UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
FORM F-X
APPOINTMENT OF AGENT
FOR SERVICE OF PROCESS
AND UNDERTAKING
A. |
Name
of issuer or person filing (Filer): SYGNIS Pharma AG (f/k/a LION
Bioscience AG) |
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[X] |
an
original filing for the Filer. |
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[ ] |
an
amended filing for the Filer. |
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(2) |
Check
the following box if you are filing the Form F-X in paper in accordance
with Regulation S-T Rule 101(b)(9). [ ] |
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(3) |
A
filer may also file the Form F-X in paper under a hardship exemption provided
by Regulation S-T Rule 201 or 202. When submitting a Form F-X in paper
under a hardship exemption, a filer must provide the legend required by
Regulation S-T Rule 201(a)(2) or 202(c) on the cover page of the Form F-X. |
C. |
Identify
the filing in conjunction with which this Form is being filed: |
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Name of registrant: |
SYGNIS Pharma AG |
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Form type: |
Form CB |
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File number (if known): |
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Filed by: |
SYGNIS Pharma AG |
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Date filed: |
Filed concurrently herewith |
D. |
The
Filer is incorporated or organized under the laws of Germany and has its
principal place of business at Im Neuenheimer Feld 515, 69120 Heidelberg,
Germany, telephone number +49 6221 454 6. |
E. |
The
Filer designates and appoints David Mahoney, Esq. located at LION Bioscience, Inc.,
99 Hayden Avenue, Suite 620, Lexington, MA 02421, USA, as the agent of the
Filer upon whom may be served any process, pleadings, subpoenas, or other
papers in |
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(a) |
any
investigation or administrative proceeding conducted by the Commission; and |
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(b) |
any
civil suit or action brought against the Filer or to which the Filer has been joined as
defendant or respondent, in any appropriate court in any place subject to the
jurisdiction of any state or of the United States or of any of its territories or
possessions or of the District of Columbia, where the investigation, proceeding or cause
of action arises out of or relates to or concerns (i) any offering made or purported to
be made in connection with the securities registered or qualified by the Filer on Form CB
filed on October 20, 2008 or any purchases or sales of any security in connection
therewith; (ii) the securities in relation to which the obligation to file an annual
report on Form 40-F arises, or any purchases or sales of such securities; (iii) any
tender offer for the securities of a Canadian issuer with respect to which filings are
made by the Filer with the Commission on Schedule 13E-4F, 14D-1F or 14D-9F; or (iv) the
securities in relation to which the Filer acts as trustee pursuant to an exemption under
Rule 10a-5 under the Trust Indenture Act of 1939. The Filer stipulates and agrees that
any such civil suit or action or administrative proceeding may be commenced by the
service of process upon, and that service of an administrative subpoena shall be effected
by service upon such agent for service of process, and that service as aforesaid shall be
taken and held in all courts and administrative tribunals to be valid and binding as if
personal service thereof had been made. |
F. |
Each
person filing this Form in connection with: |
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(a) |
the
use of Form F-9, F-10, 40-F, or SB-2 or Schedule 13E-4F, 14D-1F or 14D-9F
stipulates and agrees to appoint a successor agent for service of process
and file an amended Form F-X if the Filer discharges the Agent or the
Agent is unwilling or unable to accept service on behalf of the Filer at any time until
six years have elapsed from the date the issuer of the securities to which such Forms and
Schedules relate has ceased reporting under the Exchange Act; |
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(b) |
the
use of Form F-8, Form F-80 or Form CB stipulates and agrees to appoint a
successor agent for service of process and file an amended Form F-X if the
Filer discharges the Agent or the Agent is unwilling or unable to accept
service on behalf of the Filer at any time until six years have elapsed
following the effective date of the latest amendment to such Form F-8,
Form F-80 or Form CB; |
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(c) |
its
status as trustee with respect to securities registered on Form F-7, F-8,
F-9, F-10, F-80, or SB-2 stipulates and agrees to appoint a successor
agent for service of process and file an amended Form F-X if the Filer
discharges the Agent or the Agent is unwilling or unable to accept service on behalf of
the Filer at any time during which any of the securities subject to the indenture remain
outstanding; and |
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(d) |
the
use of Form 1-A or other Commission form for an offering pursuant to
Regulation A stipulates and agrees to appoint a successor agent for
service of process and file an amended Form F-X if the Filer discharges
the Agent or the Agent is unwilling or unable to accept service on behalf of the Filer at
any time until six years have elapsed from the date of the last sale of securities in
reliance upon the Regulation A exemption. |
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Each
filer further undertakes to advise the Commission promptly of any change to the
Agents name and address during the applicable period by amendment of this Form,
referencing the file number of the relevant form in conjunction with which the amendment
is being filed. |
G. |
Each
person filing this Form, other than a trustee filing in accordance with General
Instruction I.(a) of this Form, undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the Commission
staff, and to furnish promptly, when requested to do so by the Commission
staff, information relating to: the Forms, Schedules and offering statements
described in General Instructions I.(a), I.(b), I.(c), I.(d) and I.(f) of this
Form, as applicable; the securities to which such Forms, Schedules and offering
statements relate; and the transactions in such securities. |
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The Filer certifies that it has duly
caused this power of attorney, consent, stipulation and agreement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Heidelberg, Germany on this 21st
day of October, 2008.
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SYGNIS Pharma AG |
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By: |
/s/ Dr. Franz-Werner Haas |
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Name: |
Dr. Franz-Werner Haas |
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Title: |
Vice President Operations/General Counsel |
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This statement has been signed by the following persons in the capacities and on the dates
indicated.
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By: |
/s/ David Mahoney |
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Name: |
David Mahoney, Esq. |
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Title: |
U.S. Director of Legal Affairs |
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LION Bioscience, Inc. |
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Date: |
October 21, 2008 |
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