EXHIBIT 10.53
FORM OF STOCK PURCHASE AGREEMENT
This agreement is dated November 8, 2002 between
_________________ ("Purchaser"), and ARIAD Pharmaceuticals, Inc. ("Company"),
whereby the parties agree as follows:
The Purchaser shall buy and the Company agrees to sell ___________
shares ("Shares") of the Company's Common Stock at a price of $2.75 per share
for a total amount of $____________. The Shares have been registered on a
registration statement on Form S-3, File No. 333-63708, which was declared
effective by the Securities and Exchange Commission on August 1, 2001 and which
has 2,572,288 shares of Common Stock registered and remaining to be issued
thereunder. A preliminary Prospectus Supplement has been prepared regarding the
sale of the Shares, which will be delivered prior to funding and a final
Prospectus Supplement will be delivered promptly after funding. The Shares are
free of restrictive legends and are free of any resale restrictions.
The purchase of the Shares, and any other sales of shares by the
Company that might be considered to be part of the same financing, shall be
subject to the stockholder approval rules of the Nasdaq Stock Market, including,
but not limited to, stockholder approvals required by Marketplace Rule 4350(i)
and related provisions.
The Purchaser represents and warrants to the Company:
(a) The Purchaser is a corporation or other legal entity duly
organized, validly existing and in good standing under the laws of
_______________.
(b) The Purchaser has the requisite corporate (or other entity) power
and authority to enter into and perform this Agreement and to purchase the
Shares in accordance with the terms hereof.
(c) In making its investment decision in this offering, the Purchaser
and its advisors, if any, have relied solely on the Company's public filings as
filed with the Securities and Exchange Commission.
The Purchaser shall wire the purchase amount to the Company to the
account set forth below.
COMPANY WIRE TRANSFER INSTRUCTIONS:
Fleet Boston
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
ABA # 000-000-000
Operating Account # 00000000
2
The Company shall cause its transfer agent to transmit the Shares
electronically to the Purchaser by crediting the account set forth below through
the Deposit Withdrawal Agent Commission system.
PURCHASER DWAC INSTRUCTIONS:
AGREED AND ACCEPTED:
ARIAD Pharmaceuticals, Inc.
By:__________________________________
Name:
Title:
PURCHASER:
By:_________________________________
Name:
Title:
