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EXHIBIT 10.28
CIBA-GEIGY LIMITED
BASLE, SWITZERLAND
The Board of Directors of
Oncogene Science, Inc.
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April 19, 1995
Dear Sirs:
The undersigned, Ciba-Geigy Limited ("the Purchaser") hereby
subscribes for and purchases 909,091 shares ("the Shares") of Common Stock,
$.01 par value per share, of Oncogene Science, Inc., a Delaware corporation
("the Company"), for a total consideration of U.S. $5,000,000.50 in cash, such
consideration to be paid and the Shares to be issued to the Purchaser within 10
business days of the date hereof.
Certain of the capitalized terms used herein are defined in the
Collaborative Agreement between the Purchaser and the Company dated as of the
19th April, 1995.
The Purchaser hereby agrees, represents and warrants to the Company
that:
(1) The Purchaser is acquiring the Shares for its own account (and
not for the account of others) for investment and not with a view to the
distribution or resale thereof;
(2) By virtue of its position, the Purchaser has access to the
same kind of information which would be available in a registration statement
filed under the Securities Act of 1933;
(3) The Purchaser is a sophisticated investor;
(4) The Purchaser shall have the registration rights set forth in
the Registration Rights Agreement between the Purchaser and the Company dated
as of the 19th April, 1995. The Purchaser agrees that if any of the Shares are
sold prior to the 19th April, 1999 without the written consent of the Company,
the option set forth in Section 5.8 of the Collaborative Agreement to include
all other indications for the Compound in the Licensed Indications shall lapse.
If at the time of the sale of the Shares such option has already been
exercised, then such other indications shall thereupon be removed from the
Licensed Indications.
(5) The Purchaser understands that it may not sell or otherwise
dispose of such shares in the absence of either a registration statement under
the Securities Act of 1933 or an exemption from the registration provisions of
the Securities Act of 1933; and
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The Board of Directors of
Oncogene Science, Inc.
April 19, 1995
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(6) The certificates representing the Shares may contain a legend
to the effect of (5) above, and the Company may place stop-transfer orders with
the transfer agent of the Company's securities with respect to the Shares in
the event of any sale or disposal, or purported sale or disposal, of the Shares
contrary to (5) above.
This Stock Subscription and Purchase Agreement shall be binding upon
the successors and assigns of the undersigned, and may not be amended or
modified except by any agreement in writing signed by the parties hereto. This
Stock Subscription and Purchase Agreement shall be governed by the laws of the
State of New York, without regard to principles of conflicts of laws.
Yours faithfully,
CIBA-GEIGY Limited
/s/ ▇. ▇▇▇▇▇▇▇ /s/ R.E. ▇▇▇▇▇▇
Head of Business Development Division Counsel
Accepted:
ONCOGENE SCIENCE, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
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