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EXHIBIT 10.39
STOCK PURCHASE AGREEMENT
RIBOGENE, INC.
MAY 29, 1998
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TABLE OF CONTENTS
PAGE
1. PURCHASE AND SALE..................................................... 1
1.1 Sale of Shares................................................. 1
1.2 Closing Date................................................... 1
1.3 Delivery....................................................... 2
1.4 "Market Stand-Off" Agreements.................................. 2
2. REPRESENTATIONS AND WARRANTIES OF RIBOGENE............................ 2
2.1 Organization and Standing; Certificate and Bylaws.............. 2
2.2 Authorization.................................................. 2
2.3 Validity of Shares............................................. 2
2.4 Offering....................................................... 2
2.5 No Conflict; No Violation...................................... 3
2.6 Consents and Approvals......................................... 3
3. REPRESENTATIONS AND WARRANTIES OF XXXXXX.............................. 3
3.1 Legal Power.................................................... 3
3.2 Due Execution.................................................. 3
3.3 Investment Representations..................................... 3
4. REGISTRATION OF SHARES AND INITIAL SHARES............................. 4
4.1 Registration................................................... 4
4.2 Expenses of Registration....................................... 5
4.3 Obligations of RiboGene........................................ 5
4.4 Delay of Registration; Furnishing Information.................. 6
5. CONDITIONS TO CLOSING................................................. 6
5.1 Conditions to Obligations of Xxxxxx............................ 6
(a) Representations and Warranties True;
Performance of Obligations................................ 6
(b) Completion of Initial Public Offering..................... 6
(c) Qualifications, Legal Investment.......................... 6
(d) Certificate............................................... 7
(e) Opinion of Counsel........................................ 7
5.2 Conditions to Obligations of RiboGene.......................... 7
(a) Representations and Warranties True....................... 7
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TABLE OF CONTENTS
(CONTINUED)
PAGE
(b) Performance of Obligations................................ 8
(c) Qualifications, Legal Investment.......................... 8
6. MISCELLANEOUS......................................................... 8
6.1 Governing Law.................................................. 8
6.2 Successors and Assigns......................................... 8
6.3 Entire Agreement............................................... 8
6.4 Severability................................................... 8
6.5 Amendment and Waiver........................................... 8
6.6 Delays or Omissions............................................ 8
6.7 Notices, Etc................................................... 9
6.8 Titles and Subtitles.......................................... 10
6.9 Counterparts.................................................. 10
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STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as
of May 29, 1998 (the "Effective Date"), by and between RIBOGENE, INC., a
Delaware corporation ("RIBOGENE"), and XXXXXX LABORATORIES, an Illinois
corporation ("ABBOTT").
RECITALS
A. RIBOGENE and ABBOTT are parties to that certain Series E Preferred Stock
Purchase Agreement, as amended, dated as of April 26, 1996 (the "Series E
Purchase Agreement"), whereby ABBOTT covenants to purchase shares of RIBOGENE
capital stock upon the occurrence of an Initial Public Offering (as such term is
defined in the Series E Purchase Agreement) if the aggregate Price to Public of
the Initial Public Offering is not less than $16,000,000 (exclusive of the
Shares, which Shares are defined below).
X. XXXXXX purchased and currently owns 1,555,556 shares of RIBOGENE's
Series E Preferred Stock pursuant to the Series E Purchase Agreement, which
shares will be converted to shares of common stock of RIBOGENE upon the closing
of the Initial Public Offering and which shares are hereinafter referred to as
the "Initial Shares."
C. Pursuant to Section 9 of the Series E Purchase Agreement, RIBOGENE
desires to sell and issue to XXXXXX, and XXXXXX desires to buy, shares of
RIBOGENE's common stock, as provided herein.
NOW, THEREFORE, the Parties hereto agree as follows:
1. PURCHASE AND SALE.
Subject to the terms and conditions hereof, and in reliance upon the
representations, warranties and agreements contained herein, RIBOGENE hereby
agrees to issue and sell to XXXXXX, and XXXXXX hereby agrees to purchase from
RIBOGENE, the aggregate number of shares of RIBOGENE's Common Stock (the
"Shares") determined in accordance with Subsection 1.1 hereof.
1.1 SALE OF SHARES. On the Closing Date (as defined in Subsection
1.2), RIBOGENE shall issue and sell to XXXXXX, and XXXXXX shall purchase from
RIBOGENE for $4,000,000, the number of shares of RIBOGENE's Common Stock (the
"Shares") equal to the quotient of $4,000,000 (the "Purchase Price") divided by
the Per Share Price (as hereinafter defined). In the event the number of Shares
includes a fraction of a share, the number of Shares shall be rounded to the
nearest whole number of shares and the Purchase Price shall be adjusted to equal
the Per Share Price times such whole number of Shares. The Per Share Price shall
be the Price to Public stated on the front cover of the final prospectus
distributed in connection with the Initial Public Offering.
1.2 CLOSING DATE. The closing of the sale and purchase of the Shares
(the "Closing") shall take place on the date of the closing of the Initial
Public Offering (the "Closing Date").
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1.3 DELIVERY. At the Closing, RIBOGENE will deliver to XXXXXX a
certificate registered in the name of Xxxxxx, representing the Shares to be
purchased by XXXXXX from RIBOGENE, dated the Closing Date, against payment of
the Purchase Price by wire transfer, a check made payable to the order of
RIBOGENE, or any combination thereof.
1.4 "MARKET STAND-OFF" AGREEMENTS. XXXXXX hereby agrees that prior to
the first anniversary of the Closing Date, it shall not sell or otherwise
transfer or dispose of any of the Shares held by it. RIBOGENE may impose
stop-transfer instructions with respect to securities subject to the foregoing
restrictions until the end of the applicable periods.
2. REPRESENTATIONS AND WARRANTIES OF RIBOGENE.
RIBOGENE hereby represents and warrants to XXXXXX as follows:
2.1 ORGANIZATION AND STANDING; CERTIFICATE AND BYLAWS. RIBOGENE is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, and has full power and authority to own and operate
its properties and assets and to carry on its business as presently conducted
and as proposed to be conducted. RIBOGENE is qualified as a foreign corporation
to do business in each jurisdiction in the United States in which the ownership
of its property or the conduct of its business requires such qualification,
except where any statutory fines or penalties or any corporate disability
imposed for the failure to qualify would not materially adversely affect
RIBOGENE, its assets, financial condition or operations. True and correct copies
of RIBOGENE's Amended and Restated Certificate of Incorporation and Bylaws
currently in effect have been delivered to ABBOTT.
2.2 AUTHORIZATION. All corporate action on the part of RIBOGENE, its
officers, directors and stockholders necessary for the authorization, execution
and delivery of this Agreement, the performance of all of RIBOGENE's obligations
hereunder, and for the authorization, issuance, sale and delivery of the Shares
has been taken or will be taken prior to Closing. This Agreement, when executed
and delivered, shall constitute a valid and legally binding obligation of
RIBOGENE in accordance with its terms, subject to laws of general application
relating to bankruptcy, insolvency and the relief of debtors, and subject to
general equity principles.
2.3 VALIDITY OF SHARES. The sale of the Shares is not subject to any
preemptive rights or rights of first refusal that have not been waived and, when
issued, sold and delivered in compliance with the provisions of this Agreement,
the Shares will be validly issued, fully paid and non-assessable, and will be
free of any liens or encumbrances created by RIBOGENE; provided, however, that
the Shares may be subject to restrictions on transfer under state and/or federal
securities laws as set forth herein or as otherwise required by such laws at the
time a transfer is proposed.
2.4 OFFERING. Assuming the accuracy of the representations and
warranties of XXXXXX contained in Section 3 hereof, the offer, issue, and sale
of Shares are exempt from the registration and prospectus delivery requirements
of the 1933 Act, and the Shares have been registered or qualified (or are exempt
from registration and qualification) under the registration, permit, or
qualification requirements of all applicable state securities laws.
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2.5 NO CONFLICT; NO VIOLATION. The execution, delivery and
performance of this Agreement and consummation of the transactions contemplated
hereby will not (a) conflict with any provisions of the Amended and Restated
Certificate of Incorporation or Bylaws of RIBOGENE; (b) result in any material
violation or default of, or permit the acceleration of any obligation under (in
each case, upon the giving of notice, the passage of time, or both), any
material mortgage, indenture, lease, agreement or other instrument, permit,
franchise, license, judgment, order, decree, law, ordinance, rule or regulation
applicable to RIBOGENE or its properties.
2.6 CONSENTS AND APPROVALS. All consents, approvals, orders, or
authorizations of, or registrations, qualifications, designations, declarations,
or filings with, any governmental authority, required on the part of RIBOGENE in
connection with the valid execution and delivery of this Agreement, the offer,
sale or issuance of the Shares, or the consummation of any other transaction
contemplated hereby have been obtained, or will be effective at the Closing,
except for notices required or permitted to be filed with certain state and
federal securities commissions after the Closing, which notices will be filed on
a timely basis.
3. REPRESENTATIONS AND WARRANTIES OF XXXXXX.
XXXXXX hereby represents and warrants to RIBOGENE as follows:
3.1 LEGAL POWER. It has the requisite legal power to enter into this
Agreement, to purchase the Shares hereunder, and to carry out and perform its
obligations under the terms of this Agreement.
3.2 DUE EXECUTION. This Agreement has been duly authorized, executed
and delivered by it, and, upon due execution and delivery by RIBOGENE, this
Agreement will be a valid and binding agreement of it.
3.3 INVESTMENT REPRESENTATIONS
(A) It is acquiring the Shares for its own account, not as
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 1933 Act.
(B) It understands that (i) the Shares have not been registered
under the 1933 Act by reason of a specific exemption therefrom, that they must
be held by it indefinitely, and that it must, therefore, bear the economic risk
of such investment indefinitely, unless a subsequent disposition thereof is
registered under the 1933 Act or is exempt from such registration; (ii) each
certificate representing the Shares will be endorsed with the following legend:
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) PURSUANT
TO SEC RULE 144 OR (B) THERE IS AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT COVERING SUCH SECURITIES OR (C) RIBOGENE, INC.
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RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES
REASONABLY SATISFACTORY TO RIBOGENE, INC., STATING THAT SUCH SALE,
TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT."
and (iii) RIBOGENE will instruct any transfer agent not to register the transfer
of any of the Shares unless the conditions specified in the foregoing legend are
satisfied.
XXXXXX shall have the right to demand removal of the foregoing legend
with respect to any or all of the Shares if, in the opinion of counsel to
RIBOGENE, removal of such legend is permitted by the rules and regulations of
the SEC.
(C) It has been furnished with such materials and has been given
access to such information relating to RIBOGENE as it or its qualified
representative has requested and it has been afforded the opportunity to ask
questions regarding RIBOGENE and the Shares, all as it has found necessary to
make an informed investment decision.
(D) It is an "accredited investor" within the meaning of
Regulation D under the 1933 Act.
(E) It was not formed for the specific purpose of acquiring the
Shares offered hereunder.
4. REGISTRATION OF SHARES AND INITIAL SHARES.
4.1 REGISTRATION. The registration rights provided herein are without
prejudice to the registration rights contained in the Series E Purchase
Agreement and pertinent exhibits thereto, as amended. The term "Registrable
Shares" means the Shares and the Initial Shares. If RIBOGENE shall receive at
any time after the one year anniversary of the Closing Date a written request
from XXXXXx covering the Registrable Shares then outstanding that RIBOGENE file
a registration statement under the 1933 Act, then RIBOGENE shall file as soon as
practicable, and in any event within thirty (30) days of the receipt of such
request, a registration statement with the SEC (the "Registration") under the
1933 Act covering all Registrable Shares which Xxxxxx requests to be registered.
In connection with such Registration RIBOGENE will:
(A) promptly give written notice of the proposed Registration,
and any related qualification or compliance, to XXXXXX; and
(B) as soon as practicable, effect such Registration and all
such qualifications and compliances as may be so requested and as would permit
or facilitate the sale and distribution of all of XXXXXX'x Shares; provided,
however, that RIBOGENE shall not be obligated to effect any such Registration,
qualification or compliance pursuant to this Section 4:
(i) if RIBOGENE shall furnish to XXXXXX a certificate signed
by the Chairman of the Board of Directors of RIBOGENE stating that in the good
faith judgment of the Board of Directors of RIBOGENE, it would be seriously
detrimental to RIBOGENE and its stockholders for such Registration to be
effected at such time, in which event RIBOGENE shall
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have the right to defer the filing of the registration statement for a period of
not more than ninety (90) days; provided, that such right to delay shall be
exercised by RIBOGENE not more than once in any twelve (12) month period, or
(ii) in any particular jurisdiction in which RIBOGENE would
be required to qualify to do business or to execute a general consent to service
of process in effecting such Registration, qualification or compliance.
(C) XXXXXX hereby covenants that prior to the first anniversary
of the Closing, it shall not exercise its registration rights under Section 3 of
that certain Tenth Amended and Restated Rights Agreement, dated March 23, 1998.
4.2 EXPENSES OF REGISTRATION. Except as specifically provided herein,
all expenses incurred in connection with a Registration, qualification or
compliance pursuant to this Section 4 ("Registration Expenses") shall be borne
by RIBOGENE. All underwriting discounts and selling commissions applicable to
such Registration shall be borne by XXXXXX. RIBOGENE shall not, however, be
required to pay for expenses of any Registration proceeding begun pursuant to
this Section 4 which has been subsequently withdrawn at the request of XXXXXX
unless the withdrawal is based upon material adverse information concerning
RIBOGENE of which XXXXXX was not aware at the time such Registration was
initiated.
4.3 OBLIGATIONS OF RIBOGENE. When required to effect the Registration
of the Shares, RIBOGENE shall, as expeditiously as reasonably possible:
(A) Prepare and file with the SEC a registration statement with
respect to such Registrable Shares and use all reasonable efforts to cause such
registration statement to become effective, and keep such registration statement
effective until ABBOTT has completed the distribution related thereto.
(B) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the 1933 Act with respect to the disposition of the Registrable
Shares covered by such registration statement for the period set forth in
paragraph (a) above.
(C) Furnish to XXXXXX such number of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
1933 Act, and such other documents as they may reasonably request in order to
facilitate the disposition of the Registrable Shares then owned by them.
(D) Use its reasonable best efforts to register and qualify the
Registrable Shares covered by such registration statement under such other
securities or Blue Sky laws of such jurisdictions as shall be reasonably
requested by XXXXXX; provided that RIBOGENE shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or jurisdictions.
(E) In the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual and
customary form, with the
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managing underwriter(s) of such offering. Should XXXXXX participate in such
underwriting, XXXXXX shall also enter into and perform its obligations under
such an agreement.
(F) Notify XXXXXX of the happening of any event as a result of
which the prospectus included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances then existing.
(G) Use its best efforts to furnish, on the date that such
Registrable Shares are delivered to the underwriters for sale, if such
Registrable Shares are being sold through underwriters, (i) an opinion, dated as
of such date, of the counsel representing RIBOGENE for the purposes of such
Registration, in form and substance as is customarily given to underwriters in
an underwritten public offering, addressed to the underwriters, if any, and (ii)
a letter dated as of such date, from the independent certified public
accountants of RIBOGENE, in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten
public offering addressed to the underwriters.
4.4 DELAY OF REGISTRATION; FURNISHING INFORMATION.
(A) XXXXXX shall not have any right to obtain or seek an
injunction restraining or otherwise delaying any such Registration as the result
of any controversy that might arise with respect to the interpretation or
implementation of this Section 4.
(B) It shall be a condition precedent to the obligations of
RIBOGENE to take any action pursuant to this Section 4 that XXXXXX shall furnish
to RIBOGENE such information regarding themselves, the Shares held by them and
the intended method of disposition of such Shares as shall be required to effect
the registration of the Shares.
5. CONDITIONS TO CLOSING.
5.1 CONDITIONS TO OBLIGATIONS OF XXXXXX. XXXXXX'x obligation to
purchase the Shares at the Closing is subject to the fulfillment, at or prior to
the Closing, of all of the following conditions:
(A) REPRESENTATIONS AND WARRANTIES TRUE; PERFORMANCE OF
OBLIGATIONS. The representations and warranties made by RIBOGENE in Section 2
hereof shall be true and correct in all material respects on the date of the
Closing with the same force and effect as if they had been made on and as of
said date; and RIBOGENE shall have performed all obligations and conditions
herein required to be performed by it on or prior to the Closing.
(B) COMPLETION OF INITIAL PUBLIC OFFERING. The Company shall
have completed its Initial Public Offering.
(C) QUALIFICATIONS, LEGAL INVESTMENT. All authorizations,
approvals, or permits, if any, of any governmental authority or regulatory body
of the United States or of any state that are required in connection with the
lawful sale and issuance of the Shares pursuant to this Agreement shall have
been duly obtained and shall be effective on and as of the Closing.
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No stop order or other order enjoining the sale of the Shares shall have been
issued and no proceedings for such purpose shall be pending or, to the knowledge
of RIBOGENE, threatened by the SEC or any commissioner of corporations or
similar officer of any other state having jurisdiction over this transaction. At
the time of the Closing, the sale and issuance of the Shares shall be legally
permitted by all laws and regulations to which XXXXXX and RIBOGENE are subject.
(D) CERTIFICATE. The Chief Executive Officer of RIBOGENE shall
have delivered to XXXXXX a certificate certifying that the aggregate Price to
Public is not less than $20,000,000 (inclusive of the Shares) as specified in
Section 9 of the Series E Purchase Agreement and that the representations and
warranties set forth in Section 2 hereof are true and correct, with the same
force and effect as if they had been made on the Closing Date.
(E) OPINION OF COUNSEL. Counsel for RIBOGENE shall have
delivered to XXXXXX an opinion, dated the Closing Date, substantially to the
effect that, on the basis of facts and representation set forth in such opinion
or set forth in writing elsewhere and referred to therein:
(i) RIBOGENE has been duly incorporated and is a validly
existing corporation in good standing under the laws of the State of Delaware,
with corporate power and authority to own its properties and conduct its
business as described in Section 2.1 hereof.
(ii) RIBOGENE has corporate power to enter into and perform
its obligations under this Agreement.
(iii) The Shares have been duly authorized and validly
issued and are fully paid and non-assessable and, to the best of their knowledge
and information, have not been issued in violation of or are not otherwise
subject to any preemptive rights or other similar rights.
(iv) Assuming the accuracy of the representations and
warranties of XXXXXX contained in Section 3, hereof, the offer, issue and sale
of the Shares will be exempt from the registration and prospectus delivery
requirements of the 1933 Act, and the Shares have been registered or qualified
(or are exempt from registration and qualification) under the registration,
permit, or qualification requirements of all applicable state securities laws.
(v) The form of certificate used to evidence the Shares is
in due and proper form and complies with all applicable statutory requirements.
5.2 CONDITIONS TO OBLIGATIONS OF RIBOGENE. RIBOGENE's obligation to
issue and sell the Shares at the Closing is subject to the fulfillment to
RIBOGENE's satisfaction, on or prior to the Closing, of the following
conditions:
(A) REPRESENTATIONS AND WARRANTIES TRUE. The representations and
warranties made by XXXXXX in Section 3 hereof shall be true and correct at the
date of the Closing, with the same force and effect as if they had been made on
and as of said date.
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(B) PERFORMANCE OF OBLIGATIONS. XXXXXX shall have performed and
complied with all agreements and conditions herein required to be performed or
complied with by it on or before the Closing.
(C) QUALIFICATIONS, LEGAL INVESTMENT. All authorizations,
approvals, or permits, if any, of any governmental authority or regulatory body
of the United States or of any state that are required in connection with the
lawful sale and issuance of the Shares pursuant to this Agreement shall have
been duly obtained and shall be effective on and as of the Closing. No stop
order or other order enjoining the sale of the Shares shall have been issued and
no proceedings for such purpose shall be pending or, to the knowledge of
RIBOGENE, threatened by the SEC or any commissioner of corporations or similar
officer of any state having jurisdiction over this transaction. At the time of
the Closing, the sale and issuance of the Shares shall be legally permitted by
all laws and regulations to which XXXXXX and RIBOGENE are subject.
6. MISCELLANEOUS.
6.1 GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of the State of Delaware as applied to agreements among Delaware
residents, made and to be performed entirely within the State of Delaware.
6.2 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors, and administrators of the
parties hereto.
6.3 ENTIRE AGREEMENT. This Agreement and any other documents
delivered pursuant hereto constitute the full and entire understanding and
agreement among the parties with regard to the subjects hereof, and no party
shall be liable or bound to any other party in any manner by any
representations, warranties, covenants, or agreements except as specifically set
forth herein or therein. Nothing in this Agreement, express or implied, is
intended to confer upon any party, other than the parties hereto and their
respective successors and assigns, any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
herein.
6.4 SEVERABILITY. In case any provision of this Agreement shall be
invalid, illegal, or unenforceable, it shall, to the extent practicable, be
modified so as to make it valid, legal and enforceable and to retain as nearly
as practicable the intent of the parties, and the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
6.5 AMENDMENT AND WAIVER. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular instance, either retroactively or prospectively, and either
for a specified period of time or indefinitely), with the written consent of
RIBOGENE and XXXXXX. Any amendment or waiver effected in accordance with this
Section shall be binding upon XXXXXX, each future holder of the Shares, and
RIBOGENE.
6.6 DELAYS OR OMISSIONS. No delay or omission to exercise any right,
power, or remedy accruing to XXXXXX or any subsequent holder of any Shares upon
any breach, default
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or noncompliance of RIBOGENE under this Agreement, shall impair any such right,
power, or remedy, nor shall it be construed to be a waiver of any such breach,
default or noncompliance, or any acquiescence therein, or of any similar breach,
default or noncompliance thereafter occurring. It is further agreed that any
waiver, permit, consent, or approval of any kind or character on XXXXXX'x part
of any breach, default or noncompliance under this Agreement or any waiver on
XXXXXX'x part of any provisions or conditions of this Agreement must be in
writing and shall be effective only to the extent specifically set forth in such
writing, and that all remedies, either under this Agreement, by law, or
otherwise afforded to XXXXXX, shall be cumulative and not alternative.
6.7 NOTICES, ETC. All notices and other communications required or
permitted hereunder shall be in writing and shall be deemed effectively given
(a) upon personal delivery, (b) on report of successful transmission by
facsimile machine that automatically generates a printed report indicating
whether transmission was completed successfully, at the conclusion of each
transmission, (c) on the first business day after receipted delivery to a
courier service which guarantees next business-day delivery, under circumstances
in which such guaranty is applicable, or (d) on the earlier of delivery or five
(5) business days after mailing by United States certified by mail, postage and
fees prepaid, to the appropriate party at the address set forth below or to such
other address as the part so notifies the other in writing:
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(A) if to RIBOGENE, to:
RIBOGENE, INC.
00000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
Attention: President and Chief Executive Officer
with a copy to:
COOLEY GODWARD LLP
5 Palo Alto Square, 4th Floor
0000 Xx Xxxxxx Xxxx
Xxxx Xxxx, XX 00000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx, Esq.
(B) if to ABBOTT, to:
XXXXXX LABORATORIES
000 Xxxxxx Xxxx Xxxx
Xxxxxx Xxxx, XX 00000-0000
Facsimile: (000) 000-0000
Attention: President, Pharmaceutical Products Division
with a copy to:
XXXXXX LABORATORIES
000 Xxxxxx Xxxx Xxxx
Xxxxxx Xxxx, XX 00000-0000
Facsimile: (000) 000-0000
Attention: General Counsel
Notwithstanding the foregoing, all notices and other communications to an
address outside of the United States shall be sent by telecopy and confirmed in
writing to be sent by first class mail.
6.8 TITLES AND SUBTITLES. The titles of the sections and subsections
of this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
6.9 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.
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The foregoing Agreement is hereby executed as of the date first above
written.
RIBOGENE, INC. XXXXXX LABORATORIES
By: By:
--------------------------------- ---------------------------------
Printed Name: Printed Name:
----------------------- -----------------------
Title: Title:
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