EXHIBIT 14.1
Published on April 2, 2007
12701
Commonwealth Drive, Suite 9
Fort
Myers, Florida 33913
April
2,
2007
Confidential
Power3
Medical Products, Inc.
Attn:
Steven B. Rash, President and CEO
3400
Research Forest Drive, Suite B2-3
The
Woodlands, Texas 77381
Re:
Formation of Joint Venture & Issuance of Convertible Debenture and Related
Securities
Dear
Steve:
The
purpose of this agreement (the “Agreement”)
is to
memorialize the transaction pursuant to which NeoGenomics, Inc., a Nevada
Corporation (together with its subsidiaries, the “Purchaser”)
will
(i) purchase a convertible debenture issued by Power3 Medical Products, Inc.,
a
New York corporation (the “Company”),
(ii)
form a joint venture contract research organization with the Company, and
(iii)
obtain the right to acquire up to 60% of the common stock (the “Common
Stock”)
of the
Company (on a fully diluted basis).
The
following are the points agreed to by the Company and the
Purchaser:
1. Issuance
of the Convertible Debenture.
The
Company hereby agrees to issue and the Purchaser hereby agrees to purchase
a
convertible debenture (the “Debenture”)
in the
principal amount of Two Hundred Thousand Dollars ($200,000) (the “Principal
Amount”).
The
sale of the Debenture will take place at a closing (the “Closing”)
on or
before fifteen (15) days after the date on which the Company executes this
Agreement.
2. Terms
of Debenture Purchase Agreement. The
Company will make customary representations, warranties and indemnities
regarding the Company and the related business in a Purchase Agreement to
be
entered into by the Parties prior to Closing (the “Purchase
Agreement”).
The
parties will agree to customary covenants and other matters typically found
in
agreements relating to transactions of this type, size and
complexity.
3. Convertible
Debenture.
The
Debenture will be issued at the Closing and will be convertible into shares
of
the Common Stock of the Company in whole or in part at the discretion of
the
Purchaser for a period of two (2) years after the Closing. The initial
conversion price for any such conversion shall be $0.20 per share; provided,
however, that the conversion price shall be reset at any time and from time
to
time, in accordance with paragraphs 7 and 9 hereof. The Debenture shall accrue
interest at 6% per annum, payable quarterly, and the principal amount of
the
Debenture shall be due and payable two (2) years after the Closing.
4. Formation
of Joint Venture.
The
Company and the Purchaser have agreed to form a joint venture (the “Joint
Venture”)
for
the purpose of establishing a contract research organization (“CRO”)
for
the benefit of both parties which will commercialize the Company’s intellectual
property. The ownership percentages for the joint venture will be 60%-80%
ownership by the Purchaser and 20%-40% ownership by the Company. The parties
agree that they will use their best efforts to define the business plan,
form
the Joint Venture and identify the initial staffing for the CRO prior to
the
date on which the First Option (as defined in paragraph 6 below) is exercised.
The parties further agree that they will negotiate a final equity split for
the
CRO within the ranges specified above in good faith once the business plan
for
the CRO has been established. The Company agrees to license its existing
and
future technology and intellectual property into the CRO pursuant to paragraph
5
hereof, and the Purchaser agrees that it will cover the initial start-up
expenditures of the CRO as defined in the mutually agreed upon business plan.
The Company agrees that both its current CEO and Director of Proteomics will
serve as officers of the CRO. The Company agrees that the CRO, among other
activities, shall have the primary responsibility of commercializing any
of the
Company’s intellectual property and technology that are not otherwise
exclusively licensed to third parties as of the date on which the Joint Venture
is formed. As part of such commercialization activities, the Purchaser agrees
that revenues from the following activities shall be run through the CRO;
provided, however, that it is anticipated that the CRO will subcontract for
laboratory and other services from the Company:
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inclusion/exclusion
testing in support of pharmaceutical clinical
trials;
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sales
and marketing of homebrew tests based on the Company’s technology and
intellectual property, including, but not limited to, sales of
homebrew
tests for use in any health clinics with which the Company is already
dealing or other entities which have expressed an indication of
interest
for marketing tests based on the Company’s technology (including the
opportunity in the country of Turkey), regardless of whether such
homebrew
tests utilize 2D Gel technology or high throughput reagent-based
technology;
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sales
and marketing of the Company’s database of tissue samples and their
respective disease profiles; and
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such
other activities as may be mutually agreed
upon.
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5. Technology
and Intellectual Property License. The
Company agrees that it will grant a non-exclusive license for selected
applications to the CRO to use all of its existing and future technology,
intellectual property, trade secrets, study data and any other confidential
information (collectively, the “Intellectual
Property”)
to
develop and market commercial products which are based on such Intellectual
Property. The parties agree that they will negotiate in good faith which
commercial applications will be included in the license as part of the process
to define the CRO business plan, but that such license is expected to cover
commercial applications that are not related to developing or marketing
FDA-approved products and services unless such FDA-approved products and
services utilize further intellectual property developed by the CRO. The
Company
acknowledges that the Purchaser intends to cause the Joint Venture, among
other
activities, to develop antibodies for some or all of the Company’s protein
biomarkers for the purpose of developing reagents for high throughput diagnostic
tests. The Company further acknowledges and agrees that to the extent the
Joint
Venture is successful in developing any one or more antibodies for the Company’s
protein biomarkers or any other intellectual property or trade secrets, then
any
patents or other intellectual property arising from any such development
activity will be owned by the Joint Venture. The Company agrees that it will
inform the CRO and the Purchaser in a timely manner of any new Intellectual
Property which it develops as part of said license and the Purchaser agrees
that
it will inform the CRO of any new developments that it makes with respect
to
products or services which could be marketed by the CRO. The parties also
agree
that, at all times, they will not withhold, or keep secret, from each other
any
information which may be of a material nature relating to technology,
confidential information, study data or other information related to the
development or marketing of commercial products based on the Company’s
Intellectual Property for the CRO.
6. First
Option.
In
consideration of the Purchaser’s commitment to purchase the Debenture and form
the Joint Venture as set forth herein, the Company hereby grants to the
Purchaser an irrevocable option (the “First
Option”)
to
purchase, in one or a series of transactions, voting convertible preferred
stock
(the “First
Option Preferred Stock”)
that
is convertible into such number of shares of Common Stock equal initially
to a
maximum of 20% of the Company’s voting Common Stock (after taking into
consideration all outstanding First Option Preferred Stock on an as-converted
basis). The purchase price per share, which shall also equal the initial
conversion price per share, of any First Option Preferred Stock purchased
on any
given day shall be equal to the lesser of a) $0.20/share, or b) an equity
valuation of $20,000,000 divided by the Company’s fully-diluted shares
outstanding on such date (the “First
Option Purchase Price”).
For
the purposes of this Paragraph, all convertible instruments shall be included
on
an as-converted basis in the definition of fully diluted shares outstanding
(including the pro forma shares required to convert the instruments listed
in
this paragraph 6(b)(iii) - 6(b)(v) to the extent they are not already included
in the fully diluted shares outstanding at the time of any exercise of the
First
Option with the understanding that any convertible debentures still outstanding
pursuant to paragraph 5(b)(iv) at the time of any exercise of the First Option
will be assumed to be converted at the lower of the then market price of
the
Company or the First Option Purchase Price per share at the time of any exercise
of the First Option) and all options and warrants shall be included on an
as-exercised basis in the calculation of fully diluted shares outstanding
to the
extent that such options and warrants would be in-the-money at the resulting
First Option Purchase Price per share. The First Option is irrevocable to
the
fullest extent permitted by law. The First Option will be exercisable, in
whole
or in part, at any time following the Closing, until the later of (such date
hereinafter referred to as the “First
Option Expiration Date”):
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(a)
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November
16, 2007; or
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(b) the
date
which is 10 business days after which the following conditions precedent
have
all been satisfied.
(i) The
Company has provided satisfactory documentation to NeoGenomics of blinded
studies of disease samples that demonstrate, to the reasonable satisfaction
of
NeoGenomics, statistically significant test results which show that the Company
is achieving 90% specificity and 90% sensitivity with respect to identifying
Alzheimers disease, Lou Gehrig’s disease (ALS), and Parkinsons’ disease using a
defined and fixed set of protein biomarkers for each such disease.
(ii) The
Company has provided satisfactory documentation to NeoGenomics of blinded
studies of breast cancer samples with at least 50 control specimens and 50
diseased specimens that demonstrate, to the reasonable satisfaction of
NeoGenomics, statistically significant test results which show that the Company
is achieving 90% specificity and 90% sensitivity with respect to identifying
breast cancer using a defined and fixed set of protein biomarkers. NeoGenomics
shall have the right, at its option, to provide the breast cancer samples
to the
Company for inclusion in this study, provided that such samples are provided
by
July 31, 2007.
(iii) The
Company has caused all of its existing convertible preferred stock of any
kind
to be converted to Common Stock, including but not limited to the Series
B
Convertible Preferred Stock issued to certain executives of the
Company.
(iv) The
Company has used its best efforts to cause all of its existing convertible
debentures to third parties to be converted to Common Stock.
(v) The
Company has caused all of the indebtedness owed to any officers, directors
or
employees of the Company to be converted into Common Stock, except for any
amounts which are mutually agreed upon between the Purchaser and the
Company.
The
First
Option Purchase Price will be paid in cash or in any combination of cash
and
Purchaser common stock at the option of the Purchaser; provided, however,
that
the Purchaser shall pay the first $1,000,000 in cash in the event that any
part
of the First Option is exercised. The parties agree that pursuant to this
First
Option, the Purchaser may purchase on any given day First Option Preferred
Stock
that is itself a voting
security
and is convertible into Common Stock outstanding, but that the Purchaser
will
also be issued warrants as additional consideration on such day that represents
the same percentage of the non-voting
Common
Stock equivalents outstanding on such date. Thus, in addition to purchasing
First Option Preferred Stock on any given day, the Purchaser shall also receive
as additional consideration a warrant to purchase that number of shares of
Common Stock which is equal to a percentage (the “Warrant
Issue Percentage”)
of the
Company’s total warrants, options and other non-voting equity or equity linked
securities (all on an as-converted or as-exercised basis) which are outstanding
on such date (after giving effect to the issuance of the new warrants). The
Warrant Issue Percentage will be equal to the percentage of the Company’s total
voting securities outstanding on such date (i.e., the sum of the Common Stock
and all First Option Preferred Stock outstanding) that is represented by
the new
First Option Preferred Stock that was issued on such day. Such warrants will
have an exercise price equal to the initial conversion price of the First
Option
Preferred Stock being purchased on such day. All warrants issued in conjunction
with any tranche of First Option Preferred Stock will have a five year term
from
the date of issuance. The conversion price of all First Option Preferred
Stock
and the exercise price of any related warrants issued in connection therewith
may be reset from time-to-time in accordance with the provisions of paragraphs
7
and 9 hereof.
7. Special
Adjustments to the Conversion Prices of Outstanding First Option Preferred
Stock
and Related Warrants.
The
Company and the Purchaser agree that the conversion price for any tranche
of
First Option Preferred Stock which may be outstanding at any time and the
exercise price of any warrants issued to the Purchaser in connection with
any
such tranche, in addition to being subject to the customary anti-dilution
rights
described in paragraph 9 hereof, will be subject to a weighted average reset
in
the following circumstances. If, at any time after any tranche of First Option
Preferred Stock or any warrants issued in conjunction with such tranche are
outstanding (each such tranche and its related warrants hereinafter referred
to
as a “Re-settable
Security”),
the
Company shall issue or sell additional shares of Common Stock or any other
security convertible into Common Stock (the “New
Issue Security”)
for a
consideration per common share equivalent (such new issue price hereinafter
referred to as the “New
Issuance Price”)
less
than the then conversion price or exercise price of any tranche of Re-Settable
Security, then the conversion price or exercise price for each such applicable
tranche of Re-Settable Security shall automatically be reduced, concurrently
with such new issue, to a lower conversion or exercise price, as the case
may be
(calculated to the nearest cent), determined by multiplying (i) the difference
between the conversion or exercise price of the tranche of Re-Settable Security
in question prior to such reset and the New Issuance Price; by (ii) one minus
the percentage amount determined by dividing the number of common share
equivalents issued through the New Issue Security by the total number of
common
share equivalents held by the Purchaser from all tranches of Re-Settable
Securities (provided that such percentage can never be greater than 100%);
and
then adding the resulting product to the New Issuance Price. The foregoing
adjustment will be made for each tranche of First Option Preferred Stock
and its
related warrants which may be outstanding at any time.
8. Second
Option.
In
consideration of the Purchaser’s commitment to purchase the Debenture and form
the Joint Venture as set forth herein, the Company hereby grants the Purchaser
an irrevocable option (the “Second
Option”)
to
purchase, in one or a series of transactions, voting convertible preferred
stock
(the “Second
Option Preferred Stock”)
that
is convertible into such number of shares of Common Stock as is necessary
to
increase its ownership of the voting Common Stock, on an as-converted basis,
to
up to 60% of the Company’s voting Common Stock (after taking into consideration
all outstanding First Option Preferred Stock and Second Option Preferred
Stock
on an as-converted basis). Such Second Option will only be exercisable following
exercise of the First Option and will expire 12 months after the First Option
Expiration Date as specified in paragraph 6 (or upon the First Option Expiration
Date if no part of the First Option is exercised) (the “Expiration
Date”)
and
may be exercised in whole or in part at any time up to the Expiration Date.
The
Second Option is irrevocable to the fullest extent permitted by law. The
purchase price per share, which shall also equal the initial conversion price
per share, of any Second Option Preferred Stock purchased on any given day
will,
to the extent any part of such Second Option is exercised within six (6)
months
of the First Option Expiration Date, be the lesser of a) $0.40/share or b)
a
price per share equal to $40,000,000 divided by the Company’s fully diluted
shares outstanding on such date. To the extent any part of such Second Option
is
exercised after six (6) months, but within twelve (12) months of the First
Option Expiration Date, then the purchase price of the Second Option Preferred
Stock purchased on any given day will be the lesser of a) $0.50/share or
b) a
price per share equal to $50,000,000 divided by the fully diluted shares
outstanding on such date. For the purposes of this paragraph, all convertible
instruments shall be included on an as-converted basis in the definition
of
fully diluted shares outstanding and all options and warrants shall be included
on an as-exercised basis in the calculation of fully diluted shares outstanding
to the extent such options and warrants are “in-the-money” at the resulting
Second Option purchase price per share on the date of such purchase. The
exercise price of the Second Option may be paid in cash or in any combination
of
cash and Purchaser common stock at the option of the Purchaser.
The
parties agree that pursuant to this Second Option, the Purchaser may purchase
on
any given day Second Option Preferred Stock that is itself a voting
security
and is convertible into Common Stock outstanding, but that the Purchaser
will
also be issued warrants as additional consideration on such day that represents
the same percentage of the non-voting
Common
Stock equivalents outstanding on such date. Thus, in addition to purchasing
Second Option Preferred Stock on any given day, the Purchaser shall also
receive
as additional consideration a warrant to purchase that number of shares of
Common Stock which is equal to a percentage (the “Warrant
Issue Percentage”)
of the
Company’s total warrants, options and other non-voting equity or equity linked
securities (all on an as-converted or as-exercised basis) which are outstanding
on such date (after giving effect to the issuance of the new warrants). The
Warrant Issue Percentage will be equal to the percentage of the Company’s total
voting securities outstanding on such date (i.e., the sum of the Common Stock,
the First Option Preferred Stock, and any Second Option Preferred Stock
outstanding) that is represented by the new Second Option Preferred Stock
that
was issued on such day. Such warrants will have an exercise price equal to
the
initial conversion price of the Second Option Preferred Stock being purchased
on
such day. All warrants issued in conjunction with any tranche of Second Option
Preferred Stock will have a five year term from the date of issuance. The
conversion price of all Second Option Preferred Stock and the exercise price
of
any related warrants issued in connection therewith may be reset from
time-to-time in accordance with the provisions of 9 hereof.
9. General
Anti-Dilution Rights.
The
Company and the Purchaser agree that the conversion price for any of the
Debenture, First Option Preferred Stock or Second Option Preferred Stock
which
may be outstanding at any time and the warrant exercise price of any warrants
issued to the Purchaser in connection with any of the foregoing will be subject
to customary anti-dilution rights in the case of stock splits, reorganizations,
or any other corporate action that changes the number of shares outstanding
absent a transaction for fair consideration.
10. Form
of First Option Preferred Stock and Second Option Preferred Stock.
The
Company and the Purchaser hereby agree that any convertible preferred stock
issued pursuant to the First Option or the Second Option shall have the powers,
designations, preferences and relative, participating, optional and special
rights as are customary in similar transactions and that shall be deemed
advisable by the Purchaser, in its sole discretion. The Company and the
Purchaser hereby further agree that any First Option Preferred Stock and
any
Second Option Preferred Stock shall be entitled to vote on as-converted basis
with the Company’s Common Stock. The parties also agree that any shares of
Common Stock issued or issuable pursuant to the Debenture, the First Option
Preferred Stock, the Second Option Preferred Stock or the warrants received
in
connection with the First Option or Second Option shall not be subordinated
in
any way, whether with respect to voting rights or otherwise, to any other
shares
of capital stock that may be outstanding or proposed to be outstanding, without
the written consent of the Purchaser.
11. Registration
Rights. All
shares of the Company’s Common Stock which are issued to the Purchaser pursuant
to the conversion of the Debenture, the First Option Preferred Stock or the
Second Option Preferred Stock and/or any shares of the Company’s Common Stock
issued in connection with the exercise of any warrants issued to the Purchaser
will have demand and piggyback registration rights.
12. Board
of Directors Rights. The
Company agrees that as long as the Purchaser owns at least 10% of the voting
securities outstanding, the Purchaser shall have the right to appoint at
least
one member of the Company’s Board of Directors upon written notice to the
Company; provided, however, if the Purchaser elects not to appoint a director
to
the Board of Directors, it will have observer rights at all Board meetings
and
any other Board proceedings (including the right to review proposed transactions
that require Board approval). The Company also agrees that during anytime
in
which (i) there are not at least two independent directors serving as members
of
the Compensation Committee or (ii) there are two (2) or more officers of
the
Company serving on the Compensation Committee, then the Purchaser shall have
the
rights to approve all Compensation Committee decisions prior to such decisions
becoming final.
13. Closings.
The
Closing of the Debenture and the exercise of the First Option and Second
Option
will take place at such times and places as may be mutually agreed upon by
the
parties.
14. Right
of First Refusal.
At any
time that any of the Debenture, First Option Preferred Stock or Second Option
Preferred Stock remain outstanding or exercisable, the Purchaser shall have
a 15
day right of first refusal (“Right
of First Refusal”)
to (i)
purchase any shares of Company capital stock (or capital stock equivalents
or
any security convertible into capital stock) that the Company proposes to
sell
or otherwise issue for value (on the same terms and conditions) or (ii) provide
any debt financing the Company seeks to obtain from any third party (on the
terms and conditions contained in the offer by such third party).
15. Due
Diligence.
The
Company understands and acknowledges that the Purchaser has not had an
opportunity to complete its examination of the assets and records of the
Company
and the company will afford access to the Purchaser and its representatives
to
the books, records, properties and management of the Company at any mutually
agreed upon time prior to the exercise of any part of the First Option or
the
Second Option.
16. Representations
of the Company With Respect to Patents.
In
recognition of the fact that the Purchaser has not had the opportunity to
complete its due diligence evaluation of the Company prior to the time in
which
this Agreement was signed, the Company acknowledges that the Purchaser is
depending on the following representations and warranties in entering into
this
Agreement, which the Company is herewith making as of the date of this
Agreement:
(a) The
Company is either the exclusive owner of all of the patents pending attached
hereto as Confidential Exhibit A, or it has an exclusive license from the
owner
or partial owner of any such patent in which it does not own 100% of the
economic interests to use such patent for the term of the patent on an
unrestricted basis and has the rights to further sublicense any and all such
patents in which it does not own 100% of the economic interests.
(b) For
those
patents that are partially owned by any third parties, there are no requirements
to pay any royalties on any such patents until such time as the Company licenses
any of the technology covered under such patents to third parties unaffiliated
with the Company.
(c) To
the
best of the Company’s knowledge, there is no information in the hands of any
employee, shareholder or officer of the Company that would or may impact
on the
patentability of any one or more of the Company’s patents pending identified on
Confidential Exhibit A.
(d) To
the
best of the Company’s knowledge, none of the Company’s patents as listed on
Confidential Exhibit A infringe upon any other third parties’ patents or claims
under such third parties patents pending.
(e) The
Company has not been notified by any third party that it or any of its patents
pending infringe upon any other third parties patents or patents
pending.
17. Conduct
of the Company.
From
the date hereof until Closing:
(a) The
Company shall conduct its business only in the normal and ordinary
course.
(b) Neither
the Company nor any of its affiliates, subsidiaries, directors, officers,
employees, representatives or agents, shall directly or indirectly, alone
or
with others, solicit, encourage or initiate any offer or proposal from, or
engage in any discussions or negotiations with, or provide any information
to,
or accept any offer from, any person, entity or group (other than the Purchaser
and their respective officers, directors, employees, advisors, agents and
representatives) concerning any inquiries or proposals for (i) the
acquisition of all or any part of the outstanding capital stock or the assets
of
the Company, (ii) any merger, consolidation, joint venture or other
business venture or transaction involving the Company (other than in the
ordinary course of business) or (iii) any other transaction that is
inconsistent with the Proposed Transaction set forth in this
letter.
(c) The
Company and its officers and directors shall promptly notify the Purchaser
of
any (i) material adverse change in the financial or other conditions of the
Company or its business; or (ii) inquiries from third parties of the nature
described in paragraph 17(b).
18. Publicity.
The
Company and the Purchaser agree that they will not make any disclosures about
the existence or contents of this letter or negotiations relating to the
Proposed Transaction or cause to be publicized in any manner whatsoever by
way
of interviews, responses to questions or inquiries, press releases or otherwise
any aspect or proposed aspect of this Proposed Transaction without prior
written notice
to
and written approval of the
other
parties, except as may otherwise be required by law or applicable securities
exchange rules. If
a
party is required to make any such disclosure, it must first provide to the
other party the content of the proposed disclosure, the reasons that such
disclosure is required by law, and the time and place that the disclosure
will
be made.
19. General
Representations and Warranties; Binding Agreement.
Each of the parties hereto hereby represents and warrants to the other party
that this Agreement: (i) has been validly executed and delivered by such
party; (ii) has been duly authorized by all corporate or other action of
such party necessary for the authorization thereof; (iii) constitutes a
binding and enforceable obligation of such party, enforceable in accordance
with
its terms; and (iv) does not violate or interfere with any contract or legal
requirement applicable to such party.
The
Company represents to the Purchaser that it is under no obligation, either
oral
or written, that would restrict or inhibit its ability to execute and deliver
this letter of intent or to take the actions or to complete the transactions
contemplated herein. This
Agreement is intended to be a binding agreement of the parties; provided,
however, that the First Option, Second Option and the Right of First Refusal
shall be forfeited if the Purchaser fails to pay the Principal Amount to
the
Company as purchase price for the Debenture at Closing.
20. Termination.In
the
event that the Purchaser does not exercise the First Option for any reason
within the time frame set forth in paragraph 6 hereof, the Company and the
Purchaser shall each have the right to terminate this Agreement and any and
all
obligations arising thereto.
21. Governing
Law.
This
Agreement shall be governed by the laws of the State of Florida, without
regard
to the conflicts of laws principles of Florida or any other
jurisdiction.
22. Fees
and Expenses.
The
Purchaser, on one hand, and the Company, on the other hand, shall each bear
and
pay all costs and expenses (including, without limitation, finder’s or broker’s
fees or commissions and fees and expenses of attorneys and consultants) they
incur in connection with the transactions contemplated by this Agreement.
23. Remedies
upon Breach.
The
Company acknowledges and agrees that: (i) Purchaser would be irreparably
injured in the event of a breach of by the Company of any covenant or agreement
under this Agreement; (ii) monetary damages would not be an adequate remedy
for such breach; (iii) Purchaser shall be entitled to specific performance
and other injunctive relief, without the necessity of the posting of a bond,
in
addition to any other remedy that they may have, in the event of any such
breach; and (iv) the existence of any claims that Company may have against
Purchaser, whether under this Agreement or otherwise, shall not be a defense
to
(or reason for the delay of) the enforcement by Purchaser of any of their
rights
or remedies under this Agreement.
24. Attorneys’
Fees.
In the
event of any litigation arising under the terms of this Agreement, the
prevailing party shall be entitled to recover its or their reasonable attorneys’
fees and court costs from the other party, including trial and appellate
proceedings, as well as the costs of collecting any judgment.
25. Miscellaneous.
This
letter constitutes the entire agreement of the parties relating to the
transactions contemplated by this letter and supersedes all prior contracts
or
agreements with respect to those matters, whether oral or written. All notices,
requests, or consents provided for or permitted to be given under this letter
must be in writing and, in the case of the Company and the Sellers, may be
given
to the addressee of this letter. A party’s rights and obligations under this
letter are assignable only with the prior written consent of each other party.
This letter may be amended only by a written agreement executed by all parties
hereto. This letter may be executed in counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
agreement. This letter is solely for the benefit of the parties hereto, and
shall not be construed to give rise to or create any liabilities or obligation
to, or to afford any claim or cause of action to, any other person or entity.
This letter shall be superseded in its entirety by the individual agreements
comprising each component of the above transactions upon the approval and
execution of each such agreement.
If
the
foregoing accurately reflects the discussions between us to date, please
indicate your acceptance and agreement below.
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Very
truly yours,
NEOGENOMICS,
INC.
By:
Robert
P. Gasparini
President
and Chief Scientific Officer
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ACCEPTED
AND AGREED:
POWER3
MEDICAL PRODUCTS, INC.
By:
Steven
B. Rash
Chairman
and Chief Executive Officer
Date:
April 2, 2007
|
Exhibit
A Redacted for Confidentiality