-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dj7SVcmm2XKW6NLjpch5fVPbLXpHpR9REpO/FgxjPHdVSUuSr3ocjMW26ICY1uCi vYy48OxJLHg+GW8DQWNnzg== 0000707511-96-000003.txt : 19960605 0000707511-96-000003.hdr.sgml : 19960605 ACCESSION NUMBER: 0000707511-96-000003 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960604 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALPHA 1 BIOMEDICALS INC CENTRAL INDEX KEY: 0000707511 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 521253406 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-15070 FILM NUMBER: 96576516 BUSINESS ADDRESS: STREET 1: 6707 DEMOCRACY BLVD STREET 2: SUITE 111 CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 2025644400 MAIL ADDRESS: STREET 1: 6707 DEMOCRACY BLVD STREET 2: SUITE 111 CITY: BETHESDA STATE: MD ZIP: 20817 10-K405/A 1 FORM 10-K405/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-15070 Alpha 1 Biomedicals, Inc. (Exact name of registrant as specified in its charter) Delaware 52-1253406 (State or other jurisdiction of (I.R.S.Employer Identification Number) incorporation or organization) 6707 Democracy Blvd., Suite 111 Bethesda, Maryland 20817 (Address of principal executive offices including zip code) Registrant's telephone number, including area code: (301) 564-4400 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered None N/A Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value (Title of Class) Class C Warrants (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x] The approximate aggregate market value of voting stock held by nonaffiliates of the registrant is $3,780,000 as of March 26, 1996. * The number of shares of registrant's Common Stock outstanding as of March 26, 1996: 8,977,429 Documents Incorporated by Reference Document Form 10-K Part(s) None *The number of shares held by nonaffiliates was determined by excluding from the number of shares outstanding 336,724 shares of Common Stock held by directors and officers outstanding at March 26, 1996. Exclusion of shares held by any person should not be construed to indicate that such person possesses the power, directly or indirectly, to direct or cause the direction of management and policies of the registrant, or that such person controls, is controlled by or is under common control with the registrant. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ALPHA 1 BIOMEDICALS, INC. (Registrant) By: /s/ Michael L. Berman Michael L. Berman President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/ Michael L. Berman President and Chief Executive Michael L. Berman Officer (Principal Executive Officer) June 4, 1996 EX-10 2 EXHIBIT 10.23 EMPLOYMENT AGREEMENT This Agreement, dated as of this 1st day of February, 1995, is entered into by and between Alpha 1 Biomedicals, Inc., a Delaware corporation having offices at 6903 Rockledge Drive, Suite 1200, Bethesda, Maryland 20817 ("Alpha") and Robert J. Lanham, an individual residing at 2014 Gunnell Farms Drive, Vienna, Virginia 22181 ("Mr. Lanham"). WHEREAS, Mr. Lanham has experience in the operation and administration of businesses and in financial matters related thereto; WHEREAS, Alpha wishes to continue to employ Mr. Lanham as Vice President and Chief Finance Officer, and Mr. Lanham wishes to continue in this capacity. NOW, THEREFORE, The parties hereto, intending to be legally bound, agree as follows: 1. Engagement. Alpha hereby employs Mr. Lanham as Vice President and Chief Finance Officer, and Mr. Lanham hereby accepts such employment, pursuant to the terms and conditions hereinafter set forth. 2. Term. This Agreement is for a one year term commencing on the date hereof. 3. Duties. During the term of this Agreement and in accordance with the Bylaws of Alpha, the services to be performed by Mr. Lanham shall be as Vice President and Chief Finance Officer of Alpha. Mr. Lanham shall use his best efforts and shall act in good faith in performing all duties required to be rendered under this Agreement. 4. Availability. Mr. Lanham shall devote his entire working time, attention and energies to the affairs of Alpha, and shall not during the term of this Agreement be engaged in any other business activities whether or not such business activity is pursued for gain, profit or other pecuniary advantage, without the express written concurrence of Alpha. 5. Expenses. Alpha shall reimburse Mr. Lanham promptly upon the presentation of itemized vouchers for all ordinary and necessary business expenses incurred by him in the performance of his duties hereunder. 6. Compensation. As compensation for the services to be rendered by Mr. Lanham, Alpha agrees to pay him at the annual salary of $115,000, payable in bi-weekly installments as well as such other compensation, including bonuses, that Alpha may approve from time to time. Salary and any other payments shall be subject to withholding and other applicable taxes. Mr. Lanham shall be entitled to participate in all employee benefits and insurance programs as are made available to employees of Alpha generally, however, as an exception to the general vacation policy, he will receive four weeks vacation with pay per year. 7. Ownership of Material Information. All rights, title and interest of every kind and nature whatsoever in and to discoveries, inventions, improvements, patents (and applications therefor), copyrights, ideas, know-how, laboratory notebooks, creations, properties and all other proprietary rights arising from or, in any way related to, Mr. Lanham's services hereunder shall become and remain the exclusive property of the Company, and he shall have no interest therein. 8. Trade Secrets. Mr. Lanham covenants and agrees with Alpha that he will not during the term of this Agreement or thereafter disclose to anyone (except to the extent reasonably necessary for him to perform his duties hereunder) any confidential information, including but not limited to list of customers, financial or cost information, and confidential scientific and clinical information concerning the business or affairs of Alpha or any of its affiliates or subsidiaries, which he may have acquired in the course of, or incident to, the performance of his duties pursuant to the terms of this Agreement or pursuant to any prior dealings with Alpha or with any of Alpha's affiliates or subsidiaries. In the event of a breach of threatened breach by Mr. Lanham of the provisions of this paragraph, Alpha shall be entitled to an injunction restraining him from disclosing, in whole or in part, such information of from rendering any services to any person, firm, corporation, association or other entity to whom such information has been disclosed or is threatened to be disclosed. Nothing herein shall be construed as prohibiting Alpha from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from Mr. Lanham. 9. Termination for Cause. Mr. Lanham's employment hereunder may be terminated by Alpha in the event of any willful or unlawful act or course of action by him during the term of this Agreement which materially injures Alpha or any act which is criminal in nature or affects adversely the reputation of Alpha or its employees, unless such act is performed at the direction of the Board. If Mr. Lanham's employment hereunder is so terminated, it shall terminate immediately upon receipt of notice of termination, and he shall be entitled to compensation only through the date of such termination. Termination of him under this Section 9 shall not terminate his obligations under Sections 7, 8, and 13 of this Agreement. 10. Termination Without Cause. Alpha may terminate this Agreement without any cause at any time upon two (2) week's written notice to Mr. Lanham. In that event, Mr. Lanham, if requested by Alpha, may continue to perform his duties under this Agreement and shall be paid his regular compensation up to the date of termination. Termination of Mr. Lanham under this Section 10 shall not terminate this obligations under Section 7 and 8 of this Agreement. 11. Resignation. Mr. Lanham may resign his employment under this Agreement at any time. Such resignation by Mr. Lanham shall not terminate his obligations under Section 7, 8 and 13 of this Agreement. 12. Death or Disability. In the event of the death or disability of Mr. Lanham during the term of this Agreement or any renewal term thereto, Alpha shall continue to pay him or his legal representative, as the case may be, compensation provided hereunder for a period, from his death or a determination by Alpha that his disability is such that he no longer can carry out his duties under this Agreement, equal to one month's salary. Disability for purpose of this Section 12 shall mean disability as defined in the long term disability insurance policy in effect at the time provided such policy exists, or inability to perform duties for greater than a six (6) period. 13. Non-Competition. Following termination of employment, other than without cause, Mr. Lanham will not for a period of one year, without the consent of Alpha, directly or indirectly, own manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any business engaged in research and development, production or sale of a thymic hormone product, or any other specific product being developed, produced or sold by Alpha at the time of such termination of employment. In the event of his actual or threatened breach of the provisions of this paragraph, Alpha shall be entitled to, and he hereby consents to an injunction restraining him therefrom. However, nothing herein shall be construed as prohibiting Alpha from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from him. Mr. Lanham agrees that the provision of this Section 13 are necessary and reasonable to protect Alpha in the conduct of its business. If any restriction contained in this Section 13 shall be deemed to be invalid or unenforceable by reason of the extent, duration or geographic scope thereof, then Alpha shall have the right to reduce such extent, duration, geographic scope or other provisions thereof; and in their reduced form such restrictions shall then be enforceable in the manner contemplated hereby. 14. Insurance. Alpha will obtain and maintain for the benefit of Mr. Lanham, while he is employed under this Agreement, an insurance policy with a value of $350,000 payable to the estate of Mr. Lanham, provided that Alpha shall be bound by this provision only to the extent that Alpha's annual cost of such policy does not exceed $3,000. Mr. Lanham acknowledges that the cost of this premium will be defined as income for the purpose of reporting income as required by law. 15. Arbitration. Except as provided otherwise in this Agreement, at the request of either party to this Agreement, all disputes arising under or in connection with this Agreement may be submitted to arbitration in Washington, D.C. under the rules of the American Arbitration Association, and the decision of the arbitrator shall be final and binding. Judgment upon the award rendered may be entered and enforced in any court having jurisdiction. 16. Construction. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland. 17. Completeness. This Agreement sets for all, and is intended by all parties to be an integration of all, of the promises, agreements and understandings among the parties hereto with respect to the subject matter hereof, and there are no promised, agreements or understandings, oral or written, expressed or implied, among them other than set for or incorporated by references herein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ALPHA 1 BIOMEDICALS, INC. /s/ Robert J. Lanham /s/ Michael L.Berman Robert J. Lanham Michael L. Berman, Ph.D. President & CEO EX-10 3 EXHIBIT 10.24 ASSIGNMENT OF LEASE This ASSIGNMENT OF LEASE (hereinafter "Assignment") is made on March 22, 1995, between ALPHA 1 BIOMEDICALS, INC. (hereinafter "Assignor"), whose address is Two Democracy Center, 6903 Rockledge Drive, Suite 1200, Bethesda, Maryland 20817, and SCIOS NOVA INC. (hereinafter "Assignee"), whose address is 2450 Bayshore Parkway, Mountain View, California 94043, who agree as follows: 1. Recitals. This Assignment is made with reference to the following facts and objectives: 1.1 Assignor, as Tenant, entered into a written lease dated January 22, 1993, and subsequent Amendment Nos. 1, 2 and 3 (collectively the "Master Lease," attached hereto as Exhibit A), in which Landlord (John Arrillaga. Trustee, or his Successor Trustee, UTA dated 7/20/77 [John Arrillaga Separate Property Trust] as amended, and Richard T. Peery, Trustee, or his Successor Trustee, UTA dated 7/20/77 [Richard T. Peery Separate Property Trust] as amended, collectively the "Landlord") leased to Assignor and Assignor leased from Landlord premises located in the City of Sunnyvale, County of Santa Clara, State of California ("Premises"), described as follows: a portion of that certain 51,680 square foot, one-story building located at 820 West Maude Avenue, Suite 101, Sunnyvale, California 94086, consisting of approximately 26,920 square feet of space; 1.2 Assignor desires to assign all its right, title, and interest in the Master Lease to Assignee. 2. Effective Date of Assignment. This Assignment shall take effect on March 22, 1995, and Assignor shall give possession of the Premises to Assignee on that date. 3. Assignment and assumption. Subject to the terms hereof and to obtaining the consent of Landlord to this Assignment in the form attached as Exhibit B. (the "Landlord's Consent"), Assignor assigns and transfers to Assignee all its right, title, and interest in the Master Lease, and Assignee accepts the assignment and assumes and agrees to perform, from the date this Assignment becomes effective, as a direct obligation to Landlord, all the provisions of the Master Lease as modified by the Landlord's Consent or this Assignment. 4. Hazardous Materials. Assignor represents and warrants that, to the best of its knowledge and during the term of its occupancy: (i) no hazardous waste or substance was stored, treated or disposed of on the Premises, and that no underground tanks were placed on the Premises; (ii) the Premises is in complete compliance with all applicable statutes and regulations, including environmental, health and safety requirements; (iii) Assignor's business on the Premises disposed of its waste in accordance with all applicable statutes, ordinances and regulations; (iv) Assignor has had no notice of any pending or threatened action or proceeding arising out of the condition of the Premises or alleged violation of environmental, health or safety statutes, ordinances or regulations; (v) no condition exists which might threaten the ability of Assignee to acquire all governmental permits required to operate a business similar to the business of Assignor on the Premises. Assignor and Assignee agree that in terms of allocating their responsibility for Hazardous Materials under the Master Lease (including Section 48), Assignor shall remain responsible for all Hazardous Materials conditions relating to the Premises existing as of the Effective Date, and that Assignee shall be responsible only for changes in the hazardous materials condition of the Premises which result from the operations of Assignee after the Effective Date of this Assignment. 5. Tenant Improvements; Furniture, Fixtures and Equipment. In exchange for $100,000.00 consideration to be paid to Assignor by Assignee upon commencement of and as a precondition to the assignment term, Assignor assigns and transfers to Assignee all its right, title and interest in all existing tenant improvements in the Premises, in their as-is condition, plus the list of existing furniture, fixtures and equipment listed on attached Exhibit C. 6. Assignee to Hold Assignor Harmless. Subject to Sections 3 and 4, if Assignee defaults in its obligations under the Master Lease as modified by this Assignment or the Landlord's Consent and Assignor in its sole discretion pays rent to Landlord or fulfills any of Assignee's other obligations in order to prevent Assignee from being in default, Assignee immediately shall reimburse Assignor for the amount of rent or costs incurred by Assignor in fulfilling Assignee's obligations under this Assignment, together with interest on those sums at the rate of 10% per annum. Assignor and Assignee shall each indemnify and hold harmless the other and its employees, representatives, directors, officers and agents (collectively "Agents"), against and from any and all losses, claims, liabilities, judgments, costs, demands, causes of action, and expenses (including, without limitation, reasonable attorneys' fees and consultants' fees) (collectively "Claims") arising from or related to the following: (a) each such party's use of the Premises or from any activity done, permitted or suffered by such party in, on or about the Premises, the Building, or the Property; (b) any act or omission by such party and/or their respective Agents in connection with or related to this Assignment, the Building, or the Property; (c) any breach or default of such party in the terms of this Assignment; and (d) any action or proceeding brought by Landlord pursuant to the parties' joint and several indemnification of Landlord pursuant to Section 5 of the Landlord's Consent arising as a result of the foregoing. If any action or proceeding is brought against a party for which it is entitled to be indemnified hereunder, (the "Indemnified Party"), upon notice from the other party (the "Indemnifying Party"), the Indemnifying Party shall defend the same at such party's expense with counsel reasonably satisfactory to the Indemnified Party. The obligations of Assignor and Assignee under this Section 6 shall survive any termination of the Assignment or the Master Lease. 7. Default of Lease; Notice to Assignor 7.1 Notice to Assignor. If Assignee or Assignor receives a notice of default from Landlord, each shall promptly send a copy to the other. 7.2 Assignor's Remedies Against Assignee. If Assignee defaults under the Master Lease as modified by this Assignment or the Landlord's Consent, Assignor shall have the rights against Assignee that are available by law and those contained in the Master Lease, including, without limitation, Assignor's right to reenter and retake possession of the Premises from Assignee. 8. Prepaid Rent: Security Deposit; Brokers: Prorations; Removal. 8.1 Prepaid Rent: Security Deposit. The parties acknowledge that Landlord now holds the sum of $67,300.00 as a Security Deposit, to be applied subject to the provisions of the Master Lease. Upon commencement of and as a precondition to the assignment term, Assignee shall reimburse Assignor in said amount of $67,300.00 for the existing Security Deposit paid under the terms of the Master Lease. Assignor releases all claims to that sum currently held by Landlord, and the sum shall be held by Landlord for the benefit of Assignee, subject to the provisions of the Master Lease. 8.2 Brokers. Assignor shall be responsible for all compensation of all brokers relating to this Assignment transaction, specifically including Comish & Carey, Catalyst Group and Northbridge Group. 8.3 Prorations. Property taxes, property insurance and any other expenses billed by Landlord under the Master Lease shall be prorated between Assignor and Assignee as of the Effective Date. 8.4 Removal of Property. Not later than March 21, 1995, Assignor shall remove from the Premises the items of personal property listed on Exhibit D. 9. Insurance. Assignee shall carry insurance per the Master Lease and name Assignor as an additional insured. Assignee shall, within 10 days of the execution hereof, provide Landlord with a certificate of insurance from its insurer which confirms that the insurance coverage required to be carried by Tenant under the Master Lease is in full force and effect. 10. Miscellaneous. 10.1 Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Assignment, the prevailing party shall be entitled to recover from the losing party reasonable attorneys' fees and costs of suit. 10.2 Notice. Any notice, demand, request, consent, approval, or communication that either party desires or is required to give to the other party shall be in writing and either be served personally or sent by registered or certified prepaid, first- class mail. Any notice, demand, request, consent, approval, or communication that either party desires or is required to give to the other party shall be addressed to the other party at the address set forth in the introductory paragraph of this Agreement. Either party may change its address by notifying the other party of the change of address. Notice shall be deemed communicated upon receipt if mailed as provided in this paragraph. 10.3 Successors. This Assignment shall be binding on and inure to the benefit of the parties and their successors. 10.4 Governing Laws. This Assignment shall be interpreted and governed by the laws of the state of California as applied to contracts between residents of California that is to be performed in California. IN WITNESS WHEREOF, Assignor and Assignee have executed this Agreement as of the day and year first hereinabove set forth. ASSIGNOR: ASSIGNEE: ALPHA 1 BIOMEDICALS. INC. SCIOS NOVA INC.. a Delaware corporation a Delaware corporation By /s/ Robert J. Lanham By /s/ Richard L. Casey Robert J. Lanham Richard L. Casey Vice President Chairman, President & Finance & Administration Chief Executive Officer Exhibits: A: Master Lease B: Landlord's Consent to Assignment C: Personal Property Sold to Assignee D: Personal Property to be Removed EX-10 4 EXHIBIT 10.25 AGREEMENT RECITALS 1. SciClone Pharmaceuticals, Inc. ("SciClone") and Alpha 1 Biomedicals. Inc. ("Alpha") are parties to a Thymosin Alpha 1 License Agreement, dated as of August 19, 1994, pursuant to which Alpha has licensed to SciClone the worldwide rights (except for several countries) to Thymosin alpha 1 (as defined in Schedule A). 2. Dr. Allan L. Goldstein ("Goldstein"), the chief. scientific advisor of Alpha has significant knowledge regarding the composition, activity, laboratory and clinical experience of Thymosin alpha 1. 3. SciClone wishes to employ Goldstein to serve as a consultant to SciClone in connection with SciClone's development of Thymosin alpha 1, and Alpha wishes to make Goldstein's services available to SciClone. AGREEMENT In consideration of the foregoing and of the promises herein contained, the parties hereto agree as follows: 1. Scope of Service. The services performed by Goldstein for SciClone pursuant to this Agreement are described in Schedule A hereto (the "Services"). 2. Compensation. SciClone shall pay to Alpha for the Services performed by Goldstein the consideration specified in Schedule B hereto. Goldstein shall have no recourse against SciClone for any payments due or made hereunder. 3. Term. This Agreement is for an initial term beginning on October 15, 1995 and ending on October 14, 1996, and shall be automatically renewable thereafter for successive one-year terms, unless terminated in accordance with paragraph 14 hereunder. 4. Proprietary Information. (a) Goldstein agrees to maintain in confidence and not disclose or use, either during or after the term of this Agreement, without the prior express written consent of SciClone, any proprietary or confidential information or know- how disclosed to Goldstein by SciClone in Goldstein's capacity as consultant to SciClone hereunder (the "Proprietary Information"), whether or not such Proprietary Information is the property of SciClone or the property of a SciClone licensor or other third party that disclosed the same to SciClone, and whether or not it is in written form, except (i) to the extent required to perform duties on behalf of SciClone in Goldstein's capacity as a consultant hereunder and only if agreed to in advance by the SciClone officer designated on Schedule C hereto (the "Designated Officer") and (ii) to the extent that disclosure may be required by law or legal process. Such Proprietary Information includes, but is not limited to, technical and business information relating to SciClone's inventions or products, licensing agreements, patent applications relating to SciClone's inventions or licensed to SciClone, research and development, production processes, manufacturing and engineering processes, machines and equipment, finances, customers, marketing, production and business plans. Upon termination of this Agreement or at the request of SciClone before termination, Goldstein will deliver to SciClone all written and tangible material in his possession incorporating the Proprietary Information. These obligations with respect to Proprietary Information extend to information belonging to customers and suppliers of SciClone, who may have disclosed such information to Goldstein as a result of Goldstein's status as a consultant to SciClone hereunder. (b) Goldstein and Alpha acknowledge and understood that the foregoing provision prohibits Goldstein from disclosing Proprietary Information to Alpha or any of its officers, directors, employees or agents, or using Proprietary Information on behalf of or in connection with work performed for Alpha. 5. Inventions. (a) Disclosure and Assignment. (i) Goldstein and Alpha each acknowledge and agree that, subject to the terms of any sponsored research agreement entered into between SciClone and The George Washington University or the Research Agreement (Moody), effective May 1 1990, entered into between Alpha and The George Washington University and assigned to SciClone, or the Research Agreement. effective May 1, 1990 entered into between Alpha and The George Washington University (Badamchian), any and all inventions, improvements, discoveries, technical developments and copyrighted works with respect to Thymosin alpha 1 (as defined on Schedule A hereto), whether or not patentable, which Goldstein conceives, develops or reduces to practice, solely or jointly with others and which result from any work Goldstein performs for SciClone hereunder ("Inventions") will become the sole and exclusive property of SciClone and will not be made available to others during or following the term of the Agreement without the advance written permission of the Designated Officer. (ii) Goldstein agrees to disclose promptly to the Designated Officer all matters which come to Goldstein's attention during the performance of Goldstein's activities pertaining to any and all Inventions. (b) Representations. Goldstein represents and warrants that his activities on behalf of SciClone will not conflict with the Faculty Guidelines or Patent Policy with The George Washington University. Both Alpha and Goldstein agree that Goldstein is acting under this Agreement in Goldstein's capacity as a consultant to SciClone. Goldstein further agrees that the ownership of Inventions and patent rights as set forth in Sections 5(a) and (c) herein are in accordance with Section VII B(3) and VII E of the Patent Policy of The George Washington University. (c) Assignment of Inventions. Subject to the terms of any sponsored research agreement entered into between SciClone and The George Washington University or the Research Agreement (Moody), effective May 1, 1990, entered into between Alpha and The George Washington University and assigned to SciClone, or the Research Agreement, effective May 1, 1990 entered into between Alpha and The George Washington University (Badamchian), Goldstein hereby assigns to SciClone his entire right to all the Inventions. Goldstein further agrees to cooperate with SciClone or its designee(s), both during and after the term of this Agreement, in the procurement and maintenance of SciClone's intellectual property rights as a result of Goldstein's work for SciClone with respect to Thymosin alpha i hereunder, and to sign all papers which SciClone may deem necessary and desirable for vesting SciClone or its designee(s) with such rights. Goldstein agrees to use his best efforts to keep and maintain adequate and current written records of any Inventions in the form of notes, sketches, drawings or reports relating to said Inventions, which records shall be and remain the property of SciClone. Goldstein agrees to execute, upon request by SciClone, signed transfer of copyright to SciClone when any copyrighted work is created by Goldstein in his capacity as a consultant to SciClone hereunder. (d) Royalties. Goldstein understands and acknowledges that he shall not be entitled to any royalty, commission or other payment or license or right with respect to the Inventions. (e) Future Patent Application or Copyright Registrations. If a patent application or copyright registration is filed by or on behalf of Goldstein within one (1) year after the termination of this Agreement describing an Invention within the scope of Goldstein's work for SciClone under this Agreement, Goldstein and Alpha agree that it is to be presumed that the Invention was conceived by Goldstein during the term of this Agreement. 6. Publications. Goldstein and Alpha agree not to, and Alpha agrees not to cause Goldstein to, publish on the results of any work Goldstein performs for SciClone with respect to Thymosin alpha 1 under this Agreement without the prior written approval of the Designated Officer. 7. Conflicting Obligations. (a) Goldstein and Alpha represent that each of them has advised SciClone in writing prior to the date of signing this Agreement of any relationship with third parties, including competitors of SciClone, which would present a conflict of interest with the rendering of the Services, or which would prevent Goldstein from carrying out the terms of the Agreement. Goldstein and Alpha agree to advise SciClone of any such relationships that arise during the term of this Agreement. SciClone will then have the option to terminate this Agreement without further obligation to Goldstein or Alpha, except to pay to Alpha the compensation earned through the date of termination. (b) Alpha consents and agrees to the performance of Services by Goldstein for SciClone hereunder. Alpha further acknowledges and agrees that the Services to be performed by Goldstein hereunder are of a unique and intellectual character and are capable of being performed only by Goldstein, and that no other officer, director, employee or agent of Alpha may be substituted for Goldstein hereunder. 8. Confidential Information of Others. Goldstein agrees not to disclose to SciClone, or use in connection with his work for SciClone under this Agreement, any confidential or proprietary information or materials belonging to any third party, including without limitation that of Alpha, George Washington University or any prior employer. 9. Written Materials. All records, reports, notes, compilations, or other recorded matter, and copies or reproduction thereof, relating to SciClone's operations, activities or business, made or received by Goldstein in his capacity as a consultant hereunder during the term of this Agreement (the "Written Materials") are and shall be SciClone's exclusive property. Goldstein agrees to keep the Written Materials subject to SciClone's control, and to surrender the Written Materials upon the termination of this Agreement or at the request of SciClone before termination. 10. Prior Inventions. Goldstein agrees to notify SciClone and Alpha in writing before he makes any disclosure or performs any work on behalf of SciClone which appears to threaten or conflict with proprietary rights he or Alpha may claim in any invention or idea. The parties will endeavor to resolve any such conflict before any such work commences. Should the parties be unable to resolve such conflict amicably, SciClone reserves its right to resolve any such conflict with Goldstein or Alpha, as the case may be, in accordance with paragraph 15 herein. 11. Irreparable Harm. Goldstein and Alpha acknowledge that Goldstein's obligations under this Agreement are of a unique and intellectual character which gives them particular value, that a breach of any such obligations will result in irreparable and continuing damage to SciClone for which there may be no adequate remedy at law, and that in the event of a breach by Goldstein or Alpha of their obligations under this Agreement, SciClone shall be entitled to injunctive relief and/or a decree for specific performance and such other relief as may be deemed proper(including monetary damages, if appropriate) by a court of competent jurisdiction. 12. Independent Contractor. Goldstein acknowledges that he is an independent contractor, not an employee or agent of SciClone. Nothing in this Agreement shall render Goldstein an employee or agent of SciClone, nor authorize or empower him to speak for, represent or obligate SciClone in any way. 13. Limited Liability of Alpha. Except for its obligation to make Goldstein available to perform the Services contemplated by this Agreement and except for such other obligations as are specifically provided for herein, Alpha shall have no liability or obligation to SciClone or any other person under this Agreement in connection with or arising out of the Services to be provided hereunder, including without limitation any liability for any negligence or willful misconduct of Goldstein, and SciClone hereby waives and releases Alpha from any and all claims that it might otherwise have against Alpha with respect to the performance by Goldstein of the Services. 14. Termination. SciClone and Alpha each shall have the right to terminate this Agreement at any time upon thirty (30) days prior written notice. Termination shall not affect SciClone's rights or Goldstein's obligations under paragraphs 4, 5, 6 and 9 or the obligations of Alpha under Sections 5(a) and (e) and 6 above. Upon termination, no further payment shall be due from SciClone, except (a) payment for services of Goldstein already rendered and (b) to the extent not paid. payment of a pro rata portion of the minimum annual consulting fee through the effective date of termination. 15. Arbitration. In the event of any dispute, difference or question arising between the parties in connection with this Agreement, that dispute shall be resolved by arbitration between the parties before a single arbitrator jointly designated by the parties. The parties shall determine the place or places where the meetings are to be held in the counties of San Francisco or San Mateo, California, or the District of Columbia, or another mutually convenient location. The arbitrator must base his decision with respect to the difference before him on the content of this Agreement, and will be governed by the rules of the American Arbitration Association. His decision shall be binding on both parties. The fees of the arbitrator and any fees of the American Arbitration Association shall be paid by the party that does not prevail in the arbitration. 16. Miscellaneous. (a) This Agreement represents the entire understanding of the parties as to the subject matter contained in it. This Agreement may not be modified except by a writing signed by each of the parties. (b) This Agreement may not be assigned by Goldstein or Alpha, without prior written consent of SciClone, or by SciClone without the prior written consent of Alpha; provided, however, that without any prior consent SciClone may assign the Agreement to (i) to any United States subsidiary or affiliate; (ii) in connection with the transfer of sale of all or substantially all of its business to a third party domiciled in the United States; (iii) in the event of its merger or consolidations with another company domiciled in the United States. In no case shall consent to assignment be unreasonably withheld. This Agreement shall be binding upon and inure to the benefits of the heirs, successors and assigns of the parties hereto. (c) No amendment of or waiver of any obligation under this Agreement will be enforceable unless set forth in a writing signed by the party against whom enforcement is sought. The waiver of any provision shall not be construed as a waiver of any other provision of this Agreement. (d) If any provision of this Agreement is held to be invalid, void or unenforceable for any reason, the remaining provisions shall nevertheless continue in full force and effect to the fullest extent permitted by law. (e) No party may disclose the contents or terms of this Agreement to third parties at any time, provided, however, that any party may disclose such contents or terms to employees, attorneys, or advisors, to the extent necessary to carry out its obligations herein and to the extent required to comply with applicable law. (f) This Agreement shall be construed in accordance with, and governed by, the laws of the State of California. SciClone: Goldstein: /s/ David S. Horwitz /s/ Allan L. Goldstein signature signature Vice President Allan L. Goldstein title name 10/23/95 Oct 9, 1995 date date ###-##-#### social security number Alpha: /s/ R.J. Lanham signature Vice President & CFO title 10/26/95 date Schedule A Description of Services: 1. Thymosin alpha 1 is defined herein as that 28 amino-acid polypeptide commonly referred to as Thymosin alpha 1 in the existing scientific literature. any and all galenic improvements and/or enhancements thereto. and all modifications, fragments. analogs and synthetic derivatives thereof. 2. Consultation regarding Thymosin alpha 1. including basic. preclinical: and clinical studies. Also consultation regarding prior work with Thymosin alpha 1 to the extent permitted by prior. existing or future arrangements with Alpha 1 Biomedicals, Inc. Assistance in arranging collaboration with other Thymosin alpha 1 investigators. - ----------------------------------------------------------------- Schedule B Fee Arrangements: (1) A $25.000 retainer. payable upon execution of this Agreement and additional $25,000 retainer payable on the commencement date of each successive one-year term. (2) A consulting fee of $250/hour, with a guaranteed minimum annual consulting fee of . $25.000, payable whether or not the corresponding consulting services are utilized. Compensable time shall include all travel time. (3) Reimbursement for all out-of-pocket travel and related expenses, including business class air travel. - --------------------------------------------------------------------- Schedule C SciClone Designated Officer: Dr. David Horwitz. Vice-President EX-10 5 EXHIBIT 10.28 Supplement to EMPLOYMENT AGREEMENT Allan L. Goldstein The Compensation section of the Employment Agreement, between Allan L. Goldstein and Alpha 1 Biomedicals, Inc. dated December 1, 1991, is hereby amended to reflect a change in the compensation for the remaining term of the Agreement to an amount equal to a rate of $36,000 per annum for the remaining term of the Employment Agreement. Accepted and agreed and to become effective the first payroll date in March 1996. February 27,1996 /s/ Michael L. Berman Michael L. Berman, President and Chief Executive Officer /s/ Allan L. Goldstein Allan L. Goldstein EX-23 6 Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of the Registration Statement on Form S-3 (No. 33-57016) and in the Registration Statements on Form S-8 (Nos. 33-50332 and 33-60550) of Alpha 1 Biomedicals, Inc. of our report dated March 29, 1996 appearing on page 19 of this Form 10-K. PRICE WATERHOUSE LLP Washington, DC March 29, 1996 EX-27 7
5 This schedule contains summary financial information extracted from SEC Form 10K and is qualified in its entirety by reference to such financial statements. 12-MOS DEC-31-1995 DEC-31-1995 546,797 284,538 0 0 0 978,039 212,083 (152,553) 1,197,447 1,234,651 0 35,587,266 0 0 (35,624,470) 1,197,447 105,591 105,591 0 4,812,635 (614,847) 0 0 (4,092,197) 0 0 0 0 0 (4,092,197) (.46) 0 Loss per share on a fully diluted basis not calculated since the effect is antidilutive.
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