Exhibit 4.8
SHARE PURCHASE AGREEMENT entered into as of July 16, 2003.
BETWEEN : XXXXXXXX XXXXXX, businessman, residing at 000 XxxXxxxxx,
Xxxxxxxx, Xxxxxx, X0X 0X0
(the "VENDOR")
AND : DRAXIS PHARMA INC., a corporation duly incorporated under
the laws of Canada, having its principal place of business
at 00000 XxxxxXxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxx, X0X 0X0,
acting and represented by Xxxx Xxxxxx, its President, duly
authorized as he so declares
(the "PURCHASER")
WHEREAS Vendor is the owner of 101,425 common shares (the "PURCHASED
SHARES") in the share capital of the Purchaser;
AND WHEREAS the Vendor desires to transfer to the Purchaser, and the
Purchaser desires to purchase from the Vendor for cancellation, all of Vendor's
right, title and interest in the Purchased Shares, subject to the terms and
conditions set forth herein;
NOW THEREFORE, the parties hereto hereby covenant and agree as follows:
1. PREAMBLE
The preamble is an integral part of this Agreement.
2. PURCHASE AND SALE
2.1 The Vendor hereby transfers, assigns, grants and conveys to the Purchaser,
and the Purchaser hereby purchases from the Vendor, all of Vendor's right,
title and interest in the Purchased Shares.
2.2 The purchase price for the Vendor's right, title and interest in the
Purchased Shares (the "PURCHASE PRICE") shall be $152,137.50.
2.3 The Vendor hereby acknowledges that the Purchaser loaned it an amount of
$88,376.80 to subscribe to the Purchased Shares (the "LOAN").
2.4 The Vendor acknowledges that as of this date the outstanding amount of the
Loan is $83,376.00 and that he hereby agrees that said amount will be
deducted by the Purchaser from the Purchase Price in full and complete
payment of the Loan. Accordingly, the Vendor hereby instructs the Purchaser
to pay to the Vendor the net amount of $68,761.50.
2.5 The Purchaser acknowledges that the pledges of the Purchased Shares are
released as a consequence of the payment provided in Section 2.4.
3. REPRESENTATIONS AND WARRANTIES
3.1 The Vendor represents and warrants to the Purchaser:
3.1.1 The Vendor owns the Purchased Shares by good and valid title, free
and clear of any hypothec, priority, surety, charge, assignment,
option, claim or other third party right, save and except for the
pledges in favour of the Purchaser; and
3.1.2 The Vendor is not a non-resident person within the meaning of
section 116 of the INCOME TAX ACT (Canada).
3.2 The Purchaser represents and warrants to the Vendor:
3.2.1 The Purchaser is not a non-resident person within the meaning of
section 116 of the INCOME TAX ACT (Canada), and
3.2.2 The Purchaser has all necessary power and authority to acquire the
Purchased Shares from the Vendor according to the terms of this
Agreement, without any other restriction or condition.
3.3 Except as expressly provided in this Section 3, the Purchased Shares are
transferred without any other representation or warranty whatsoever.
4. GENERAL
4.1 Any notice or other communication required or permitted to be given herein
to any party shall be in writing and shall be given by facsimile or other
means of electronic communication or by hand-delivery as hereinafter
provided if followed by a copy sent via messenger. Any such notice or other
communication, if sent by facsimile or other means of electronic
communication, shall be deemed to have been received on the business day
following the sending, or if delivered by hand, shall be deemed to have
been received at the time it is delivered to the applicable address noted
below either to the individual designated below or to an individual at such
address having apparent authority to accept deliveries on behalf of the
addressee. Notice of change of address shall also be governed by this
section. Notice and other communications shall be addressed as follows :
4.1.1 if to the Vendor :
Xxxxxxxx Xxxxxx
000 XxxXxxxxx
Xxxxxxxx, Xxxxxx
X0X 0X0
4.1.2 if to the Purchaser :
00000 XxxxxXxxxxx Xxxxxxx
Xxxxxxxx, Xxxxxx
X0X 0X0
Facsimile: (000) 000-0000
Attention: The President
A party may at any time change its address for service from time to time by
giving notice to the other party in accordance with this Sub-section 4.1.
4.2 This Agreement shall be governed by and construed in accordance with the
laws of the Province of Quebec and the laws of Canada applicable therein.
4.3 The division of this Agreement into sections and subsections are for
convenience of reference only and shall not affect the interpretation or
construction of this Agreement.
4.4 The Purchaser and the Vendor shall from time to time execute and deliver
all such further documents and instruments and do all acts and things as
the other party may reasonably require to effectively carry out or better
evidence or perfect the full intent and meaning of this Agreement.
4.5 This Agreement constitutes the entire Agreement between the parties with
respect to all of the matters herein.
4.6 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors, assigns and legal
representatives.
4.7 The parties hereto have expressly required that this Agreement and all
documents related thereto be drafted in English. Les parties aux presentes
on expressement exige que la present entent et les documents s'y rapportant
soient rediges en anglais.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of
the date first hereinabove written.
DRAXIS PHARMA INC.
/s/ Xxxxxxxx Xxxxxx Per: /s/ Xxxx Xxxxxx
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XXXXXXXX XXXXXX President
