Exhibit 10.1
CONTRIBUTION AGREEMENT
This
CONTRIBUTION AGREEMENT (“Agreement”) is effective as of
August 8, 2008 (the “Effective Date”) by and between
Geron Corporation, a Delaware corporation (“Geron”),
and ViaGen, Inc., an Arizona corporation (the
“Company”).
RECITALS
1. WHEREAS,
Geron owns 4,990 shares of the Common Stock of Start Licensing,
Inc., a Delaware corporation (“Start”), comprising
49.9% of the issued and outstanding shares of Start (the
“Stock”); and
2. WHEREAS,
Geron wishes to contribute all of its rights, title and interest in
the Stock to the Company in exchange for the Company’s
issuing to Geron 2,982,648 shares of the Company’s Series A
Preferred Stock (the “Shares”).
NOW
THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants, and agreements herein
contained, Geron and the Company agree as follows:
ARTICLE 1
CONTRIBUTION OF STOCK & ISSUANCE OF SHARES
1.1
Contribution of Stock . Subject to the terms and conditions of this
Agreement, as of the Effective Date, Geron hereby assigns,
transfers, and delivers to the Company, as a contribution, all of
the Stock. Upon execution of this Agreement, Geron will deliver the
certificates representing the Stock, endorsed to the
Company.
1.2
Issuance of Shares . Upon the contribution of the Stock by Geron, and
as of the Effective Date, the Company will issue the Shares to
Geron.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF GERON
2.1
Authority . Geron has the corporate power, capacity and
authority to execute and deliver this Agreement and any other
certificate, agreement, document or other instrument to be executed
and delivered in connection with the transactions contemplated by
this Agreement and to perform Geron’s obligations under this
Agreement and to consummate the transactions contemplated hereby
and thereby. This Agreement has been duly executed and delivered
and constitutes the legal, valid, and binding obligation of Geron,
enforceable in accordance with its terms.
2.2
Ownership of Stock . Geron is the legal and beneficial owner of the
Stock and such Stock constitutes all the shares of Start Common
Stock owned by Geron. Geron holds the Stock free and clear of all
liens, encumbrances, restrictions and claims of every
kind. Geron has the legal right, power and authority to
enter into this Agreement and to sell, assign, transfer and convey
the Stock pursuant to this Agreement and the delivery to the
Company of the Stock pursuant to the provisions of this Agreement
will transfer to the Company valid title thereto, free and clear of
all liens, encumbrances, restrictions and claims of every
kind. There are no outstanding options, warrants,
rights, calls, commitments, conversion rights, rights of exchange,
plans or other agreements of any character providing for the
purchase or sale of any Stock by Geron.
2.3
Government Filings; No Violation .
No notices, reports or other filings
are required to be made with, nor are any consents, registrations,
approvals, permits or authorizations required to be obtained by
Geron from any governmental entity in connection with the execution
and delivery of this Agreement and the consummation by Geron of the
transactions contemplated hereby, except those that the failure to
make or obtain are not, individually or in the aggregate,
reasonably likely to prevent, materially delay or materially impair
(i) Geron’s ability to consummate the transactions
contemplated by this Agreement; (ii) the Company’s ability to
acquire ownership of the Stock, free and clear of any encumbrances;
or (iii) the ability of the Company, following the transactions
contemplated herein, to conduct any material business or operations
of Start in any jurisdiction where such business or operations are
now being conducted.
2.4
No Violations . The execution, delivery and performance of this
Agreement does not, and the consummation of the transactions
contemplated hereby will not, constitute or result in (i) a
breach or violation of, or a default under, any of Geron’s
governing documents; (ii) a breach or violation of, or a
default under, the acceleration of any obligations under, or the
creation of an encumbrance on any assets of Geron pursuant to any
contract, mortgage, agreement, deed of trust, license, lease or
other instrument, arrangement, commitment, obligation, or
restriction (“Contracts”) that is binding upon Geron or
any Law or governmental or non-governmental permit or license to
which Geron is subject; or (iii) any change in the rights or
obligations of any party under any of Geron’s Contracts,
except, in the case of clause (ii) or (iii) above, for any
breach, violation, default, acceleration, creation or change that,
individually or in the aggregate, is not reasonably likely to
prevent, materially delay or materially impair (1) Geron’s
ability to consummate the transactions contemplated by this
Agreement, (2) Company’s ability to acquire ownership of the
Stock, free and clear of any encumbrances; or (3) the ability of
the Company, following consummation of the transactions
contemplated herein, to conduct any material business or operations
of Start in any jurisdiction where such business or operations are
now being conducted. For the purposes of this Agreement,
“Law” means ordinances, rules
