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As a result of the Purchase Agreement, Triad became a 100% subsidiary of Monogram. It is contemplated that Monogram will amend its name to Triad Therapeutics, Inc. (or a similar name that gives effect to the business of Triad). The sole officer and director of Monogram is now James Hennig who is the President of Triad.
The Purchase Agreement contains customary terms and conditions for a transaction of this type, including representations, warranties and covenants, as well as provisions describing the consideration and the process of exchanging the consideration. The Purchase Agreement also contains reciprocal indemnification provisions that provide for indemnification in the event of a breach of a representation or warranty.
James Hennig was the President of Triad prior to the Agreement and also was the sole officer director and majority shareholder of Monogram. Triad purchased the controlling block of shares from Belmont Partners LLC on September 17, 2009. Prior to the purchase of the control block, there was no relationship between Triad and Monogram.
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