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Exhibit 4.5
STOCK PURCHASE AGREEMENT
CIMA Labs Inc.
00000 Xxxxxx Xxxx Xxxx
Xxxx Xxxxxxx, Xxxxxxxxx 00000
The undersigned (the "Investor"), hereby confirms its agreement with you as
follows:
1. This Stock Purchase Agreement (the "Agreement") is made as of the date set
forth below between CIMA Labs, Inc., a Delaware corporation (the
"Company"), and the Investor.
2. The Company has authorized the sale and issuance of up to 1,200,000 shares
(the "Shares") of common stock of the Company, $.01 par value per share
(the "Common Stock"), subject to adjustment by the Company's Board of
Directors, to certain investors in a private placement (the "Offering").
3. The Company and the Investor agree that the Investor will purchase from the
Company and the Company will issue and sell to the Investor 60,600 shares,
for a purchase price of $19.00 per share, or an aggregate purchase price of
$1,151,400, pursuant to the Terms and Conditions for Purchase of Shares
attached hereto as Annex I and incorporated herein by this reference as if
fully set forth herein. Unless otherwise requested by the Investor,
certificates representing the Shares purchased by the Investor will be
registered in the Investor's name and address as set forth below.
4. The Investor represents that, except as set forth below, (a) it has had no
position, office or other material relationship within the past three years
with the Company or its affiliates, (b) neither it, nor any group of which
it is a member or to which it is related, beneficially owns (including the
right to acquire or vote) any securities of the Company and (c) it has no
direct or indirect affiliation or association with any NASD member.
Exceptions: The Investor currently beneficially owns 100,000 shares of
common stock of the Company. Delaware Distributors, L.P., a limited purpose
broker-dealer, is the Investor's distributor and an NASD member.
Please confirm that the foregoing correctly sets forth the agreement between us
by signing in the space provided below for that purpose.
DATED AS OF: March 13, 2000
Delaware Group Premium Fund, on behalf of its Trend Series
By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Print Name: Xxxxxx X. Xxxx
Title: Senior Vice President
Address: 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000
AGREED AND ACCEPTED:
CIMA LABS INC.
By: /s/ Xxxx X. Xxxxxxx
-------------------
Xxxx X. Xxxxxxx
Title: President and Chief Executive Officer
