EXHIBIT 10.57
ARIAD GENE THERAPEUTICS, INC.
STOCK TRANSFER AGREEMENT
In consideration of the covenants and agreements set forth herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
mutually acknowledged, the parties hereto covenant and agree as follows:
The undersigned stockholder (the "Stockholder") of ARIAD Gene Therapeutics, Inc.
(the "Company") agrees that, in the event he or she desires to sell, assign,
transfer or otherwise dispose of any of the shares of capital stock of the
Company now held or at anytime hereafter acquired by him or her (the "Shares")
to any person, he or she will notify (the "Notification") the Company in writing
addressed to its principal executive offices of his or her intention to do so,
specifying the amount of Shares proposed to be transferred (the "Offered
Shares"), the name of the person or persons (the "Third Party Purchaser") to
whom he or she proposes to transfer the Offered Shares, and a price per share
which shall be the minimum price per share at which he or she proposes to effect
the transfer (the "Minimum Price"). The Notification shall contain an
affirmation by the Stockholder that such Offered Shares are proposed to be
transferred pursuant to a bona fide written purchase contract and that the
Stockholder has a reasonable expectation of being able to effect the transfer at
the Minimum Price to the Third Party Purchaser, and shall recite the basis for
such expectation. The Notification shall offer to sell to the Company and/or its
designees the Offered Shares, free and clear of any liens or encumbrances in
favor of third persons, at the Minimum Price and on such other terms and
conditions, if any, not less favorable to the Company and its designees as those
proposed to be offered to such Third Party Purchaser. In the event all or any
part of the consideration shall consist of consideration other than cash, the
Minimum Price shall include the fair value of such other consideration as
determined in good faith by the Company's Board of Directors.
The Company and its designees shall have the right to purchase the Offered
Shares in accordance with the terms contained herein. The Company shall respond
to the offer of the Stockholder within 30 days after receipt of the
Notification. If the Company does not accept the offer of the Offered Shares in
its entirety, the Stockholder shall be free to proceed to sell all, but not less
than all, of the Offered Shares to the Third Party Purchaser specified in the
Notification at not less than the Minimum Price. At least two business days
prior to the closing of the purchase of the Offered Shares by the Third Party
Purchaser (the "Third Party Closing"), the Stockholder shall deliver to the
Company a certificate executed by the Third Party Purchaser stating that (i) the
terms and conditions set forth in the Notification have been approved by the
Third Party Purchaser's board of directors (or the equivalent governing body if
the Third Party Purchaser is not a corporation), if applicable, (ii) the Third
Party Purchaser is aware of the rights of the Company contained in this
Agreement, and (iii) upon consummation of the Third Party Closing, the Third
Party Purchaser shall become a party to this Agreement and agree to be bound by
the terms and conditions hereof.
If the Stockholder fails to complete his or her proposed sale within a period of
60 days after the earlier to occur of (i) the date of rejection by the Company
of the offer contained in the Notification or (ii) the date that is 30 days
after the date of receipt by the Company of the Notification (the "Offer
Expiration Date"), then the Offered Shares shall once again be subject to the
requirements of a prior offer to the Company pursuant to the provisions of this
Agreement.
In the event the Company and it designees shall elect to purchase or acquire all
of the Offered Shares, written notice (the "Acceptance") to the Stockholder of
such election to purchase or so acquire all of the Offered Shares shall, when
taken in conjunction with the Notification, be deemed to constitute a valid and
legally binding purchase and sale agreement.
The closing of a purchase and sale of Offered Shares pursuant hereto shall take
place at the principal executive offices of the Company on the 30th day
following the Offer Expiration Date (unless another time is specified in the
Acceptance or is otherwise mutually agreed upon), at which time the Stockholder
shall deliver the stock certificate or certificates representing the Offered
Shares so sold (duly endorsed or accompanied by a duly executed stock power or
assignment to effect transfer of ownership to the purchaser or purchasers on the
records of the Company) against the Stockholder's receipt of payment of the
Minimum Price by certified check, bank cashiers check or wire transfer.
The Stockholder acknowledges that the Company shall be authorized to (i) affix a
legend referencing this Agreement on each certificate representing Shares issued
to the Stockholder, and (ii) impose stop transfer orders with the Company's
transfer agent.
The provisions of this Agreement shall not apply to the transfer of Offered
Shares by the Stockholder to (i) the heirs, executors or legal representatives
of the Stockholder, (ii) the members of the immediate family of the Stockholder,
or (iii) the trustees of an inter vivos or testamentary trust for the benefit of
members of immediate family of the Stockholder, provided that, in each such
case, such transferee shall become a party to this Agreement and agree to be
bound by the terms and conditions hereof.
IN WITNESS WHEREOF, this Agreement has been executed on behalf of each of the
Stockholder and the Company on this ____ day of March 2001.
STOCKHOLDER
/s/ See Exhibit A
--------------------------------
Name:
ARIAD GENE THERAPEUTICS, INC.
By: /s/ Xxxxxx Xxxxxx
----------------------
Title: Chairman and CEO
EXHIBIT A
STOCKHOLDER EXECUTION DATE
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Xxxxxx X. Xxxxxx March 12, 2001
Xxxxx X. Xxxxxxxx Xxxxx 00, 0000
Xxxxxx Xxxxxxxx January 31, 2001
Xxxx X. Xxxxxxxx March 13, 2001
Xxx X. XxXxxxxx Xxxxx 00, 0000
Xxxxxx Xxxxxxxxx January 31, 2001
Xxxxxxx Xxxxxxx March 13, 2001
