STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is dated
and entered into as of July 10, 2000 (the "Effective Date"), by
and between CV THERAPEUTICS, INC., a Delaware corporation
("Company"), and FUJISAWA HEALTHCARE, INC., a Delaware
corporation ("Purchaser").
WHEREAS, Company and Purchaser are parties to a
Collaboration and License Agreement, of even date herewith (as
amended, modified or supplemented from time to time, the "License
Agreement"), pursuant to which the parties desire to establish a
collaboration and Purchaser desires to obtain an exclusive
license from Company; and
WHEREAS, as a condition to entering into the License
Agreement, Purchaser desires to acquire and Company is willing to
issue and sell to Purchaser shares of common stock, $.001 par
value, of Company (the "Common Stock"), subject to the terms and
conditions specified herein;
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the
parties, the parties agree as follows:
ARTICLE I
DEFINITIONS
1.01 Definitions. For purposes of this Agreement, in
addition to the terms defined elsewhere herein, the following
terms shall have the meanings set forth below:
"Affiliate" shall have the meaning given such term in Rule
12b-2 of the Exchange Act.
"Business Day" shall mean any day other than a Saturday,
Sunday or legal holiday on which banks in New York, New York are
open for the conduct of their banking business.
"Closing" shall have the meaning specified in Section 2.02
herein.
"Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
"IPO Documents" shall mean Company's (a) Registration
Statement No. 333-12675 declared effective by the SEC on November
19, 1996, and Prospectus dated November 19, 1996, and (b)
Registration Statement No. 333-86447 declared effective by the
SEC on October 13, 1999, and Prospectus dated October 6, 1999.
"knowledge" of Company shall mean the knowledge of one or
more of the executive officers of Company.
"Per Share Fair Market Price" of the Common Stock on any
date shall mean (a) if the Common Stock is then traded on a
securities exchange or the Nasdaq National Market, the average of
the closing prices of the Common Stock on such exchange or market
over the thirty (30) Trading Days ending on such date; (b) if the
Common Stock is then regularly traded over-the-counter, the
average of the sale prices or secondarily the closing bid of the
Common Stock over the thirty (30) Trading Days ending on such
date; or (c) if there is no active public market for the Common
Stock, the fair market value thereof shall be determined as of
such date by a nationally recognized investment banking firm
chosen in good faith by Company's board of directors.
"Rule 144" shall mean Rule 144 as promulgated by the SEC
under the Securities Act, as such Rule may be amended from time
to time, or any similar successor rule that may be promulgated by
the SEC.
"Securities Act" shall mean the Securities Act of 1933, as
amended.
"SEC" shall mean the Securities and Exchange Commission.
"Shares" shall have the meaning specified in Section 2.01
herein.
"Trading Day" shall mean a day on which the principal
national securities exchange on which the Common Stock is listed
or admitted to trading is open for the transaction of business
or, if the Common Stock is not listed or admitted to trading on
any national securities exchange, a Business Day.
ARTICLE II
PURCHASE AND SALE OF THE SHARES
2.01 Issuance of the Shares. Subject to the terms and
conditions of this Agreement, at the Closing (as defined below)
Company agrees to issue and sell to Purchaser, and Purchaser
agrees to purchase from Company, at an aggregate purchase price
of Four Million Dollars ($4,000,000), such number of shares
(rounded to the nearest whole share) of Common Stock (the
"Shares") equal to $4,000,000 divided by an amount equal to the
product of 4/3 multiplied by the Per Share Fair Market Price as
of the date which is one Business Day prior to the Effective
Date. By way of illustration only, if the Per Share Market Price
on such date were $45.00, the number of Shares would equal
$4,000,000 divided by $60.00 (the product of $45.00 multiplied by
4/3), or 66,667 Shares.
2.02 Closing; Delivery of the Shares.
(a) The purchase and sale of the Shares shall take
place at a closing (the "Closing") to be held at the offices of
Xxxxxx Godward LLP, Five Palo Alto Square, 0000 Xx Xxxxxx Xxxx,
Xxxx Xxxx, XX 00000 at 10:00 A.M. (Pacific Daylight Time) on the
Effective Date, or at such other location, time and date as may
be mutually agreed upon by the parties. The Closing shall take
place contemporaneously with the execution and delivery of this
Agreement and the License Agreement by Company and Purchaser.
(b) At the Closing, subject to the terms and
conditions contained in this Agreement, Purchaser shall provide a
wire transfer of immediately available funds to an account of
Company specified to Purchaser, in an amount equal to Four
Million Dollars ($4,000,000), in payment of the full purchase
price for the Shares.
(c) Within five (5) business days after Closing,
Company shall deliver one or more stock certificates evidencing
the Shares, registered in the name of Purchaser and dated as of
the date of the Closing.
ARTICLE III
CONDITIONS TO CLOSING
3.01 Conditions to Purchaser's Obligations. The obligation
of Purchaser to purchase and pay for the Shares at the Closing is
subject to each of the following additional conditions precedent:
(a) Opinion of Counsel. Purchaser shall have received
at the Closing an opinion from Xxxxxx Godward LLP, counsel to
Company, regarding this Agreement and the transactions
contemplated hereby;
(b) Board Resolutions. Purchaser shall have received
at the Closing copies of the resolutions of the Board of
Directors of Company authorizing the execution and delivery of
this Agreement and the performance by Company of all transactions
contemplated hereby, certified by an appropriate officer of
Company;
(c) Officer's Certificate. Purchaser shall have
received at the Closing, a certificate, executed by the
appropriate officer of Company and dated as of the date of the
Closing, together with and certifying (A) the names of the
officers of Company authorized to sign this Agreement; (B) a copy
of the certificate of incorporation of Company, as amended and in
effect as of the date of the Closing; (C) a copy of the bylaws of
Company, as amended and in effect as of the date of the Closing;
and (D) that the representations and warranties contained in
Article IV hereof are true and correct as of the date of the
Closing; and
(d) License Agreement. Purchaser shall have received
at the Closing the License Agreement, duly executed by an
authorized officer of Company and dated as of the date of the
Closing.
3.02 Conditions to Company's Obligations. The obligation of
Company to issue and sell the Shares at the Closing is subject to
the following additional conditions precedent:
(a) Board Resolutions. Company shall have received at
the Closing copies of the resolutions of the Board of Directors
of Purchaser authorizing the execution and delivery of this
Agreement and the performance by Purchaser of all transactions
contemplated hereby, certified by an appropriate officer of
Purchaser;
(b) License Agreement. Company shall have received at
the Closing the License Agreement, duly executed by an authorized
officer of Purchaser and dated as of the date of the Closing; and
(c) Purchase Price. Purchaser shall have delivered
Four Million Dollars ($4,000,000) in immediately available funds
to Company's specified account in accordance with Section 2.02(b)
herein.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF COMPANY
Company represents and warrants to Purchaser as follows:
4.01 Corporate Status. Company is a corporation duly
incorporated, validly existing and in good standing under the
laws of the State of Delaware, and has all requisite corporate
power and authority to own and use its properties and assets and
to transact the business in which it is currently engaged.
4.02 Corporate Power and Authority. The execution and
delivery by Company of this Agreement, the performance of the
terms and obligations herein, and the issuance, sale and delivery
of the Shares are each within Company's corporate powers, and
each has been duly authorized by all necessary corporate action
on the part of Company. This Agreement, when executed and
delivered hereunder, will constitute the valid and legally
binding obligation of Company enforceable against Company in
accordance with its terms, subject to (a) applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally, and (b) the effect of general
principles of equity, regardless of whether considered in a
proceeding in equity or at law.
4.03 Government Approvals. No authorization, consent,
approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required for the due
execution, delivery and performance by Company of this Agreement
or the issuance and sale
of the Shares to Purchaser except for
the filing by Company with the SEC or any state securities
authorities of any notices or filings required in connection with
the exemptions from the registration or qualification
requirements of the Securities Act and/or applicable state
securities law.
4.04 Capitalization. As of May 31, 2000, the authorized
capital stock of Company consists of: (a) 30,000,000 shares of
Common Stock, $.001 par value, of which 18,528,069 shares are
issued and outstanding and of which 142,519 shares are treasury
shares, and (b) 5,000,000 shares of Preferred Stock, $.001 par
value, of which 300,000 are designated Series A Junior
Participating Preferred, none of which are issued and
outstanding. As of May 31, 2000, an aggregate of 2,331,143
shares of Company's Common Stock were reserved for future
issuance pursuant to stock options granted by Company and
outstanding on May 31, 2000 and an additional 1,087,179 shares of
Company's Common Stock were reserved and available for the grant
of future stock options under all of Company's stock option or
equity incentive plans. The Shares, when issued against payment
of the aggregate purchase price set forth in Section 2.01, will
be duly authorized, validly issued, fully paid, non-assessable
and free and clear of all liens and encumbrances. As of the date
hereof, except for the options described hereinabove or except as
described in the IPO Documents, the SEC Documents or the Schedule
of Exceptions attached hereto, there are no options, warrants,
convertible securities or other rights to purchase shares of
capital stock or other securities of Company which are
authorized, issued or outstanding, nor is Company obligated in
any other manner to issue shares of its capital stock or other
securities, and Company has no obligation to purchase, redeem or
otherwise acquire any shares of its capital stock or any interest
therein or to pay any dividend or make any other distribution in
respect thereof, except as contemplated by this Agreement. Except
as described in the IPO Documents, the SEC Documents or the
Schedule of Exceptions attached hereto, (a) no person is entitled
to any preemptive right, catch-up right, right of first refusal
or similar right with respect to the issuance of any capital
stock of Company, (b) there are no restrictions on the transfer
of shares of capital stock of Company other than those imposed by
relevant federal and state securities laws and (c) there exists
no agreement between Company's stockholders and to which Company
is a party with respect to the voting or transfer of Company's
capital stock or with respect to any other aspect of Company's
affairs.
4.05 No Violation. Neither the execution or delivery by Company
of this Agreement, nor the performance of the terms and
obligations herein, will (a) violate Company's charter or bylaws,
(b) constitute a breach or default under any agreement or
instrument to which Company is a party or by which Company is
bound, which breach or default would have a material adverse
effect on Company, its assets or properties, or (c) violate any
applicable law, rule or regulation, which violation would have a
material adverse effect on Company, or (d) violate any order,
writ, injunction, decree or judgment of any court or governmental
authority applicable to or binding upon Company, which violation
would have a material adverse effect on Company.
4.06 Financial Statements.
(a) All financial statements contained in the SEC
Documents (as defined in Section 4.08) filed by Company with the
SEC, have been prepared in accordance with generally accepted
accounting principles ("GAAP") consistently applied throughout
the periods indicated except as may be expressly stated in the
notes thereto and, as to the unaudited financial statements,
subject to normal recurring year-end audit adjustments and the
absence of notes thereto. Each balance sheet fairly presents the
financial condition of Company and its subsidiaries as at the
date of such balance sheet, and each statement of operations, of
stockholders' equity and of cash flows, fairly presents the
results of operations, the stockholders' equity and the cash
flows of Company and its subsidiaries for the periods then ended,
all in accordance with GAAP.
(b) Since the date of Company's most recent filing of
financial statements with the SEC, there has been no material
adverse change in the business, property, assets, operations or
financial condition of Company and its subsidiaries.
4.07 Litigation. There is no pending, or to Company's
knowledge overtly threatened, action, suit, proceeding,
arbitration, or investigation before any court, governmental
agency, instrumentality or arbitrator, which, if determined
adversely to Company, could reasonably be expected to materially
adversely affect the business, property, assets, operations or
financial condition of Company and its subsidiaries or which
purports to affect the legality, validity or enforceability of
this Agreement.
4.08 SEC Filings. Company has filed with the SEC on a timely
basis, or received a valid extension of such time of filing, all
forms, reports and documents required to be filed by it under the
Exchange Act since November 19, 1996 (such documents collectively
referred to as the "SEC Documents"). As of their respective
dates, the SEC Documents complied in all material respects with
the requirements of the Securities Act and the Exchange Act and
the rules and regulations of the SEC promulgated thereunder, and
none of the SEC Documents, when filed, contained any untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were
made, not misleading.
4.9 Compliance with Statutes, etc. Each of Company and its
subsidiaries is in compliance with all applicable laws, rules,
regulations and orders of, and all applicable restrictions
imposed by, all governmental bodies, in respect of the conduct of
its business and the ownership of its property except, where such
failure to be in compliance would not have a material adverse
effect on Company.
4.10 Securities Laws. Assuming the accuracy of the
representations and warranties of Purchaser contained in Article
V hereof, the issuance of the Shares is exempt from the
provisions of the Securities Act. All notices, filings,
registrations, or qualifications under state securities or "blue-
sky" laws which are required in connection with the offer, issue
and delivery of the Shares
pursuant to this Agreement, if any, have been or will be completed
by Company on a timely basis.
4.11 Tax Returns and Payments. Each of Company and its
subsidiaries has filed all federal, state, local, foreign and
other tax returns required to be filed by it and has paid all
taxes and other assessments which have become due pursuant to
such tax returns and all other taxes and assessments which have
become due, except for those contested in good faith and for
which adequate reserves have been established. Each of Company
and its subsidiaries has made adequate provisions on its books of
account for all taxes, assessments and governmental charges with
respect to its business, properties and operations for all prior
fiscal years and for the current fiscal year to the date hereof.
No governmental authority has asserted a lien or other claim
against Company or any of its subsidiaries with respect to unpaid
taxes which has not been discharged or resolved, which would have
a material adverse effect on Company.
4.12 Insurance. Company and each of its subsidiaries
maintains insurance on all of its properties with financially
sound and reputable insurance companies against such risks and in
such amounts as are customarily maintained by companies of
comparable size engaged in a similar business.
4.13 No Infringement. To its knowledge, Company owns or
possesses rights to use all patents, patent applications,
trademarks, service marks, trade names, copyrights, trade
secrets, licenses and rights with respect to the foregoing which
are required to conduct its business without any known
infringement of the rights of others. No event has occurred
which, to the knowledge of Company, permits, or after notice or
lapse of time or both would permit, the revocation or termination
of any such rights, and, to the knowledge of Company, neither
Company nor any of its subsidiaries is liable to any person or
entity for infringement under applicable law with respect to such
rights. As of the Effective Date, Company is not pursuing any
action against any third party for the infringement of Company's
patents, patent applications, trademarks, service marks, trade
names, copyrights, trade secrets, or licenses relating to its
business.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser represents and warrants to Company as follows:
5.01 Corporate Status. Purchaser is a corporation duly
incorporated, validly existing and in good standing under the
laws of the State of Delaware, and has all requisite corporate
power and authority to own and use its properties and assets and
to transact the business in which it is currently engaged.
5.02 Corporate Power and Authority. The execution and
delivery by Purchaser of this Agreement, the performance of the
terms and obligations therein, and the purchase of the Shares
are each within Purchaser's corporate powers, and each has been duly
authorized by all necessary corporate action on the part of
Purchaser. This Agreement, when executed and delivered hereunder,
will constitute valid and legally binding obligations of
Purchaser enforceable against Purchaser in accordance with their
terms, subject to (a) applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors'
rights generally, and (b) the effect of general principles of
equity, regardless of whether considered in a proceeding in
equity or at law.
5.03 Investment. Purchaser is acquiring the Shares for
Purchaser's own account, not as a nominee or agent for
investment, and not with a view to, or for resale in connection
with, any distribution or public offering thereof within the
meaning of the Securities Act.
5.04 Shares Not Registered. Purchaser understands that the
Shares are not registered under the Securities Act on the ground
that the sale provided for in this Agreement and the issuance of
Shares hereunder is exempt from registration under the Securities
Act pursuant to Section 4(2) thereof, and that Company's reliance
on such exemption is predicated on Purchaser's representations
set forth herein.
5.05 Accredited Investor. Purchaser represents that it is an
"accredited investor" within the meaning of Rule 501 of
Regulation D adopted pursuant to the Securities Act.
5.06 Restricted Shares. Purchaser understands that the
Shares may not be sold, transferred, or otherwise disposed of
without registration under the Securities Act or an exemption
therefrom, and that in the absence of an effective registration
statement covering the Shares or an available exemption from
registration under the Securities Act, the Shares must be held
indefinitely. Purchaser is aware that the Shares may not be sold
pursuant to Rule 144 promulgated under the Securities Act unless
all of the conditions of that Rule are met.
5.07 Legend. To the extent applicable, each certificate or
other document evidencing the Shares, whether upon initial
issuance or transfer thereof, shall be endorsed with the legends
substantially in the form set forth below:
"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY
NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED
UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS
COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER
EVIDENCE, SATISFACTORY TO COMPANY AND ITS COUNSEL, THAT
SUCH REGISTRATION IS NOT REQUIRED."
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN
AGREEMENT BETWEEN THE COMPANY AND THE HOLDER HEREOF
DATED AS OF JULY 10, 2000, A COPY OF WHICH IS ON FILE
AT THE
COMPANY'S PRINCIPAL OFFICES AND IS AVAILABLE
UPON REQUEST."
5.08 Investment Information.
(a) Purchaser has been furnished with all the
information necessary to make an informed investment decision.
Purchaser has been given access to such information relating to
Company as Purchaser has requested.
(b) By reason of Purchaser's business or financial
experience, Purchaser has the capacity to make the decision
referred to in subsection (a) above.
ARTICLE VI
COVENANTS OF COMPANY
6.01 Rule 144 Reporting. With a view to making available
the benefits of certain rules and regulations of the SEC that may
permit the sale of the Shares to the public without registration,
Company agrees to use its best efforts to:
(a) make and keep public information regarding Company
available (as those terms are understood and defined in Rule 144
under the Securities Act) at all times;
(b) file with the SEC in a timely manner all reports
and other documents required of Company under the Securities Act
and the Exchange Act at any time; and
(c) so long as Purchaser owns any Shares or securities
convertible into, exchangeable for or exercisable for Common
Stock, furnish to Purchaser forthwith upon written request as to
Company's compliance with the reporting requirements of Rule 144
and of the Securities Act and the Exchange Act, a copy of the
most recent annual or quarterly report of Company.
ARTICLE VII
COVENANTS OF PURCHASER
7.01 Restrictions on Purchase of Common Stock. Until the
first anniversary of the expiration or termination of the License
Agreement, Purchaser shall not purchase, and shall ensure that
none of its Affiliates purchases, any Common Stock other than the
purchase or acquisition of Shares contemplated by this Agreement.
ARTICLE VIII
MISCELLANEOUS
8.01 Amendments, Etc. No amendment or waiver of any
provision of this Agreement, nor consent to any departure by
Company therefrom, shall in any event be effective unless the
same shall be in writing and signed by Purchaser, and then such
waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.
8.02 Notices. All notices and other communications provided
for hereunder shall be in writing, shall specifically refer to
this Agreement, shall be addressed to the receiving party's
address set forth below or to such other address as a party may
designate by notice hereunder, and shall be deemed to have been
sufficiently given for all purposes if (a) mailed by first class
certified or registered mail, postage prepaid, (b) sent by
express delivery service, (c) personally delivered, or (d) made
by telecopy or facsimile transmission (with machine confirmation
of delivery).
If to Company: CV Therapeutics, Inc.
0000 Xxxxxx Xxxxx
Xxxx Xxxx, XX 00000
Attn: General Counsel
Telephone: 000-000-0000
Facsimile: 000-000-0000
with a copy to: Cooley Godward LLP
Five Palo Alto Square
0000 Xx Xxxxxx Xxxx
Xxxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
If to Purchaser: Fujisawa Healthcare, Inc.
Xxxxx Xxxxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: General Counsel
Telephone: 000-000-0000
Facsimile: 000-000-0000
with a copy to: Xxxxxxxx & O'Neil, LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxxxxxx Xxxxx
Facsimile: 000-000-0000
8.03 No Waiver; Remedies. No failure on the part of
Purchaser to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single
or partial exercise of any such right preclude any other or
further exercise thereof or the exercise of any other right. The
remedies herein provided are cumulative and not exclusive of any
remedies provided by law.
8.04 Attorneys' Fees. In the event that any dispute
among the parties to this Agreement should result in litigation,
the prevailing party in such dispute shall be entitled to recover
from the losing party all fees, costs and expenses enforcing any
right of such prevailing party under or with respect to this
Agreement, including without limitation, such reasonable fees and
expenses of attorneys and accountants, which shall include,
without limitation, all fees, costs and expense of appeals.
8.05 Binding Effect; Assignment. This Agreement shall
be binding upon and inure to the benefit of Company and Purchaser
and their respective successors and assigns, provided that
neither Company nor Purchaser may assign or transfer any or all
of its rights or obligations under this Agreement without the
prior written consent of the other party. Notwithstanding any
assignment by Purchaser, the provisions of Sections 7.01 shall
continue to be binding upon Purchaser in accordance with the
terms of this Agreement.
8.06 Governing Law; Consent to Jurisdiction. This
Agreement shall be governed by, and construed in accordance with,
the laws of the State of Delaware, without reference to the
conflicts or choice of law principles thereof. Company and
Purchaser hereby irrevocably consent to the exclusive personal
jurisdiction of any state or federal courts located in Delaware,
in any action, claim or other proceeding arising out of any
dispute in connection with this Agreement, any rights or
obligations hereunder, or the performance of such rights and
obligations. Purchaser and Company agree to waive their
respective rights to a jury trial with respect to any action,
claim, or other proceeding arising out of any dispute in
connection with this Agreement, any rights or obligations
hereunder, or the performance of such rights and obligations.
8.07 Severability. To the extent any provision of this
Agreement is prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.
8.08 Entire Agreement. This Agreement embodies the entire
agreement and understanding between the parties hereto with
respect to the provisions hereof and supersedes all prior oral or
written agreements and understandings relating to the provisions
hereof. No statement, representation, warranty, covenant or
agreement of any kind not expressly set forth in this Agreement
shall affect, or be used to interpret, change or restrict, the
express terms and provisions of this Agreement.
8.09 Further Action. Each party shall, without further
consideration, take such further action and execute and deliver
such further documents as may be reasonably requested by the
other party in order to carry out the provisions and purposes of
this Agreement.
8.10 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an
original, but all of which, when taken together, shall constitute
one and the same instrument.
8.11 Survival. The representations, warranties,
covenants and agreements made herein by Company and Purchaser
shall survive the Closing.
[THE REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK;
SIGNATURES ARE ON FOLLOWING PAGE]
IN WITNESS WHEREOF, Company and Purchaser have caused this
Stock Purchase Agreement to be executed in their names by their
duly authorized officers or representatives effective as of the
date first above written.
CV THERAPEUTICS, INC.
By: /s/ XXXXX X. XXXXX, M.D., PH.D.
Name: Xxxxx X. Xxxxx, M.D., Ph.D.
Title: Chairman & CEO
FUJISAWA HEALTHCARE, INC.
By: /s/ XXXXXX XXXXX
Name: Xxxxxx Xxxxx
Title: Chairman & CEO
SCHEDULE OF EXCEPTIONS
This Schedule of Exceptions is made and given with respect
to Article IV of the attached Stock Purchase Agreement (the
"Agreement"), by and between CV Therapeutics, Inc., a Delaware
corporation (the "Company"), and Fujisawa Healthcare, Inc., a
Delaware corporation (the "Purchaser").
The section numbers in this Schedule of Exceptions
correspond to the section numbers in the Agreement, however, any
information disclosed herein under any section number shall be
deemed to be disclosed and incorporated into any other section
number under the Agreement where such disclosures would be
appropriate. Unless the context otherwise requires, all
capitalized terms shall have the same meaning as defined in the
Agreement.
Section 4.04
As of May 31, 2000, an aggregate of 249,203 shares of Common
Stock of the Company were reserved for future issuance pursuant
to outstanding warrants granted by the Company.
On February 2, 1999, the Company adopted a Preferred Share
Purchase Rights Plan pursuant to which shareholders have certain
rights to purchase shares of Series A Junior Participating
Preferred.
$196,250,000 of 4_% Convertible Subordinated Notes due March
7, 2007 and Shares of Common Stock Issuable Upon Conversion of
the Notes.
