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Aachen Meeting Sept 26 2007 Action Items to be ratified by HDK, GATS, Bank

Aachen Meeting Sept 26 2007 Action Items to be ratified by HDK, GATS, Bank. HDK-ION BOSTON HDK to acquire 50% of IOB from AM – objective is binding deal memo at New York Oct 16 meeting with target closing date of November 27

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Aachen Meeting Sept 26 2007 Action Items to be ratified by HDK, GATS, Bank

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  1. Aachen Meeting Sept 26 2007Action Items to be ratified by HDK, GATS, Bank • HDK-ION BOSTON • HDK to acquire 50% of IOB from AM – objective is binding deal memo at New York Oct 16 meeting with target closing date of November 27 • HDK to meet with MGH in Boston on Oct 19 to re-negotiate – objective to agree binding License Agreement Amendment deal memo; need to arrange GATs and/or legal advisor support at meeting to support agreement on amendment • GATS to acquire 50% of IOB at price to be mutually agreed, subject to appraisal, due diligence; target LOI for acquisition Dec 11 and target closing January 10; indicative purchase price mentioned of $850,000 including allocation for accrued IOB expenses, subject to due diligence etc. • HDK will maintain a lead role in IOB and SPV liaison with German public agencies • Consider convert ION Boston from Gmbh to an AG. • Supervisory board with Heinz as Chairman with ability to negotiate, but not bind company.

  2. BUSINESS DEVELOPMENT COSTS • Until Bank Teaming Agreement signed, GATS and HDK to agree appropriate sharing of reasonable admin. type costs from Oct 1 to be reviewed January 1, 2008 for increase etc. • 3 months office • 3 months secretarial • Allowance up to Euro 5000 per month for 3 months • Each party responsible for own Professional Fees, until consortium agreement finalized after Oct 31 • Further MB financial support as agreed • Heinz will advise his estimated ongoing running costs to GATS by Oct 5

  3. Project Timeline • Consortium Parties to agree deal structure (HDK, GATS, IOB & BANK ) by Oct 31 • Teaming Agreement- NDA w/ Johns Hopkins by Nov 2 • Consortium Conditional Proposal for NRW II to Ministry of Innovation and Ministry of Finance by November 5 • Nov 13 Meeting with Ministries, Universities, Insurers • Require Ministry NRW II Conditional Letter of Intent accepting proposal by Dec 15 • NRW indicated by phone today there would be no problem to issue LOI based on agreed criteria and that the three (3) universities will be instructed to meet with us and co-operate with project • 6.5 M. constitutional duty payment indicated from state govt. No need to tender due to unique proposition, learning, research and no other heavy ion machine available in NRW • NRW indicated on phone also today they would offer a state guarantee for whole project

  4. TEAMING AGREEMENTS – NDA Between GATS and HDK by Oct 5 (MP to draft) Replaced by Teaming Agreement/NDA between Bank, GATS and HDK by Oct 12

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