EXHIBIT 10.79
AGREEMENT
FOR THE PURCHASE OF COMMON STOCK OF
SUGEN, INC.
BY
LABORATORIOS P.E.N., S.A.
TABLE OF CONTENTS
Page
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1. PURCHASE AND SALE OF COMMON STOCK........................................................................2
1.1 Issue of Common Stock...........................................................................2
2. CLOSING DATE; DELIVERY...................................................................................2
2.1 Closing.........................................................................................2
2.2 Payment and Delivery............................................................................2
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.................................................3
3.1 Organization....................................................................................3
3.2 Authority.......................................................................................3
3.3 Issuance of the Shares..........................................................................3
3.4 Registration Rights Covenant....................................................................3
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER...................................................6
4.1 Legal Power.....................................................................................6
4.2 Due Execution...................................................................................6
4.3 Investment Representations and Covenants........................................................6
4.4 Standstill Covenant.............................................................................8
4.5 Lockup Covenant.................................................................................8
5. CONDITIONS TO CLOSING....................................................................................8
5.1 Conditions to Obligations of Purchaser..........................................................8
5.2 Conditions to Obligations of the Company........................................................9
6. MISCELLANEOUS............................................................................................9
6.1 Governing Law...................................................................................9
6.2 Successors and Assigns..........................................................................9
6.3 Entire Agreement................................................................................9
6.4 Separability...................................................................................10
6.5 Amendment and Waiver...........................................................................10
6.6 Notices........................................................................................10
6.7 Fees and Expenses..............................................................................10
6.8 Titles and Subtitles...........................................................................10
6.9 Counterparts...................................................................................10
6.10 Consent to Jurisdiction and Venue..............................................................10
COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT (the "Agreement") is made as of
February 16, 1999 (the "Effective Date"), by and between SUGEN, INC., a Delaware
corporation (the "Company"), and LABORATORIOS P.E.N., S.A., a Spanish company
("Purchaser"). In consideration of the mutual promises, representations,
warranties and conditions set forth in this Agreement, the Company and Purchaser
agree as follows:
1. PURCHASE AND SALE OF COMMON STOCK.
1.1 Issue of Common Stock.
(a) The Company has authorized the issuance and sale of up to the
aggregate number of shares of its common stock, $.01 par value (the "Common
Stock"), as set forth in Section 2.1 hereof (the "Shares").
(b) In reliance upon Purchaser's representations and warranties
contained in Section 4 hereof and subject to the terms and conditions set forth
herein, the Company agrees to sell to Purchaser the Shares, to be issued and
sold at a price per share equal to two hundred percent (200%) of the Fair Market
Value thereof. For purposes of this Agreement, Fair Market Value shall equal the
closing sales price of a share of Common Stock as reported for the Nasdaq
National Market on the last trading day preceding the Effective Date.
(c) In reliance upon the representations and warranties of the Company
contained in Section 3 hereof and subject to the terms and conditions set forth
herein, Purchaser hereby agrees to purchase the Shares at the per share purchase
price set forth above.
2. CLOSING DATE; DELIVERY.
2.1 Closing. The closing of the sale and purchase of the Shares under this
Agreement (the "Closing"), having a value of approximately $1,000,000 based on a
price per share equal to two hundred percent (200%) of the Fair Market Value
thereof, shall be held on or about 10:00 a.m. (Pacific Standard Time) on or
about February 16, 1999 (the "Closing Date"), at the offices of Cooley Godward
LLP, Five Palo Alto Square, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or
at such other time and place as the Company and Purchaser may agree. At the
Closing, the Company will issue and sell, and Purchaser will purchase, the
Shares for an aggregate purchase price of approximately $1,000,000.
2.2 Payment and Delivery. At the Closing, subject to the terms and
conditions hereof, the Company will deliver to Purchaser a stock certificate,
registered in the name of Purchaser, representing the Shares to be purchased by
Purchaser from the Company, dated as of the Closing, against payment of the
purchase price therefor by wire transfer, unless other means of payment shall
have been agreed upon by Purchaser and the Company.
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3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.
The Company hereby represents and warrants to Purchaser as of the
Closing Date as follows:
3.1 Organization. The Company is a corporation, duly incorporated, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation.
3.2 Authority. The Company has all requisite power and authority to enter
into this Agreement, and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of the Company, and upon execution and delivery by
the Company, this Agreement will constitute a valid and binding obligation of
the Company, enforceable against the Company in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium and
similar laws relating to or affecting creditor's rights from time to time in
effect, and subject to general equity principles.
3.3 Issuance of the Shares. The Shares, when issued pursuant to the terms
of this Agreement, will be duly and validly authorized and issued, fully paid
and nonassessable.
3.4 Registration Rights Covenant.
(a) In the event that the term of the Letter Agreement, dated as of
January 18, 1999 and signed by Purchaser on January 26, 1999, by and between
Purchaser and SUGEN Europe AG (the "Letter Agreement"), terminates or expires
and is not extended, and a definitive Distribution Agreement is not entered into
by the parties pursuant to the terms of, and as contemplated by, the Letter
Agreement, at any time during the 90-day period immediately following the
termination or expiration of the Letter Agreement, Purchaser shall have the
right to cause the Company to file a registration statement under the Securities
Act of 1933, as amended (the "Securities Act") for a public offering of all, but
not part, of the Shares beneficially owned by Purchaser by delivering written
notice thereof to the Company specifying that all of the Shares are to be
included in such registration and the intended method of distribution thereof
(the "Registration Request"). Upon receipt of the Registration Request, the
Company shall, as expeditiously as possible, use its best efforts to promptly
effect the registration under the Securities Act, and all applicable state
securities laws, to the extent necessary to permit the sale or other disposition
by Purchaser of the Shares to be so registered in accordance with such notice.
(b) The demand registration rights granted in Section 3.4(a) are
subject to the following limitations: (i) the Company shall not be obligated to
effect more than one registration pursuant to Section 3.4(a), (ii) the Company
shall not be obligated to effect such registration for a period of 60 days
following the closing of an underwritten public offering of the Company's equity
securities that is in registration at the time of the receipt of the
Registration Request (provided that the period within which Purchaser may demand
registration hereunder will be extended by the number of days by which the
registration requested by Purchaser is delayed pursuant to this sentence); and
(iii) if the Company shall furnish to Purchaser a certificate signed
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by the Chairman of the Board of Directors of the Company stating that in the
good faith judgment of the Board of Directors of the Company, it would be
seriously detrimental to the Company and its stockholders for such registration
to be effected at such time, then the Company shall have the right to defer the
filing of the registration for a period of not more than 180 days after receipt
of the Registration Request (provided that the period within which Purchaser may
demand registration hereunder will be extended by the number of days by which
the registration requested by Purchaser is delayed pursuant to this sentence).
(c) If and when the Company is required by the provisions of Section
3.4(a) to include the Shares in a registration under the Securities Act,
Purchaser will furnish in writing such information as is reasonably requested by
the Company for inclusion in the registration statement relating to such
offering and such other information and documentation as the Company shall
reasonably request, and the Company will, as expeditiously as possible:
(i) Prepare and file with the Securities and Exchange Commission
("SEC") a registration statement with respect to such securities and use its
best efforts to cause such registration to become and remain effective for such
period as may be necessary to permit the successful marketing of such securities
but not exceeding 120 days (excluding any period during which a stop order is in
effect).
(ii) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to comply with the provisions of the Securities
Act and to keep such registration statement effective for that period of time
specified in paragraph (i) of this section.
(iii) Furnish to Purchaser such number of prospectuses and
preliminary prospectuses in conformity with the requirements of the Securities
Act, and such other documents as such Purchaser may reasonably request in order
to facilitate the public sale or other disposition of the Shares registered
hereunder.
(iv) Use its best efforts to register or qualify the Shares
covered by such registration statement under such other securities or blue sky
laws of such jurisdictions as Purchaser shall reasonably request and do any and
all other acts and things which may be necessary or desirable to enable
Purchaser to consummate the public sale or other disposition in such
jurisdictions of the Shares covered by such registration statement, provided
that the Company shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of
process in any such states or jurisdictions.
(d) In the event of a registration of any of the Shares under the
Securities Act pursuant to Section 3.4(a) in connection with an underwritten
public offering, the Company will enter into and perform its obligations under
an underwriting agreement, in usual and customary form, with the managing
underwriters of such offering, including without limitation providing usual and
customary indemnification. In the event Purchaser proposes to sell Shares in
accordance with this Section pursuant to an underwritten offering, the Company
shall have the right to approve the managing underwriters for such offering;
provided, however, that such approval shall not be unreasonably withheld.
Purchaser will also provide usual and customary indemnification to the Company
and its affiliates with respect to claims, losses and damages
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arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any registration statement, prospectus or other
document, or any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading; provided, however, that in no event shall any indemnity under this
Section 3.4(d) exceed the gross proceeds from the offering received by
Purchaser.
(e) At any time during the period set forth in Section 3.4(a), if the
Company shall determine to register any of its securities either for its own
account or the account of a security holder or holders exercising their
respective demand registration rights (other than pursuant to Section 3.4(a)
hereof), other than a registration relating solely to employee benefit plans, or
a registration relating solely to a Rule 145 transaction, or a registration on
any registration form that does not permit secondary sales, then the Company
will:
(i) promptly give to Purchaser a written notice thereof; and
(ii) use its best efforts to include in such registration (and
any related qualification under blue sky laws or other compliance), except as
set forth in Section 3.4(f) below, and in any underwriting involved therein, all
the Shares specified in a written request or requests made by Purchaser and
received by the Company within twenty (20) days after the written notice from
the Company described in clause (i) above is mailed or delivered by the Company.
Such written request may specify all or a part of the Shares.
(f) If the registration of which the Company gives notice to Purchaser
is for a registered public offering involving an underwriting, the Company shall
so advise Purchaser as a part of the written notice given pursuant to Section
3.4(e)(i). In such event, the right of Purchaser to registration pursuant to
Section 3.4(e) shall be conditioned upon Purchaser's participation in such
underwriting and the inclusion of Purchaser's Shares in the underwriting to the
extent provided herein. Purchaser shall (together with the Company and the other
holders of securities of the Company with registration rights to participate
therein distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the representative of the
underwriter or underwriters selected by the Company.
Notwithstanding any other provision of Sections 3.4(e) or (f), if the
representative of the underwriters advises the Company in writing that marketing
factors require a limitation on the number of shares to be underwritten, the
representative may (subject to the limitations set forth below) exclude all
Shares from, or limit the number of Shares to be included in, the registration
and underwriting. The Company shall so advise Purchaser and other holders of
securities requesting registration, and the number of shares that are entitled
to be included in the registration and underwriting shall be allocated first to
the Company for securities being sold for its own account and thereafter the
number of shares that are entitled to be included in the registration shall be
allocated among Purchaser and other holders requesting inclusion of shares on a
pro rata basis, subject to any prior agreements among the Company and its other
stockholders, but only to the extent that such other agreements provide for
additional limitations on the number of shares such other stockholders or the
Company will be entitled to include in the registration, which agreements are in
effect as of the Effective Date. If Purchaser or any other person does not agree
to the terms of any such underwriting, Purchaser and any other such
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person shall be excluded therefrom by written notice from the Company or the
underwriter. Any Shares or other securities excluded or withdrawn from such
underwriting shall also be withdrawn from such registration.
(g) As used herein, "Registration Expenses" shall mean all expenses
incurred by the Company in complying with this Section 3.4, including, without
limitation, all registration, qualification and filing fees; printing expenses;
fees and disbursements of counsel for the Company (and the fees and
disbursements of counsel for the Company in its capacity as counsel to the
Purchaser hereunder; if Company counsel does not make itself available for this
purpose, the Company will pay the reasonable fees and disbursements of one
counsel for the Purchaser as selected by Purchaser) and of the Company's
independent accounting firm; blue sky fees and expenses; underwriting discounts
and commissions and the expense of any special audits incident to or required by
any such registration (but excluding the compensation of regular employees of
the Company which shall be paid in any event by the Company). Purchaser will pay
all Registration Expenses in connection with a registration pursuant to Section
3.4(a) hereof; provided, however, that in the event of a registration of the
Shares pursuant to Section 3.4(a) either as a result of termination of the
Letter Agreement by SUGEN Europe AG, or if Purchaser withdraws its demand for
registration after having learned of a material adverse change in the condition,
business, or prospects of the Company from that known to Purchaser at the time
of its demand (in which case Purchaser shall retain its rights pursuant to
Section 3.4(a)), all Registration Expenses shall be borne by the Company. All
Registration Expenses in connection with any registration pursuant to Section
3.4(e) hereof shall be borne by the Company; provided, however, that any
incremental expenses incurred by the Company solely by reason of Purchaser's
exercise of registration rights pursuant to Section 3.4(e) shall be borne by the
Purchaser.
(h) The rights conferred upon Purchaser under this Section 3.4 may be
assigned by Purchaser to any permitted transferee of the Shares, provided that
each such transfer complies with Section 4.5 and provided, further, that only
Purchaser shall be authorized to give notice to the Company of any request for
registration under this Section 3.4(a) and only Purchaser shall be entitled to
receive notice pursuant to Section 3.4 (a) hereof.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER.
Purchaser hereby represents, warrants and covenants with the Company as
follows:
4.1 Legal Power. Purchaser has the requisite corporate power and is
authorized to enter into this Agreement, to purchase the Shares hereunder and to
carry out and perform its obligations under the terms of this Agreement.
4.2 Due Execution. This Agreement has been duly authorized executed and
delivered by Purchaser, and upon due execution and delivery by the Company, this
Agreement will be a valid and binding agreement of Purchaser.
4.3 Investment Representations and Covenants. Purchaser is acquiring the
Shares for its own account, not as nominee or agent, for investment and not with
a view to or for resale in connection with, any distribution or public offering
thereof within the meaning of the
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Securities Act. Purchaser understands that the Shares have not been registered
under the Securities Act, but are instead being offered and sold to Purchaser
pursuant to an exemption from registration contained in the Securities Act based
in part upon the following representations and warranties:
(a) Purchaser is capable of evaluating the merits and risks of its
investment in the Company and has the capacity to protect its own interests.
Purchaser must bear the economic risk of this investment unless the Shares are
registered pursuant to the Securities Act, or an exemption from registration is
available. Purchaser understands that the Company has no present intention of
registering the Shares. Purchaser also understands that there is no assurance
that any exemption from registration under the Securities Act will be available
and that, even if available, such exemption may not allow such Purchaser to
transfer all or any portion of the Shares under the circumstances, in the
amounts or at the times Purchaser might propose.
(b) Purchaser is acquiring the Shares for such Purchaser's own account for
investment only, and not with a view towards their distribution.
(c) Purchaser represents that by reason of its, or of its management's,
business or financial experience, Purchaser has the capacity to protect its own
interests in connection with the transactions contemplated in this Agreement.
(d) Purchaser has had an opportunity to discuss the Company's business,
management and financial affairs with directors, officers and management of the
Company and has had the opportunity to review the Company's operations and
facilities. Purchaser has also had the opportunity to ask questions of and
receive answers from, the Company and its management regarding the terms and
conditions of this investment.
(e) Purchaser acknowledges and agrees that the Shares must be held
indefinitely unless they are subsequently registered under the Securities Act or
an exemption from such registration is available. Purchaser has been advised or
is aware of the provisions of Rule 144 promulgated under the Securities Act,
which permits limited resale of shares purchased in a private placement subject
to the satisfaction of certain conditions, including, among other things: the
availability of certain current public information about the Company, the resale
occurring not less than two years after a party has purchased and paid for the
security to be sold, the sale being through an unsolicited "broker's
transaction" or in transactions directly with a market maker (as said term is
defined under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) and the number of shares being sold during any three-month period not
exceeding specified limitations. Each certificate representing Shares shall be
stamped or otherwise imprinted with a legend substantially similar to the
following:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND
UNTIL THEY ARE REGISTERED UNDER THE ACT OR UNLESS (A) THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS
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COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED OR (B) SUCH SALE IS MADE
PURSUANT TO RULE 144 UNDER THE ACT.
4.4 Standstill Covenant. Purchaser agrees that neither Purchaser nor any of
its affiliates will in any manner, directly or indirectly (i) effect, seek,
offer or propose to effect any acquisition of any securities or assets of the
Company, any tender or exchange offer, merger, business combination,
recapitalization or other extraordinary transaction involving the Company or any
solicitation of proxies or consents to vote any voting securities of the
Company, (ii) form, join or in any way participate in a "group" (as defined in
the Exchange Act) with respect to any voting securities of the Company, (iii)
solicit or participate in any solicitation of proxies relating to the election
of directors of the Company, or (iv) enter into any agreement with any other
person with respect to the foregoing, or assist any other person to do any of
the foregoing; provided that (A) Purchaser may purchase additional securities in
an amount sufficient to allow Purchaser to own up to 4.9% of the then
outstanding shares of Common Stock of the Company (excluding any shares issued
directly to Purchaser or its Affiliates by the Company); (B) the transfer of
Shares in accordance with Section 4.5 and the voting thereof by the transferee
shall not be deemed a prohibited group formation or proxy solicitation; (C) this
sentence shall not prohibit the acquisition or disposition of shares for
investment purposes only in the open market in the ordinary course by any
pension fund or trust for the benefit of employees of Purchaser or its
affiliates; and (D) in the event that the term of the Letter Agreement
terminates or expires and is not extended, and a definitive Distribution
Agreement is not entered into by the parties pursuant to the terms of, and as
contemplated by, the Letter Agreement, the restrictions set forth in this
Section 4.4 shall terminate and have no force or effect following the
termination or expiration of the Letter Agreement.
4.5 Lockup Covenant. Purchaser agrees that for three years from the date
hereof, Purchaser will not, without the prior written approval of the Company,
offer, sell or otherwise dispose of, directly or indirectly, any capital stock
of the Company which Purchaser may own directly, indirectly or beneficially;
provided that (i) Purchaser may transfer some or all of the Shares to a
corporation, partnership or other legal entity of which Purchaser has actual
control or is controlled by or under common control with Purchaser, but only if
such transferee agrees in writing to hold such Shares subject to all of the
provisions of this Agreement and to transfer such Shares to Purchaser if such
transferee ceases to be controlled by Purchaser (all such Shares so transferred
shall be deemed to be shares held by Purchaser for all purposes hereunder), (ii)
the restrictions contained in this sentence shall terminate automatically upon
the acquisition by any person or group (as defined in the Exchange Act), other
than Purchaser and its affiliates, of more than 21% of the outstanding voting
securities of the Company, (iii) this sentence shall not prohibit the
acquisition or disposition of shares for investment purposes only in the open
market in the ordinary course by any pension fund or trust for the benefit of
employees of Purchaser or its affiliates, and (iv) in the event that the term of
the Letter Agreement terminates or expires and is not extended, and a definitive
Distribution Agreement is not entered into by the parties pursuant to the terms
of, and as contemplated by, the Letter Agreement, the restrictions set forth in
this Section 4.5 shall terminate and have no force or effect following the
termination or expiration of the Letter Agreement.
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5. CONDITIONS TO CLOSING.
5.1 Conditions to Obligations of Purchaser. Purchaser's obligation to
purchase the Shares at the Closing is subject to the fulfillment, at or prior to
the Closing, of all of the following conditions:
(a) Representations and Warranties True; Performance of Obligations.
The representations and warranties made by the Company in Section 3 hereof shall
be true and correct in all material respects on the Closing Date with the same
force and effect as if they had been made on and as of said date. The Company
shall have performed all obligations and conditions herein required to be
performed by it on or prior to the Closing Date.
(b) Proceedings and Documents. All corporate and other proceedings in
connection with the transactions contemplated at the Closing hereby and all
documents and instruments incident to such transactions shall be reasonably
satisfactory in substance and form to Purchaser.
5.2 Conditions to Obligations of the Company. The Company's obligation to
issue and sell the Shares at the Closing is subject to the fulfillment, to the
Company's satisfaction, on or prior to the Closing, of the following conditions:
(a) Representations and Warranties True. The representations and
warranties made by Purchaser in Section 4 hereof shall be true and correct at
the Closing Date with the same force and effect as if they had been made on and
as of the date of the Closing Date.
(b) Performance of Obligations. Purchaser shall have performed and
complied with all agreements and conditions herein required to be performed or
complied with by them on or before the Closing Date, and Purchaser shall have
delivered payment to the Company in respect of its purchase of Shares.
(c) Qualifications, Legal Investment. All authorizations, approvals,
or permits, if any, of any governmental authority or regulatory body of the
United States or of any state that are required in connection with the lawful
sale and issuance of the Shares at the Closing pursuant to this Agreement shall
have been duly obtained and shall be effective on and as of the Closing Date. No
stop order or other order enjoining the sale of the Shares shall have been
issued and no proceedings for such purpose shall be pending or, to the knowledge
of the Company, threatened by the SEC or any commissioner of corporations or
similar officer of any state having jurisdiction over this transaction. At the
time of the Closing, the sale and issuance of the Shares to be purchased and
sold at the Closing shall be legally permitted by all laws and regulations to
which Purchaser and the Company are subject.
6. MISCELLANEOUS.
6.1 Governing Law. This Agreement shall be governed by and construed under
the laws of the State of California as applied to agreements among California
residents, made and to be performed entirely within the State of California,
without regard to principles of conflict of laws.
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6.2 Successors and Assigns. Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors, and administrators of the parties hereto.
6.3 Entire Agreement. This Agreement and the Exhibits hereto, and the other
documents delivered pursuant hereto, constitute the full and entire
understanding and agreement among the parties with regard to the subjects hereof
and no party shall be liable or bound to any other party in any manner by any
representations, warranties, covenants, or agreements except as specifically set
forth herein or therein. Nothing in this Agreement, express or implied, is
intended to confer upon any party, other than the parties hereto and their
respective successors and assigns, any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
herein.
6.4 Separability. In case any provision of this Agreement shall be invalid,
illegal, or unenforceable, it shall to the extent practicable, be modified so as
to make it valid, legal and enforceable and to retain as nearly as practicable
the intent of the parties, and the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
6.5 Amendment and Waiver. Except as otherwise provided herein, 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, either
retroactively or prospectively, and either for a specified period of time or
indefinitely), with the written consent of the Company and Purchaser. Any
amendment or waiver effected in accordance with this section shall be binding
upon any holder of any security purchased under this Agreement (including
securities into which such securities have been converted), each future holder
of all such securities, and the Company.
6.6 Notices. All notices and other communications required or permitted
hereunder shall be in writing and shall be deemed effectively given upon
personal delivery, on the first business day following mailing by overnight
courier, or on the fifth day following mailing by registered or certified mail,
return receipt requested, postage prepaid, addressed to the Company and
Purchaser at the addresses included herein.
6.7 Fees and Expenses. The Company and Purchaser shall bear their own
expenses and legal fees with respect to this Agreement and the transactions
contemplated hereby.
6.8 Titles and Subtitles. The titles of the paragraphs and subparagraphs of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
6.9 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.
6.10 Consent to Jurisdiction and Venue. Any claim or controversy arising
out of or related to this Agreement or any breach hereof shall be submitted to a
court of applicable jurisdiction in the State of California and each party
hereby consents to the jurisdiction and venue of such court.
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IN WITNESS WHEREOF, the parties hereto have executed this Common Stock
Purchase Agreement as of the date set forth in the first paragraph hereof.
SUGEN, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Senior Vice President and Chief Financial
Officer
LABORATORIOS P.E.N., S.A.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: General Manager
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