EXHIBIT 99.9
MATRIX PHARMACEUTICAL, INC.
STOCK PURCHASE AGREEMENT
I hereby elect to participate in the 1999 Employee Stock Purchase Plan
(the "ESPP") for the offering period specified below, and I hereby subscribe to
purchase shares of common stock of Matrix Pharmaceutical, Inc. (the
"Corporation") in accordance with the provisions of this Agreement and the ESPP.
I hereby authorize payroll deductions from each of my paychecks following my
entry into the offering period in the 1% multiple of my total cash earnings (not
to exceed a maximum of 15%) specified in my attached Enrollment Form.
The offering period is divided into a series of consecutive purchase
intervals. With the exception of the initial purchase interval which will begin
on July 1, 1999 and end on July 31, 2001, those purchase intervals will each be
of six months duration and will run from first business day of February to the
last business day of July each year and from the first business day of August
each year to the last business day of January in the following year. My
participation will automatically remain in effect from one purchase interval to
the next in accordance with my payroll deduction authorization, unless I
withdraw from the ESPP or change the rate of my payroll deduction or unless my
employment status changes. I may reduce the rate of my payroll deductions on
one occasion per purchase interval, and I may increase my rate of payroll
deductions to become effective at the beginning of any subsequent purchase
interval.
My payroll deductions will be accumulated for the purchase of shares
of common stock on the last business day of each purchase interval within the
offering period. The purchase price per share will be equal to 85% of the LOWER
of (i) the fair market value per share of common stock on my Entry Date into the
offering period or (ii) the fair market value per share on the purchase date. I
will also be subject to ESPP restrictions (i) limiting the maximum number of
shares which I may purchase per purchase interval, (ii) limiting the maximum
number of shares which may be purchased in the aggregate per purchase interval
and (iii) prohibiting me from purchasing more than $25,000 worth of common stock
for each calendar year my purchase right remains outstanding.
I may withdraw from the ESPP at any time prior to the last business
day of a purchase interval and elect either to have the Corporation refund all
my payroll deductions for that interval or to have such payroll deductions
applied to the purchase of common stock at the end of such interval. However, I
may not rejoin that particular offering period at any later date. Upon the
termination of my employment for any reason, including death or disability, or
my loss of eligible employee status, my participation in the ESPP will
immediately cease, and all my payroll deductions for the purchase interval in
which my employment terminates or my loss of eligibility occurs will
automatically be refunded. If I take an unpaid leave of absence, my payroll
deductions will immediately cease, and any payroll deductions for the purchase
interval in which my leave begins will, at my election, either be refunded or
applied to the purchase of shares of common stock at the end of that purchase
interval. If my re-employment is guaranteed by either law or contract, or if I
return to active service within ninety (90) days, then upon my return my payroll
deductions will automatically resume at the rate in effect when my leave began.
The Corporation will issue a stock certificate for the shares
purchased on my behalf after the end of each purchase interval. The certificate
will be issued in street name and will be deposited directly in my
Corporation-designated brokerage account. I will notify the Corporation of any
disposition of shares purchased under the ESPP, and I will satisfy all
applicable income and employment tax withholding requirements at the time of
such disposition.
The Corporation has the right, exercisable in its sole discretion, to
amend or terminate all outstanding purchase rights under the ESPP at any time,
with such amendment or termination to become effective immediately following the
end of any purchase interval. However, such purchase rights may be amended or
terminated with an immediate effective date to the extent necessary to avoid the
Corporation's recognition of compensation expense for financial reporting
purposes, should the accounting principles applicable to the ESPP change. Upon
any such termination, I will cease to have any further rights to purchase shares
of common stock under this Agreement.
I have read this Agreement and hereby agree to be bound by the terms
of both this Agreement and the ESPP. The effectiveness of this Agreement is
dependent upon my eligibility to participate in the ESPP.
Date: ,
------------------ --------
Signature of Employee:
--------------------------------
Printed Name:
-------------------
Applicable Offering Period: July 1, 1999 to the last business day in July
2001
Actual Entry Date into Offering Period: , _________
