Exhibit 4.4
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made as of the
13th day of December, 2004 (the "Effective Stock Purchase Date"), by and between
▇▇▇▇▇▇ LABORATORIES, an Illinois corporation, with its principal office at ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("ABBOTT"), and ADVANCED LIFE
SCIENCES HOLDINGS, INC., a Delaware corporation, with its principal office at
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("ALS").
WHEREAS, ALS and Abbott have, as of the date hereof, entered into an
option agreement (the "OPTION AGREEMENT") and license agreement (the "LICENSE
AGREEMENT") for the license by Abbott to ALS of certain Compounds (as such term
is defined in the License Agreement) and a registration rights agreement (the
"REGISTRATION RIGHTS AGREEMENT" and, together with the License Agreement, the
"RELATED AGREEMENTS");
WHEREAS, in addition to the cash consideration to be paid by ALS to
Abbott, ALS has agreed to issue to Abbott certain shares of its equity
securities; and
WHEREAS, subject to the terms and conditions of this Agreement and on
the basis of the representations and warranties set forth herein, ALS and Abbott
have agreed to the issuance to Abbott of that number of shares of fully paid and
non-assessable shares of ALS common stock, par value $.01 per share (the
"SHARES") as shall be equal to ten percent (10%) of the ALS common shares
outstanding on a fully-diluted basis on the Option Exercise Date as defined in
the Option Agreement.
NOW THEREFORE, the parties hereby agree as follows:
1. ACQUISITION OF COMMON SHARES.
1.1 ACQUISITION OF SHARES. Subject to the terms and conditions of this
Agreement and on the basis of the representations and warranties set
forth herein, at the Closing, ALS shall, in partial consideration of
the license granted to ALS pursuant to the terms of the License
Agreement, issue to ▇▇▇▇▇▇ and ▇▇▇▇▇▇ shall acquire the Shares from
ALS.
1.2 CLOSING. The closing of the transaction in which Abbott will acquire
the Shares (the "CLOSING") shall be held at the offices of Abbott, on
the date hereof, or at such other time and place upon which ALS and
Abbott shall agree.
1.3 DELIVERIES. At the Closing, ALS will:
(a) Issue a certificate to Abbott registered in ▇▇▇▇▇▇'▇ name
representing the Shares.
(b) Deliver to Abbott an opinion from Winston and ▇▇▇▇▇▇, LLP,
counsel to ALS, dated as of the date of the closing and in
substantially the form of EXHIBIT 1.3(b) attached hereto.
2. REPRESENTATIONS AND WARRANTIES OF ALS. Except as set forth in the schedule
of exceptions attached hereto as EXHIBIT 2 (the "SCHEDULE OF EXCEPTIONS")
specifically identifying the relevant subsection of this Agreement, ALS
hereby represents, warrants and covenants to Abbott that:
2.1 AUTHORITY.
(a) ALS has full legal right power and authority to execute and
deliver this Agreement and to consummate the transactions
contemplated hereby.
(b) All corporate action on the part of ALS, its officers, directors,
and stockholders necessary for the execution and delivery of, and
the consummation of the transactions contemplated by this
Agreement, and the performance of all obligations of ALS
hereunder have been taken.
(c) Assuming the due and proper execution and delivery by Abbott,
upon execution and delivery by ALS, this Agreement constitutes
the legal, valid and binding obligations of ALS, enforceable in
accordance with its terms, except as may be limited by: (i)
applicable bankruptcy, insolvency, reorganization or other laws
of general application relating to or affecting the enforcement
of creditors rights generally, (ii) the effect of rules of law
governing the availability of equitable remedies and (iii) the
enforceability of the indemnity obligations of SECTION 2.8 of the
Registration Rights Agreement.
(d) The making and performance of this Agreement by ALS and the
consummation of the transactions contemplated by this Agreement
will not violate any provision of the organizational documents of
ALS or any of its subsidiaries and will not result in the
creation of any lien, charge, security interest or encumbrance
upon any assets of ALS pursuant to the terms or provisions of,
and will not conflict with, result in the breach or violation of,
or constitute, either by itself or upon notice or the passage of
time or both, a default under or give rise to a right of
termination, cancellation, or acceleration of any obligation to,
or loss of benefits under any agreement, mortgage, deed of trust,
lease, franchise, license, indenture, permit, or other instrument
to which ALS or any of its subsidiaries is a party or by which
ALS or any of its subsidiaries or any of their respective
properties may be bound or affected and in each case which have a
material adverse affect on the condition (financial or
otherwise), properties, business, prospects, or results of
operations of ALS and its subsidiaries taken as a whole (a
"MATERIAL ADVERSE EFFECT") or restrict the power of ALS to
perform its obligations as contemplated by this Agreement or, to
ALS 's knowledge, any statute or any authorization, judgment,
decree, order, rule or regulation of any court or any regulatory
body, administrative agency or other governmental body applicable
to ALS or any of its subsidiaries or any of their respective
properties.
2.2 ORGANIZATION, GOOD STANDING AND QUALIFICATION.
(a) ALS and each of its subsidiaries, if any, has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of its jurisdiction of incorporation,
with full power and authority (corporate and other) to own and
lease its properties and conduct its businesses as presently
conducted and as proposed to be conducted. ALS and each of its
subsidiaries is duly qualified to do business and in good
standing as a foreign corporation in each jurisdiction in which
the ownership or leasing of properties or the conduct of its
business requires such qualification, except for jurisdictions in
which the failure to so qualify would not have a Material Adverse
Effect; and no proceeding has been instituted in any such
jurisdiction, revoking, limiting or curtailing, or seeking to
revoke, limit or curtail such power and authority or
qualification.
(b) Except as set forth on Schedule of Exceptions, SECTION 2.2(b),
ALS has no direct or indirect loans to any partnership,
corporation, joint venture, business association, or other
entity.
(c) ALS has delivered to ▇▇▇▇▇▇ complete and correct copies of its
Articles of Incorporation and Bylaws as amended to the date
hereof, and will furnish to Abbott true and correct copies of any
amendments thereto throughout the term of this Agreement.
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(d) Except as set forth on Schedule of Exceptions, SECTION 2.2(d),
ALS has no subsidiaries or affiliated companies and does not
otherwise own or control, directly or indirectly, any equity
interest in any partnership, corporation, joint venture,
association, or entity. With respect to any person, the term
"subsidiary" means any corporation more than fifty percent (50%)
of whose total equity interest is, directly or indirectly, owned
by that person. The term "affiliate" when used to indicate a
relationship with a specified person, shall mean a person that
directly, or indirectly through one or more intermediaries,
control, or is controlled by, or is under common control with,
such specified person.
2.3 CAPITALIZATION.
(a) The authorized capital stock of ALS consists of 4,000,000 shares
of Common Stock $.01 par value per share and no shares of
preferred stock.
(b) As of the Effective Stock Purchase Date, there were 2,388,417
shares of Common Stock issued and outstanding. All such issued an
outstanding shares have been duly authorized and validly issued
and are fully paid and non-assessable and no issued and
outstanding shares are subject to preemptive rights created by
statute, the ALS certificate of incorporation or bylaws, or any
agreement to which ALS is a party or by which ALS may be bound.
(c) All outstanding shares of ALS's capital stock have been issued in
compliance with applicable federal and state securities laws.
(d) ALS has reserved for issuance 180,000 shares of Common Stock:
(i) in connection with the following options and convertible
securities and pursuant to ALS 's 2004 Stock Incentive Plan,
as amended and restated, of which, as of the Effective Stock
Purchase Date, options to purchase 156,450 shares were
outstanding and 23,550 shares remain available for issuance
pursuant to options that may be granted under such plan;
(e) Except as set forth on Schedule of Exceptions, SECTION 2.3(f) and
the right of Abbott to acquire the Shares under this Agreement,
there are no other options, warrants, conversion privileges, or
other contractual rights presently outstanding or in existence to
purchase or otherwise acquire any authorized but unissued shares
of ALS's capital stock or other securities or the capital stock
or other securities of any subsidiary of ALS.
2.4 SECTION 203OF THE DELAWARE GENERAL CORPORATION LAW. The acquisition of
the Shares pursuant to this Agreement has been approved by the Board
of Directors of ALS prior to the date of this Agreement for the
purposes of SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
("SECTION 203") such that after the date of this Agreement, neither
Abbott nor any of its Affiliates will be subject to the restrictions
on business combination transactions set forth in Section 203 with
respect to ALS on account of such acquisition.
2.5 VALID ISSUANCE OF SHARES. The issuance of the Shares has been duly
authorized and, when issued, delivered, and paid for in the manner set
forth in this Agreement, the Shares will be duly authorized, validly
issued, fully paid and non-assessable, and Abbott shall have good and
marketable title to the Shares free of any liens or restrictions
(unless created by Abbott), other than the restrictions expressly set
forth in this Agreement or the Related Agreements or under applicable
state and federal securities laws. No preemptive rights or other
rights to subscribe for or purchase exist with respect to the
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issuance of the Shares by ALS pursuant to this Agreement.
2.6 GOVERNMENTAL CONSENTS. Other than compliance with the Securities Act
of 1933, as amended (the "SECURITIES ACT"), no consent, approval order
or authorization of, or registration, qualification, designation,
declaration or filing with, any federal state or local governmental
authority on the part of ALS is required in connection with the
consummation of the transactions contemplated by this Agreement.
Further, there is not in effect any order enjoining or restraining the
transactions contemplated by this Agreement or the Related Agreements.
2.7 OFFERING. Subject in part to the truth and accuracy of ▇▇▇▇▇▇'▇
representations set forth in SECTION 3 of this Agreement, the offer
and issuance of the Shares as contemplated by this Agreement are
exempt from the registration requirements of the Securities Act, and
neither ALS nor any authorized agent acting on its behalf will take
any action hereafter that would cause the loss of such exemption.
2.8 LITIGATION. Other than as disclosed in Schedule of Exceptions, SECTION
2.8, there are no legal or governmental actions, suits or proceedings
pending or, to the knowledge of ALS, threatened to which ALS or any of
its subsidiaries is or may be a party or of which property owned or
leased by ALS or any of its subsidiaries is or may be the subject,
which actions, suits or proceedings might, individually or in the
aggregate, prevent or adversely affect the transactions contemplated
by this Agreement or result in a Material Adverse Effect. ALS is not a
party or subject to the provisions of any material injunction,
judgment, decree or order of any court, regulatory body,
administrative agency, or other governmental body. There are no
material legal or governmental actions, suits, or proceedings pending
or, to ALS's knowledge, threatened against any executive officers or
directors of ALS.
2.9 DISCLOSURE. ALS has provided Abbott with all the information that
Abbott has requested for deciding whether to acquire the Shares.
Neither this Agreement, nor any other statements or certificates made
or delivered in connection herewith or therewith contains any untrue
statement of a material fact or omits to state a material fact
necessary to make the statements herein or therein not misleading.
2.10 CHANGES. Since December 31, 2003 except as otherwise disclosed on
Schedule of Exceptions SECTION 2.10:
(a) ALS has not incurred any material liabilities or obligations,
indirect, direct or contingent, or entered into any material
verbal or written agreement or other transaction which is not in
the ordinary course of business;
(b) ALS has not sustained any material loss or interference with its
business or properties from fire, flood, windstorm, accident, or
other calamity, whether or not covered by insurance;
(c) ALS has not paid or declared any dividends or other distributions
with respect to its capital stock and ALS is not in default in
the payment of principal or interest on any outstanding debt
obligations;
(d) there has not been any change in the capital stock or, other than
in the ordinary course of business, indebtedness material to ALS;
and
(e) there has not been any event, change or development resulting in
or which may reasonably be expected to result in a Material
Adverse Event.
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2.11 FINANCIAL STATEMENTS. The audited consolidated financial statements
and unaudited consolidated interim financial statements of ALS dated
December 31, 2003 andJune 30, 2004, respectively, fairly present in
all material respects in conformity with generally accepted accounting
principles applied on a consistent basis (except as may be indicated
in the notes thereto), the consolidated financial position of ALS as
of the dates thereof and ALS 's consolidated results of operations and
cash flows for the periods then ended. Except as reflected or reserved
against in the consolidated balance sheet of ALS, ALS has no
liabilities of any nature (whether accrued, absolute, contingent or
otherwise), except for liabilities incurred in the ordinary course of
business since December 31, 2003and liabilities which would not,
individually or in the aggregate, have a Material Adverse Effect.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF ▇▇▇▇▇▇. ▇▇▇▇▇▇ hereby
represents, warrants, and covenants to ALS that:
3.1 AUTHORIZATION. Abbott has full power and authority to execute and
deliver, and to consummate the transactions contemplated by this
Agreement. All corporate action on the part of Abbott necessary for
(i) the execution and delivery of, and the consummation of the
transactions contemplated by, this Agreement, and (ii) as of the
Closing, the performance of all obligations of Abbott under this
Agreement, has been taken. Assuming the due and proper execution and
delivery by ALS, this Agreement, upon execution and delivery by
Abbott, constitutes a legal, valid and binding obligation of Abbott,
enforceable in accordance with its terms, except as may be limited by
(i) applicable bankruptcy, insolvency, reorganization, or other laws
of general application relating to or affecting the enforcement of
creditors rights generally, and (ii) the effect of rules of law
governing the availability of equitable remedies.
3.2 ACQUISITION ENTIRELY FOR OWN ACCOUNT. This Agreement is made with
Abbott in reliance upon ▇▇▇▇▇▇'▇ representation to ALS, which by
▇▇▇▇▇▇'▇ execution of this Agreement Abbott hereby confirms, that the
shares to be received by Abbott will be acquired for investment for
▇▇▇▇▇▇'▇ own account, not as a nominee or agent, and not with a view
to the resale or distribution of any part thereof, and that Abbott has
no present intention of selling, granting any participation in, or
otherwise distributing the same.
3.3 GOVERNMENTAL CONSENTS. Other than compliance with the Securities Act,
the Securities Exchange Act, and such filings as may be required to be
made with the Securities and Exchange Commission, no consent,
approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any federal, state or local
governmental authority on the part of Abbott is required in connection
with the consummation of the transactions contemplated by this
Agreement.
3.4 NO CONSENT. No consent, approval, waiver or other action by any entity
under any material contract, agreement, indenture, lease, instrument,
or other document to which Abbott is a party or by which it is bound
is required or necessary for the execution, delivery and performance
of, or the consummation of the transactions contemplated by, this
Agreement by Abbott.
3.5 DISCLOSURE OF INFORMATION. Abbott believes it has received all the
information it considers necessary or appropriate for deciding whether
to acquire the Shares. Abbott further represents that it has had an
opportunity to ask questions and receive answers from ALS regarding
the terms and conditions of the offering of the Shares and the
business, properties, prospects, and financial condition of ALS. The
foregoing, however, does not limit or modify the representations and
warranties of ALS in SECTION 2 of this Agreement or the right of
Abbott to rely on those representations and warranties.
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3.6 INVESTMENT EXPERIENCE. Abbott is an investor in securities of
companies in the development stage and acknowledges that it has such
knowledge and experience in financial or business matters that it is
capable of evaluating the merits and risks of the investment in the
Shares and can bear the economic risk of its investment therein.
Abbott has not been organized for the purpose of acquiring the Shares.
3.7 RESTRICTED SECURITIES. Abbott understands that the Shares are
characterized as "restricted securities" under the federal securities
laws inasmuch as they are being acquired from ALS in a transaction not
involving a public offering and that under such laws and applicable
regulations such securities may be resold without registration under
the Securities Act, only in certain limited circumstances. In this
connection, Abbott represents that it is familiar with Securities and
Exchange Commission Rule 144, as presently in effect, and understands
the resale limitations imposed thereby and by the Securities Act.
3.8 LEGENDS. Each certificate or instrument representing Shares shall bear
legends in substantially the following forms:
(a) "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 ("THE ACT") OR ANY
OTHER APPLICABLE FEDERAL OR STATE SECURITIES LAWS, AND THUS MAY
NOT BE TRANSFERRED UNLESS REGISTERED UNDER THE ACT AND SUCH OTHER
LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVILABLE.
3.9 ACCREDITED INVESTOR. Abbott is an "accredited investor" within the
meaning of Securities and Exchange Commission Rule 501 of Regulation
D, as now in effect.
4.4. MISCELLANEOUS.
4.1 SURVIVAL OF WARRANTIES. The warranties, representations and covenants
of ALS and Abbott contained in or made pursuant to this Agreement
shall survive the execution and delivery of this Agreement and the
Closing and shall in no way be affected by any investigation of the
subject matter thereof made by or on behalf of Abbott or ALS.
4.2 ENTIRE AGREEMENT; CONTROLLING DOCUMENT. This Agreement and the Related
Agreements constitute the entire agreement of the parties with respect
to the subject matter hereof and supersede any and all prior
negotiations, correspondence and understandings between the parties
with respect to the subject matter hereof, whether oral or in writing.
4.3 ASSIGNMENT: SUCCESSORS AND ASSIGNS. No provision of this Agreement may
be assigned without the prior written consent of the other party
hereto. Except as otherwise provided herein, the terms and conditions
of this Agreement shall inure to the benefit of and be binding upon
the respective successors and assigns of the parties (including
transferees of the Shares). Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
4.4 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
4.5 DELAY AND WAIVER. No delay on the part of either party in exercising
any right under this Agreement
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shall operate as a waiver of such right. The waiver by either party of
any other term or condition of this Agreement shall not be construed
as a waiver of a subsequent breach or failure of the same term or
condition or a waiver of any other term or condition contained in this
Agreement.
4.6 ASSIGNMENT: SUCCESSORS AND ASSIGNS. No provision of this Agreement may
be assigned without the prior written consent of the other party
hereto. Except as otherwise provided herein, the terms and conditions
of this Agreement shall inure to the benefit of and be binding upon
the respective successors and assigns of the parties. Nothing in this
Agreement, express or implies, is intended to confer upon any party
other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations, or liabilities under or by
reason of this Agreement, except as expressly provided in this
Agreement.
4.7 GOVERNING LAW. This Agreement shall be governed by and construed under
the laws of the State of Illinois without regard to conflict of law
principles.
4.8 NOTICES, ETC. All notices and other communications required or
permitted hereunder shall be in writing and shall be sent by personal
delivery, facsimile, overnight courier or mailed by certified or
registered mail, postage prepaid, return receipt requested, to the
facsimile number or address as follows:
If to ALS: Advanced Life Sciences Holdings, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D., Chief Executive Officer
With copy to:
Winston & ▇▇▇▇▇▇ LLP
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
If to ▇▇▇▇▇▇: ▇▇▇▇▇▇ Laboratories
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇; Building AP30
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
With a copy to: ▇▇▇▇▇▇ Laboratories
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇; Building AP6D
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Senior Vice President, Secretary and General Counsel
or to such other facsimile number or address provided to the parties
to this Agreement in accordance with this SECTION 4.8. Such notices or
other communications shall be deemed delivered upon receipt, in the
case of overnight delivery, personal delivery or facsimile
transmission (as evidenced by the confirmation thereof), or 2 days
after deposit in the mails (as determined by reference to the
postmark).
4.9 TITLES AND SUBTITLES. The titles and subtitles used in this Agreement
are used for convenience only
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and are to be considered in construing or interpreting this Agreement.
4.10 EXPENSES. Irrespective of whether either of the closings is effected,
each party shall pay all costs and expenses that it incurs with
respect to the negotiation, execution, delivery and performance of
this Agreement.
4.11 ALTERNATIVE DISPUTE RESOLUTION. The parties shall attempt to resolve
amicably disputes arising between them regarding the validity,
construction, enforceability or performance of the terms of this
Agreement and any differences or disputes in the interpretation of the
rights, obligations, liabilities and/or remedies under this Agreement,
that have been identified in a written notice from one party to the
other, by good faith settlement discussions between an authorized
senior executive of Abbott and the Chief Executive Officer of ALS .
The parties agree that any dispute that arises in connection with the
Agreement, that cannot be resolved amicably by such representatives
within thirty (30) days after the receipt of such written notice,
shall be resolved by binding Alternative Dispute Resolution in the
manner described in EXHIBIT C to the License Agreement between Abbott
and ALS of even date herewith.
4.12 AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended and
the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively) only with the written consent of ALS and Abbott. Any
amendment or waiver effected in accordance with this paragraph shall
be binding upon each holder of any securities acquired under this
Agreement at the time outstanding (including securities into which
such securities are convertible), each future holder of all such
securities and ALS .
4.13 SEVERABILITY. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be
enforceable in accordance with its terms.
4.14 FURTHER ASSURANCES. ALS and Abbott shall do an perform or cause to be
performed all such further acts and things and shall execute and
deliver all such other agreements, certificates, instruments or
documents as the other party may reasonably request from time to time
in order to carry out the intent and purposes of this Agreement and
the consummation of the transactions contemplated by the Agreement.
Neither ALS nor Abbott shall voluntarily undertake any course of
action inconsistent with the satisfaction of the requirements
applicable to them as set forth in this Agreement, and each shall
promptly do all such acts and take all such measures as may be
appropriate to enable them to perform as early as practicable their
obligations under this Agreement.
4.15 NO THIRD PARTY RIGHTS. Nothing in this Agreement shall create or be
deemed to create any rights in any person or entity not a party to his
Agreement.
4.16 MUTUAL DRAFTING. This Agreement is the joint product of ALS and Abbott
and each provision of the Agreement has been subject to consultation,
negotiation and agreement of ALS and Abbott and their respective legal
counsel and advisers and any rule of construction that a document
shall be interpreted or construed against the drafting party shall not
apply.
4.17 FINDER'S FEE.
(a) Each party represents that it neither is nor will be obligated
for any finders' fee or commission in connection with this
transaction. Abbott agrees to indemnify and hold harmless ALS
from any
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liability for any commission or compensation in the nature of a
finders' fee (and the costs and expenses of defending against
such liability or asserted liability) for which such Abbott or
any of its officers, partners, employees or representatives is
responsible.
(b) ALS agrees to indemnify and hold harmless Abbott from any
liability for any commission or compensation in the nature of a
finders' fee (and the costs and expenses of defending against
such liability or asserted liability) for which ALS or any of its
officers, employees or representatives is responsible.
[SIGNATURE PAGE FOLLOWS]
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[SIGNATURE PAGE TO
STOCK PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
▇▇▇▇▇▇ LABORATORIES
ADVANCED LIFE SCIENCES
HOLDINGS, INC.
By: By:
------------------------------------ ----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. Leiden, M.D., Ph.D. Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D.
Its: President and Chief Operating Officer, Its: Chairman and Chief Executive
Pharmaceutical Products Group Officer
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EXHIBIT 1.3(b)
OPINION OF COUNSEL TO ALS
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EXHIBIT 2
SCHEDULE OF EXCEPTIONS
1. SECTION 2.2(b) - LOANS
Name Percentage Ownership Amount of Loan
---- -------------------- --------------
Leaders Bank n/a $ 3,000,000
2. SECTION 2.2(d) - SUBSIDIARIES AND AFFILIATES
Name Percentage Ownership
---- --------------------
Advanced Life Sciences, Inc 100%
3. SECTION 2.3(f) - OPTIONS, WARRANTS, CONVERSION PRIVILEGES OR OTHER
CONTRACTUAL RIGHTS
3,750 issued to Leaders Bank, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇▇▇
4. SECTION 2.8 - LITIGATION
5. SECTION 2.10 - CHANGES
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