Exhibit 10.30


 


EXECUTION VERSION


 


Confidential
Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.


 


PURCHASE
AND ASSIGNMENT AGREEMENT BETWEEN


 


INO THERAPEUTICS LLC


 


(as Buyer)


 


and


 


DATEX-OHMEDA, INC.


 


(as Seller)


 


Dated as of June 27,
2008


 





















 


PURCHASE
AND ASSIGNMENT AGREEMENT


 


AGREEMENT dated as of June 27, 2008 (the
“Effective Date”), between INO Therapeutics LLC, a Delaware limited liability
company (“Buyer”) and Datex-Ohmeda, Inc., a Delaware corporation
(including its successors and assigns, “Seller”, and Buyer and Seller are each
a “Party” to this Agreement).  In
addition, General Electric Company, a New York corporation (“GE”) is party to
this Agreement solely for the purposes of Section 7.12 hereof.


 


W I T N E S S E T H:


 


WHEREAS, Seller and BDX INO LLC, a Delaware
limited liability company (“BDX”), are the sole members of IBD Holdings, LLC, a
Delaware limited liability company formerly known as INO Holdings LLC (“IBD”),
in which Seller owns a 50% interest;


 


WHEREAS, IBD sold certain of its assets to
AGA Gas, Inc.  (“AGA”) and INOCO, Inc.
(“INOCO”) pursuant to that certain Sale and Purchase Agreement, dated as of July 20,
1998 (together with all exhibits and schedules thereto, the “INO Purchase
Agreement”), by and among IBD, AGA, INOCO and the other parties thereto;


 


WHEREAS, pursuant to the terms of the INO
Purchase Agreement, AGA was obligated to make certain payments to IBD, more
particularly defined in subsection 2.3(b)(ii)(x) of Exhibit 2.3(b) to
the INO Purchase Agreement (the “2.3(b)(ii)(x) Payments”);


 


WHEREAS, Buyer is the successor to AGA’s and
INOCO’s obligation to make the 2.3(b)(ii)(x) Payments to Seller;


 


WHEREAS, Buyer desires to purchase from
Seller the right to receive [**]% of the 2.3(b)(ii)(x) Payments, and
Seller desires to sell, assign and transfer such rights to Buyer, upon the
terms and subject to the conditions hereinafter set forth.


 


NOW, THEREFORE, in consideration of the
foregoing and the representations, warranties, covenants and agreements herein
contained, the Parties agree as follows:


 


ARTICLE I

DEFINITIONS


 


Section 1.01 
Definitions.  The following
terms, as used herein, have the following meanings:


 


“2.3(b)(ii)(x) Payments” has the meaning
set forth in the third Whereas clause of this Agreement.


 


“Affiliate” means with respect to any Person,
any Person directly or indirectly Controlling, Controlled by or under common
Control with such other Person.


 


“Agreement” means this Purchase and
Assignment Agreement between Buyer  and
Seller.


 


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“Buyer” has the meaning set forth in the
introductory paragraph to this Agreement.


 


“Control” (including the terms “Controlling,”
“Controlled by,” or “under common Control with”) means the possession, direct
or indirect, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities,
by contract, or otherwise.


 


“Effective Date” has the meaning set forth in
the introductory paragraph to this Agreement.


 


“Governmental Authority” means any
government, court, regulatory or administrative agency or commission, or other
governmental authority, agency or instrumentality.


 


“Indemnification Cap” means Thirty-Five
Million Dollars ($35,000,000).


 


“Indemnified Party” has the meaning set forth
in Section 6.02(a).


 


“Indemnifying Party” has the meaning set
forth in Section 6.02(a).


 


“INO Purchase Agreement” has the meaning set
forth in the first Whereas clause of this Agreement.


 


“Lien” means, with respect to any agreement
or other asset, any mortgage, lien, pledge, charge, security interest or
encumbrance of similar effect in respect of such asset.


 


“Loss” has the meaning set forth in Section 6.01.


 


“Material Adverse Effect” means a material
adverse effect on (i) the ability of Seller to perform its obligations
under this Agreement or its financial condition, or (ii) the validity or
enforceability of this Agreement or the rights or remedies of Buyer hereunder.


 


“Party” has the meaning set forth in the
introductory paragraph to this Agreement.


 


“Person” means an individual, corporation,
partnership, association, trust or other entity or organization, but not
including a government or political subdivision or any agency or instrumentality
of such government or political subdivision.


 


“Purchase Price” has the meaning set forth in
Section 2.01(b).


 


“Seller” has the meaning set forth in the
introductory paragraph to this Agreement.


 


“Transferred Payments” means twenty-five
percent ([**]%) of the 2.3(b)(ii)(x) Payments payable by Buyer from and
after the Effective Date.


 


ARTICLE II

PURCHASE AND ASSIGNMENT OF RIGHTS


 


Section 2.01 
Purchase and Assignment. 
Upon the terms and subject to the conditions of this Agreement:


 


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(a)           Buyer
agrees to purchase from Seller, and Seller agrees to sell, transfer, assign and
deliver, or cause to be sold, transferred, assigned and delivered, to Buyer, on
the Effective Date, free and clear of all Liens, all right, title and interest
of Seller in and to the Transferred Payments.


 


(b)           For
and in consideration of the sale, assignment and transfer of the Transferred
Payments, Buyer shall pay to Seller, on the Effective Date, Four Million
Dollars ($4,000,000) (the “Purchase Price”) by fedwire transfer of immediately
available funds to Seller’s bank account in the United States, as provided in Exhibit A
attached hereto.


 


(c)           Upon
the satisfaction or waiver of the conditions set forth in Article V, the
closing shall take place at the Princeton office of Morgan, Lewis &
Bockius LLP or at such other place as the Parties may agree.


 


Section 2.02 
Excluded Rights and Obligations. 
Buyer is acquiring only the Transferred Payments as expressly set forth
herein.  Buyer shall in no event be
responsible for or otherwise assume any liabilities or obligations relating to
the Transferred Payments, all of which shall be retained by Seller.


 


ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER


 


Seller hereby represents and warrants to
Buyer as of the Effective Date that:


 


Section 3.01 
Existence and Power. 
Seller is a corporation duly formed and validly existing under the laws
of the State of Delaware, and has all powers and all material governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted, except to the extent that the failure to have any
such governmental licenses, authorizations, consents and approvals would not
reasonably be expected to have a Material Adverse Effect.


 


Section 3.02 
Authorization.  The
execution, delivery and performance by Seller of this Agreement, and the
consummation by Seller of the transactions contemplated hereby are within
Seller’s powers and have been duly authorized by all necessary action on the part
of Seller.  This Agreement has been duly
executed and delivered by Seller and constitutes a valid and binding agreement
of Seller, enforceable against Seller in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization and other similar laws of general applicability relating to or
affecting creditors’ rights, and by general equity principles.


 


Section 3.03 
Governmental Authorization. 
The execution, delivery and performance by Seller of this Agreement does
not require any notice to, action or consent 
by or in respect of, or filing with, any Governmental Authority.


 


Section 3.04 
Non-Contravention.


 


(a)           The
execution, delivery and performance by Seller of this Agreement does not and
will not (i) contravene or conflict with or constitute a violation of the
articles of 


 


3





















 


incorporation, bylaws or other formation documents of Seller; (ii) contravene
or conflict with or constitute a violation of any material provision of any
material law or regulation binding upon or applicable to Seller; (iii) contravene
or conflict with or constitute a violation of any judgment, injunction, order
or decree binding upon or applicable to Seller; (iv) constitute a default
under or give rise to any right of termination, cancellation or acceleration of
any material right or obligation of Seller or to a loss of any material benefit
relating to the Transferred Payments; or (v) result in the creation or
imposition of any Lien on the Transferred Payments.


 


(b)           Seller
has not granted, and there does not currently exist, any Lien on the
Transferred Payments.


 


Section 3.05 
No Undisclosed Liabilities. 
There are no liabilities or obligations of Seller related to the
Transferred Payments of any kind whatsoever, whether accrued, contingent,
absolute, determined, determinable or otherwise.


 


Section 3.06 
Non-interference.  To
Seller’s knowledge, there is no action, suit, investigation or proceeding,
pending or, to Seller’s knowledge, threatened, before any Governmental
Authority or arbitrator that, if determined adversely, would reasonably be
expected to interfere with Buyer’s rights to and in the Transferred Payments;
nor has any Person, other than Seller, asserted any right in or to the
Transferred Payments.


 


Section 3.07 
Compliance with Laws. 
Seller is not in violation of, has not violated, and to the knowledge of
Seller, is not under investigation with respect to and has not been threatened
to be charged with or given notice of any violation of, any law, rule,
ordinance or regulation, or judgment, order or decree entered by any
Governmental Authority applicable to the Transferred Payments.


 


Section 3.08 
Seller’s Right in Transferred Payments.  Seller has the right, power and authority to
sell the Transferred Payments to Buyer. 
Seller has not assigned and has not in any other way conveyed,
transferred, or encumbered all or any portion of its right, title and interest
to the Transferred Payments.


 


Section 3.09 
Finders’ Fees.  There is no
investment banker, broker, finder or other intermediary that has been retained
by or is authorized to act on behalf of Seller who might be entitled to any fee
or commission from Buyer upon consummation of the transactions contemplated by
this Agreement.


 


Section 3.10 
NO OTHER REPRESENTATIONS OR WARRANTIES.  EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN SECTION 3.01 THROUGH AND INCLUDING SECTION 3.09, BUYER
ACKNOWLEDGES THAT SELLER DOES NOT MAKE AND HAS NOT MADE ANY OTHER EXPRESS OR
IMPLIED REPRESENTATIONS IN CONNECTION WITH THE TRANSACTION THAT IS THE SUBJECT
OF THIS AGREEMENT.


 


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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER


 


Buyer hereby represents and
warrants to Seller as of the Effective Date that:


 


Section 4.01 
Organization and Existence. 
Buyer is a limited liability company duly formed and validly existing
under the laws of the State of Delaware and has all applicable powers and all
material governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted, except to the extent that the
failure to have any such governmental licenses, authorizations, consents and
approvals would not reasonably be expected to have a material adverse effect on
(a) the ability of Buyer to perform its obligations under this Agreement
or its financial condition, or (b) the validity or enforceability of this
Agreement or the rights or remedies of Seller hereunder.


 


Section 4.02 
Authorization.  The execution,
delivery and performance by Buyer of this Agreement and the consummation by
Buyer of the transactions contemplated hereby are within Buyer’s powers and
have been duly authorized by all necessary action on the part of Buyer.  This Agreement has been duly executed and
delivered by Buyer and constitutes a valid and binding agreement of Buyer,
enforceable against Buyer in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization and other similar laws of general applicability relating to or
affecting creditors’ rights, and by general equity principles.


 


Section 4.03 
Governmental Authorization. 
The execution, delivery and performance by Buyer of this Agreement does
not require any notice to, action or consent by or in respect of, or filing
with, any Governmental Authority.


 


Section 4.04 
Non-Contravention.  The
execution, delivery and performance by Buyer of this Agreement does not and
will not contravene or conflict with or constitute a violation of (a) the
certificate of formation, the operating agreement or other formation documents
of Buyer; (b) any material provision of any material law or regulation
binding upon or applicable to Buyer; or (c) any judgment, injunction,
order or decree binding upon or applicable to Buyer.


 


Section 4.05 
Litigation.  There is no
action, suit, investigation or proceeding pending against, or to Buyer’s
knowledge, threatened against or affecting, Buyer before any Governmental
Authority or arbitrator that, if determined adversely to Buyer, would
reasonably be expected to materially adversely affect Buyer’s ability to
perform its obligations under this Agreement.


 


Section 4.06 
Finders’ Fees.  There is no
investment banker, broker, finder or other intermediary that has been retained
by or is authorized to act on behalf of Buyer who might be entitled to any fee
or commission from Seller upon consummation of the transactions contemplated by
this Agreement.


 


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ARTICLE V

CONDITIONS TO CLOSING


 


Section 5.01 
Conditions to Buyer’s Obligations.  The obligations of Buyer to consummate the
transactions contemplated hereunder on the Effective Date are subject to the
satisfaction or waiver, at or prior to the Effective Date, of each of the
following conditions precedent:


 


(a)           There
shall not have been issued and be in effect any order, decree or judgment of
any Governmental Authority enjoining, preventing or restricting the
consummation of the transactions contemplated hereby;


 


(b)           There
shall not have been instituted or be pending any action or proceeding by any
Governmental Authority or any other Person (i) challenging or seeking to
make illegal, to delay materially or otherwise directly or indirectly to
restrain or prohibit the consummation of the transactions contemplated hereby,
or seeking to obtain material damages in connection with the transactions
contemplated hereby, or (ii) seeking to restrain or prohibit Buyer’s
acquisition or future receipt of the Transferred Payments; and


 


(c)           There
shall not have occurred any event or development, and there shall not be
existing any circumstance, which could reasonably be expected to have a
Material Adverse Effect.


 


Section 5.02 
Conditions to Seller’s Obligations.  The obligations of Seller to consummate the
transactions contemplated hereunder on the Effective Date are subject to the
satisfaction or waiver, at or prior to the Effective Date, of each of the
following conditions precedent:


 


(a)           Seller
shall have received the Purchase Price;


 


(b)           There
shall not have been issued and be in effect any order, decree or judgment of
any Governmental Authority enjoining, preventing or restricting the
consummation of the transactions contemplated hereby; and


 


(c)           There
shall not have been instituted or pending any action or proceeding by any
Governmental Authority or any other Person challenging or seeking to make
illegal, to delay materially or otherwise directly or indirectly to restrain or
prohibit the consummation of the transactions contemplated hereby, or seeking
to obtain material damages in connection with the transactions contemplated
hereby.


 


ARTICLE VI

INDEMNIFICATION


 


Section 6.01 
Indemnification.


 


(a)           Seller
hereby indemnifies Buyer and its Affiliates and their respective predecessors
against, and agrees to hold each of them harmless from, any and all damage,
loss, liability and expense (including, without limitation, reasonable
out-of-pocket expenses of 


 


6





















 


investigation and reasonable attorneys’ fees and expenses in connection
with any action, suit or proceeding until such time as Seller assumes the
defense of such action, suit or proceeding) (collectively, “Loss”) incurred or
suffered by Buyer and its Affiliates arising out of, relating to or resulting
from (i) any misrepresentation or breach of any representation, warranty,
covenant or agreement made by Seller pursuant to this Agreement, or (ii) any
claim or rights asserted by any Person (including, without limitation, IBD) to
the Transferred Payments or rights to payment represented thereby.  The Seller shall not be obligated to
indemnify Buyer or its Affiliates and their respective predecessors for an
amount greater than the Indemnification Cap.


 


(b)           Buyer
hereby indemnifies Seller and its Affiliates against, and agrees to hold each
of them harmless from, any and all Loss incurred or suffered by Seller and its
Affiliates arising out of, relating to or resulting from any misrepresentation
or breach of any representation, warranty, covenant or agreement made by Buyer
pursuant to this Agreement.


 


Section 6.02 
Procedures; No Waiver; Exclusivity.


 


(a)           Each
Party seeking indemnity under Section 6.01 (such Party, an “Indemnified
Party”) agrees to give prompt written notice to the Party from which indemnity
is being sought (such Party, the “Indemnifying Party”), of the assertion of any
claim, or the commencement of any suit, action or proceeding in respect of
which indemnity may be sought under Section 6.01; provided, that
the failure to give such notice shall not affect the Indemnified Party’s rights
hereunder.  The Indemnifying Party shall
control the defense of any such third party suit, action or proceeding at its
own expense; provided, that if the Indemnifying Party fails to undertake
or maintain such defense, the Indemnified Party may control such defense at the
expense of the Indemnifying Party.  The
Indemnifying Party shall not be liable under Section 6.01 for any
settlement effected without its prior consent of any claim, litigation or
proceeding in respect of which indemnity may be sought hereunder; provided,
that such consent may not be unreasonably withheld.


 


(b)           No
investigation by Buyer of any matters shall limit Buyer’s right to
indemnification hereunder.


 


(c)           The
representations, warranties, covenants and agreements contained herein shall
survive the Effective Date.  The
expiration of any term of this Agreement shall not excuse any Party from its
liability in respect of any breach hereof prior to such expiration.


 


Section 6.03 
Best Efforts.  Seller shall
use its best efforts to cause IBD to enter into an agreement with Buyer within
forty-five (45) days of the Effective Date, pursuant to which IBD shall
transfer and assign to Buyer the Transferred Payments for no additional consideration,
pursuant to such terms and conditions reasonably agreed to by Buyer.


 


ARTICLE VII

MISCELLANEOUS


 


Section 7.01 
Notices.  All notices,
requests and other communications to a Party hereunder shall be in writing and
shall be given by overnight courier, courier or facsimile as follows:


 


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(a)           if
to Buyer, to:


 


INO Therapeutics LLC

6 Route 173

Clinton, New Jersey 08809

Attention:  General Counsel

Tel:  (908) 238-6673

Fax:  (908) 238-6773


 


with copies to:


 


Morgan, Lewis & Bockius LLP

502 Carnegie Center

Princeton, New Jersey 08540-6241

Attention:  Denis Segota, Esq.

Tel:  (609) 919-6622

Fax:  (609) 919-6701


 


(b)           if
to Seller, to:


 


Datex-Ohmeda, Inc.

3030 Ohmeda Drive

Madison, WI 53718

Attention:  President

Tel:  (608) 221-1551

Fax:  (608) 223-2476


 


with copies to:


 


GE Healthcare, Clinical Systems

9900 Innovation Drive, RP-2131

Wauwatosa, WI 53213

Attention:  General Counsel

Tel:  (608) 221-1551

Fax:  (608) 223-2476


 


or to such other address as any Party may have
furnished to the other in writing in accordance herewith.  All notices and other communications given to
any Party in accordance with the provisions of this Agreement shall be deemed
to have been given on the date of receipt if delivered by hand or overnight
courier service or sent by fax prior to 4:00 p.m. EST, in each case
delivered or faxed (properly addressed) to such Party as provided in this Section 7.01.


 


Section 7.02 
Amendments; No Waivers.


 


(a)           Any
provision of this Agreement may be amended or waived if, and only if, such
amendment or waiver is in writing and signed, in the case of an amendment, by
Buyer and Seller, or in the case of a waiver, by the Party against whom the
waiver is to be effective.


 


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(b)           No
failure or delay by any Party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. 
The rights and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided by law.


 


Section 7.03 
Expenses.  Except as
otherwise provided herein, all costs and expenses incurred in connection with
this Agreement shall be paid by the Party incurring such cost or expense.


 


Section 7.04 
Successors and Assigns. 
The provisions of this Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors and assigns.  This Agreement and the Parties’ respective
rights and obligations hereunder may not be sold, assigned or transferred
without the prior written consent of the other Party; provided, that
nothing herein shall prohibit or restrict Buyer from assigning any of its
rights and obligations hereunder to any Affiliate of Buyer.


 


Section 7.05 
Governing Law; Jurisdiction. 
This Agreement shall be construed in accordance with and governed by the
law of the State of New York without regard to any conflicts of law principles
thereof that would call for the application of the laws of any other
jurisdiction.  The Parties agree that any
suit, action or proceeding seeking to enforce any provision of, or based on any
matter arising out of or in connection with, this Agreement or the transactions
contemplated hereby shall be brought exclusively in the United States District
Court for the Southern District of New York or any New York state court, so
long as one of such courts shall have subject matter jurisdiction over such suit,
action or proceeding, and that any cause of action arising out of this
Agreement shall be deemed to have arisen from a transaction of business in the
State of New York and each of the Parties hereby irrevocably consents to the
jurisdiction of such courts (and of the appropriate appellate courts therefrom)
in any such suit, action or proceeding and irrevocably waives, to the fullest
extent permitted by law, any objection that it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding in any such court or
that any such suit, action or proceeding which is brought in any such court has
been brought in an inconvenient forum. 
Process in any such suit, action or proceeding may be served on any
party anywhere in the world, whether within or without the jurisdiction of any
such court.  Without limiting the
foregoing, each Party agrees that services of process on such Party as provided
in Section 7.01 shall be deemed effective service of process on such
Party.


 


Section 7.06 
Waiver of Jury Trial.  EACH
OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 7.07 
Counterparts.  This
Agreement may be signed in any number of counterparts, each of which shall be
an original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.


 


Section 7.08 
Entire Agreement.  This
Agreement and the Exhibits hereto constitute the entire agreement between the
Parties with respect to the subject matter hereof and supersede all 


 


9

















 


prior agreements, understandings and negotiations, both written and
oral, between the Parties with respect to the subject matter of this
Agreement.  No representation,
inducement, promise, understanding, condition or warranty not set forth herein
has been made or relied upon by any Party. 
None of this Agreement, nor any provision hereof, is intended to confer
upon any Person other than the Parties any rights or remedies hereunder.


 


Section 7.09 
Captions; Dollars.  The
titles and captions herein are included for convenience of reference only and
shall be ignored in the construction or interpretation hereof.  All references to dollars and “$” shall mean
U.S. dollars.


 


Section 7.10 
Further Assurances.  After
the Effective Date, Buyer and Seller agree to execute and deliver such other
documents, certificates, agreements and other writings and to take such other
actions as may be reasonably necessary in order to give effect to the
transactions contemplated by this Agreement.


 


Section 7.11 
Severability.  Wherever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Agreement shall be prohibited by or invalid under such law, such provision
shall be ineffective only to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or the remaining
provisions of this Agreement.


 


Section 7.12 
GE Guarantee.  GE, as
primary obligor and not just as surety, hereby guarantees to Buyer the
performance of all obligations of Seller under this Agreement, including the
due and prompt payment by Seller of any amounts payable under this Agreement
and any damages, indemnification or other financial compensation for breach of
this Agreement by Seller.


 


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IN WITNESS WHEREOF, the Parties have caused
this Purchase and Assignment Agreement to be duly executed by their respective
authorized officers as of the day and year first above written.


 


 


	
   

  	
  INO
  THERAPEUTICS LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David E. Shaw

  
	
   

  	
   

  	
  Name:
  

  	
  DAVID
  E. SHAW

  
	
   

  	
   

  	
  Title:

  	
  EXECUTIVE
  CHAIRMAN

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DATEX-OHMEDA,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  J.J. Crenshaw

  
	
   

  	
   

  	
  Name:
  

  	
  J.J.
  Crenshaw

  
	
   

  	
   

  	
  Title:

  	
  CFO
  – [illegible] Systems

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GENERAL
  ELECTRIC COMPANY, solely for purposes of Section 7.12

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Omar Ishrak

  
	
   

  	
   

  	
  Name:
  

  	
  Omar
  Ishrak

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 

















 


Exhibit A


 


Wire Transfer Instructions


 


For
Seller:


 


Bank
Name:  [**]

Bank ID:  [**]

Account No:  [**]

Account Name:  [**]

ABA:  [**]