Exhibit 2
SUBSCRIPTION AGREEMENT
(NON-U.S. INVESTOR)
Hybridon, Inc.
000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Gentlemen:
1. SUBSCRIPTION. The undersigned (the "PURCHASER"), intending to
be legally bound, hereby irrevocably agrees to purchase from Hybridon, Inc. (the
"COMPANY") the number of units (the "Units") set forth on the signature page
hereof at a purchase price of U.S. $250,000 per Unit. Each Unit consists of
shares of the Company's common stock, par value U.S. $.001 per share ("COMMON
STOCK") and warrants ("WARRANTS") to purchase shares of Common Stock. This
subscription is submitted to you in accordance with and subject to the terms and
conditions described in this Subscription Agreement and the Confidential Private
Placement Memorandum of the Company dated July 22, 2003, as amended or
supplemented from time to time, including all attachments, annexes, schedules
and exhibits thereto (the "MEMORANDUM"), relating to the offering by the Company
of a minimum of 40 Units (the "MINIMUM AMOUNT") and a maximum of 80 Units (the
"OFFERING").
The terms of the Offering are more completely described in the
Memorandum and such terms are incorporated herein in their entirety. Certain
capitalized terms used but not otherwise defined herein shall have the
respective meanings provided in the Memorandum.
2. PAYMENT. The Purchaser agrees to make payment of the full
amount of the purchase price of the Units being subscribed for by wire transfer
payment at the time and in accordance with the directions of the Company. To
request wire transfer instructions, please contact _______________________,
telephone no. (___) ________. Such funds will be held for the Purchaser's
benefit, and will be returned promptly, without interest, penalty, expense or
deduction if this Subscription Agreement is not accepted by the Company, the
Offering expires or is terminated pursuant to its terms or by the Company, or
the Minimum Amount of Units is not sold. Together with the check for, or wire
transfer of, the full purchase price, the Purchaser is delivering two completed
and executed Omnibus Signature Pages to this Subscription Agreement and the
Registration Rights Agreement.
3. CLOSING. The Company and its agents may continue to offer and
sell the Units and conduct additional closings (each, a "CLOSING") for the sale
of additional Units after the closing of the sale of the Minimum Amount of Units
(the "First Closing") and until the expiration or termination of the Offering.
4. ACCEPTANCE OF SUBSCRIPTION. The Purchaser understands and
agrees that the Company in its sole discretion reserves the right to accept or
reject this or any other subscription for Units, in whole or in part,
notwithstanding prior receipt by the Purchaser of notice of acceptance of this
subscription. The Company shall have no obligation hereunder until the Company
shall execute and deliver to the Purchaser an executed copy of this Subscription
Agreement. If this subscription is rejected in whole, or the Offering expires or
is terminated or the Minimum Amount is not raised, all funds received from the
Purchaser will be returned without interest, penalty, expense or deduction, and
this Subscription Agreement shall thereafter be of no further force or effect.
If this subscription is rejected in part, the funds for the rejected portion of
this subscription will be returned without interest, penalty, expense or
deduction, and this Subscription Agreement will continue in full force and
effect to the extent this subscription was accepted.
5. REPRESENTATIONS AND WARRANTIES. The Purchaser hereby
acknowledges, represents, warrants, and agrees as follows:
(a) Neither the shares of Common Stock, the Warrants or
the shares of Common Stock issuable upon exercise of the Warrants offered
pursuant to the Memorandum are registered under the U.S. Securities Act of 1933,
as amended (the "SECURITIES ACT"), or under any applicable securities laws of
any U.S. state or foreign jurisdiction. The Purchaser understands that the
offering and sale of the Units is intended to be exempt from registration under
the Securities Act, by virtue of Section 4(2) thereof and the provisions of
Regulation D promulgated thereunder, and outside the United States in accordance
with Regulation S under the Securities Act ("REGULATION S"), based, in part,
upon the representations, warranties and agreements of the Purchaser contained
in this Subscription Agreement;
(b) The Purchaser and the Purchaser's attorney,
accountant, purchaser representative and/or tax advisor, if any (collectively,
the "ADVISORS"), have received the Memorandum and all other documents requested
by the Purchaser and the Advisors, if any, have carefully reviewed them and
understand the information contained therein prior to the execution of this
Subscription Agreement;
(c) None of the U.S. Securities and Exchange Commission,
any state securities commission or any other regulatory authority (foreign or
otherwise) has approved the Units or any of the shares of Common Stock, the
Warrants or the shares of Common Stock issuable upon exercise of the Warrants,
or passed upon or endorsed the merits of the Offering or confirmed the accuracy
or determined the adequacy of the Memorandum. The Memorandum has not been
reviewed by any U.S. Federal, state or other regulatory authority (foreign or
otherwise);
(d) All documents, records, and books of the Company
pertaining to the investment in the Units (including, without limitation, the
Memorandum) have been made available for inspection by the Purchaser and the
Advisors, if any;
(e) The Purchaser and the Advisors, if any, have had a
reasonable opportunity to ask questions of and receive answers from a person or
persons acting on behalf of the Company concerning the Offering and the
business, financial condition, results of operations and prospects of the
Company, and all such questions have been answered to the full satisfaction of
the Purchaser and the Advisors, if any;
(f) In evaluating the suitability of an investment in the
Company, the Purchaser has not relied upon any representation or other
information (oral or written) other than as stated in the Memorandum or as
contained in documents or answers to questions so furnished to the Purchaser or
the Advisors, if any, by the Company;
(g) The Purchaser is unaware of, is no way relying on,
and did not become aware of the Offering through or as a result of, any form of
general solicitation or general advertising including, without limitation, any
article, notice, advertisement or other communication published in any
newspaper, magazine or similar media or broadcast over television, radio or over
the Internet, in connection with the offering and sale of the Units and is not
subscribing for Units and did not become aware of the Offering through or as a
result of any seminar or meeting to which
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the Purchaser was invited by, or any solicitation of a subscription by, a person
not previously known to the Purchaser in connection with investments in
securities generally;
(h) The Purchaser has taken no action which would give
rise to any claim by any person for brokerage commissions, finders' fees or the
like relating to this Subscription Agreement or the transactions contemplated
hereby (other than commissions to be paid by the Company to its agents or as
otherwise described in the Memorandum);
(i) The Purchaser, either alone or together with its
Advisor(s), if any, have such knowledge and experience in financial, tax, and
business matters, and, in particular, investments in securities, so as to enable
them to utilize the information made available to them in connection with the
Offering to evaluate the merits and risks of an investment in the Units and the
Company and to make an informed investment decision with respect thereto.;
(j) The Purchaser is not relying on the Company, or any
of its agents or any of their respective employees or agents with respect to the
legal, tax, economic and related considerations of an investment in the Units,
and the Purchaser has relied on the advice of, or has consulted with, only his
own Advisors;
(k) The Purchaser is acquiring the Units solely for such
Purchaser's own account for investment and not with a view to resale or
distribution thereof, in whole or in part. Except for arrangements with
shareholders of the Purchaser as provided in the organizational documents of the
Purchaser, the Purchaser has no agreement or arrangement, formal or informal,
with any person to sell or transfer all or any part of the Units, the shares of
Common Stock, the Warrants or the shares of Common Stock issuable upon exercise
of the Warrants, and the Purchaser has no plans to enter into any such agreement
or arrangement;
(l) The purchase of Units represents high risk capital
and the Purchaser is able to afford an investment in a speculative venture
having the risks and objectives of the Company. The Purchaser must bear the
substantial economic risks of the investment in the Units indefinitely because
none of the securities included in the Units may be sold, hypothecated or
otherwise disposed of unless (i) such securities are subsequently registered
under the Securities Act, (ii) an exemption from such registration is available
in a transaction not subject to the registration requirements of the Securities
Act or (iii) in accordance with Regulation S. Legends shall be placed on the
securities included in the Units to the effect (A) that they have not been
registered under the Securities Act, (B) that transfer is prohibited except in
accordance with the provisions of Regulation S, pursuant to registration under
the Securities Act or pursuant to an available exemption from registration and
(C) that hedging transactions involving those securities may not be conducted
unless in compliance with the Securities Act. Appropriate notations thereof will
be made in the Company's stock books, and the Company shall refuse to register
any transfer of securities not made in accordance with the foregoing. Stop
transfer instructions will be placed with the transfer agent of the securities
constituting the Units. The Company has agreed that purchasers of the Units will
have, with respect to the shares of Common Stock and the shares of Common Stock
issuable upon exercise of the Warrants, the registration rights described in the
Registration Rights Agreement the form of which is included in the subscription
documents;
(m) The Purchaser has adequate means of providing for
such Purchaser's current financial needs and foreseeable contingencies and has
no need for liquidity of the investment in the Units for an indefinite period of
time;
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(n) The Purchaser is aware that an investment in the
Units involves a number of very significant risks and has carefully read and
considered the matters set forth under the caption "Risks Related to this
Offering" and other risk factors of the Company that are referenced in the
Memorandum;
(o) The Purchaser is not a U.S. person (as defined in
Securities Act Rule 902(k)) and is not acquiring the Units, the shares of Common
Stock, the Warrant or the shares of Common Stock issuable upon exercise of the
Warrant for the account or benefit of any U.S. person.
(p) The Purchaser: (i) if a natural person, represents
that the Purchaser has reached the age of 21 and has full power and authority to
execute and deliver this Subscription Agreement and all other related agreements
or certificates and to carry out the provisions hereof and thereof; (ii) if a
corporation, partnership, or limited liability company or partnership, or
association, joint stock company, trust, unincorporated organization or other
entity, represents that such entity was not formed for the specific purpose of
acquiring the Units, such entity is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, the
consummation of the transactions contemplated hereby is authorized by, and will
not result in a violation of any applicable law or its charter or other
organizational documents, such entity has full power and authority to execute
and deliver this Subscription Agreement and all other related agreements or
certificates and to carry out the provisions hereof and thereof and to purchase
and hold the securities constituting the Units, the execution and delivery of
this Subscription Agreement has been duly authorized by all necessary action,
this Subscription Agreement has been duly executed and delivered on behalf of
such entity and is a legal, valid and binding obligation of such entity; or
(iii) if executing this Subscription Agreement in a representative or fiduciary
capacity, represents that it has full power and authority to execute and deliver
this Subscription Agreement in such capacity and on behalf of the subscribing
individual, xxxx, partnership, trust, estate, corporation, or limited liability
company or partnership, or other entity for whom the Purchaser is executing this
Subscription Agreement, and such individual, partnership, xxxx, trust, estate,
corporation, or limited liability company or partnership, or other entity has
full right and power to perform pursuant to this Subscription Agreement and make
an investment in the Company, and represents that this Subscription Agreement
constitutes a legal, valid and binding obligation of such entity. The execution
and delivery of this Subscription Agreement will not violate or be in conflict
with any order, judgment, injunction, agreement or controlling document to which
the Purchaser is a party or by which it is bound;
(q) The Purchaser and the Advisors, if any, have had the
opportunity to obtain any additional information, to the extent the Company had
such information in its possession or could acquire it without unreasonable
effort or expense, necessary to verify the accuracy of the information contained
in the Memorandum and all documents received or reviewed in connection with the
purchase of the Units and have had the opportunity to have representatives of
the Company provide them with such additional information regarding the terms
and conditions of this particular investment and the financial condition,
results of operations, business and prospects of the Company deemed relevant by
the Purchaser or the Advisors, if any, and all such requested information, to
the extent the Company had such information in its possession or could acquire
it without unreasonable effort or expense, has been provided to the full
satisfaction of the Purchaser and the Advisors, if any;
(r) The Purchaser represents to the Company that any
information which the undersigned has heretofore furnished or is furnishing
herewith to the Company is complete and accurate and may be relied upon by the
Company in determining the availability of an exemption from registration under
U.S. Federal securities laws and the applicable laws of states and foreign
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jurisdictions in connection with the offering of securities as described in the
Memorandum. The Purchaser further represents and warrants that it will notify
and supply corrective information to the Company immediately upon the occurrence
of any change therein occurring prior to the Company's issuance of the
securities contained in the Units;
(s) The Purchaser has significant prior investment
experience, including investment in non-registered securities. The Purchaser has
a sufficient net worth to sustain a loss of its entire investment in the Company
in the event such a loss should occur. The Purchaser's overall commitment to
investments which are not readily marketable is not excessive in view of the
Purchaser's net worth and financial circumstances and the purchase of the Units
will not cause such commitment to become excessive. The investment is a suitable
one for the Purchaser;
(t) The Purchaser is satisfied that the Purchaser has
received adequate information with respect to all matters which it or the
Advisors, if any, consider material to its decision to make this investment;
(u) The Purchaser acknowledges that any estimates or
forward-looking statements or projections included in the Memorandum were
prepared by the Company in good faith, but that the attainment of any such
projections, estimates or forward-looking statements cannot be guaranteed by the
Company and should not be relied upon;
(v) No oral or written representations have been made, or
oral or written information furnished, to the Purchaser or the Advisors, if any,
in connection with the Offering which are in any way inconsistent with the
information contained in the Memorandum;
(w) Within five days after receipt of a request from the
Company, the Purchaser will provide such information and deliver such documents
as may reasonably be necessary to comply with any and all laws and ordinances to
which the Company is subject, including all information regarding the Purchaser
that the Company requests in connection with the registration statement to be
filed pursuant to the Registration Rights Agreement described in the Memorandum;
(x) The Purchaser's substantive relationship with the
Company or its agent through which the Purchaser is subscribing for Units
predates the Company's or such agent's contact with the Purchaser regarding an
investment in the Units;
(y) NONE OF THE SHARES OF COMMON STOCK, THE WARRANTS TO
PURCHASE SHARES OF COMMON STOCK OR THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF THE WARRANTS OFFERED PURSUANT TO THE MEMORANDUM HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OR FOREIGN JURISDICTION AND ARE BEING OFFERED AND SOLD IN
RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH
LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH
LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY
STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY (FOREIGN OR
OTHERWISE), NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED
THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF
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THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL; and
(z) The Purchaser acknowledges that the Units have not
been recommended by the U.S. Securities and Exchange Commission, any state
securities commission or any other regulatory authority (foreign or otherwise).
In making an investment decision, investors must rely on their own examination
of the Company and the terms of the offering, including the merits and risks
involved. Furthermore, the foregoing authorities have not confirmed the accuracy
or determined the adequacy of this Subscription Agreement. Any representation to
the contrary is a criminal offense. The Purchaser will resell the Units, the
shares of Common Stock, the Warrant and the shares of Common Stock issuable upon
exercise of the Warrant only in accordance with (i) the provisions of Regulation
S, (ii) pursuant to an effective registration statement under the Securities
Act, or (iii) pursuant to an available exemption from registration under the
Securities Act; and agrees not to engage in hedging transactions unless in
compliance with the Securities Act. Investors should be aware that they will be
required to bear the financial risks of this investment for an indefinite period
of time.
6. INDEMNIFICATION. The Purchaser agrees to indemnify and hold
harmless the Company and its respective officers, directors, employees, agents,
control persons and affiliates from and against all losses, liabilities, claims,
damages, costs, fees and expenses whatsoever (including, but not limited to, any
and all expenses incurred in investigating, preparing or defending against any
litigation commenced or threatened) based upon or arising out of any actual or
alleged false acknowledgment, representation or warranty, or misrepresentation
or omission to state a material fact, or breach by the Purchaser of any covenant
or agreement made by the Purchaser herein or in any other document delivered in
connection with this Subscription Agreement or the Registration Rights
Agreement.
7. IRREVOCABILITY; BINDING EFFECT. The Purchaser hereby
acknowledges and agrees that the subscription hereunder is irrevocable by the
Purchaser, except as required by applicable law, and that this Subscription
Agreement shall survive the death or disability of the Purchaser and shall be
binding upon and inure to the benefit of the parties and their heirs, executors,
administrators, successors, legal representatives, and permitted assigns. If the
Purchaser is more than one person, the obligations of the Purchaser hereunder
shall be joint and several and the agreements, representations, warranties, and
acknowledgments herein shall be deemed to be made by and be binding upon each
such person and such person's heirs, executors, administrators, successors,
legal representatives, and permitted assigns.
8. MODIFICATION. This Subscription Agreement shall not be
modified or waived except by an instrument in writing signed by the party
against whom any such modification or waiver is sought.
9. NOTICES. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be mailed by
certified mail, return receipt requested, or by a reputable overnight delivery
service or shall be delivered against receipt to the party to whom it is to be
given (a) if to the Company, at the address set forth above, or (b) if to the
Purchaser, at the address set forth on the signature page hereof (or, in either
case, to such other address as the party shall have furnished in writing in
accordance with the provisions of this Section 9). Any notice or other
communication given by certified mail shall be deemed given at the time of
certification thereof and any notice or other communication given by overnight
delivery service shall be deemed given two business days after deposit with the
courier; provided, however, that a notice changing a party's address shall be
deemed given at the time of receipt thereof.
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10. ASSIGNABILITY. This Subscription Agreement and the rights,
interests and obligations hereunder are not transferable or assignable by the
Purchaser and the transfer or assignment of the Units, the shares of Common
Stock, the Warrants or the shares of Common Stock issuable upon exercise of the
Warrants shall be made only in accordance with all applicable laws.
11. APPLICABLE LAW. This Subscription Agreement shall be governed
by and construed in accordance with the laws of the State of New York in the
United States without reference to the principles thereof relating to the
conflict of laws.
12. ARBITRATION. The parties agree to submit all controversies to
arbitration in accordance with the provisions set forth below and understand
that:
(a) Arbitration is final and binding on the parties.
(b) The parties are waiving their right to seek remedies
in court, including the right to a jury trial.
(c) Pre-arbitration discovery is generally more limited
and different from court proceedings.
(d) The arbitrator's award is not required to include
factual findings or legal reasoning and any party's right to appeal or to seek
modification of rulings by arbitrators is strictly limited.
(e) The panel of arbitrators will typically include a
minority of arbitrators who were or are affiliated with the securities industry.
(f) All controversies which may arise between the parties
concerning this Subscription Agreement shall be determined by arbitration
pursuant to the rules then pertaining to the NASD, Inc. (the "NASD") in New York
City, New York. Judgment on any award of any such arbitration may be entered in
the Supreme Court of the State of New York or in any other court having
jurisdiction of the Person or Persons against whom such award is rendered. Any
notice of such arbitration or for the confirmation of any award in any
arbitration shall be sufficient if given in accordance with the provisions of
this Agreement. The parties agree that the determination of the arbitrators
shall be binding and conclusive upon them.
13. BLUE SKY QUALIFICATION. The purchase of Units under this
Subscription Agreement is expressly conditioned upon the exemption from
qualification of the offer and sale of the Units from applicable U.S. Federal
securities laws and the applicable laws of states and foreign jurisdictions. The
Company shall not be required to qualify this transaction under the securities
laws of any jurisdiction and, should qualification be necessary, the Company
shall be released from any and all obligations to maintain its offer, and may
rescind any sale contracted, in the jurisdiction.
14. USE OF PRONOUNS. All pronouns and any variations thereof used
herein shall be deemed to refer to the masculine, feminine, neuter, singular or
plural as the identity of the person or persons referred to may require.
15. CONFIDENTIALITY. The Purchaser acknowledges and agrees that
any information or data the Purchaser has acquired from or about the Company,
not otherwise properly in the public
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domain, was received in confidence. The Purchaser agrees not to divulge,
communicate or disclose, except as may be required by law or for the performance
of this Agreement, or use to the detriment of the Company or for the benefit of
any other person or persons, or misuse in any way, any confidential information
of the Company, including any scientific, technical, trade or business secrets
of the Company and any scientific, technical, trade or business materials that
are treated by the Company as confidential or proprietary, including, but not
limited to, ideas, discoveries, inventions, developments and improvements
belonging to the Company and confidential information obtained by or given to
the Company about or belonging to third parties.
16. MISCELLANEOUS.
(a) This Agreement, together with the Registration Rights
Agreement, constitutes the entire agreement between the Purchaser and the
Company with respect to the subject matter hereof and supersedes all prior oral
or written agreements and understandings, if any, relating to the subject matter
hereof.
(b) The Purchaser's representations and warranties made
in this Agreement shall survive the execution and delivery hereof and delivery
of the shares of Common Stock and Warrants contained in the Units.
(c) Each of the parties hereto shall pay its own fees and
expenses (including the fees of any attorneys, accountants, appraisers or others
engaged by such party) in connection with this Agreement and the transactions
contemplated hereby whether or not the transactions contemplated hereby are
consummated.
(d) This Agreement may be executed in one or more
counterparts each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument.
(e) Each provision of this Subscription Agreement shall
be considered separable and, if for any reason any provision or provisions
hereof are determined to be invalid or contrary to applicable law, such
invalidity or illegality shall not impair the operation of or affect the
remaining portions of this Subscription Agreement.
(f) Paragraph titles are for descriptive purposes only
and shall not control or alter the meaning of this Subscription Agreement as set
forth in the text.
17. OMNIBUS SIGNATURE PAGE. This Subscription Agreement is
intended to be read and construed in conjunction with the Registration Rights
Agreement pertaining to the issuance by the Company of the shares of Common
Stock and Warrants to subscribers pursuant to the Memorandum. Accordingly,
pursuant to the terms and conditions of this Subscription Agreement and such
related agreements it is hereby agreed that the execution by Purchaser of this
Subscription Agreement, in the place set forth herein, shall constitute
agreement to be bound by the terms and conditions hereof and the terms and
conditions of the Registration Rights Agreement, with the same effect as if each
of such separate but related agreement were separately signed.
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HYBRIDON, INC.
OMNIBUS SIGNATURE PAGE TO
SUBSCRIPTION AGREEMENT AND REGISTRATION RIGHTS AGREEMENT
SUBSCRIBER HEREBY ELECTS TO SUBSCRIBE UNDER THE SUBSCRIPTION AGREEMENT FOR A
TOTAL OF ____ UNITS AT A PRICE OF U.S. $250,000 PER UNIT (NOTE: TO BE COMPLETED
BY SUBSCRIBER) AND EXECUTES THE SUBSCRIPTION AGREEMENT AND THE REGISTRATION
RIGHTS AGREEMENT, AGREES TO BE BOUND BY THE TERMS AND CONDITIONS THEREOF AND
AUTHORIZES THIS SIGNATURE PAGE TO BE ATTACHED THERETO.
Date (NOTE: To be completed by subscriber): August 28, 2003
IF THE PURCHASER IS AN INDIVIDUAL (IF PURCHASED AS JOINT TENANTS, AS TENANTS IN
COMMON, OR AS COMMUNITY PROPERTY, EACH OWNER MUST COMPLETE SEPARATE SIGNATURE
PAGE):
____________________________ _____________________________________
Print Name Social Security Number (if applicable)
____________________________ _____________________________________
Signature of Subscriber Signature
____________________________ _____________________________________
Date Address
IF THE PURCHASER IS A PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY OR
TRUST:
Optima Life Sciences Limited
---------------------------- _____________________________________
Name of Partnership, Federal Taxpayer
Corporation, Limited Identification Number (if applicable)
Liability Company or Trust
By: /s/ Youssef El-Zein Isle of Man
------------------------------ -------------------------------------
Name: Youssef El-Zein Jurisdiction of Organization
Title: Director
Xx. Xxxxx'x Xxxxxxxx, 00X Xxxxx Xx.,
August 28, 2003 Xxxxxxx, Isle of Man IM1 1JE
---------------------------------- -------------------------------------
Date Address
ACCEPTED:
HYBRIDON, INC.
By: /s/ Xxxxxxx Xxxxxx
------------------
Name: Xxxxxxx Xxxxxx
Title: Chief Executive Officer
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