EXHIBIT 10.54
BUY OUT AGREEMENT
This Buy Out Agreement (the "AGREEMENT") is made as of the ninth day
of September, 1996, between Cortech, Inc., a Delaware corporation having its
principal place of business at 0000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxxxxx 00000
("CORTECH") and Hoechst Xxxxxx Xxxxxxx, Inc., a Delaware corporation having
its principal place of business at 0000 Xxxx Xxxxxxx, Xxxxxx Xxxx, Xxxxxxxx
00000 ("HMRI"), as successor in interest to Xxxxxx Laboratories, Inc.
WHEREAS, Cortech and HMRI are parties to the Stock Purchase Agreement
dated as of February 29, 1988 (the "PURCHASE AGREEMENT");
WHEREAS, pursuant to Sections 6.03 and 6.04 of the Purchase Agreement
Cortech granted HMRI a right of first offer with respect to certain rights to
new products, technologies and therapeutic applications which may result from
Cortech's research and development activities (the "RIGHT OF FIRST OFFER");
WHEREAS, Cortech and HMRI desire to terminate the Right of First
Offer and to finally and fully compromise, settle and discharge all claims,
controversies, demands, actions or causes of action which HMRI may have or
claim to have arising out of or in connection with the Right of First Offer.
AGREEMENT
NOW, THEREFORE, IN CONSIDERATION of the promises and mutual covenants
and agreements herein contained, the parties hereto covenant and agree as
follows:
1. TERMINATION OF RIGHT OF FIRST OFFER. The parties agree that Sections
6.03 and 6.04 of the Purchase Agreement are hereby terminated. All
other provisions of the Purchase Agreement shall remain in full force
and effect.
2. RELEASE. HMRI hereby forever generally and completely
releases and discharges Cortech and its servants, agents, directors,
officers and employees, of and from any and all claims and demands of
every kind and nature, in law, equity or otherwise, known and
unknown, arising out of or in connection with their respective
obligations, activities and/or dealings under the Right of First
Offer at any time prior to the date of this Agreement.
3. CONSIDERATION. As consideration for this Agreement, Cortech hereby
agrees to issue to HMRI 200,000 shares of Cortech Common Stock par
value $.002 per share (the "Shares"). Except as set forth in the next
sentence, HMRI shall have piggyback registration rights with respect
to the Shares on the terms and subject to the conditions set forth in
Section 7.09 of the Purchase Agreement. In the event of a
registration pursuant to subsection (a) thereof in which an
underwriter has determined that inclusion of all shares requested to
be sold by selling security holders would have a material adverse
effect on the offering, the Shares will rank junior in priority to
all shares of Cortech securities for which registration rights have
been granted prior hereto.
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4. ACKNOWLEDGMENT. HMRI acknowledges that it has had access, under
confidentiality, to all material information concerning New Product
Opportunities (as defined in the Purchase Agreement) subject to the
Right of First Offer which it has requested, as well as all current
public information concerning Cortech. HMRI also acknowledges that
it has had the opportunity to, and has to its satisfaction,
questioned and otherwise consulted the officers of Cortech with
respect to the prospects of the New Product Opportunities, and the
value of the Shares. HMRI further acknowledges that the Shares are
being acquired by HMRI for its own account, for investment and not
with a view to resale, and that such Shares have not been registered
under the Securities Act of 1933, as amended, and may not be resold
unless registered under such Act or pursuant to an exemption from
such registration.
5. MISCELLANEOUS.
a) ENTIRE AGREEMENT. This Agreement and the exhibits attached
hereto contain the entire agreement between the parties
hereto and constitute the complete, final and exclusive
embodiment of their agreement with respect to the subject
matter hereof. The terms of this Agreement are contractual
and not a mere recital. This Agreement is executed without
reliance upon any promise, warranty or representation by any
party or any representative of any party other than those
expressly contained herein, and each party has carefully read
this Agreement, has been advised of its meaning and
consequences by his or its respective attorney, and signs the
same of its own free will.
b) ASSIGNMENT. Any unauthorized assignment of this Agreement is
void. This Agreement shall bind the heirs, personal
representatives, successors and assigns of each party, and
inure to the benefit of each party, its agents, directors,
officers, employees, servants, successors and assigns.
c) EXPENSES. Each party to this Agreement will bear its own costs,
expenses, and attorney's fees, whether taxable or otherwise,
incurred in or arising out of or in any way related to the
matters released herein.
d) CHOICE OF LAW. This Agreement shall be deemed to have been
entered into and shall be construed and enforced in
accordance with the laws of the State of Colorado as applied
to contracts made and to be performed entirely within
Colorado.
e) COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly authorized and caused this
Agreement to be executed on the date first above written.
CORTECH, INC. HOECHST XXXXXX XXXXXXX, INC.
By: /s/ XXXXXXX XXXX By: /s/ XXXXX X. XXXXXXX, M.D.
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Title: President and CEO Title: Executive Vice President
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