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EXHIBIT 10.31
September 28, 1995
Cross Atlantic Partners K/S ("CAP") Boston Capital Ventures III, Limited
c/o Hambro America Biosciences Partnership ("Boston Capital")
000 Xxxxxxx Xxxxxx 00 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000 Xxxxxx, XX 00000
Rovent II Limited Partnership
Advent Performance Materials Limited
Partnership
ADVENT ACT Limited Partnership
Advent International Investors II Limited
Partnership, (collectively "Advent")
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
RE: ILEX ONCOLOGY, INC.
Ladies and Gentlemen:
As you are well aware, CTRC Research Foundation ("CTRC") is the holder
of 4,873,100 shares of Series A Convertible Preferred Stock of Ilex Oncology,
Inc. (the "Company") and the individuals listed below (collectively, the
"Founders") are the holders in the aggregate of 2,080,000 shares of Common
Stock of the Company. In connection with and in partial consideration for the
investment by you or your affiliates in Series B Convertible Preferred Stock of
the Company, CTRC and each of the Founders severally agree as follows:
1. CTRC will direct its designees serving from time to time on
the Board of Directors of the Company (the "Board") to, and
each Founder serving from time to time on the Board shall, (i)
approve the appointment and continuation by the Board of a
three member Audit Committee, a three member Compensation
Committee and a three member Relationships Committee and (ii)
appoint to and maintain on the Audit Committee one Board
designee of the Series B Convertible Preferred Stock (a
"Series B Designee"), appoint to and maintain on the
Relationships Committee one Series B Designee (who initially
shall be Xxxxx Fisherman), and appoint to and maintain on the
Compensation Committee two Series B Designees (who shall
initially be Xxxx Xxxxxx and A. Xxxx Xxxxxx, Xx.,
respectively), provided however if any Series B Designee
proposed to be appointed to or maintained on a Committee has
committed malfeasance against the Company or is incapable to
serve as a Committee member, CTRC or the Founder, as the case
may be, shall inform you of that determination and shall not
be obligated to direct its designees serving on the Board to
support the appointment of such Series B Designee to such
Committee, but you shall have an opportunity to designate
another Series B Designee for such appointment.
2. CTRC will direct its designees serving from time to time on
the Board to, and each Founder serving from time to time on
the Board shall, (i) reduce the number of directors on the
Board to ten (10) persons on or before February 29, 1996, (ii)
reduce the number of directors on the Board to nine (9)
persons on or before June 30, 1996, and maintain thereafter a
nine (9) person Board (provided that CTRC shall not be under
any obligation to reduce the number of directors subject to
election by CTRC and the other holders of the Company's Series
A Preferred Stock below the number provided for in the
Certificate of Designation,
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Preferences and Rights for the Company's Series A Preferred
Stock), and (iii) cooperate with the Series B Designees to
select by September 15, 1996 a mutually acceptable senior
executive with experience in the Company's business to serve
as a director of the Company.
3. CTRC agrees with you that, without the prior written consent
of at least one of you, it will not consent to a termination
pursuant to the termination provisions of that certain
Preferred Stockholders' Sales Agreement executed and delivered
by you. CTRC and certain other persons in connection with
your purchase of Series B Convertible Preferred Stock.
4. CTRC and the Founders each severally agrees (i) to vote all
shares of Company capital stock owned by them and (ii) to use
its or his reasonable efforts to cause the Company to take all
such actions, as may be necessary from time to time,
including, without limitation, the calling of meetings of
stockholders, to bring into effect and maintain in effect the
provisions of paragraphs 1 and 2 of this Agreement.
5. Each of the undersigned agrees severally that this agreement
shall bind its or his heirs, executors, administrators, legal
representatives, successors and assigns and shall inure to the
benefit of successors and assigns of CAP, Advent and Boston
Capital, and agrees not to sell or otherwise transfer or
convey ownership of or voting power over any of the shares of
Company capital stock during the term of this agreement unless
the transferee shall agree in writing to be bound by the
provisions of this agreement.
The agreements set forth in paragraphs 1, 2 and 4 above shall continue
in full force and effect until the terms of that certain Stockholders'
Agreement executed and delivered by you and certain other persons in connection
with your purchase of Series B Convertible Preferred Stock is terminated in
accordance with the terms thereof (as such terms exists as of the date hereof).
The agreement set forth in paragraph 3 above shall continue in full force and
effect until the Preferred Stockholders' Sales Agreement is terminated in
accordance with the terms thereof (other than pursuant to a termination in
violation of paragraph 3 above).
Very truly yours,
/s/ XXXXXXXX X. XXXXX
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Xxxxxxxx X. Xxxxx of
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CTRC Research Foundation
/s/ XXXXXX X. XXX XXXX
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Xxxxxx X. Xxx Xxxx
/s/ XXXXXXX X. LOVE
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Xxxxxxx X. Love
/s/ XXXXXXXXX X. XXXX, PH.D.
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Xxxxxxxxx X. Xxxx, Ph.D.
/s/ XXXXXXX X. XXXXXXX, M.D.
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Xxxxxxx X. Xxxxxxx, M.D.
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Except as otherwise prohibited by law, the Company agrees that it
shall not permit any transfer of shares of its capital stock in violation of
this Agreement. The Company agrees to use reasonable efforts to take all
actions to bring into effect and maintain in effect the provisions of
paragraphs 1 and 2 of this Agreement.
ILEX ONCOLOGY, INC.
/s/ XXXXXXX X. LOVE
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Xxxxxxx X. Love
President
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