, penalties, judgments, costs (including, without
limitation, costs of investigation) and expenses (including, without
limitation, reasonable attorneys’ fees and expenses) (collectively, “Losses”),
as incurred, arising out of or relating to any untrue or alleged untrue
statement of a material fact contained in the Registration Statement, any
Prospectus, as supplemented or amended, if applicable, or arising out of or
relating to any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein (in the case of any
Prospectus or supplement thereto, in the light of the circumstances under which
they were made) not misleading, except (i) to the extent, but only to the
extent, that such untrue statements or omissions are based solely upon
information regarding the Purchaser furnished in writing to the Company by the
Purchaser expressly for use therein, or (ii) as a result of the failure of
the Purchaser to deliver a Prospectus, as amended or supplemented, to a
purchaser in connection with an offer or sale. 
The Company shall notify the Purchaser promptly of the institution,
threat or assertion of any Proceeding of which the Company is aware in
connection with the transactions contemplated by this Agreement.  Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of an Indemnified
Party (as defined in Section 11(c) hereof) and shall survive the
transfer of the Shares by the Purchaser.


 


 (b)           Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or
asserted against any Person entitled to indemnity pursuant to Section 11(a) or
11(b) hereunder (an “Indemnified Party”), such Indemnified Party
promptly shall notify the Person from whom indemnity is sought (the “Indemnifying
Party) in writing, and the Indemnifying Party shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to the
Indemnified Party and the payment of all fees and expenses incurred in connection
with defense thereof; provided, that the failure of any Indemnified Party to
give such notice shall not relieve the Indemnifying Party of its obligations or
liabilities pursuant to this Agreement, except (and only) to the extent that it
shall be finally determined by a court of competent jurisdiction (which
determination is not subject to appeal or further review) that such


 


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failure shall have
materially and adversely prejudiced the Indemnifying Party.


 


An Indemnified Party
shall have the right to employ separate counsel in any such Proceeding and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party or Parties unless: (i) the
Indemnifying Party has agreed in writing to pay such fees and expenses; or (ii) the
Indemnifying Party shall have failed promptly to assume the defense of such
Proceeding and to employ counsel reasonably satisfactory to such Indemnified
Party in any such Proceeding; or (iii) the named parties to any such
Proceeding (including any impleaded parties) include both such Indemnified
Party and the Indemnifying Party, and such Indemnified Party shall have been
advised by counsel that a conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying Party (in
which case, if such Indemnified Party notifies the Indemnifying Party in
writing that it elects to employ separate counsel at the expense of the Indemnifying
Party, the Indemnifying Party shall not have the right to assume the defense
thereof and such counsel shall be at the expense of the Indemnifying
Party).  The Indemnifying Party shall not
be liable for any settlement of any such Proceeding effected without its
written consent, which consent shall not be unreasonably withheld, conditioned
or delayed.  No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, which consent shall
not unreasonably be withheld, conditioned or delayed, effect any settlement of
any pending Proceeding in respect of which any Indemnified Party is a party,
unless such settlement includes an unconditional release of such Indemnified
Party from all liability on claims that are the subject matter of such
Proceeding.


 


All reasonable fees and
expenses of the Indemnified Party (including reasonable fees and expenses to
the extent incurred in connection with investigating or preparing to defend
such Proceeding in a manner not inconsistent with this Section) shall be paid
to the Indemnified Party, as incurred, within 10 business days of written
notice thereof to the Indemnifying Party (regardless of whether it is
ultimately determined that an Indemnified Party is not entitled to
indemnification hereunder; provided, that the Indemnifying Party may require
such Indemnified Party to undertake to reimburse all such fees and expenses to
the extent it is finally judicially determined that such Indemnified Party is
not entitled to indemnification hereunder or pursuant to applicable law).


 


(c)           The
indemnity agreement contained in this Section is in addition to any
liability that the Indemnifying Parties may have to the Indemnified Parties.


 


12.           Board Seat.  Promptly after the closing of Purchaser’s
purchase of the Shares, the Company’s Board of Directors shall elect a
candidate, designated by Purchaser, to serve as a member of the Company’s Board
of Directors.  So long as Purchaser
continues to own all of the Shares specified in Section 1 of this
Agreement, the Company shall, at each election of directors by its
stockholders, include on the Board-of-Directors-recommend slate of director
nominees in the proxy statement, one director nominee designated by Purchaser
(unless a Purchaser designee would continue to serve on the Board of Directors
after such election even if not elected at such election).


 


13.           Miscellaneous.


 


(a)           Governing Law.  This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law.


 


(b)           Entire Agreement; Enforcement of Rights.  This Agreement sets forth the entire
agreement and understanding of the parties relating to the subject matter
herein and merges all prior discussions between them with regard to such
subject matter.  No modification of or
amendment to this Agreement, nor any waiver of any rights under this Agreement,
shall be effective unless in writing signed by the parties to this
Agreement.  The failure by either party
to enforce any rights under this Agreement shall not be construed as a waiver
of any rights of such party.


 


(c)           Severability.  If one or more provisions of this Agreement
are held to be unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith. 
In the event that the parties cannot reach a mutually agreeable and
enforceable replacement for such provision, then (i) such provision shall
be excluded from this Agreement, (ii) the balance of the Agreement shall
be interpreted as if such provision were so excluded and (iii) the balance
of the Agreement shall be enforceable in accordance with its terms.


 


(d)           Construction.  This Agreement is the result of negotiations
between and has been reviewed by both of the parties hereto and their
respective counsel, if any; accordingly, this Agreement shall be deemed to be
the product of both of the parties hereto, and no ambiguity shall be construed
in favor of or against either one of the parties hereto.


 


(e)           Notices.  Any notice required or permitted by this
Agreement shall be in writing and shall be deemed sufficient when delivered
personally or sent by fax or 48 hours after being deposited in the U.S. mail,
as certified or registered mail, with postage prepaid, and addressed to the
party to be notified at such party’s address or fax number as set forth below
or as subsequently modified by written notice.


 


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(f)            Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.


 


[Signature Page Follows]


 


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  The parties have
  executed this Common Stock Purchase Agreement as of the date first set forth
  above.

  
	
  MACROPORE BIOSURGERY,
  INC.

  
	
  By:   

  	
  /s/ Christopher J.
  Calhoun

  	
   

  
	
  Title:  Chief
  Executive Officer   

  
	
  Address:

  
	
  6740 Top Gun Street

  
	
  San Diego, CA 92121

  
	
   

  
	
  Fax: U.S. 858-458-0994

  
	
   

  
	
  PURCHASER:

  
	
  OLYMPUS CORPORATION

  
	
   

  
	
  By:  

  	
  /s/ Tsuyoshi Kikukawa

  	
   

  
	
   

  	
  Title:    President

  	
   

  
	
   

  
	
  Address:

  
	
  43-2 Hatagaya 2-chome,

  
	
  Shibuya-ku, Tokyo,

  
	
  JAPAN

  
	
   

  
	
  Fax: Japan 03-3340-2062

  
				



 


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