Exhibit 99.11
Quorum Sciences, Inc.
STOCK OPTION AGREEMENT
IT IS HEREBY AGREED AS FOLLOWS:
1. GRANT OF OPTION. Quorum Sciences, Inc. (the "Corporation") hereby grants
to Xxx Xxxxxxxx, Ph.D. ("Optionee") an option to purchase up to the number
of Option Shares specified. The Option Shares shall be purchasable during
the option term specified in Paragraph 2 at the Exercise Price.
2. OPTION TERM. This option shall have a term often years measured from the
Grant Date and shall accordingly expire at the close of business on the
Expiration Date, unless sooner terminated in accordance with this
agreement.
3. LIMITED TRANSFERABILITY. This option shall be neither transferable nor
assignable by Optionee other than by will or by the laws of descent and
distribution following Optionee's death and may be exercised, during
Optionee's lifetime, only by Optionee.
4. STOCKHOLDER RIGHTS. The holder of this option shall not have any
stockholder rights with respect to the Option Shares until such person
shall have exercised the option, paid the Exercise Price and become a
holder of record of the purchased shares.
5. DATES OF EXERCISE. The Grant Date of the option is March 1, 1999. This
option is exercisable for the Option Shares as specified below.
March 1, 1999 25,000 shares
6. MANNER OF EXERCISING OPTION.
(a) In order to exercise this option with respect to all or any part of
the Option Shares for which this option is at the time exercisable,
Optionee (or any other person or persons exercising the option) must
take the following actions:
(i) Execute and deliver to the Corporation a Notice of Exercise
for the Option Shares for which the option is exercised
(Exhibit 1 attached).
(ii) Pay the aggregate Exercise Price for the purchased shares by
cash or check made payable to the Corporation.
7. LOCK-UP PROVISION.
(a) In connection with any underwritten pubic offering by the Corporation
of its equity securities pursuant to an effective Registration Statement
filed under the 1933 Act, including the Corporation's initial public
offering, Optionee shall not sell, make any short sale of, loan,
hypothecate, pledge, grant any option for the purchase of, or otherwise
dispose or transfer for
Quorum Sciences, Inc.
value or otherwise agree to engage in any of the foregoing transactions
with respect to, any Option Shares without the prior written consent of
the Corporation or its underwriters. Such restriction (the "Market
Stand-Off") shall be in effect for such period of time from and after the
effective date of the final prospectus for the offerings may be requested
by the Corporation or such underwriters. In no event, however, shall such
period exceed one hundred eighty (180) days after the effective date of
the Corporation's initial public offering.
(b) Optionee shall be subject to the Market Stand-Off provided and only
if the officers and directors of the Corporation are also subject to
similar restrictions.
8. COMPLIANCE WITH LAWS AND REGULATIONS.
(a) The exercise of this option and the issuance of the Option Shares
upon such exercise shall be subject to compliance by the Corporation
and Optionee with all applicable requirements of law relating
thereto and with all applicable regulations of any stock exchange
(or the NASDAQ National Market if applicable) on which the Common
Stock may be listed for trading at the time of such exercise and
issuance.
(b) The inability of the Corporation to obtain approval from any
regulatory body having authority deemed by the Corporation to be
necessary to the lawful issuance and sale of any Common Stock
pursuant to this option shall relieve the Corporation of any
liability with respect to the non-issuance or sale of the Common
Stock as to which such approval shall not have been obtained. The
Corporation, however, shall use its best efforts to obtain all such
approvals.
9. NOTICES. Any notice required to be given or delivered to the Corporation
under the terms of this Agreement shall be in writing and addressed to the
Corporation at its principal corporate offices. Any notice required to be
given or delivered to Optionee shall be in writing and addressed to
Optionee at the address indicated below Optionee's signature line on the
Grant Notice. All notices shall be deemed effective upon personal delivery
or upon deposit in the U.S. mail, postage prepaid and properly addressed
to the party to be notified.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth below:
Date: March 4, 1999
On behalf of the Company: Optionee:
/s/ Xxxxxxx Xxxxxx /s/ Xxxxx X. Xxxxxxxx
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Signature Signature
Xxxxxxx Xxxxxx Xxxxx X. Xxxxxxxx
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Printed Name Printed Name
Chairman
----------------------------- -----------------------------
Title
Address
00000 Xxxxxxxx Xxxxxx Xxxxx
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Xxxxxx, XX 00000
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Quorum Sciences. Inc.
EXHIBIT 1
NOTICE OF EXERCISE
I hereby notify Quorum Sciences, Inc. (the "Corporation") that I elect to
purchase _________ shares of the Corporation's Common Stock (the "Purchased
Shares") at the Option Exercise Price of $0.50 per share (the "Exercised Price")
pursuant to that certain option (the "Option") granted to me under the Stock
Option Agreement dated _______________, 1999.
Concurrently with the delivery of this Exercise Notice to the Corporation.
I shall hereby pay to the Corporation the Exercise Price for the Purchased
Shares in accordance with the provisions of my agreement with the corporation
(or other documents) evidencing the Option and shall deliver whatever additional
documents may be required by such agreement as a condition for exercise.
Date:____________, 19__.
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OPTIONEE
ADDRESS:_____________________
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Print name in exact manner
It is to appear on the
Stock certificate: -----------------------------
Address to which certificate
is to be sent, if different from -----------------------------
address above:
-----------------------------
Social Security Number: _____________________________
Employee Number: _____________________________
