EXHIBIT 10.60
ARIAD GENE THERAPEUTICS, INC.
STOCK TRANSFER AGREEMENT
In consideration of the covenants and agreements set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby mutually acknowledged, the parties hereto covenant and agree as follows:
The undersigned stockholder (the "Stockholder") of ARIAD Gene
Therapeutics, Inc. (the "Company") agrees that, in the event he or she desires
to sell, assign, transfer or otherwise dispose of any of the shares of capital
stock of the Company now held or at anytime hereafter acquired by him or her
(the "Shares") to any person, he or she will notify (the "Notification") the
Company in writing addressed to its principal executive offices of his or her
intention to do so, specifying the amount of Shares proposed to be transferred
(the "Offered Shares"), the name of the person or persons (the "Third Party
Purchaser") to whom he or she proposes to transfer the Offered Shares, and a
price per share which shall be the minimum price per share at which he or she
proposes to effect the transfer (the "Minimum Price"). The Notification shall
contain an affirmation by the Stockholder that such Offered Shares are proposed
to be transferred pursuant to a bona fide written purchase contract and that the
Stockholder has a reasonable expectation of being able to effect the transfer at
the Minimum Price to the Third Party Purchaser, and shall recite the basis for
such expectation. The Notification shall offer to sell to the Company and/or its
designees the Offered Shares, free and clear of any liens or encumbrances in
favor of third persons, at the Minimum Price and on such other terms and
conditions, if any, not less favorable to the Company and its designees as those
proposed to be offered to such Third Party Purchaser. In the event all or any
part of the consideration shall consist of consideration other than cash, the
Minimum Price shall include the fair value of such other consideration as
determined in good faith by the Company's Board of Directors.
The Company and its designees shall have the right to purchase the Offered
Shares in accordance with the terms contained herein. The Company shall respond
to the offer of the Stockholder within 30 days after receipt of the
Notification. If the Company does not accept the offer of the Offered Shares in
its entirety, the Stockholder shall be free to proceed to sell all, but not less
than all, of the Offered Shares to the Third Party Purchaser specified in the
Notification at not less than the Minimum Price. At least two business days
prior to the closing of the purchase of the Offered Shares by the Third Party
Purchaser (the "Third Party Closing"), the Stockholder shall deliver to the
Company a certificate executed by the Third Party Purchaser stating that (i) the
terms and conditions set forth in the Notification have been approved by the
Third Party Purchaser's board of directors (or the equivalent governing body if
the Third Party Purchaser is not a corporation), if applicable, (ii) the Third
Party Purchaser is aware of the rights of the Company contained in this
Agreement, and (iii) upon consummation of the Third Party Closing, the Third
Party Purchaser shall become a party to this Agreement and agree to be bound by
the terms and conditions hereof.
If the Stockholder fails to complete his or her proposed sale within a
period of 60 days after the earlier to occur of (i) the date of rejection by the
Company of the offer contained in the Notification, or (ii) the date that is 30
days after the date of receipt by the Company of the Notification (the "Offer
Expiration Date"), then the Offered Shares shall once again be subject to the
requirements of a prior offer to the Company pursuant to the provisions of this
Agreement.
In the event the Company and its designees shall elect to purchase or
acquire all of the Offered Shares, written notice (the "Acceptance") to the
Stockholder of such election to purchase or so acquire all of the Offered Shares
shall, when taken in conjunction with the Notification, be deemed to constitute
a valid and legally binding purchase and sale agreement.
The closing of a purchase and sale of the Offered Shares pursuant hereto
shall take place at the principal executive offices of the Company on the 30th
day following the Offer Expiration at which time the Stockholder shall deliver
the stock certificate or certificates representing the Offered Shares so sold
(duly endorsed or accompanied by a duly executed stock power or assignment to
effect transfer of ownership to the purchaser or purchasers on the records of
the Company) against the Stockholder's receipt of payment of the Minimum Price
by certified check, bank cashier's check or wire transfer.
The Stockholder acknowledges that the Company shall be authorized to (i)
affix a legend referencing this Agreement on each certificate representing
Shares issued to the Stockholder, and (ii) impose stop transfer orders with the
Company's transfer agent.
The provisions of this Agreement shall not apply to the transfer of
Offered Shares by the Stockholder to (i) the heirs, executors or legal
representatives of the Stockholder, (ii) the members of the immediate family of
the Stockholder, or (iii) the trustees of an inter vivos or testamentary trust
for the benefit of members of immediate family of the Stockholder, provided
that, in each such case, such transferee shall become a party to this Agreement
and agree to be bound by the terms and conditions hereof.
IN WITNESS WHEREOF, this Agreement has been executed on behalf of each of
the Stockholder and the Company on this 17th day of January 2004.
STOCKHOLDER
See Exhibit A
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Name:
ARIAD GENE THERAPEUTICS, INC.
By: /s/ Xxxxxx Xxxxxxx
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Title: Secretary
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EXHIBIT A TO STOCK TRANSFER AGREEMENT
LIST OF SIGNING STOCKHOLDERS
Xxxxxx X. Xxxxxxxx, M.D.
Xxxxxx X. Xxxxxxxxx, Ph.D.
Xxxxx Xxxxxxxxx, Ph.X.
X. Xxxxxxx Xxxxxx, M.D.
Xxxxx X. Xxxxxxx, M.D.
Xxxxxx X. Xxxxxx, M.D.
Xxx X. XxXxxxxx
Xxxx X. Xxxxxxxx, Ph.D.
Xxxxx X. Xxxxxxxx, Esq.
Xxxxxxx Xxxxxxx, Ph.D.
