-----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, Ex3XuaHnTFNCuL0pP1HNLvrLS0t9FyX4YuH+AAK0fqofIfvA6rYWWBGyKA1fVkPF 0x2LKHklKYwAixWNfuWEbw== 0000890163-10-000023.txt : 20100209 0000890163-10-000023.hdr.sgml : 20100209 20100209172500 ACCESSION NUMBER: 0000890163-10-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20100206 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100209 DATE AS OF CHANGE: 20100209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADEONA PHARMACEUTICALS, INC. CENTRAL INDEX KEY: 0000894158 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133808303 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12584 FILM NUMBER: 10585354 BUSINESS ADDRESS: STREET 1: 3985 RESEARCH PARK DRIVE CITY: ANN ARBOR STATE: MI ZIP: 48108 BUSINESS PHONE: 734-332-7800 MAIL ADDRESS: STREET 1: 3985 RESEARCH PARK DRIVE CITY: ANN ARBOR STATE: MI ZIP: 48108 FORMER COMPANY: FORMER CONFORMED NAME: PIPEX PHARMACEUTICALS, INC. DATE OF NAME CHANGE: 20061214 FORMER COMPANY: FORMER CONFORMED NAME: SHEFFIELD PHARMACEUTICALS INC DATE OF NAME CHANGE: 19970730 FORMER COMPANY: FORMER CONFORMED NAME: SHEFFIELD MEDICAL TECHNOLOGIES INC DATE OF NAME CHANGE: 19940606 8-K 1 s22-9563_8k.htm ADEONA 8-K s22-9563_8k.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  February 6, 2010
 
ADEONA PHARMACEUTICALS INC.
(Exact name of registrant as specified in its charter)


Nevada
(State or other jurisdiction of incorporation)
1-12584
(Commission File No.)
13-3808303
(IRS Employer Identification No.)

3930 Varsity Drive, Ann Arbor, Michigan 48108
(Address of principal executive offices)  (Zip Code)
 
Registrant’s telephone number, including area code:       (734) 332-7800

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 


Item 1.01                      Entry into a Material Definitive Agreement.

Effective February 6, 2010, James S. Kuo, M.D., M.B.A., was appointed Chairman, Chief Executive Officer and President of Adeona Pharmaceuticals, Inc. (“Adeona” or the “Company”).

In connection with his appointment, Dr. Kuo entered into a three-year employment agreement with Adeona (the “Employment Agreement”).  Pursuant to the Employment Agreement, Dr. Kuo will be entitled to an annual base salary of $199,000 and will be eligible for discretionary performance and transactional bonus payments.  Additionally, Dr. Kuo was granted options to purchase 400,000 shares of the Company’s common stock with an exercise price equal to the Company’s per share market price on the date of issue. Of these options, 100,000 vested immediately upon grant and the remainder will vest pro rata, on a monthly basis, over the following thirty-six months.  Dr. Kuo will perform substantially all of his professional duties under the agreement from the Company’s offices.  The Employment Agreement also includes confidentiality obligations and inventions assignments by Dr. Kuo.

The information contained in this Item 1.01 regarding such Employment Agreement is qualified in its entirety by the copy of the Employment Agreement attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by this reference.

Item 5.02               Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective February 6, 2010, Max Lyon resigned from his positions of (i) director of Adeona and (ii) CEO and President of Adeona.  In connection with his resignation, Mr. Lyon will receive a severance payment in the form of shares of stock valued at $22,613 pursuant to a Separation Agreement dated February 6, 2010 between Mr. Lyon and Adeona.  The information contained in this Item 5.02 regarding such Separation Agreement is qualified in its entirety by the copy of the Separation Agreement attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated herein by this reference.

Effective February 6, 2010, James S. Kuo, M.D., M.B.A., was appointed Chairman, Chief Executive Officer and President of Adeona.

From 2007 to 2010, Dr. Kuo was the Chairman and Chief Executive Officer of Cordex Pharma, Inc., a publicly-traded company focused on clinically developing pharmaceuticals for cardiovascular diseases. From 2003 to 2006, he served as Chairman and Chief Executive Officer of BioMicro Systems, Inc., a venture-backed company commercializing a device for genetic analysis. Prior to that time, Dr. Kuo was President and Chief Executive Officer of Discovery Laboratories, Inc., where he raised over $22 million in funding and took the company public. He has held licensing and business development positions at Pfizer, Inc., and Myriad Genetics, Inc. Dr. Kuo has been Managing Director of Venture Analysis at HealthCare Ventures, LLC, and Vice President at Paramount Capital Investments, LLC. He is further a founder of both Monarch Labs, LLP, a private company commercializing a medical device and MSK Pharma, a private company developing pharmaceuticals for musculoskeletal diseases. Dr. Kuo simultaneously received his M.D. from the University of Pennsylvania School of Medicine and his M.B.A. from the Wharton School of Business.
 
 
 

 
In connection with his appointment, Dr. Kuo entered into a three-year employment agreement.  Pursuant to the Employment Agreement, Dr. Kuo will be entitled to an annual base salary of $199,000 and will be eligible for discretionary performance and transactional bonus payments.  Additionally, Dr. Kuo was granted options to purchase 400,000 shares of the Company’s common stock with an exercise price equal to the Company’s per share market price on the date of issue. Of these options, 100,000 vested immediately upon grant and the remainder will vest pro rata, on a monthly basis, over the following thirty-six months.  Dr. Kuo will perform substantially all of his professional duties under the agreement from the Company’s offices.  The Employment Agreement also includes confidentiality obligations and inventions assignments by Dr. Kuo.

There are no family relationships between Dr. Kuo and any director, executive officer or person nominated or chosen by the Company to become as director or executive officer.  Additionally, there have been no transactions involving Dr. Kuo that would require disclosure under Item 404(a) of Regulation S-K.
 
    A copy of the Press Release announcing the appointment of Dr. Kuo is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.                      Financial Statements and Exhibits

(d)           Exhibits

The following exhibits are being filed as part of this Report.

Exhibit
Number
 
Description
   
10.1
Employment Agreement with Dr. James S. Kuo dated February 6, 2010.*
   
10.2
Separation Agreement with Max Lyon dated February 6, 2010*
   
99.1
Press Release dated February 9, 2010 regarding the appointment of Dr. James S. Kuo.*
   
* Filed herewith.
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
    ADEONA PHARMACEUTICALS INC.

Date:           February 9, 2009                                           By:  /S/ James S. Kuo
    Name:  James S. Kuo
    Its:  Chairman


 
 

 

EXHIBIT INDEX


Exhibit
Number
 
Description
   
10.1
Employment Agreement with Dr. James S. Kuo dated February 6, 2010.*
   
10.2
Separation Agreement with Max Lyon dated February 6, 2010*
   
99.1
Press Release dated February 9, 2010 regarding the appointment of Dr. James S. Kuo.*
   
* Filed herewith.


 
 


EX-10.1 2 s22-9563_exhibit101.htm EXHIBIT 10.1 s22-9563_exhibit101.htm
EXHIBIT 10.1
 

 
EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”), dated February 6, 2010 by and between Adeona Pharmaceuticals, Inc., a corporation organized under the laws of the State of Nevada (the “Corporation”), and James S. Kuo, M.D., M.B.A., an individual (the “Employee” or the “CEO”).

1.           EMPLOYMENT; DUTIES

(a)           The Corporation hereby engages and employs the Employee as Chairman, Chief Executive Officer and President of the Corporation, and Employee hereby accepts such engagement and employment as Chairman, Chief Executive Officer and President of the Corporation, for the term of this Agreement as long as CEO desires to serve. It is expected that the employment duties of CEO will include reporting directly to the Board of Directors of the Corporation for the full time high quality performance of directing, supervising and having responsibility for all aspects of the company’s operations and the general affairs of the Corporation as directed by the Board of Directors.

(b)           The CEO shall devote substantially all of his professional time under this Agreement at the Corporation’s executive offices and manufacturing facility in Ann Arbor or clinical laboratory in Chicago or traveling on corporate business, with travel to and from Employee’s residence to the Corporation’s Ann Arbor or Chicago locations to be at Employee’s own expense.

(c)           The Corporation shall provide a computer, cellular phone and office for the Employee.

2.           TERM

The term of the Employee’s employment shall be three years from the execution date of this Agreement unless terminated earlier under Section 8 of this Agreement.

3.           COMPENSATION

(a)           As compensation for the performance of his duties on behalf of the Corporation, Employee shall receive the following:

(i)           Base Salary. Employee shall receive a base salary of one hundred ninety nine thousand dollars ($199,000) per year (the “Base Salary”), payable semi-monthly.

(ii)           Bonus. On the first of each calendar year while employed, the Employee may be entitled to receive a discretionary performance bonus based upon the sales and profitability of the Corporation payable in cash or equity in the sole and absolute discretion of both the Compensation Committee and the Board of Directors of the Corporation.
 

 
 
 

 
(iii)           Discretionary Transactional Bonus. In connection with a significant transaction consummated by the Corporation or its subsidiaries in which the Employee is directly or indirectly involved in, the Employee may be entitled to receive a discretionary transactional bonus payable in cash or equity in the sole and absolute discretion of both the Compensation Committee and the Board of Directors of the Corporation.
 
(iv)           Stock Options. The Employee shall receive a non-restricted option to purchase the Corporation’s publicly traded common stock equal to four hundred thousand (400,000) shares exercisable at the market price per share on the date of issue. One hundred thousand (100,000) of these options will vest immediately and the remaining will vest monthly on each monthly anniversary of the start date of employment and for thirty six (36) successive months while employed by the Corporation and such options will remain exercisable for a period of ten years from the date of grant, unless terminated earlier. Other terms of the option shall be according to the Company’s existing stock option plan.

(b)           The Corporation shall reimburse Employee for all normal, usual and necessary expenses incurred by Employee, including all travel, lodging and entertainment, against receipt by the Corporation, as the case may be, of appropriate vouchers or other proof of Employee’s expenditures and otherwise in accordance with such Expense Reimbursement Policy as may from time to time be adopted by the Corporation.

(c)           The Corporation shall provide Employee with full advance indemnification to the extent permitted by Delaware law, including indemnification for activities at all subsidiaries.\

(d)           The Employee shall be entitled to three (3) weeks paid vacation per year while employed, accruing quarterly and sick leave in accordance with the Corporation’s policies. The Corporation shall provide Employee and his family with healthcare coverage pursuant to the Corporation’s healthcare insurance policy plan.

4.           REPRESENTATIONS AND WARRANTIES BY EMPLOYEE

(a)           Employee hereby represents and warrants to the Corporation as follows:

(i)           Neither the execution and delivery of this Agreement nor the performance by Employee of his duties and other obligations hereunder violates or will violate any statute, law, determination or award, or conflict with or constitute a default under (whether immediately, upon the giving of notice or lapse of time or both) any prior employment agreement, contract, or other instrument to which Employee is a party or by which he is bound.

(ii)           Employee has the full right, power and legal capacity to enter and deliver this Agreement and to perform his duties and other obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of Employee enforceable against his in accordance with its terms. No approvals or consents of any persons or entities are required for Employee to execute and deliver this Agreement or perform his duties and other obligations hereunder.

(iii)           Employee understands that some or all of the stock received by Employee pursuant to section 3(a) (iii) hereof will not be registered under the United States Securities Act of 1933 (the “1933 Act”), and acknowledges that he will be obligated to agree, as a condition to the issuance thereof, that he will acquire such stock for his own account for investment and not with a view to, or for resale in connection with a distribution thereof, and will bear the economic risk of his investment in such stock for an indefinite period of time.
 
 

 
 
 

 
6.           CONFIDENTIAL INFORMATION

(a)           Employee agrees that during the course of his employment or at any time thereafter, he will not disclose or make accessible to any other person, the Corporation’s products, services and technology, both current and under development, promotion and marketing programs, lists, trade secrets and other confidential and proprietary business information of the Corporation or any affiliates or any of their clients. Employee agrees: (i) not to use any such information for himself or others, and (ii) not to take any such material or reproductions thereof from the Corporation’s facilities at any time during his employment by the Corporation. Employee agrees immediately to return all such material and reproductions thereof in his possession to the Corporation upon request and in any event upon termination of employment.

(b)           Except with prior written authorization by the Corporation, Employee agrees not to disclose or publish any of the confidential, technical or business information or material of the Corporation, its clients or any other party to whom the Corporation owes an obligation of confidence, at any time during or after his employment with the Corporation.

(c)           In the event that Employee breaches any provisions of this Section 6 or there is a threatened breach, then, in addition to any other rights which the Corporation may have, the Corporation shall be entitled, without the posting of a bond or other security, to injunctive relief to enforce the restrictions contained herein. In the event that an actual proceeding is brought in equity to enforce the provisions of this Section 6, Employee shall not urge as a defence that there is an adequate remedy at law, nor shall the Corporation be prevented from seeking any other remedies which may be available. In addition, Employee agrees that in event that he breaches the covenants in this Section 6, in addition to any other rights that the Corporation may have, Employee shall be required to pay to the Corporation any amounts he receives in connection with such breach.

(d)           Employee recognizes that in the course of his duties hereunder, he may receive from the Corporation or others information which may be considered “material, non-public information” concerning a public company that is subject to the reporting requirements of the United States Securities and Exchange Act of 1934, as amended. Employee agrees not to:

(i)           Buy or sell any security, option, bond or warrant while in possession of relevant material, non-public information received from the Corporation or others in connection herewith, and

(ii)           Provide the Corporation with information with respect to any public company that may be considered material, non-public information, unless first specifically agreed to in writing by the Corporation.
 

 
 
 

 
7.           INVENTIONS DISCOVERED BY THE EMPLOYEE

The Employee shall promptly disclose to the Company any invention, improvement, discovery, process, formula, or method or other intellectual property, whether or not patentable or copyrightable (collectively, "Inventions"), conceived or first reduced to practice by the CEO, either alone or jointly with others, while performing services hereunder (or, if based on any Confidential Information, within one (1) year after the Term), (a) which pertain to any line of business activity of the Company, whether then conducted or then being actively planned by the Company, with which the CEO was or is involved, (b) which is developed using time, material or facilities of the Company, whether or not during working hours or on the Company premises, or (c) which directly relates to any of the CEO's work during the Term, whether or not during normal working hours. The CEO hereby assigns to the Company all of the CEO's right, title and interest in and to any such Inventions. During and after the Term, the CEO shall execute any documents necessary to perfect the assignment of such Inventions to the Company and to enable the Company to apply for, obtain and enforce patents, trademarks and copyrights in any and all countries on such Inventions, including, without limitation, the execution of any instruments and the giving of evidence and testimony, without further compensation beyond the CEO's agreed compensation during the course of the CEO's employment. All such acts shall be done without cost or expense to CEO. CEO shall be compensated for the giving of evidence or testimony after the term of CEO's employment at the rate of $2,000/day. Without limiting the foregoing, the CEO further acknowledges that all original works of authorship by the CEO, whether created alone or jointly with others, related to the CEO's employment with the Company and which are protectable by copyright, are "works made for hire" within the meaning of the United States Copyright Act, 17 U.S .C. (S) 101, as amended, and the copyright of which shall be owned solely, completely and exclusively by the Company. If any Invention is considered to be work not included in the categories of work covered by the United States Copyright Act, 17 U. S. C. (S) 101, as amended, such work is hereby assigned or transferred completely and exclusively to the Company. The CEO hereby irrevocably designates counsel to the Company as the CEO's agent and attorney-in-fact to do all lawful acts necessary to apply for and obtain patents and copyrights and to enforce the Company's rights under this Section. This Section 5 shall survive the termination of this Agreement. Any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights" (collectively "Moral Rights"). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, the CEO hereby waives such Moral Rights and consents to any action of the Company that would violate such Moral Rights in the absence of such consent. The CEO agrees to confirm any such waivers and consents from time to time as requested by the Company.

8.           TERMINATION

(a)           Employee’s employment hereunder shall continue as set forth in Section 2 hereof unless terminated upon the first to occur of the following events:

(i)           The death or disability of Employee,

(ii)          Termination by the Corporation for Just Cause.

(iii)         Termination by the Corporation without Just Cause.
 

 
 
 

 
 
 
(For the purpose of this Agreement, termination for “Just Cause” shall mean a termination for gross insubordination; acts of embezzlement or misappropriation of funds; fraud; dereliction of fiduciary obligation; conviction of a felony, a willful unauthorized disclosure of confidential information belonging to the Corporation or entrusted to the Corporation by a client; a material violation of any provision of the Agreement which is not cured by the Employee within 15 days of receiving written notice of such violation by the Corporation; being under the influence of drugs (other than prescription medicine or other medically-related drugs to the extent that they are taken in accordance with their directions) during the performance of Employee’s duties under this Agreement, engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the U.S. Equal Employment Opportunity Commission Guidelines or any other applicable state or local regulatory body) or other egregious conduct that violates laws governing the workplace; Termination for Just Cause shall also include the failure of the President to perform his written assigned tasks, where such failure is attributable to the fault of the President. In this event, the Corporation will first provide a written warning of such failure and the allocation of fault, and provide a reasonable time period to cure such failure, in no case less than thirty days.)

(iv)          Material breach by the Corporation of any provision of this agreement that is not cured within fifteen (15) days of written notice thereof from the Employee, or.

(v)           Termination by the Employee at any time.

The Corporation shall not be required to pay any severance to Employee in case of any termination of Employee’s employment.

9.           NOTICES

Any notice or other communication under this Agreement shall be in person or in writing and shall be deemed to have been given (i) when delivered personally against receipt therefor, (ii) one (1) day after being sent by Federal Express or similar overnight delivery, (iii) three (3) days after being mailed registered or certified mail, postage prepaid, return receipt requested, to either party at the address set forth above, or to such other address as such party shall give by notice hereunder to the other party, or (iv) when sent by facsimile, followed by oral confirmation and with a hard copy sent as in (ii) or (iii) above.

10.           SEVERABILITY OF PROVISIONS

If any provision of this Agreement shall be declared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, such provision shall be interpreted so a to remain enforceable to the maximum extent permissible consistent with applicable law and the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable, and no provision shall be deemed dependent upon any other covenant or provision unless so expressed herein.

11.           ENTIRE AGREEMENT MODIFICATION

This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein. No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto.
 

 
 
 

 
 
 
12.           BINDING EFFECT

The rights, benefits, duties and obligations under this Agreement shall inure to, and be binding upon, the Corporation, its successors and assigns, and upon Employee and his legal representatives. This Agreement constitutes a personal service agreement, and the performance of the Employee’s obligations hereunder may not be transferred or assigned by the Employee.

13.           NON-WAIVER

The failure of either party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect. No waiver of any term or condition of this Agreement on the part of either party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party.

14.           GOVERNING LAW, DISPUTE RESOLUTION

This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Michigan of the United States of America without regard to principles of conflict of laws.

15.           HEADING

The headings of paragraphs are inserted for convenience and shall not affect any interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Corporation:

ADEONA PHARMACEUTICALS, INC.

By:  ________________________________                                                              
Title:  Authorized agent

Employee
 
____________________________________
James S. Kuo
 
 
 



EX-10.2 3 s22-9563_exhibit102.htm EXHIBIT 10.2 s22-9563_exhibit102.htm
EXHIBIT 10.2
 
SEPARATION AGREEMENT
 
THIS SEPARATION AND RELEASE AGREEMENT (“Agreement”) is between Max Lyon (“Employee”) and Adeona Pharmaceuticals, Inc. (“Employer”) and is in consideration of their mutual undertakings as set forth in this Agreement.
 
Because the parties to this Agreement wish to set forth clearly the terms and conditions of Employee’s departure from his employment, they agree as follows:
 
1.   This Agreement reflects the parties’ desire to end their employment relationship in a business-like fashion.
 
2.            Employee hereby resigns his position as CEO and President and member of the board of directors effective as of the date of execution of this agreement (the “Separation Date”). Employee will be paid his regular salary through the Separation Date.
 
3.           Employer will pay Employee two (2) month’s severance payment in the form of immediately registered, freely tradable Form S-8 shares of the Employer’s common stock (‘Stock”) equal in value to two (2) month’s salary less an amount of $9,054 which represents funds owed by Employee to Employer. Total amount due Employee to be $22,613 (the “Severance Stock”). The Severance Stock will be issued and valued at the closing price on the date of issue and issued within 5 business days of the execution of this agreement.  Employee shall issue two checks to the Corporation to cover Employee’s check in the amount of $17,100 due to the Corporation which was returned for insufficient funds in connection with the  Employee’s stock option exercise and stock sale in December 2009.  One check in the amount of $8,550 shall be certified, the other shall be held by Corporation pending the earlier of (a) Employee’s realization of gross proceeds of at least $8,550 from the sale of Severance Stock, or (b) February 18, 2010 provided the Corporation has issued the Employee the Severance Shares within 5 business days of the date of termination.  In the event that such check is returned for insufficient funds, the Employee shall pay the Corporation an uncontestable penalty of $10,000 plus collection expenses.
 
4.           Employee shall retain the right to exercise the stock options he has vested as of the date of this agreement, in accordance with his employment agreement with the company dated June 26, 2009 (“Employment Agreement”) for a period of ninety (90) days from the termination . Employer shall enable the exercise of these options by Employee in the normal fashion it has enabled other employees to exercise their stock options and without any restrictions.
 
5.           Employee agrees to immediately return all corporate property including the Corporation’s laptop computer together with all electronic and written files existing as of as of February 4, 2010.
 
6.           If any of the provisions of this Agreement are held to be invalid or unenforceable, the remaining provisions will nevertheless continue to be valid and enforceable.
 
 
 
 
 

 
 
 
7.           This Agreement is made and shall be construed and performed under the laws of the State of Michigan without regard to its choice or conflict of law principles and the parties agree to Michigan as the exclusive venue for any disputes  arising hereunder.
 

Dated:  February 6, 2010
 
ADEONA PHARMACEUTICALS, INC.
 
By  /S/ Steve H. Kanzer                                    
 
Name: Steve H. Kanzer
 
Title: Chairman
 
 
Dated:  February 6, 2010
 
MAX  LYON
 
 /S/ Max Lyon                                         
 

EX-99.1 CHARTER 4 s22-9563_exhibit991.htm EXHIBIR 99.1 s22-9563_exhibit991.htm

EXHIBIT 99.1
 
AdeonaLogo

Adeona Appoints James S. Kuo, M.D., M.B.A., as Chairman, CEO and President
Company Intends to Launch and Establish Corporate Partnerships for its Products
 
Ann Arbor, MI, February 9, 2010, Adeona Pharmaceuticals, Inc., (AMEX:AEN - News), announced today that it has appointed James S. Kuo, M.D., M.B.A., as Chairman, Chief Executive Officer and President.

Dr. Kuo has been a director of Adeona since February of 2007. In his new role, he will lead the company’s growth through independent product launches of its commercialization-stage products and corporate partnering or licensing of its late-stage pharmaceuticals. Previously, Dr. Kuo served as Chairman and CEO of Cordex Pharma, a company developing a portfolio of cardiovascular drugs. He has marketed life science products while at BioMicro Systems and Monarch Labs. In addition, Dr. Kuo has been a licensing executive at Pfizer and Myriad Genetics. He has also been Managing Director of Venture Analysis of HealthCare Ventures. Dr. Kuo received his M.D. from the University of Pennsylvania School of Medicine and his M.B.A. from the Wharton School of Business.

In conjunction with the appointment of Dr. Kuo, Mr. Max Lyon has resigned as President and CEO. Pursuant to the terms of his employment agreement, he has also resigned as a member of the board of directors. Mr. Steve H. Kanzer, whose employment agreement for the past year as full-time executive Chairman for $1 in annual compensation expired on January 9, 2010, will continue to serve as a member of the board of directors.

“The board of directors welcomes Jim’s appointment as Chairman, CEO and President,” stated Steve H. Kanzer. “He understands the board’s strategic directive for the company to become more commercially focused. Jim has a unique combination of skill sets to lead our company. He has been CEO of several publicly-traded companies, launched products in the life science sector, negotiated licensing deals while at large pharma and several biotech companies, and evaluated life science products and completed financings as a venture capitalist.”

“It is a pleasure to continue working with the Adeona board in my new capacity as Chairman and CEO.” stated James S. Kuo. “Adeona has a tremendous wealth of life science products that we will seek to independently commercialize, establish corporate partnerships or license out.”
 
 
 

 
 
 

 
 
 
About Adeona Pharmaceuticals, Inc.

Adeona (AMEX:AEN) is a pharmaceutical company focused on the diagnosis and treatment of
central nervous systems diseases. In particular, the company has expertise on adult diseases characterized by zinc deficiency and chronic copper toxicity. A 16-center, double-blind, placebo-controlled, Phase 2/3 clinical trial of Adeona’s TrimestaTM (estriol oral) is currently underway for the treatment of relapsing-remitting multiple sclerosis. In December of 2009, Adeona completed the first controlled clinical trial of oral zinc therapy for the dietary management of Alzheimer’s disease and mild cognitive impairment. The company is planning to launch ZinthioneinTM ZC GS0-150 as a prescription-only medical food. HartLab, an Adeona subsidiary, is a CLIA-certified clinical reference laboratory that exclusively offers the CopperProof Test PanelTM, a diagnostic test that measures serum levels of free copper and zinc. For further information, please visit the company’s website at www.adeonapharma.com.

This release includes forward-looking statements on Adeona's current expectations and projections about future events. In some cases forward-looking statements can be identified by terminology such as "may," "should," "potential," "continue," "expects," "anticipates," "intends," "plans," "believes," "estimates," and similar expressions. These statements are based upon current beliefs, expectations and assumptions and are subject to a number of risks and uncertainties, many of which are difficult to predict and include statements regarding designing additional clinical trials for its oral zinc therapies, dnaJP1, Zinthionein, Zinthionein ZC, flupirtine, or Trimesta. Adeona is at an early stage of development and may not ever have any products that generate significant revenue. Adeona's Hartlab subsidiary is generating modest revenues and its future success will likely depend upon its ability to successfully introduce and market new specialty diagnostic assays to generate additional revenues. Important factors that could cause actual results to differ materially from those reflected in Adeona's forward-looking statements include, among others, a failure of Adeona's product candidates to be demonstrably safe and effective, a failure to obtain regulatory approval for the company's products or to comply with ongoing regulatory requirements, regulatory limitations relating to the company's ability to promote or commercialize its products for awareness, prevention, diagnosis or treatment of zinc deficiency and chronic copper toxicity, a lack of acceptance of Adeona's product candidates in the marketplace, a failure of the company to become or remain profitable, that we will continue to meet the continued listing requirements of the American Stock Exchange (which, unlike other exchanges, does not require us to maintain any minimum bid price with respect our stock but does require us to maintain a minimum of $6 million in stockholders' equity during the current year, for example), our inability to obtain the capital necessary to fund the company's research and development activities, a loss of any of the company's key scientists or management personnel, and other factors described in Adeona's report on Form 10-K for the year ended December 31, 2008, Forms 10-Q for quarters ending in 2009 and any other filings with the SEC. No forward-looking statements can be guaranteed and actual results may differ materially from such statements. The information in this release is provided only as of the date of this release, and Adeona undertakes no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.
 
For Further Information Please Contact:
James S. Kuo, M.D., M.B.A.
Chairman, CEO and President
(734) 332-7800 X36
 
 
 

 


GRAPHIC 5 s22-9563_alogo.jpg ADEONALOGO begin 644 s22-9563_alogo.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_X0!F17AI9@``24DJ``@````$`!H!!0`! M````/@```!L!!0`!````1@```"@!`P`!`````@`!`3$!`@`0````3@`````` M``!@`````0```&`````!````4&%I;G0N3D54('8T+C`P`/_;`$,``@$!`0$! M`@$!`0("`@("!`,"`@("!00$`P0&!08&!@4&!@8'"0@&!PD'!@8("P@)"@H* M"@H&"`L,"PH,"0H*"O_;`$,!`@("`@("!0,#!0H'!@<*"@H*"@H*"@H*"@H* M"@H*"@H*"@H*"@H*"@H*"@H*"@H*"@H*"@H*"@H*"@H*"@H*"O_``!$(`*0` M^@,!(@`"$0$#$0'_Q``?```!!0$!`0$!`0```````````0(#!`4&!P@)"@O_ MQ`"U$``"`0,#`@0#!04$!````7T!`@,`!!$%$B$Q008346$'(G$4,H&1H0@C M0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I*C0U-CH.$A8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJ MLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7V-G:X>+CY.7FY^CIZO'R\_3U]O?X M^?K_Q``?`0`#`0$!`0$!`0$!`````````0(#!`4&!P@)"@O_Q`"U$0`"`0($ M!`,$!P4$!``!`G<``0(#$00%(3$&$D%1!V%Q$R(R@0@40I&AL<$)(S-2\!5B M7J"@X2%AH>(B8J2DY25EI>8F9JBHZ2EIJ>HJ:JRL[2UMK>X MN;K"P\3%QL?(RKR\_3U]O?X^?K_V@`,`P$` M`A$#$0`_`/WTHHHH`****`(YG\N>+G[[%,KD1FQM\XW3R.<>B0R'^>*?X`?S/!FG-_P!.P'Y<5D>.-05])N)I1=U&G42^3PL7_P"3 MJ:^3.^I#EP,7YK_V[]+&Y1117ZF<`4444`%%%%`!1110`4444`%%%%`!1110 M`4444`%%%%`!1110`4444`%%%%`!1110`4444`%9NN7Y^U6V@V[?O;MB9,'[ MD*\NWMG[H]S[5N8_#NJ>/[T;)]1/V734) MYCBY''ZG_@-?"\:<48;):2PSE[SC*I4MO&A35YORWW;OT*.L:J-0L?$OB)3E)YHK.V;U4-SC\%!_&NX\`QF+P9IRD?\`+LI_ M/G^M>:ZZO]E^`M)TL\27DKW<@]ONK^E>J^'K8V>@V5J1S':QJ?KM%?EOA+4Q M.-XPQ%:O\<,-!S_QXFI+$OYKGY?+EMT._,%&.&26W,[>D4H_H7****_HP\8* M***`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HH MHH`**9<7$-K`]S<2!(XU+.['@`=37+7'CF:'PU>>,9%*1R.8=+@;^+L'/J2< MGV"UX&=<295D/^]3L^2=1^5.FKRF_*[C%=7*22ZM:TJ-2K\/=+YLS?B-K5QX MFU^V\`:/(<-,/M;+Z]<'V4!=&_U%EL@4+_`'S@$_@, M?K3_```!HVD:E\1-4.^15:.V+]7D/4_B2!^=4_A[E=0U#QIJ7SK80-*6;^*5 M\@?UK^3\US/%<3SI?7'R5,UFJDU_SYP%!MQCY*7+.HVOBY$^I]#3IQH)\NJI MJR\YO^DA/&C1ZSX\AT*S_P!3;/#90@=@"`?U)_*O7``H"J,`#@5Y!\,[676? M'<-U.=QC9[B4GN?7_OHBO7Z_4_`GVF:4,USZ<>7ZS7LEVC!7BEY+GY5Z'!FM MJ;IT5]E?G_PP4445^^'D!1110`4444`%%%%`!1110`4444`%%%%`!1110`44 M44`%%%%`!1110`4444`%%%%`'(?;X=(MM`LV(DU"<*<=U!''XDBN:^)\Y M6]T_P5IP)2Q@1-B_Q2,`!^F/^^C3UUA?$WB+PO/<2[C,[N03U(G./QR?QKX/.LZI5Z&:9U1TA4<<'AE_+2BES6]*481 M?_7YG92I-.G2?3WI>O3\?R.J^!NE8CO=:=>I6&,_JW_LM>@5C>`-(_L7PE9V MC+AWC\V7_>;G],@?A6S7]A>&>1/AS@;`X.2M/D4Y?XI^^T_2]OD?.8ZK[?%3 METO^6@4445]V<@4444`%->:&,[9)54^A;%.K^7S_`(/'O$&O:7_P5*`/Z@P01D&BN)_9J=Y/V<_`#NQ9F\$Z422< MDG['%7;4`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`>!V M]W/X9^*FF>'[@E3I_BF6U7/_`#RG`>#\\O\`E6=\-?%ALO#/C;Q.TIW6=BL" M-GHTTC+_`$KJ?VGO"]WI$UG\4M&@+-:R0_;%4='AD\R&3ZG]Y#]9E]*\:DUN M'1_AO\4+&"7A/$%@L;C^*)IIF4_3`!_&OY2S_(9\.Y_*"6E)8FI!_P"+"RC2 MM_A5**?FF=\<2W&SZV_.YW_PB\4C3O#_`(C^(%P^%TO3Q#;DG_EO*=J_Y]ZS M/AQJL_C#QII_A])"PN+@>;_N#YF/Y`UR.I>(3X:_9;TD"3;+XC\1SSL<\M%` MNS'TW8-=A^PQILGB'Q3JWBV<;H].M$@B)Z>9*221]%0C_@5?&9;PS#-L[R/( M7&\%%5:B[NH_:S?SHQIQ^1T?7914YIZO^O\`,^FP`H"@<#I6/XW^(7@'X9:# M)XI^)'CC1_#VF1'$NHZYJ<5I`GUDE95'YUL5^/7Q]_X-5=4_;6_;/\=_M#?M MB?\`!0#QMK'A+5O$MQ=^#?#%@[7-[IMA*WF+:FYO&DC@2,DQK'%$1L13N!)` M_N#8\@_2#0O^"C'_``3W\4:XOAGPU^W=\&M1U)W*)I]C\3])FG9@<$"-+@L3 MGC&*]CAFAN84N+>59(Y%#(Z-D,#R"".HK\V>HV@EQ\OFP+;Q,R9Z[9%/OVKX\_X(&?M[_M:?\$RO^"I M3_\`!(7]J/QG=:IX.U+Q;<>$1I-W?//!H>LAF%K%?'_ M`.TEX!T+5(CB73=8\8V5K<(?0QR2AA^5?S0?\'A/B?PUXQ_X*E>&O$7A'Q#8 MZKI]S\%-':WOM-NTGAE']H:GRKH2K#Z&OT._9G_X,SOV%O"?@&U?]J_XP^.? M&_B^>`/JUQH.IQZ9IT4QY984\IY7`.1O=\MUVKG`_'__`(.#?^"<'P(_X)=_ MMVV7[.W[.NL>(;SP]J/@&QUX?\)+?1W%Q#-/=7D+1J\<<8*!;=",@G)/)XP` M?UL_LT?\FX?#_P#[$C2O_2.*NVKB?V:/^3:AJ-Z$,6E13J08(4CD1 MIY`P^\R,56.0,`?L'\2/V\_V&_@WXD?P;\7/VR_A5X7UB.0I+I7B'XA:;97, M;#J&BFF5E_$5WW@'XD_#KXK^'(O&'PM\?:+XETB9B(=5T#58;RVD(ZA98693 M^!K\>/V<_P#@R^_8RT;X76B_M6?'OQ[XC\;75L'U6Z\)W]O8:?;3L,LD*2V\ MLDBJ[`MC.U<[1\/\`[=7['G[8_P#P:Q_M:>#_`-I+]CCX]ZMKOPU\6WK1 M0QZH"D=Z\.'ETG58(R(IMT9+1S*%;&\J(VCR0#^H&BO-/V.?VH?`/[:G[+O@ M;]JCX9;TT;QOX?@U*WMI7#/:2,-LULY'!>*59(FQQNC-?E5_P=2?\%L/BE^R M#;:3^P-^R1XRN-#\;>*=&&I>-?%&ES%+S2-.E=D@M;9U.8IYBDC,XPZ1A-N# M*&`!^JOQ5_;0_8[^!.M_\(S\;_VL/AIX-U+C_B7^*_'>GZ=/R,C]W<3(W3GI M76?#GXK?"[XQ>'E\7?"/XDZ!XITIVVKJ?AS6(+ZW+>@DA9ES^-?BM_P3O_X- M!?@%XL^`FD_%K_@H]X^\:ZG\0O%=DFI:CX>T+6$M(M&:<"00S2O&\EQ`?$.I_8=^I M2AI+:[13+_9NHI&%AO;>:-9&1B@/[MP0K*CL`?TZ4C,J*6=@`!DDGI7@O_!, MG]NWP5_P4B_8I\%?M:>#;)+&77[`Q:_HZR[_`.S-4A8Q75MGJ56124)P6C>- MB!NQ7XR_\'J7QQ^,WA7XT_"7X-^%_BMXATWPGK'@B]O-8\-Z?K$T-E?SB\*" M2>%&"2D*,#>#@9QU-`'[=^//V^?V%?A9?2:7\3?VT?A/X>NH6*RVFM_$33+6 M56&_C%\2-3U?X@^"=.\03Z M=H=_:6%K8_:[=)A"FZWE=]N_&\M\V,[5SBO)O^"S?_!L'X5_X)\_L[ZC^W3^ MP)\;O&,D7@*6&^\0:#KUY&;VTMO,5/MMG=VR1,K1,RLR,N=NY@X*[6`/Z-Z* M_*S_`(-8?^"L'Q:_X*$?LT>*?@K^TEXFEUSQW\*KFT1?$=VV;C5]*N5D$#SG M^.:)X9(VD/+J8B?L8>./V?/@-\<-2^'7B_P`06$2: M'XMTS4)[5K25)XY"CR0?O!%(BM$^WG;(<4`=;\5_VMOV4_@->?V=\]?D_\%_^#+K]CC3M&.H_M._M3_$?QIXCNOWFH7F@M:Z9 M;&4\LP66.XE8DD_,TF3UP*^8?^"QO_!LMIW_``38^`M[^WW_`,$_?V@?&1C\ M`7$%[KFD:Q>(NI6$+2I$+VRO+5(F!B9U+(5R$+.'^7:0#^CNBOS@_P"#9K_@ MJ5\1O^"E7[$^IZ;\>M8_M+XA_##5X=(U[6&0!]5M)8B]G>28X\U@DT;D#YF@ MW]7-?H_0`4444`5M9TBPU_2KC1M4@$EOZ;)_P#':^FOV"/#W]E?`.#7)$Q) MK.HSW))'.Q2(E'T_=D_C7QO\8-2FN/@G\-+J=2LEI::IIUP&&"DD5X7VGW"R MK7WY^S;I":'\`O!^GHFW'AZUD8?[3QAR?S8FOS3PXP$:_&]7%R7\/#44O)NE M27X)-$PFY.QVU?/?[=?_``5,_88_X)P>'H=8_:P^.NG:'?7D)ETSPU:*UWJM M\N2-T5K$#)LR"/,8+'D8+"NZ_;(_:"L_V3_V3/B3^TS?:>+Q?`?@?4]=CLBV M/M4EM;22QPY[;W54S_M5_.5_P;V_L:6W_!;S_@HS\2_VO/\`@H)J<_CVQ\&Q M6NL:[I>J2LT.K:I>RRK9P2KG`M(H[:X(@&%Q'$F-FY3_`$&:'WZ/^#K'Q;\? MM6N-(_X)U_\`!)?XQ?%N.*4Q+J_"EQKO@F:=GDTF3SK%5C9F"L28U1SD`_/T%? MUQ>%?"?A;P+X=L_"/@GPU8:/I.GP"&PTS2[-+>WMHQT2..,!44>@`%?RU_MR M?\K:R_\`9Q/A#^6F4`?TA?\`!0SXVZI^S=^PC\8?CSH-WY&I>%/AMK.HZ5-N MQLNX[.4P'/\`UUV5^!'_``9;?!+1?'O[=7Q-^/WB"V6ZO/!/@%+;399AN:&Y MU&YVM,">C^5;S)GTE;UK]S/^"OG@'5?B?_P2W_:`\$Z'#)+>77PFUM[>*(9: M1HK228(!W)\O&.^:_%+_`(,D/B)HFD_M2?&WX5W5PBW^N^!-.U.SC)&7CL[Q MXY,>N#>QT`?T=5_+A_P>6_\`*6+0/^R+:/\`^G#4Z_J/K^7#_@\M_P"4L6@? M]D6T?_TX:G0!_2Q^S2RK^S?X`9F``\$:422>G^AQ5_-;_P`&_'CGP=^T3_P< M*^,_VL?C=XHT^S6T3Q?XR74=;O8X(8KBYN/LZDO*0%VI?-@9XVC'`K^E#]FZ M&.X_9K\`P3+E'\#:4K#/4&SB!K^2O_@EA^P3^S[^TE_P6-D_8(_;,FURTTJ7 M7/$.DM'HVI+93MJ=CY[I$SLCX5OL\BE0`Q)&"*`/Z=_BM_P63_X)5_!4R)\0 M?V_?A=#+#D2VVF>*H-1F4CJ#':&5\^V,U^1'_!RE_P`%KO\`@F)_P4`_88C_ M`&<_V:OBMJ/BSQ?IWCC3]8TVYC\+WEK:QQQ)/%,?-N8X^J3$``')QZ5^C/PM M_P"#9C_@BS\+/+FB_8\M]?N(Q@7'BGQ+J-]N]S&TXB/_`'Q7TE\+/^">?[!G MP1\I_A%^QA\+?#LL)!2ZTKP)813Y'0F41;R?@ZT)O*\.?$76K#36ES@V[^3=?+GMYEQ+7Y!?M87Z_MD?\`!T[=>&_&C_;- M/N?VE=*\.S03`,CV.G7EO9F+!XVM';$?\"-?U@6]O;VD*V]K`D<:*`D<:@*H M'8`=*_DY^)]D/V=O^#JV:?QCF"WB_:OM+\R3#:%M[_5(YXG.>WEW*'/3'-`' M]9(``P!7Y]?\'1/PVTKXA_\`!%;XJWFHVJR3>&[C1]8L)"!F&6/4K>(L,],Q MS2+]'-?H+7P9_P`'-/B_3?"/_!$[XT#4;A$.J6NDZ?;!CR\LFK6>%'OA2?H# M0!\9_P#!DC\5]6UG]FKXV?!6\N6:T\/^---U>QC+<(U[:R12X';_`(\D/XU\ M_P#_``>W_P#)V?P4_P"R=7W_`*7FO:_^#(3P%JEE\'?CY\3[BW*V>H^)=%TR MUE(.'DM[>YEE'IP+F+_OJO%/^#V__D[/X*?]DZOO_2\T`?M9_P`$_9P_[(KX M;_\`3=#5'_@MA_RB/_:+_P"R1ZU_Z3/0!^.'_!D03_PT=\=AGC_A"=)X_P"W MR6OZ+I)(X8VFFD5$1269C@`#J2:_G0_X,B/^3C_CM_V)&D_^EDM?3W_!X?\` M\%!/BA^SC^S/X(_9$^$'B:YT>X^+4]_+XMU"QF,<[:1:"%3:!@"0VL@']3 M^=?T!5_/W_P8Y?\`(:_:6_Z]?"/_`*%K%?T"4`%%%%`!4.HZ?9:MI\^EZE;) M-;W,+17$,@RKHP(93[$$BIJ*32DK,#\\OVJ_AIJ'P_T'Q%X'N5=QH/B>/6-/ MF?K-9WL?DRR9[GSH8-V.`TN*^Y?@A=17OP8\)74``1_#5B5"]!_HZ<5QO[67 MP4M_BAX+FU6TMP;RUL)[6ZVKDS6<@!8>K&*18[A1W:':/O4_]B?Q'/KO[..@ MZ=J(VWVAK+I-_$3DQR6\AC`/_``A_&OSK(K_@H5X?\`^"(_[<_Q._9O_;Z\-:IX+TOQ?'::3XFO+O3Y M'DT'5+"68V\DT:`LUNR75P"Z!OOQN,IDU_4Q7@O[8?\`P3!_8'_;Y2*;]K+] MF'PWXLO[>$16VN20O:ZE#&.0BWELT<^P$DA-^W)/'-?HQN9\'_!77_@EO<>' M1XJB_P""A'P>^Q-!YP9OB!8+)MQG_5F7>#[;<^U?S9`R2QL"&5@>"""01[U_*Q^TA\"/VF/^#8O_@KWI7[2'PY M\&7FJ_#276[F7PC>R%Q::WH-SD7&D33`$)0PY4\@@C-`' MQY^S_P#\'(7_``1]^/'P]M/&UQ^UUHO@N\E@5K[PYXX22PO;*3&3&VY3'+@\ M;HG=3ZU^!?\`P=`?MD_LU_MO_P#!22Q^*G[*_P`4K3QAXF_LX_\$!_^"1?[+6OV_B[X9_L6>&KO6+20 M26VI^+);C6I(G'W71;Z26.-P>0RJ"#R#0!]'?LT?\FX?#_\`[$C2O_2.*OY[ M?^#DK_@G+^T-_P`$_P#]O^T_X*^_LC:9>Q>'-8\36GB'4M5TRV,@\,^)(I$9 MI)U`.(+F11)N;Y6DDEC;&Y`W](ZJJ*$10%`P`!P!5;6]#T7Q-H]UX=\2:/:Z MAI]]`\%[8WUNLL-Q$PPT;HP*NI!(((((-`'Y;_L0?\':O_!-?X[?"_3Y_P!J MOQ==_"3QM#:HNMZ=?Z-=WFG33@8:2UGMHY3Y;'D+*%=_X(R?&_P`23>+-3_9&M_#UYB(HJQ\%_^ M#:W_`((Q?!'6(/$&D_L;:=X@O+=@T3^,]:O=6BR#GYK>XF:!_P#@49H`^M/V M:_CYX&_:F_9^\&_M&_#2Y\W0O&WARTUC3=S@M&D\2N8GQQO0DHP[,I':OPC_ M`.#O/_@F+\3?#GQGTC_@JK\"-!O)],N;&ST_XC3:7$QETF_M<)9ZDQ7E8WB$ M4)?HCV\>3^\&/Z!O#OASP]X0T*T\+>$M!LM+TS3[=8+#3M.M4@@MHE&%CCC0 M!44#@```5+JVDZ5K^EW.AZ[IEO>V5Y`T-W9W<*R13QL"&1T8$,I!(((P0:`/ MR]_X)Q?\'3'_``3S^/O[/.AO^U]\9[/X9?$K3=,C@\4V&M6%Q]COKB-`'NK6 M:*-T*2$;Q$Q#H6*X8`,WYZ?\'%G_``6L\%?\%7=1\%?\$]O^"=NFZYXPT$^) MXKS4M4M-*FCD\2:IAHK2TM('42M$GF2,6=5WN4P`(]S?JU\:/^#8[_@C)\:_ M%<_C*^_94_X1R[NIC+*+Z6;4-3V$894N;IY'A5A]Y8RBMCD&@# MG/\`@B%_P3QN/^"9O_!/'PA^SUXG$#>+[QI==\=S6[!D_M6ZVEX58?>$,:Q0 M!APWD[AC=BOQW_X/;_\`D[/X*?\`9.K[_P!+S7]']>!_M??\$O/V"_V]_$^D M>,OVN_V<],\;:GH-@]EI%W?ZC>0FV@=][(!;S1@@MSD@F@#(_P"".'_*)[]G M#_LBOAS_`--T-4?^"V'_`"B/_:+_`.R1ZU_Z3/7T#\*/A9X`^!WPRT#X.?"K MPW%H_AGPOI%OI>@Z5!([I9VD$8CBB5I&9B%10,L2>.2:9\7OA)\.OCU\+]>^ M"_Q<\,1:UX8\3Z7-IVO:3/*Z)=VLJE9(F:-E8`@D94@^]`'\^/\`P9$?\G'_ M`!V_[$C2?_2R6OH3_@\O_8:^*/QI^`?PZ_;%^&/ARZU:U^&4VH6'C*VLH3)) M:Z?>&!H[PJ.?*CEA*NW\/G*QPJL1^FG['_\`P3$_80_8&U_6O%'[(7[.VF>" M;_Q#9Q6NLW-AJ%Y,;J&-RZ(1<32``,2>`#S7NMW:6M_:R6-];1S0S1E)H94# M*ZD8*D'@@C@@T`?D;_P0*_X+_?L)>+?V&_`'[,G[2OQTT+X<>/\`X=^'[?P_ M+%XMO%LK/5;6V016]S!T7PWXH@U*XO+N:!DCC"6K2%IWDADN;GP7JMWH\;L3DG[/:RK M`"3G)$8)S7*^!/\`@UH_X(I^!]3359OV7+_6VCD#I#KOC;5)HLCU19U##V;( M/>@#X'_X,@^,Q]LL%`PEOJ,28DB]O,A"L/^N!ZDUZ?6;XK\-6OBK1WT MR:4Q2JZS6ET@^:WF0ADD7W#`''<9!X)KCQ>&59PJ1^.#O'[K-?--KRT?0F2O MJ:5%4]$OKJ\L@FI1I'>0@)=QQDE0^.2I/53U'L>><@7*ZXR4E=%!1113`*** M*`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH M`****`"BBB@"K=1K%>0W48VNS^6Y'\2X)P?H>GX^IJU114QW8@HHHJAA1110 M`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`' "_]D_ ` end
-----END PRIVACY-ENHANCED MESSAGE-----