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EXHIBIT 10.32
DECODE GENETICS, INC.
COMMON STOCK REPURCHASE AGREEMENT
This Common Stock Repurchase Agreement ("Agreement") is made effective
as of July 12, 1999 by and between deCODE genetics, Inc., a Delaware corporation
(the "Company"), and Xxxx Xxxxxxxxxx (the "Seller").
PRELIMINARY STATEMENTS
A. The Seller is the owner of certain shares of the Company's Common
Stock (the "Common Stock") .
B. The Seller wishes to sell to the Company, and the Company wishes to
purchase from the Seller, 333,333 shares of Common Stock (the "Shares").
NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:
1. SALE AND PURCHASE OF THE SHARES.
1.1 Sale and Purchase. Subject to the terms and conditions
hereof, the Seller agrees to sell, and the Company agrees to purchase, the
Shares. The consideration for the Shares shall be 5.625/7.50 of a share of the
Company's Series B Preferred Stock for each Share (for a total of 250,000 shares
of Series B Preferred Stock).
1.2 Closing. The closing of the sale and purchase of the
Shares under this Agreement shall be held on July 12, 1999, at the offices of
the Company or at such other time and place as the Company and the Seller may
agree (the "Closing").
1.3 Delivery. At the Closing and upon delivery by the Company
of certificates representing the Series B Preferred Stock to be issued in
exchange for the Shares, the Seller will deliver to the Company one or more
certificates representing the Shares. In the event that less than all of the
shares represented by a certificate are repurchased, the Company will deliver to
the Seller a new certificate representing the unpurchased shares.
2. REPRESENTATIONS OF THE SELLER.
The Seller hereby represents and warrants to the Company as follows:
2.1 Power and Authority. He has full power and authority to
sell the Shares and to enter into and perform this Agreement and any other
agreements and instruments to be executed and delivered herewith, and such sale
and such agreements (i) have been duly authorized, (ii) are legal, valid,
binding and enforceable against him and (iii) are not in contravention of any
law, order or agreement by which he is bound.
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2.2 Title He has made no prior assignment of the Shares or of
any interest therein. He is the sole legal and beneficial owner of the Shares
and has good and marketable title thereto, free and clear of all liens, claims
and encumbrances of any kind, and will transfer to the Company such good and
marketable title, free and clear of any liens, claims and encumbrances of any
kind.
2.3 Company Information. He is a sophisticated seller with
respect to the Shares, has adequate information concerning the business and
financial condition of the Company to make an informed decision regarding the
sale of the Shares, and has independently, without reliance upon the Company
(other than reliance upon the representations and warranties of the Company set
forth herein) and based on such information as he deemed appropriate, made his
own analysis and decision to enter into this Agreement, and he acknowledges and
agrees that the Company may possess material information with respect to the
Company not known to him ("Company Information"), that he has not requested the
Company Information and that the Company shall have no liability to him with
respect to the nondisclosure of the Company Information and he hereby releases
the Company therefrom.
3. REPRESENTATIONS OF THE COMPANY.
The Company hereby represents and warrants to the Seller that it has
full power and authority to purchase the Shares and to enter into and perform
this Agreement and any other agreements and instruments to be executed and
delivered herewith, and such purchase and such agreements (i) have been duly
authorized, (ii) are legal, valid, binding and enforceable against the Company
and (iii) are not in contravention of any law, order or agreement by which the
Company is bound.
4. MISCELLANEOUS.
4.1 Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Delaware as applied to agreements among
Delaware residents made and to be performed entirely within the State of
Delaware.
4.2 Successors and Assigns. Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors, and administrators of
the parties hereto.
4.3 Entire Agreement. This Agreement constitutes the full and
entire understanding and agreement among the parties with regard to the subject
matter hereof.
4.4 Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
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4.5 Further Action. Each party shall, without further consideration,
take such further action and execute and deliver such further documents as may
be reasonably requested by any other party in order to carry out the provisions
and purposes of this Agreement.
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This Common Stock Repurchase Agreement is hereby executed as of the date first
above written.
deCODE genetics, Inc.
By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx, Senior Vice President
& Chief Financial Officer
/s/ Xxxx Xxxxxxxxxx
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Xxxx Xxxxxxxxxx
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