Of the current Directors, two are Managing or Executive Directors, and three were appointed by the Board of Directors since the last Annual Meeting, leaving only two Directors subject to this rule, namely Franklin Pass
and Uwe Thieme.
...Dr. Franklin Pass was appointed a Director in February 2002.Since March 2001, he has been Vice Chairman of Antares Pharma, Inc. (formerly known as Mediject Corporation), which develops and markets pharmaceutical delivery systems, and is a Managing Director of Cherry Tree Development LLC, a Minnesota-based investment banking group.From 1993 to 2000, Dr. Pass was Chairman and CEO of Mediject Corporation.He has served as Director of the American Academy of Dermatology, Director of Dermatology at the Albert Einstein College of Medicine, and Clinical Professor at the University of Minnesota, Department of Dermatology.He received his medical degree from the University of Minnesota, School of Medicine.
...Tobler and Georgiev were replaced on the Committee by Dr. Pass and Mr. Nichols, a former Director.
Upon Mr. Fellows' election to the Board, Dr. Pass
was replaced on the Committee by Mr. Fellows.
Williams and McCarthy, Mr. Tobler and Dr. Pass
were replaced on the Committee by Messrs
...The special task force was in existence from February through May 2002 and consisted of Dr. Pass, Mr. Tobler and Wade Nichols, a former Director.
The aggregate amounts received by the various Directors or their affiliated companies for consulting services during 2002, including consulting services provided as a member of the special task force, were: Mr. Pass
, $30,000; Mr. Tobler, $139,000; Mr. Nichols, $105,000.
...Total option grants were: Mr. Tobler, 225,000 shares, Mr. Nichols (a former Director), 150,000 shares, Mr. Georgiev (a former Director), 225,000 shares, and Dr. Pass, 150,000 shares.
Includes the following number of shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days of September 15, 2003: Mr. Massino: 2,575,000; Dr. Thieme: 280,000; Mr. Tobler: 845,000; Mr. Slade: 172,500; Dr. Pass
: 150,000; Mr. Nichols: 150,000.
...From June 16, 2003 to September 16, 2003, the Company engaged Cherry Tree Development, LLC ("CTD"), an affiliate of Cherry Tree Securities, of which Dr. Pass is a Managing Director, as the Company's financial advisor in connection with the possible sale or licensing of the Company's patented Invicorp® erectile dysfunction product and Reliaject® autoinjector.
During that period, CTD
was paid a retainer of $12,000 per month plus expenses and, if a covered transaction occurs within a specified period, would be entitled to a fee equal to 8% of each of (i) all consideration received by the Company at the time of sale or licensing, (ii) milestone payments and (iii) developmental payments, less monthly fees paid.In addition, CTD
was paid the $30,000 in consulting fees due to Dr. Pass
special task force services from April 2002 to June 2002 described under "Board Meetings, Committees and Compensation" above.