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Exhibit 10.55
___________________________________
Cancer Therapy & Research Center Endowment
0000 Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000
Attention: Xx. Xxxxx X. Xxxxxx, Xx., Chairman
Re: Pledge Agreement
Gentlemen:
I am a non-employee director of Ilex Oncology, Inc. ("Ilex"). The Board
of Directors of Ilex has recently adopted a stock option plan for non-employee
directors (the "Plan") under which I will receive options to purchase
designated shares of the common stock of Ilex (the "Stock") at the option price
and upon the terms stated in the Plan.
This letter will evidence my unconditional and irrevocable pledge to
Cancer Therapy & Research Center Endowment ("Endowment"), as a charitable
contribution, of my net after-tax profit from the sale of any of the Stock
purchased through exercise of options granted under the Plan. Net after-tax
profit means the gross sale price of the Stock less the amount of the option
price paid, transaction costs and all federal and state taxes incurred by me as
a result of exercising the option and selling the Stock.
Endowment agrees to use these contributions for support of Cancer
Therapy & Research Foundation of South Texas and its subsidiary organizations
(the "CTRC Organizations"), although I reserve the right, from time to time, to
designate specific purposes for which contributions made pursuant to this
pledge are used by the CTRC Organizations.
This pledge shall apply to all Stock purchased by me under the Plan. It
shall be effective regardless of whether I am a member of a governing body of
any CTRC Organization at the time I acquire or sell stock pursuant to the Plan.
At my discretion, I may satisfy this pledge as to any Stock purchased by making
an in-kind gift of the stock to Endowment. Further, this pledge may be
satisfied by a transfer of the Stock or the net after tax profit to a
charitable remainder unitrust or other similar estate planning vehicle with
Endowment as the sole remainder beneficiary or sole income beneficiary.
I intend to change my testamentary disposition of my property so that
the terms of this pledge will be carried out by my estate representative at my
death.
Very truly yours,
