Common use of Equity Purchase Clause in Contracts

Equity Purchase. Upon execution of this Agreement, ImClone shall purchase 1,000,000 shares (on a pre-split basis and subject to adjustment) of Common Stock of CombiChem at a per share purchase price equal to $2.00 per share for an aggregate purchase price of U.S. $2 million, pursuant to the terms of that certain Common Stock Purchase Agreement, dated as of the Effective Date, by and between CombiChem and ImClone (together with all ancillary agreements thereto, the "Stock Purchase Agreement"). In the event that CombiChem closes an initial public offering of its common stock at a sales price per share to the public (the "IPO Price") which is less than $2.50 per share (on a pre-split basis), then, upon the closing of such initial public offering, CombiChem shall issue to ImClone, without further consideration other than the purchase price paid by ImClone pursuant to the Stock Purchase Agreement, such additional number of shares of CombiChem common stock equal to: 2,000,000 -------------- -1,000,000 Adjusted Price wherein the "Adjusted Price" = the IPO Price X .80 if the IPO Price is less than $2.50 per share. All shares of CombiChem common stock issued pursuant to this Section 8.1 shall be deemed to be "Shares" within the meaning of the Stock Purchase Agreement.

Appears in 2 contracts

Samples: Collaborative Research and License Agreement (Combichem Inc), Collaborative Research and License Agreement (Imclone Systems Inc/De)

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Equity Purchase. Upon execution of this Agreement, ImClone shall purchase 1,000,000 shares (on a pre-split basis and subject to adjustment) of Common Stock of CombiChem at a per share purchase price equal to $2.00 per share for an aggregate purchase price of U.S. $2 million, pursuant to the terms of that certain Common Stock Purchase Agreement, dated as of the Effective Date, by and between CombiChem and ImClone (together with all ancillary agreements thereto, the "Stock Purchase Agreement"). In the event that CombiChem closes an initial public offering of its common stock at a sales price per share to the public (the "IPO Price") which is less than $2.50 per share (on a pre-split basis), then, upon the closing of such initial public offering, CombiChem shall issue to ImClone, without further consideration other than the purchase price paid by ImClone pursuant to the Stock Purchase Agreement, such additional number of shares of CombiChem common stock equal to: 2,000,000 -------------- -1,000,000 = 1,000,000 Adjusted Price wherein the "Adjusted Price" = the IPO Price X .80 if the IPO Price is less than $2.50 per share. All shares of CombiChem common stock issued pursuant to this Section 8.1 shall be deemed to be "Shares" within the meaning of the Stock Purchase Agreement.

Appears in 2 contracts

Samples: Collaborative Research and License Agreement (Combichem Inc), Collaborative Research and License Agreement (Combichem Inc)

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