Unassociated Document


    

      Confidential
        Treatment Requested. Confidential portions of this document have been redacted
        and filed separately with the Commission.

      


      *****
        Confidential material redacted and filed separately with the
        Commission.


       

      RESEARCH
        AND LICENSE AGREEMENT

       

      RESEARCH
        AND LICENSE AGREEMENT (the “Agreement”) made and entered into as of April 18,
        2000 the “Effective Date”), by and between DRK
        BLUTSPENDEDIENDST BADEN-WURTTENBERG, INSTITUT ULM (the
        “Licensor”), having an address at Postfach
        15 64, U-89005 Ulm, Germany, and XTL
        BIOPHARMACEUTICALS, LTD.
        (the
“Company”), having an address at Kiryat Weizmann, P.O. Box 370, Rehovot, 76100,
        Israel.

       

      RECITALS

       

      A. *****
        has
        conducted research and made new inventions with respect to technology relating
        to antibodies to HCV;

       

      B. The
        Company is willing to partially finance the performance of further research
        at
        the laboratories, and under the supervision, of ***** relating to antibodies
        to
        HCV;

       

      C. The
        Company is also willing to provide ***** antigens for HCV and access to its
        animal models to screen antibodies to HCV; and 

       

      D. Subject
        to and in accordance with the terms and conditions of this Agreement, the
        Company wishes to acquire, and Licensor is willing to grant the Company,
        the
        exclusive license set forth in this Agreement.

       


      
        
          
          

        

        
          1

          
            

          

        

        
          
          


          *****
            Confidential material redacted and filed separately with the
            Commission.

           

        

      

      NOW,
        THEREFORE, in consideration of the mutual promises and agreements contained
        herein, the parties hereto agree as follows:

      


      1.  Definitions

       

      “Affiliate”
        means
        any corporation or other entity that directly, or indirectly through one
        or more
        intermediaries, controls, is controlled by, or is under common control with
        the
        designated party but only for so long as such relationship exists.
        For the purposes of this section, “Control”
        shall
        mean ownership of at least 50% (or such lesser percent as may be the maximum
        that may be owned by foreign interests pursuant to the laws of the country
        of
        incorporation) of the shares of stock entitled to vote for directors in the
        case
        of a corporation and at least 50% (or such lesser percent as may be the maximum
        that may be owned by foreign interests pursuant to the laws of the country
        of
        domicile) of the interests in profits in the case of a business entity other
        than a corporation. 

       

      “Antibodies”
        mean
        those cell lines secreting antibodies to HCV listed on Exhibit
        A
        hereto
        and other cell lines secreting antibodies to HCV developed by Licensor as
        a
        result of the Research.

       

      “Effective
        Date”
        means
        the date set forth at the beginning of this Agreement.

       

      “Existing
        Technology”
        means
        all Patent Rights and Know-How of Licensor in the Field existing as of the
        Effective Date, including without limitation, the Patent Rights and Know-How
        listed on Exhibit
        B
        hereto.

       

      “Field”
        means
        HCV therapeutics and diagnostics.

       

      “Know-How”
        means
        all unpatented or nonpatentable chemical and biological materials (including
        cell lines, antibodies and other biological materials), inventions, ideas,
        data,
        formulations, processes, techniques, specifications, and other trade secrets
        or
        know-how.

       

      “License”
        means
        the exclusive license granted to the Company by Licensor pursuant to Section
        6.1.



      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      *****
        Confidential material redacted and filed separately with the
        Commission.

       

      “Licensed
        Product”
        shall
        mean any product that incorporates one or more Antibodies or a part of the
        Licensed Technology for use in the Field.

       

      “Licensed
        Technology”
        means
        the Existing Technology and the Research Technology.

       

      “Net
        Sales”
        shall
        mean the total amount actually received by the Company or its Sublicensees
        from
        the sale of the Licensed Product, in all cases after deduction of (i) sales
        or service taxes (including value added taxes) and other government charges
        to
        the extent applicable to such transaction and not collected separately from
        the
        counterparty to the transaction; (ii) credits or allowances, if any,
        actually granted on account of price adjustments or customary discounts,
        recalls, rejections or return of Licensed Product previously sold; and
        (iii) freight and insurance charges which are separately invoiced.
        Net
        Sales will be calculated using generally accepted accounting
        principles.

       

      “Patent
        Rights”
        means
        (i) all patents and patent applications useful in the Field conceived
        and
        reduced to practice by Licensor during the Research Period and the patents
        and
        patent applications listed in Exhibit
        B
        hereto;
        (ii) all patents and patent applications relating to the Antibodies
        and
        (iii) any divisionals, continuations, continuations-in-part, reissues,
        reexaminations, extensions or other governmental actions which extend any
        of the
        subject matter of the patent applications or patents in (i) or (ii) above,
        and any substitutions, confirmations, registrations or revalidations of any
        of
        the foregoing, in each case, which is owned or controlled, in whole or part,
        by
        license, assignment or otherwise by Licensor during the term of this
        Agreement.

       

      “Research”
        means
        the research to be undertaken at the laboratories, and under the supervision
        of
        *****, as specified in the work plan attached hereto to Exhibit
        C.
        

       

      “Research
        Period”
        means
        the period commencing on the Effective Date and, unless extended by written
        agreement of the parties or sooner terminated as provided herein, terminating
        on
        the first anniversary of the Effective Date.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      *****
        Confidential material redacted and filed
        separately with the Commission.


      “Research
        Technology”
        means
        Patent Rights and Know-How created, discovered or developed by Licensor during
        the Research Period or as a result of the Research during the three-month
        period
        following the Research Period.

       

      “Sublicensee”
        shall
        mean a third party to whom the Company has granted a license or sublicense
        to
        make, have made, import, use, offer for sale or sell a Licensed
        Product.

       

      2.  Performance
        of Research 

       

      2.1.  In
        consideration of the aggregate sum of ***** to be paid by the Company to
        Licensor *****, Licensor shall perform, or cause to be performed, the Research
        during the Research Period.

       

      2.2.  In
        further consideration of this Agreement, XTL agrees to pay consulting fees
        in
        the aggregate sum of *****, to be paid by the Company to *****.

       

      2.3.  During
        the Research Period, Licensor shall not collaborate with any third party
        in the
        Field; provided, however, that the Licensor shall have the right to collaborate
        with academic partners for research purposes only.

       

      2.4.  In
        further consideration of the sums to be paid to Licensor ***** under Section
        2.1
        and Section 2.2, respectively, and the royalties payable to Licensor under
        Section 6 below, Licensor shall provide the Company with Antibodies
        pursuant to a Materials Transfer Agreement in the form attached hereto as
        Exhibit
        D.

       

      2.5.  During
        the Research Period, Licensor shall provide XTL employees access to the
        laboratories where the Research is being conducted and shall instruct them
        on
        how to practice the Licensed Technology.

       

      2.6.  The
        Company shall provide Licensor antigens for HCV and access to its animal
        models
        to screen antibodies for HCV and shall also provide any necessary Know-How
        related thereto. Any such XTL Know-How shall be treated by Licensor as
        confidential information subject to the obligations of Section 8.1
        below.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      *****
        Confidential material redacted and filed separately with the
        Commission.

       

      3.  Reporting
         

       

      Licensor
        will submit to the Company a detailed written report on the progress of the
        Research ***** during the Research Period, within 30 days of the end of each
        ***** period, and a written report summarizing the results of the Research
        within 60 days of the end of the Research Period. Further, prompt written
        reports will be
        submitted by Licensor to the Company on each significant development in the
        Research during the Research Period and for the three-month period
        thereafter.

       

      4.  Title
        

       

      Subject
        to the License granted to the Company hereunder, it is hereby agreed that
        all
        right, title and interest in and to the Licensed Technology shall vest in
        Licensor, exclusively. All right, title and interest in and to the Company’s
        animal models shall be retained by the Company, exclusively, and no license
        or
        other right to such technology is granted or implied hereby.

       

      5.  Patents
        and Patent Applications

       

      5.1.  The
        parties shall consult with one another regarding the filing of patent
        applications in respect of any portion of the Licensed Technology including,
        but
        without limitation, the content and the timing of the filing of such
        applications. The Company shall have primary responsibility for the preparation,
        filing, prosecution and maintenance of such patent applications through counsel
        of its choice. In the event the Company decides not to pursue such preparation,
        filing, prosecution or maintenance, it shall so inform Licensor in writing,
        and
        Licensor shall assume responsibility for such preparation, filing, prosecution
        and maintenance through counsel of its choice reasonably satisfactory to
        the
        Company. The Company shall bear all costs and fees related to the preparation,
        filing, prosecution and maintenance of the Patent Rights.

       

      5.2.  The
        Company shall have the right to take such action as shall be necessary to
        protect or to sue for infringement of any Patent Rights. At its option, the
        Company may bring suit against an infringer and join Licensor as a party
        plaintiff in any such suit. At the request of the Company, Licensor shall
        also
        take such action as the Company shall deem necessary to protect any Patent
        Rights. All costs (including legal costs and other sums awarded to the
        counter-party in such action) involved in any action taken at the Company’s
        request, or by the Company, shall be borne by the Company exclusively. Any
        recovery in any such action shall be retained by the Company
        ***** and by Licensor *****, after the deduction of all legal costs and
        expenses.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      *****
        Confidential material redacted and filed separately with the
        Commission.

       

      6.  License

       

      6.1.  Subject
        to the terms and conditions hereinafter set forth, Licensor hereby grants
        the
        Company an exclusive worldwide license, with the right to sublicense, under
        the Licensed Technology to develop, make, have made, use, import, offer for
        sale
        or sell the Licensed Product.

       

      6.2.  The
        License shall remain in force (if not previously terminated according to
        the
        provisions of this Agreement) until the later of the date of expiry of the
        last
        to expire of the Patent Rights or the twentieth anniversary of the Effective
        Date.

       

      7.  Royalties

       

       

      7.1.  In
        consideration of the License, the Company shall pay Licensor a royalty of
        *****
        of all Net Sales. In the event the Company shall have to pay a royalty to
        a
        third party to commercialize the Licensed Product, the Company may reduce
        royalty payments on Net Sales to Licensor by ***** royalty paid by the Company
        to such third party; provided that the Company’s royalty paid to Licensor on Net
        Sales shall not be less than *****. 

       

      7.2.  In
        consideration of the License, the Company shall also pay Licensor ***** of
        any
        milestone payments received by the Company from its Sublicensees. In the
        event
        the Company shall have to pay a license fee or royalty to a third party to
        commercialize the Licensed Product, the Company may credit against the amounts
        otherwise due Licensor on milestones, ***** made to such third party; provided
        that the percentage of milestone payments paid to Licensor shall not be less
        than *****.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      *****
        Confidential material redacted and filed separately with the
        Commission.

       

      7.3.  Amounts
        payable to Licensor under this Section 7 shall be paid to Licensor
        on a
        quarterly basis and no later than ***** after the end of each calendar quarter,
        commencing with the first calendar quarter in which any Net Sales or milestone
        payments are received; provided, however, payments on Net Sales by Sublicensees
        shall be paid to Licensor no later than ***** after the end of the calendar
        quarter when such payments are received by the Company. The Company shall
        take
        all reasonable actions as shall be necessary to protect the interests of
        Licensor to receive royalties hereunder, including the submission of reports
        and
        the maintenance of detailed accounts substantiating the calculations of
        royalties being paid to Licensor. Licensor is authorized to appoint an
        independent certified public accountant reasonably acceptable to the Company
        to
        audit such accounts during normal business hours and upon reasonable advance
        notice, solely for the purpose of verifying the accuracy of the payment
        calculations made. Such inspection shall be at Licensor’s sole expense unless it
        reveals an underpayment of at least ***** of the amount due, in which case
        the
        reasonable costs of such inspection shall be promptly reimbursed by the Company
        together with prompt payment for any unpaid amounts that are discovered.
        The
        Company shall pay to Licensor interest on amounts payable to Licensor from
        the
        date such payments were due at the base rate of the German Federal Bank plus
        ***** per annum.

       

      8.  Confidentiality

       

      8.1.  The
        Company and Licensor each shall use reasonable care to avoid disclosure of
        the
        Licensed Technology to any third party, and each party shall be liable to
        the
        other for unauthorized disclosure or failure to exercise such reasonable
        care.
        Neither party shall have any obligation with respect to the Licensed Technology
        to the extent that it (a)  is in the public domain at the Effective
        Date or
        becomes part of the public domain thereafter other than through a violation
        of
        this undertaking of confidentiality, (b) was known to such party at the time
        of
        disclosure, or (c) was subsequently disclosed to such party by a third
        party not in breach of any confidentiality obligations. 

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      *****
        Confidential material redacted and filed
        separately with the Commission.

       

      8.2.  In
        addition to and without derogating from the foregoing, the Company undertakes
        not to use the names of Licensor ***** in any advertising, sales literature,
        promotional material or other publications, but excluding private placement
        memoranda and public offering registration statements, without the prior
        written
        approval of Licensor (such approval not to be unreasonably withheld or delayed).
        Once an approval has been granted by Licensor to a certain form of words
        for use
        in a particular context, then the same form of words can be used again by
        the
        Company in the same context, without further approval from
        Licensor.

       

      8.3.  For
        the
        removal of doubt, nothing in Sections 8.1 and 8.2 above contained
        shall be
        deemed to prevent the Company from mentioning the names of Licensor *****,
        or to
        prevent the Company from disclosing any information, where such mention or
        disclosure is to competent authorities for the purposes of obtaining approval
        or
        permission for the exercise of the License or is in the fulfillment of any
        legal
        duty owed to any competent authority.

       

      8.4.  The
        obligations of Licensor under Section 8.1 above to the contrary
        notwithstanding, it is hereby expressly agreed that ***** shall have the
        right
        to (and, with ***** consent, his students shall have the right to) publish
        articles relating to the Licensed Technology in scientific publications,
        provided that at least ***** before the intended date of such publication,
        the
        text thereof shall be submitted to the Company in order to enable it to file,
        or
        request the filing of, a patent application relating to the subject-matter
        of
        the article before the publication takes place. Licensor shall, and shall
        use
        its reasonable efforts to cause ***** to use its or his, as the case may
        be,
        reasonable efforts to include the name of the Company in any such article
        or
        publication. 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      *****
        Confidential material redacted and filed separately with the
        Commission.

       

      9.  No
        Assignment 

       

      Except
        as
        expressly provided herein, the Company may not assign all or any of its rights
        or obligations under this Agreement without the prior written consent of
        Licensor, which shall not be unreasonably withheld or delayed, except that
        the
        Company may, without such consent, assign this Agreement and its rights and
        obligations under this Agreement, in whole or in part, to its Affiliates,
        to any
        purchaser or other transferee of all or substantially all of its assets in
        the
        line of business to which this Agreement pertains, or to any successor
        corporation resulting from any merger or consolidation of the Company with
        or
        into another entity.

       

      10.  Term
        and Termination

       

      10.1.  Unless
        previously terminated or extended in accordance with the provisions hereof,
        the
        respective obligations of the parties hereto under Sections 2 and
        3 above
        shall terminate at the expiration of the Research Period. The Company may
        extend
        the Research Period by one additional year by the giving of written notice
        of
        extension to Licensor at ***** days prior to the expiration of the initial
        Research Period. Upon the giving of such notice, the parties shall negotiate,
        in
        good faith, the funding obligations of the Company during, and with respect
        to,
        such extended period. The provisions of this Section 10.1 will not
        affect
        the rights of the parties with respect to the License or the Licensed
        Technology, which will be governed by Section 10.2 below.

       

      10.2.  Unless
        this Agreement is previously terminated in accordance with this Section 10.2,
        the License shall continue in full force and effect as set forth in Section
        6.2. Either Licensor or the Company may terminate this Agreement and the
        License
        hereunder by serving a written notice to that effect on the other, upon or
        after
        the winding up or insolvency of the other, or upon or after the commitment
        of a
        material breach hereof by the other (which breach cannot be cured or, if
        curable, has not
        been
        cured by the party in breach within 60 days after receipt of a written notice
        to
        the other party in respect of such breach); and in such event this Agreement
        and
        the License hereunder shall be terminated forthwith upon receipt of notice
        as
        aforesaid.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      *****
        Confidential material redacted and filed separately with the
        Commission.

       

      10.3.  Upon
        termination of this Agreement and the License thereunder pursuant to
        Section 10.2, all rights to the Licensed Technology vested in the
        Company
        shall revert to Licensor, and the Company shall not thereafter be entitled
        to
        make any use of the Licensed Technology. The termination of this Agreement
        for
        any reason shall not relieve the parties of any obligations to make payments
        thereunder which shall have accrued prior to such termination.

       

      11.  Representations

       

      11.1.  The
        Company hereby represents to Licensor as follows:

       

      (a)  The
        Company is a corporation duly organized, validly existing and in good standing
        under the laws of the State of Israel. The Company has been granted all
        requisite power and authority to carry on its business and to own and operate
        its properties and assets. The execution, delivery and performance of this
        Agreement have been duly authorized by the Board of Directors of the
        Company;

       

      (b)  There
        is
        no pending or, to the Company’s knowledge, threatened litigation involving the
        Company which would have any material adverse effect on this Agreement or
        on the
        Company’s ability to perform its obligations hereunder; and

       

      (c)  There
        is
        no indenture, contract, or agreement to which the Company is a party or by
        which
        the Company is bound which prohibits or would prohibit the execution and
        delivery by the Company of this Agreement or the performance or observance
        by
        the Company of any material term or condition of this Agreement.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      *****
        Confidential material redacted and filed separately with the
        Commission.

       

      11.2.  Licensor
        represents to the Company as follows:

       

      (a)  The
        execution and delivery of this Agreement have been duly authorized by all
        requisite action on the part of Licensor and Licensor has all right, power
        and
        authority necessary to grant the License and perform its other obligations
        hereunder.

       

      (b)  There
        is
        no pending or, to Licensor’s knowledge, threatened litigation involving Licensor
        which would have any material adverse effect on this Agreement or Licensor’s
        ability to perform its obligations hereunder;

       

      (c)  To
        the
        best of Licensor’s knowledge, Licensor holds exclusive worldwide rights in and
        to the Existing Technology and, as of the Effective Date,
        there are no restrictions on its rights to license the Existing Technology
        to
        the Company. Licensor has not received notice of, and has no knowledge of
        any
        basis for, any claim that the Existing Technology infringes on any patent
        or
        other intellectual property right or trade secret of any third party;
        and

       

      (d)  Licensor
        has not previously granted, and will not grant, during the term of this
        Agreement, any right, license or interest in or to the Licensed Technology
        in
        the Field or with respect to the Licensed Product.

       

      12.  Governing
        Law and Forum 

       

      This
        Agreement shall be governed by the laws of England and Wales. The parties
        agree
        to submit to the jurisdiction of the courts of London, England.

       

      13. Entire
        Agreement 

       

      This
        Agreement, together with the Exhibits constitutes the entire agreement between
        the parties pertaining to the subject matter hereof. The parties expressly
        intend that this Agreement shall supersede that certain Research and License
        Agreement between the parties dated ***** and that the terms of this Agreement
        shall apply to the Antibodies listed on Exhibit
        A.
        Any
        addition or amendment of this Agreement shall not be effective unless in
        writing
        signed by the authorized signatories of both parties.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      *****
        Confidential material redacted and filed separately with the
        Commission.

       

      13.  Notices
        

       

      All
        notices shall be in writing mailed via certified mail, return receipt requested,
        or overnight express mail, courier providing evidence of delivery, addressed
        as
        follows, or to such other address as may be designated by written notice
        so
        given from time to time:

       

      
        	
                If
                  to Licensor

              	
                DRK
                  Blutspendediendst Baden-Wurttenberg, Institut Ulm

              
	 	
                Helmholtzstrasse
                  10

              
	 	
                89081
                  Ulm

                Germany

              
	 	
                Attention:
                  ***** 

              
	 	 
	
                If
                  to the Company:

              	
                XTL
                  Pharmaceuticals Ltd.

              
	 	
                Kiryat
                  Weizmann

              
	 	
                P.O.
                  Box 370

              
	 	
                Rehovot
                  76100, Israel

              
	 	
                Attention:
                  Chief Executive Officer

              
	 	 


      

      Notices
        shall be deemed given as of the date received.

       

      
 

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      *****
        Confidential material redacted and filed
        separately with the Commission.

      
 

      IN
        WITNESS WHEREOF the parties hereto have set their signatures as of the 18th
        day
        of April, 2000.

       

      
        	
                DRK
                  BLUTSPENDEDIENDST BADEN-WURTTENBERG, INSTITUT ULM

              	
                XTL
                  BIOPHARMACEUTICALS, LTD.

              
	 	 
	 	 
	
                By:  
                  _________________________________     

              	
                By:  
                  _________________________________      

              
	 	 
	
                Title:
                  _________________________________      

              	
                Title:
                  _________________________________      

              


      

      


      
         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

      

      *****
        Confidential material redacted and filed separately with the
        Commission.

       

      Exhibit
        A

      


      *****

      


      *****  *****

      *****  *****

      *****  *****

      *****  *****

      *****  *****

      


      Note
        that
        confidential
        treatment has been requested and one (1) page of material from this Exhibit
        A
        has been omitted and filed separately with the Commission.



      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      *****
        Confidential material redacted and filed separately with the
        Commission.

       

      Exhibit
        B

      


      Existing
        Technology

      


      


      *****

       

      *****:

       

      


      *****

       

      *****

       

      *****

       

      *****

       

      *****

       

      *****

       

      *****

       

      *****

       

      *****

       

      *****

       

      


      Note
        that
        confidential
        treatment has been requested and one (1) page of material from this Exhibit
        B
        has been omitted and filed separately with the Commission.


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      *****
        Confidential material redacted and filed separately with the
        Commission.

       

      Exhibit
        C

      


      Work
        Plan

      


      


      
        	
                -

              	
                *****

              


      

       

      
        	
                -

              	
                *****

              


      

       

      
        	
                -

              	
                *****

              


      

       

      
        	
                -

              	
                *****

              


      

       

      
        	
                -

              	
                *****

              


      

       

      
        	
                -

              	
                *****

              


      

       

      
        	
                -

              	
                *****

              


      

       

      Note
        that
        confidential
        treatment has been requested and one (1) page of material from this Exhibit
        C
        has been omitted and filed separately with the Commission.



      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      *****
        Confidential material redacted and filed separately with the
        Commission.

       

      Exhibit
        D

      


      MATERIALS
        TRANSFER AGREEMENT

      


      *****.

      


      1. *****.

      


      2. *****.

      


      3. *****.

      


      4. *****.

      


      5. *****.

      


      


      


      6. *****.

      


      7. *****.

      


      8. *****.

      


      9. *****.

      


      10. *****.

      


      11. *****.

      


      12. *****.

      


      13. *****:

      


      
        	
                *****

              	
                *****

              
	 	
                *****

              
	 	
                *****

              
	 	
                *****

              
	 	 
	
                *****

              	
                *****

              
	 	
                *****

              
	 	
                *****

              
	 	
                *****

              
	 	
                *****

              
	 	 
	 	 


      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      *****
        Confidential material redacted and filed separately with the
        Commission.

       

      *****.

       

      *****.

       

      
        	
                *****

              	
                *****

              
	 	 
	 	 
	 	 
	
                *****

                 

              	
                *****

                 

              
	 	 
	
                *****

                 

              	
                *****

                 

              
	 	 
	
                *****

              	
                *****

              
	 	 
	
                *****

              	
                *****

              


      

      


      Note
        that
        confidential
        treatment has been requested and two pages of material from this Exhibit
        D have
        been omitted and filed separately with the Commission.

      
         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

      


      *****
        Confidential material redacted and filed separately with the
        Commission.

       

      Exhibit
        1

      


      


      *****

      


      


      1. *****

      


      *****

      *****

      *****

      *****

      *****

      *****

      *****

      


      


      2. *****

      


      
        	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              


      

      


      


      3. *****

      


      *****


      


      *****.


      


      Note
        that
        confidential
        treatment has been requested and one (1) page of material from this Exhibit
        1
        has been omitted and filed separately with the Commission.

       

       

      
        
          
          

        

        
          19