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Exhibit 4.11(a)
STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 30th day of September, 1991 between
DEPRENYL USA, INC., a corporation incorporated under the laws of the State of
New Jersey (hereinafter referred to as the "Company") and ▇▇▇▇▇▇ ▇. ▇▇▇▇, MD, an
individual residing at (hereinafter referred to as the "Participant").
WITNESSETH:
WHEREAS, the Board of Directors of the Company has determined that in
consideration for services rendered on the Company's behalf and in order to
provide an inducement to the Participant to acquire a proprietary interest in
the Company, it is in the Company's best interest to grant an option to him to
purchase shares of the Company's common stock ("Shares") on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
expressed herein, it is agreed by and between the parties as follows:
1.1 DEFINITIONS
In this Agreement:
"Board of Directors" means the board of directors of the Company;
"Exercise Price" means CDN. $6.79;
"Expiration Date" means 5:00 p.m. (Eastern Standard Time) on the later
of the dates provided in Section 2.2;
"Optioned Shares" means that number of Shares which are subject to the
option granted by the Company to the Participant pursuant to this
Agreement;
"Services" means consulting or other services provided by the
Participant to the Company, as requested from time to time by the Board
of Directors, at its sole discretion; and
"Shares" means shares of common stock, without par value, of the
Company.
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2.1 GRANT OF OPTION
The Company hereby grants to the Participant an option to purchase, in
accordance with the vesting rights outlined in Sections 2.6 and 2.7
hereof, up to 20,000 Shares for an amount per Share equal to the
Exercise Price, upon the terms and subject to the conditions herein
contained.
2.2 Subject to Sections 2.6, 2.7 and 3.1 hereof, the Participant shall have
the right, at any time prior to 5:00 p.m. (Eastern Standard Time) on
the fifth anniversary date hereof, being September 30, 1996 (provided
that if such day is not a day on which the Company is open for business
then on the first following day on which the Company is open for
business) to exercise this option for any number of the Optioned Shares
up to the maximum number of Shares specified in Section 2.1 above.
2.3 The option may be exercised by the Participant or by his executors or
personal representatives in the circumstances described in Section 4.1
by providing to the Company notice in writing in the form of Schedule A
hereto setting out the number of Optioned Shares with respect to which
the option is being exercised. The notice must be accompanied by a
certified check, official bank cashier's check or money order in an
amount equal to the Exercise Price multiplied by the number of Shares
requested and a duly executed copy of this Agreement.
2.4 The Company shall cause its registrar and transfer agent to deliver to
the Participant as soon as practicable after receipt of such notice and
payment a certificate or certificates registered in the name of the
Participant or as the Participant may direct for the number of Shares
with respect to which the option is duly exercised.
2.5 Nothing contained in this Agreement or action taken pursuant hereto
shall obligate the Participant to purchase and/or pay for, or the
Company to issue, any Shares except those Optioned Shares with respect
to which the Participant shall have duly exercised the option to
purchase in accordance with this Agreement.
2.6 Subject to Section 2.7 hereof, the option granted hereunder shall vest
in the following manner:
(a) one-quarter of the option on the first anniversary of the day
immediately preceding the date hereof, being September 29,
1992;
(b) one-quarter of the option on the second anniversary of the day
immediately preceding the date hereof, being September 29,
1993;
(c) one-quarter of the option on the third anniversary of the day
immediately preceding the date hereof, being September 29,
1994; and
(d) one-quarter of the option on the fourth anniversary of the day
immediately preceding the date hereof, being September 29,
1995;
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and, except as provided by Section 6.1, the Participant shall only be
entitled to exercise this option in the amounts set out above and from
and after the dates so specified.
2.7 Notwithstanding anything contained in Section 2.6 hereof, the option
shall continue to vest only so long as the Participant continues to
provide Services to the Company. Should the Participant cease to
provide such Services ("Termination"), no further vesting of the option
shall occur unless the Board of Directors determines otherwise and the
provisions of Section 3.1 shall apply with respect to the exercise of
the option to the extent that it has vested and has not yet been
exercised.
3.1 EXPIRATION ON TERMINATION
Subject to Section 4.1 hereof, upon Termination, such part of the
option as is then vested but unexercised may be exercised by the
Participant for a period of ninety (90) days after Termination or such
later date as the Board of Directors may approve after which time this
option shall expire; provided, however, that in no event may this
option be exercised after the Expiration Date.
4.1 DEATH OR PERMANENT DISABILITY
In the event that on or prior to the Expiration Date, the Participant
dies or becomes totally and permanently disabled while providing
Services to the Company, this option, to the extent then vested but
unexercised, may be exercised by the Participant for a period up to six
(6) months after the death or disability of the Participant; provided,
however, that in no event may this option be exercised after the
Expiration Date. Disability shall be defined as in Section 22(e)(3) of
the Internal Revenue Code of 1986, as amended. For the purposes of this
provision only, reference to the Participant in this Agreement shall be
construed as including the executors or personal representatives of a
deceased Participant. In the event that this option is not exercised
within the period of six (6) months set out above, this option shall
expire.
5.1 SUBDIVISION, CONSOLIDATION OR REORGANIZATION
(a) In the event of any subdivision, redivision or change of the
Shares of the Company into a greater number of Shares at any time after
the date of this Agreement and prior to the Expiration Date of this
option, the Company shall deliver at the time of exercise of this
option, but for the same aggregate consideration payable therefor, such
additional number of Shares as the Participant would have been entitled
to receive as a result of such subdivision, redivision or change if on
the record date thereof the Participant had been the registered holder
of the number of such Shares with respect to which the option is later
exercised.
(b) In the event of any consolidation or change of the Shares of
the Company into a lesser number of Shares at any time after the date
of this Agreement and prior to the expiration of this option, the
Company shall deliver at the time of exercise of this option, but for
the same aggregate consideration payable therefor, such reduced number
of Shares, as the Participant would have been entitled to receive upon
such consolidation or change if on
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the record date thereof the Participant had been the registered holder
of the number of such Shares with respect to which the option is later
exercised.
(c) If at any time after the date of this Agreement and prior to
the expiration of this option, the Shares shall be reclassified or
reorganized, otherwise than as specified in Sections 5.1(a) and (b),
the Participant shall be entitled to receive upon the exercise of this
option and shall accept in lieu of the number of Shares then subscribed
for, but for the same aggregate consideration payable therefor, the
same aggregate number of shares of the appropriate class of shares that
the Participant would have been entitled to receive as a result of such
reclassification or other reorganization of Shares if on the record
date thereof the Participant had been the registered holder of the
number of such Shares with respect to which the option is later
exercised.
6.1 TAKE-OVER BID
If an offeror makes an offer to purchase 50% or more of the outstanding
Shares to substantially all holders of the Shares or, if an insider of
the Company makes an offer to purchase Shares to substantially all
holders of the Shares, and the Board of Directors recommends acceptance
of such offer to the shareholders of the Company and the offer price is
greater than the Exercise Price, then this option, whether or not it
has vested in whole or in part, shall become immediately exercisable.
The Participant shall be bound to exercise this option and to tender
the Optioned Shares issued upon exercise of this option into the offer
upon receipt of notice from the Company if the Company provides an
interest-free loan to the Participant in the amount of the Exercise
Price for all of the Optioned Shares issuable upon exercise of this
option, subject to the execution of a security agreement by the
Participant in favor of the Company securing repayment of the loan.
7.1 NO ASSIGNMENT
The Participant may not assign, transfer, pledge or hypothecate any of
his rights hereunder in any way (whether by operation of law or
otherwise) except by will or by the laws of succession on intestacy
which may apply to the estate of the Participant upon his death. The
option granted herein shall not be subject to execution, attachment or
similar process. Upon any attempt to assign, transfer, pledge,
hypothecate or otherwise dispose of this option contrary to the
provisions hereof, or upon the levy of any attachment or similar
process upon the option granted herein, such option shall immediately
become void.
8.1 GENERAL
(a) Time shall be of the essence of this Agreement.
(b) In this Agreement, words importing the singular number include
the plural and vice versa and words importing the masculine gender
include the feminine and neuter genders.
(c) All notices which may be or are required to be given by one
party to the other party pursuant to this Agreement shall be in writing
and shall be mailed by first class or certified mail, return receipt
requested, postage prepaid, or transmitted by hand delivery as follows:
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If to the Company: Deprenyl USA, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇
Attention: Dr. D. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
with a copy to: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Corporate
Secretary
Lane and ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇.▇.▇.
If to the Participant: at the address of the Participant from
time to time in the records of the
Company,
or such other address as to which either party may from time to time
notify the other as aforesaid.
9.1 RESTRICTIONS ON TRANSFER
The Participant understands and acknowledges that the option and Shares
underlying the option have not been registered and that they are
subject to certain restrictions on transfer under the Securities Act of
1933 of the United States, as amended, (the "1933 Act"); such
restrictions provide that the Shares may not be sold without
registration or exemption from registration under the 1933 Act; and,
for purposes of the Securities Act (Ontario) (the "Ontario Act"), the
first trade of the Shares issued pursuant to the exercise of the
option, other than a trade exempted by the Ontario Act, will be a
distribution unless the Company has been a reporting issuer for at
least twelve (12) months and the Company is not in default of any
requirement of the Ontario Act, disclosure has been made to the Ontario
Securities Commission of the exempt trade, no unusual effort is made to
prepare the market or create a demand for the Shares, and no
extraordinary commission or consideration is paid with respect to the
trade, provided that such first trade is not from the holdings of a
so-called "control block".
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IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto.
Attest: DEPRENYL USA, INC.
a New Jersey corporation
s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: s/D. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------- -----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer Dr. D. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
PARTICIPANT
s/▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, MD
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SCHEDULE A
SUBSCRIPTION FORM
To: The Secretary of Deprenyl USA, Inc.
Pursuant to the terms and subject to the conditions set forth in the
Stock Option Agreement (the "Agreement") dated , between Deprenyl USA, Inc.
and the undersigned, I hereby elect to purchase shares of Common Stock of
Deprenyl USA, Inc. I understand that such purchase is subject to all the terms
and conditions of the Agreement. I request that the certificates for such shares
of Common Stock shall be issued in the name of:
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(please print or type name and address)
and be delivered to:
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(please print or type name and address)
In full payment of the purchase price with respect to the Optioned
Shares exercised, the undersigned hereby tenders payment of $___________ by
certified check or official bank cashier's check or money order payable in
Canadian currency to the order of Deprenyl USA, Inc.
Dated: X
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(Signature)
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Name (Please Print)
-----------------------------------
(Address)
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Taxpayer Identification Number
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Exhibit 4.11(b)
NONQUALIFIED STOCK OPTION AGREEMENT
AGREEMENT made and entered into as of the 21ST day of OCTOBER, 1997, by
and between DUSA Pharmaceuticals, Inc., a corporation incorporated under the
laws of the State of New Jersey (the "Company"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇, who resides
at ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, the "(Grantee").
WHEREAS, the Company granted to PARTEQ RESEARCH AND DEVELOPMENT
INNOVATIONS, a corporation incorporated under the laws of Ontario, CANADA
("PARTEQ") on October 21, 1991 (the "Grant Date") stock options for 85,000
shares of the Company's common stock without par value ("Common Stock") in
connection with the agreement to amend a certain License Agreement dated August
27, 1991; and
WHEREAS, PARTEQ has determined to assign a certain number of said
options to the Grantee in consideration of services rendered by him to the
Company; and
WHEREAS, the Company has determined that its interests will be advanced
by acknowledging the assignment by PARTEQ of the options;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:
SECTION 1
GRANT
1.1 The Company hereby acknowledges the assignment to the Grantee
of the right and option (the "Option") to purchase, in
accordance with the vesting rights outlined in Sections 3.1
and 3.6 hereof, up to 6,800 shares of authorized but unissued
Common Stock of the Company on the terms and conditions herein
set forth in this Nonqualified Stock Option Agreement.
SECTION 2
PRICE
2.1 The purchase price of the shares of Common Stock subject to
this Option shall be the fair market value of the shares of
Common Stock on the Grant Date ($10.875 per share)(the
"Exercise Price").
SECTION 3
WHEN EXERCISABLE
3.1 The aggregate number of shares of Common Stock of the Company
optioned by this Agreement (the "Optioned Shares") shall vest
in the Grantee as follows:
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(a) 25% of the Option on the first anniversary of the day
of the grant, being October 21, 1998;
(b) 25% of the Option on the second anniversary of the
day of grant, being October 21, 1999;
(c) 25% of the Option on the third anniversary of the day
of the grant, being October 21, 2000;
(d) 25% of the Option on the fourth anniversary of the
day of the grant, being October 21,2001; and
and, except as provided by Sections 3.6 and 6.3 hereof, the Grantee
shall only be entitled to exercise this Option, in whole or in part, in
the amounts set out above and from and after the dates so specified.
3.2 Subject to Sections 3.1 and 3.6 hereof, the Grantee shall have
the right, at any time prior to 5:00 p.m. (Eastern Standard
Time) on the date prior to the tenth anniversary date of the
grant, being October 20, 2007, provided that if such day is
not a day on which the Company is open for business then on
the first following day on which the Company is open for
business, to exercise this Option for any number of the
Optioned Shares up to the maximum number of shares specified
in Section 1.1 above.
3.3 No less than one thousand (1,000) shares may be purchased upon
any one exercise of the Option granted hereby unless the
number of shares purchased at such time is the total number of
shares in respect of which the Option hereby granted is then
exercisable.
3.4 In no event shall any Option granted hereby be exercisable for
a fractional share.
3.5 From time to time, in its discretion, the Company's Stock
Option Committee (the "Committee") may offer the Grantee the
right to cancel any Option granted hereunder in exchange for
such consideration as the Committee shall determine.
3.6 Notwithstanding anything contained in Sections 1 and 3.1
hereof, the Option shall continue to vest in the Grantee only
so long as the Grantee shall continue to provide services to
the Company. Should the Grantee cease to provide services to
the Company, the Option shall not further vest or become
exercisable.
SECTION 4
HOW EXERCISABLE
4.1 Subject to such administrative regulations as the Committee
may from time to time adopt, the Grantee or beneficiary shall,
in order to exercise this Option give to the Company at its
principal office notice in writing in the form of Schedule A
hereto setting out the number of Optioned Shares with respect
to which the Option is being exercised. The notice must be
accompanied by payment of a certified check, official
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bank cashier's check or money order in an amount equal to the
Exercise Price multiplied by the number of shares requested
and a duly executed copy of this Agreement. At the discretion
of the Committee, the Grantee may pay all or a portion of the
purchase price by tender of Common Stock or a combination of
stock and cash or other means determined by the Committee.
4.2 Any notice under this Section shall include an undertaking to
furnish or execute such documents as the Committee in its
discretion shall deem necessary (i) to evidence such exercise,
in whole or in part, of the Option evidenced by this
Agreement, (ii) to determine whether registration is then
required under the Securities Act of 1933, or any other law,
as then in effect, and (iii) to comply with or satisfy the
requirements of the Securities Act of 1933, or any other law,
as then in effect.
4.3 The Grantee agrees that all shares purchased by him under the
Option will be acquired for investment, not distribution, and
that any notice of exercise of the Option must be accompanied
by a written representation to that effect, signed by the
Grantee.
SECTION 5
TERMINATION OF OPTION
5.1 The Option granted hereby shall terminate and be of no force
or effect upon the expiration of ten years from the date of
the Grant unless terminated prior to such time as provided
below.
5.2 Subject to Section 3.6, hereof if the Amended and Restated
License Agreement is terminated by PARTEQ, the Option may be
exercised, to the extent exercisable, for a period of three
months after the date of such termination or such later date
as the Company's Board of Directors may approve; and if such
Agreement is terminated by DUSA, the Option shall continue to
vest in the Grantee as provided in Section 3.1 above.
5.3 Any determination made by the Committee with respect to any
matter referred to in this Section 5 shall be final and
conclusive on all persons affected thereby.
SECTION 6
ADJUSTMENTS TO OPTION
6.1 Subject to any required action by the Committee and
shareholders, the number of shares provided for in the Option,
and the price per share thereof shall be proportionately
adjusted for any increase or decrease in the number of issued
shares of the Company resulting from the payment of a share
dividend, a share split or any transaction which is a
"corporate transaction" (as defined in the Treasury
regulations promulgated under Section 424 of the Code.
6.2 Subject to any required action by the Committee and
shareholders, if the Company shall be the surviving entity in
any merger or consolidation, or after a consolidation
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of the Company and one or more entities in which the resulting
entity is an independent entity, the Option shall pertain to
and apply to the securities of the surviving entity in an
amount that the board of directors of the surviving entity, at
its sole discretion, determines to be equivalent, as nearly as
practicable, to the nearest whole number and class of shares
that were subject to the Option. These shares of stock or
other securities shall, after such merger or consolidation, be
deemed to be shares for all purposes hereof. The aforesaid
adjustments, when applicable, shall be made by the Committee,
and the Committee's determination shall be final, binding and
conclusive.
6.3 In the event of a Change of Control (as defined below), any
and all outstanding Options not fully vested shall
automatically vest in full and shall be immediately
exercisable. The date on which such accelerated vesting and
immediate exercisability shall occur shall be the date of the
occurrence of the Change of Control.
A "Change of Control" shall be deemed to have taken place upon
(i) the acquisition by a third person, including a "group" as
defined in Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, of shares of the Company having 50% or more
of the total number of votes that may be cast for the election
of Directors of the Company; (ii) shareholder approval of a
transaction for the acquisition of the Company, or
substantially all of its assets by another entity or for a
merger, reorganization, consolidation or other business
combination to which the Company is a part; or (iii) the
election during any period of 24 months or less of 50% or more
of the Directors of the Company where such Directors were not
in office immediately prior to such period provided, however,
that no "Change of Control" shall be deemed to have taken
place if the Directors of the Company in office on the date of
adoption of the Plan, or their successors in office nominated
by such Directors, affirmatively approve a resolution to such
effect.
Except as provided with respect to a Grantee in his stock
option agreement or other controlling agreement between him
and the Company, to the extent that the acceleration,
exercisability or parachute payment attributable to the Option
following a Change of Control would result in "excess
parachute payments"(1) when the former are aggregated with
other payments or benefits to the Grantee, such parachute
payments or benefits provided to a Grantee under this
Agreement shall be reduced to the extent necessary so that no
portion thereof shall be subject to the excise tax imposed by
Section 4999 of the Code. This reduction will only be made if
it will cause the Grantee's net after-tax benefit to exceed
the net after-tax benefit that would have existed if such
reduction were not made. "Net after-tax benefit" shall be the
sum of (i) all payments and benefits which a Grantee receives
or is entitled to receive that would constitute a "parachute
payment" under Section 280G of the Code, less (ii) the amount
of federal income taxes payable with respect to the payments
and
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(1)"Excess parachute payments" are defined in Section 280G of the Code and
are determined by tax counsel of the Company.
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benefits described in (i) above, calculated at the maximum
marginal income tax rate(2) for the year in which such
payments and benefits shall be paid to the Grantee, less (iii)
the amount of excise taxes imposed with respect to the
payments and benefits described in (i) above by Section 4999
of the Code.
6.4 In the event of a change in the Company's shares which is
limited to a change of all of its authorized shares with par
value into the same number of shares with a different par
value or without par value, the shares resulting from any such
change shall be deemed to be shares within the meaning of this
Agreement.
6.5 Except as herein before expressly provided in Paragraphs 6.1,
6.2, 6.3 and 6.4 of this Section 6, the Grantee shall have no
rights by reason of any subdivision or consolidation of shares
of any class or payment of any share dividend or any other
increase or decrease in the number of shares of any class or
by reason of any dissolution, liquidation, merger,
consolidation or spin-off of assets or stock of another
corporation and any issuance by the Company of shares of any
class, or securities convertible into shares of any class,
shall not affect the Option, and no adjustment by reason
thereof shall be made with respect to the number or price of
the Company's shares subject to the Option. The grant of the
Option shall not affect in any way the right or power of the
Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve, liquidate, sell
or transfer all or any part of its business or assets.
SECTION 7
TRANSFER
7.1 This Option shall not be transferable by the Grantee in any
way. During the lifetime of the Grantee, the Option shall be
exercisable only by him. Any other attempted assignment,
transfer, pledge, hypothecation or other disposition of the
Option shall be void and have no effect unless in accordance
with the terms set forth herein.
SECTION 8
WITHHOLDING TAXES
8.1 The Company shall have the right to retain and withhold from
any payment, under the Option granted, any amount that is to
be withheld or otherwise deducted and paid with respect to
such payment. At its discretion, the Company may require the
Grantee, if it receives shares under a nonqualified stock
option grant, to reimburse the Company for any taxes that are
required to be withheld by the Company, and may withhold any
distribution in whole or in part until the Company is so
reimbursed. In lieu thereof, the Company shall have the right
to withhold from any other cash amounts due (or to become due)
to the Grantee an amount equal to such taxes required to be
withheld by the Company to reimburse the Company for any such
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(2)"This rate is based on the rate for the year set forth in the Code at
the time of the first payment to the participant.
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taxes, or the Company may retain and withhold a number of
shares of Common Stock having a market value not less than the
amount of such taxes and cancel (in whole or in part) any
shares of Common Stock so withheld in order to reimburse the
Company for any such taxes.
SECTION 9
IMPACT ON OTHER BENEFITS
9.1 The value of the Option (either on the date of grant of the
Option or at the time the shares are vested) shall not be
includable as compensation or earnings for purposes of any
other benefit plan offered by the Company.
SECTION 10
ADMINISTRATION
10.1 The Committee shall have full authority and discretion to
decide all matters relating to the administration and
interpretation of this Agreement. All such Committee
determinations shall be final, conclusive and binding upon the
Company, the Grantee and any and all interested parties.
SECTION 11
AMENDMENT(S)
11.1 This Agreement may not in any way be amended without the
Grantee's written consent.
SECTION 12
FORCE AND EFFECT
12.1 The various provisions of this Agreement are severable in
their entirety. Any determination of invalidity or
unenforceability of any one provision shall have no effect on
the continuing force and effect of the remaining provisions.
SECTION 13
NOTICE OF DISPOSITION OF SHARES
13.1 The Grantee agrees that if he should dispose of any shares of
Common Stock acquired on the exercise of the Option, including
a disposition by sale, exchange, gift or transfer of legal
title within twelve (12) months of the date such shares are
transferred to the Grantee, the Grantee will notify the
Company promptly of such disposition.
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SECTION 14
NOTICES
14.1 All notices which may be or are required to be given by one
party to the other party pursuant to this Agreement shall be
in writing and shall be mailed by first class or certified
mail, return receipt requested, postage prepaid, or
transmitted by hand delivery as follows:
If to the Company: DUSA Pharmaceuticals, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇
Attention: Dr. D. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
If to the Grantee: ▇▇▇▇▇▇ ▇. ▇▇▇▇
or such other address as to which either party may from time
to time notify the other as aforesaid.
SECTION 15
RESTRICTIONS ON TRANSFER
15.1 The Grantee understands and acknowledges that he is subject to
certain restrictions on transfer under the Securities Act of
1933 of the United States, as amended, (the "1933 Act") of the
shares issued pursuant to the exercise of the Option; such
restrictions provide that the shares may not be sold without
registration or exemption from registration under the 1933
Act.
SECTION 16
REPORTING REQUIREMENTS
16.1 The Grantee understands and acknowledges that he may be
subject to certain reporting requirements upon his receipt and
exercise of the Option, and in connection therewith, upon the
receipt and exercise of the Option, the Grantee agrees to
timely file with the Securities and Exchange Commission, the
National Association of Securities Dealers, Inc., and any
appropriate Canadian securities regulatory authorities, the
appropriate documentation regarding his ownership of the
Company's securities.
7
15
SECTION 17
GOVERNING LAW
17.1 This Agreement shall be construed and enforced in accordance
with and governed by the laws of the State of New Jersey.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto.
Attest: DUSA PHARMACEUTICALS, INC.,
a New Jersey corporation
s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: s/ D. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary Dr. D. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
GRANTEE
s/▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇
8
16
SCHEDULE A
SUBSCRIPTION FORM
To: The Secretary of DUSA Pharmaceuticals, Inc.
Pursuant to the terms and subject to the conditions set forth in the
Nonqualified Stock Option Agreement (the "Agreement") dated October 21, 1997,
between DUSA Pharmaceuticals, Inc. and the undersigned, and the Option granted
to the undersigned by such Agreement, I hereby elect to purchase ____ shares of
Common Stock of DUSA Pharmaceuticals, Inc. which were the subject of such
Option. I understand that such purchase is subject to all the terms and
conditions of the Agreement. I request that the certificates for such shares of
Common Stock shall be issued in the name of:
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(please print or type name and address)
and be delivered to:
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(please print or type name and address)
The undersigned hereby represents and warrants to, and agrees with the
Company as follows:
(a) The shares are being purchased for the undersigned's own
account, for investment purposes only, and not for the account of any other
person, and not with a view to distribution, assignment, or resale to others, or
to fractionalization in whole or in part and that the offering and sale of the
shares is intended to be exempt from registration under the Securities Act of
1933 (the "Act"). In furtherance thereof, the undersigned represents, warrants
and agrees as follows: (i) no other person has or will have a direct or indirect
beneficial interest in such shares and the undersigned will not sell,
hypothecate, or otherwise transfer his shares except in accordance with the Act
and applicable state securities laws or unless in the opinion of counsel for the
Company, an exemption from the registration requirements of the Act and such
laws is available; and (ii) the Company is under no obligation to register the
shares on behalf of the undersigned or to assist the undersigned in complying
with any exemption from registration.
17
(b) The undersigned has such knowledge and experience in financial
and business matters that the undersigned is capable of evaluating the merits
and risks of investment in the Company and of making an informed investment
decision.
In full payment of the purchase price with respect to the Option
exercised, the undersigned hereby tenders payment of $___________ by certified
check or official bank cashier's check or money order payable in Canadian or
United States currency to the order of DUSA Pharmaceuticals, Inc.
Dated: X
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(Signature)
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Name (Please Print)
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(Address)
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Taxpayer Identification Number