Exhibit 10.29
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (hereinafter referred to as the "Agreement")
effective as of the 25th day of November, 1997 is made by and between Ansan
Pharmaceuticals, Inc., a corporation duly organized and existing under the laws
of the State of Delaware and having a principal place of business at 000 Xxxxxx
Xxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, XXX ("ANSAN")
and Titan Pharmaceuticals, Inc., a corporation duly organized and existing under
the laws of the State of Delaware and having a principal place of business at
000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000,
XXX ("TITAN").
WHEREAS, TITAN is the principal stockholder of ANSAN; and WHEREAS,
ANSAN has licensed patent rights pursuant to the terms of a License
Agreement (the "Original ANSAN License") dated as of October 31, 1992 by and
between ANSAN and Bar-Ilan Research and Development Company Ltd., a company duly
organized and existing under the laws of the State of Israel and having a
principal place of business at Bar-Ilan University, XX Xxx 0000, Xxxxx Xxx
00000, Israel ("BAR-ILAN"); and
WHEREAS, the parties to this Agreement have previously entered into a
Sublicense Agreement (the "Sublicense") dated as of July 15, 1997, under which
ANSAN granted a sublicense to TITAN of certain rights under the Original ANSAN
License in return for transfer to ANSAN of all the ANSAN securities owned by
TITAN and payment by TITAN to ANSAN of a royalty on Net Sales of the sublicensed
compounds; and
WHEREAS, BAR-ILAN, ANSAN, and TITAN mutually agree to terminate the
Original ANSAN License and the Sublicense, and replace them with License
Agreements between BAR-ILAN and ANSAN (the "New ANSAN License") and between
BAR-ILAN and TITAN (the "TITAN License") and with this Agreement.
NOW, THEREFORE, it is agreed as follows:
1. Definitions
For the purposes of this Agreement, the following words and phrases shall
have the following meanings:
1.1. "AFFILIATE" of TITAN shall have the meaning set forth in Paragraph 1.1
of the TITAN License.
1.2. "AN-9" shall mean pivaloyloxymethyl butyrate.
1.3. "Discovery" shall mean Discovery Laboratories, Inc., a corporation
duly organized and existing under the laws of the State of Delaware and having a
principal place of business at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
1.4. "Licensed Processes" shall have the meaning set forth in Paragraph 1.4
of the TITAN License.
1.5. "Licensed Products" shall have the meaning set forth in Paragraph 1.3
of the TITAN License.
1.6. "Merger Agreement" shall mean that Agreement and Plan of
Reorganization dated July 16, 1997 by and between ANSAN and Discovery.
1.7. "Net Sales" shall have the meaning set forth in Paragraph 1.6 of the
TITAN License.
1.8. "New ANSAN License" shall mean the License Agreement to be entered
into by and between BAR-ILAN and ANSAN, as set forth in Exhibit A hereto.
1.9. "Original ANSAN License" shall mean the License Agreement dated as of
October 31, 1992 by and between BAR-ILAN and ANSAN.
1.10. "Patent Rights shall" have the meaning set forth in Paragraph 1.2 of
the TITAN License.
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1.11. "Securities" shall mean all outstanding securities in the capital
stock of ANSAN owned by or on behalf of TITAN, namely 1,212,654 shares of ANSAN
Common Stock.
1.12. "TITAN License" shall mean the License Agreement to be entered into
by and between BAR-ILAN and TITAN, as set forth in Exhibit B hereto.
2. Royalty Payments
In addition to the royalties payable to BAR-ILAN pursuant to the TITAN
License, TITAN shall pay to ANSAN either (i) until the expiration of the last
applicable patent within the Patent Rights on any Licensed Product or Licensed
Process in the country in which such Licensed Process is used or such Licensed
Product is made, used, leased, or sold, after which time TITAN's obligation to
pay royalties in that country shall cease, or (ii) until this Agreement is
terminated in accordance with its terms, in each calendar year an amount equal
to two percent (2%) of Net Sales of the Licensed Products or Licensed Processes
leased or sold by TITAN, any AFFILIATE or any sublicensee of TITAN.
3. Securities
Subject to the terms and conditions of this Agreement, TITAN shall transfer
to ANSAN at the Closing (as defined in Article 5) all its right, title and
interest in the Securities, free and clear of any and all liens, encumbrances
and security interests. ANSAN and TITAN acknowledge that a portion of the
Securities are held by Continental Stock Transfer & Trust Company as Escrow
Agent pursuant to the terms of an Escrow Agreement dated as of May25, 1995.
ANSAN and TITAN agree to take all steps reasonably necessary to obtain release
of such Securities and delivery to ANSAN in accordance with the terms of this
Agreement.
4. Repayment of Indebtedness
Subject to the terms and conditions of this Agreement, ANSAN shall retire
all indebtedness then owing to TITAN, including the principal amount and
interest then owing on the debenture due April 1998 and any moneys owed for
administrative and financial services, less the sum of up to $100,000 for
expenditures made by ANSAN in connection with the Pivanex(TM)
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product development program subsequent to June 30, 1997 (which shall be
contributed to ANSAN's capital), at the Closing (as defined in Article 5).
5. Closing
The closing of the transactions contemplated by this Agreement (the
Closing) shall take place simultaneously with the closing of the Merger
Agreement at the offices of Xxxxxx Xxxxxx White & XxXxxxxxx, 000 Xxxxxxxxxx
Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx or at such other time, date and location as the
parties agree.
6. Conditions to Closing
6.1. Conditions to Obligations of TITAN. The obligations of TITAN to
consummate the transactions contemplated hereby shall be subject to satisfaction
at the Closing of each of the following conditions, any of which may be waived
by TITAN:
(a) Representations and Warranties. The representations and
warranties of ANSAN contained in this Agreement shall have been true
and correct in all material respects as of the date of this Agreement
and as of the date of the Closing. TITAN shall have received a
certificate with respect to the foregoing signed on behalf of ANSAN by
the Chief Executive Officer of ANSAN.
(b) Closing of the Merger Agreement. The transactions
contemplated by the Merger Agreement shall have closed.
(c) License Agreements. BAR-ILAN and ANSAN shall have executed
and delivered the New ANSAN License in substantially the form attached
as Exhibit A hereto.
6.2. Conditions to Obligations of ANSAN. The obligations of ANSAN to
consummate the transactions contemplated hereby shall be subject to satisfaction
at the Closing of each of the following conditions, any of which may be waived
by ANSAN:
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(a) Representations and Warranties. The representations and
warranties of TITAN contained in this Agreement shall have been true
and correct in all material respects as of the date of this Agreement
and as of the date of the Closing. ANSAN shall have received a
certificate with respect to the foregoing signed on behalf of TITAN by
the Chief Executive officer of TITAN.
(b) Closing of the Merger Agreement. The transactions
contemplated by the Merger Agreement shall have closed.
(c) License Agreements. BAR-ILAN and TITAN shall have executed
and delivered the TITAN License in substantially the form attached as
Exhibit B hereto.
7. Representations and Warranties of TITAN.
7.1. Authority. TITAN has all requisite corporate power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of TITAN.
7.2. Ownership of Securities. TITAN is the sole record and beneficial owner
of the Securities and owns all right, title and interest in such Securities free
and clear of all liens, encumbrances and security interests and at the Closing
shall transfer title to such Securities free and clear of all liens,
encumbrances and security interests. TITAN does not own beneficially or of
record or have the right to purchase any securities of ANSAN other than the
Securities.
8. Representations and Warranties of ANSAN.
8.1. Authority. ANSAN has all requisite corporate power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of ANSAN, subject to approval of the stockholders
of ANSAN.
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8.2. Original ANSAN License. The Original ANSAN License is in full force
and effect, and to the knowledge of ANSAN, neither ANSAN nor BAR-ILAN is in
material breach of any term of the Original ANSAN License.
8.3. Patents. Except as disclosed in any filings by ANSAN with the
Securities and Exchange Commission pursuant to the Securities Act of 1933 or the
Securities Exchange Act of 1934 prior to the date hereof, ANSAN has no knowledge
of any pending or threatened litigation claiming that any claim of the Patent
Rights infringes the rights of any other person, and to ANSAN's knowledge there
has been no infringement of the Patent Rights by any other person. During the
term of the Original ANSAN License, ANSAN has satisfied all of its obligations
to maintain the Patent Rights. 9. Transfer of Know-How; Further Cooperation.
9.1. Transfer of Know-How. Within 30 days after the Closing, ANSAN shall
transfer to TITAN, free of charge, (a) copies of all pertinent documents
relating to the rights granted in the TITAN License, including all reports,
data, contracts and regulatory submissions and (b) all remaining Licensed
Product which has been formulated for non-topical use. ANSAN and TITAN shall
promptly after the Closing take all steps necessary to transfer the IND for AN-9
into TITAN's name and shall notify the FDA of such intention within 30 days
after the Closing. If necessary, the parties will cooperate in good faith to
establish an agreement for continuing support of the AN-9 product development
program. The parties will negotiate the specifics of such an agreement and the
reimbursement to be made to ANSAN for expenses incurred in connection therewith
on or before the Closing.
9.2. Further Cooperation. The parties recognize that they may both be
developing the same compound(s) within the same patent rights (referred to as
the Basic Patents in the New ANSAN License and the Patent Rights in the TITAN
License), so that each may develop intellectual property, such as know-how
and/or further patent rights, of value to both parties. Accordingly, the parties
agree that they will cooperate in good faith to establish an agreement for the
disclosure by each party to the other of intellectual property relevant to the
others Field, and for the cooperative development and/or cross-licensing of such
intellectual property.
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10. Miscellaneous.
10.1. Notices. Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally or sent by
facsimile transmission, overnight courier, or certified, registered or express
mail, postage prepaid. Any such notice shall be deemed delivered when so
delivered personally or when sent by facsimile transmission (provided that an
appropriate indication of successful transmission is given by the sending
facsimile transmitter and a confirmation copy is sent by overnight courier), or
if sent by overnight courier, one day after deposit with an overnight courier,
or, if mailed, three days after the date of deposit in the United States mails
as follows:
If to ANSAN: Ansan Pharmaceuticals, Inc.
000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: President
Telecopy No. (000) 000-0000
If to TITAN: Titan Pharmaceuticals, Inc.
000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: President
Telecopy No. (000) 000-0000
Either party may, by notice given in accordance with this Paragraph to the
other party, designate another address or person for receipt of notices
hereunder.
10.2. Binding Effect; Amendment; Assignment. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Nothing in this Agreement is intended to
confer upon any person other than the parties hereto and their respective
successors and permitted assigns any rights or remedies whatsoever. This
Agreement may be amended only by an instrument in writing signed on behalf of
each of the parties. Neither party may sell, transfer or assign any of its
rights or obligations under this Agreement without the written consent of the
other party, which will not be unreasonably withheld.
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10.3. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California applicable to agreements
made between California residents and to be performed entirely within
California.
10.4. Expenses. All costs and expenses incurred in connection with the
transactions contemplated by this Agreement shall be paid by the party incurring
such expenses.
10.5. Further Assurances. Each party will execute and deliver all such
further documents and instruments and take all such further actions as may be
necessary to consummate the transactions contemplated hereby.
10.6. Disputes. Any and all disputes between the parties arising from or
relating to this Agreement shall be referred to the Chief Executive Officers of
ANSAN and TITAN, respectively, and they shall endeavor to resolve such dispute
in good faith for a period of 45 days. If any such dispute has not been resolved
within such 45-day period, either party may file an action in a court of
competent jurisdiction.
10.7. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
other prior and contemporaneous agreements, understandings, discussions and
correspondence between the parties with respect to the subject matter.
IN WITNESS WHEREOF, the parties hereto have executed this License
Agreement, in duplicate, by proper persons thereunto duly authorized.
ANSAN TITAN
By: /s/ V.H.J. SHALSON By:/s/ XXXXX XXXXXXX
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Name: Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx
Title: President and CEO Title: Executive V.P. and COO
Date: November 24, 1997 Date: 11/24/97
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