AGREEMENT effective the 26th day of March, 1996, by and between
ADVANCED POLYMER SYSTEMS, INC. ("APS") and LHC CORPORATION ("PURCHASER").
R E C I T A L S
A. APS and PURCHASER are entering into a License and Supply Agreement (the "License Agreement") with
respect to certain of the proprietary technologies of APS.
B. In connection with the License Agreement, APS desires to sell to PURCHASER, and PURCHASER desires
to buy from APS, shares of APS Common Stock (the "Shares").
IT IS THEREFORE, AGREED as follows:
1. PURCHASE AND SALE OF SHARES.
(a) "Common Stock" means the Common Stock, $.01 par value, of APS.
(b) "Share" means one of the shares of Common Stock being purchased hereunder.
(c) "Act" means the Securities Act of 1933, as amended.
(d) "Material Adverse Event" shall mean an occurrence having a consequence that is materially adverse as to the
business, properties, prospects or financial condition of APS.
(e) "Subsidiary" constitutes any corporation more than 50% (by virtue of voting rights) of whose stock in the
aggregate is owned directly or indirectly by APS and any partnership in which APS, directly or indirectly, owns
more than 50% in interest or participation.
1.2 Sale and Issuance of Shares. Subject to the terms and conditions hereof, APS shall sell to PURCHASER
and PURCHASER shall buy from APS at the Closing (as defined below) for a total consideration of
$3,000,000, that number of Shares which is equal to $3,000,000 divided by the average closing price of APS
Common Stock on the Nasdaq National Market for the 20 trading days ending on the day immediately
preceding the Closing (as hereinafter defined).
(a) Closing Date. The closing of the purchase and sale of the Shares (the "Closing") shall take place on March
25, 1996, or such other date as APS and PURCHASER may agree.
(b) Time and Place. The Closing shall take place at the offices of Heller, Ehrman, White & McAuliffe, 525
University Avenue, Su