MASTER AGREEMENT
This Master Agreement is entered into and made effective as of October 30,
2001 (the "Effective Date"), between ISIS PHARMACEUTICALS, INC. of ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇ ("ISIS") and ANTISENSE THERAPEUTICS
LTD., ACN ▇▇▇ ▇▇▇ ▇▇▇ of ▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ("ATL").
The purpose of this Master Agreement is to confirm that ISIS will enter into
a Collaboration and License Agreement, a Stock Purchase Agreement, and a
Clinical Supply Agreement (in the forms attached hereto; collectively, the
"Agreements") with ATL if certain conditions are met, as further described
herein. The Agreements will become effective (other than the Stock Purchase
Agreement) if the following 5 conditions (the "Conditions Precedent") are met
not later than 28 March 2002 (the "Completion Date"). The Stock Purchase
Agreement will become effective immediately conditions 1 and 3 are met,
provided they are met not later than the Completion Date. The Collaboration
and License Agreement and the Clinical Supply Agreement will become effective
immediately conditions 1,2,3,4 and 5 are met, provided they are met not later
than the Completion Date.
1. ATL has successfully completed an Initial Public Offering ("IPO") on the
Australian Market in which it has raised a minimum of $8,000,000 (AU)
during that IPO.
2. The Australian Stock Exchange Limited ACN 008 624 691 ("ASX") approves an
ASX Listing of ATL and ATL satisfies all conditions attaching to such
approval, in each case on or before 26 March 2002. As used herein, "ASX
Listing" means admission of ATL to the ASX Official List and quotation by
the ASX of shares in ATL. (All capitalized terms used but not otherwise
defined herein have the meanings set forth in the Stock Purchase Agreement
attached hereto.)
3. ATL is capitalised by various shareholders prior to the ASX Listing
of ATL on the basis set out below:
ENTITY NUMBER OF ATL SHARES
Polychip 54.375 million
Syngene 54.375 million
▇▇▇▇▇▇▇ Interests 11.250 million
Total 120 million
4. After the ASX Listing of ATL, but prior to 28 March 2002, ATL will:
(a) be capitalised as to approximately 190 million to 215 million
ATL Shares; and
(b) have granted between 105 million Options and 117.5 million
Options.
ATL Shares will be offered to the public for a subscription price of 20
Australian cents per ATL Share, with a free Option attaching to each ATL
Share at the rate of 1 Option for every 2 ATL Shares issued.
5. After the ASX Listing of ATL, the ATL Shares issued and Options
granted by ATL will be as follows:
PARTY NUMBER OF ATL SHARES NUMBER OF OPTIONS
Polychip 54.375 million
Syngene 54.375 million
▇▇▇▇▇▇▇ Interests 11.250 million
Isis* 30 million 20 million
Public Subscribers 40 to 65 million 20 to 32.5 million
Circadian Shareholders** 42 million
Syngene Shareholders** 23 million
TOTAL*** 190 TO 215 MILLION 105 TO 117.5 MILLION***
*To be issued and granted to Isis pursuant to the Stock Purchase
Agreement.
**The number of Options to be granted to Circadian Shareholders
and Syngene Shareholders respectively are approximate only, based
on the issued capital of each of Circadian and Syngene as at the
Record Date. It is intended that those shareholders will be
issued Options on the basis of 1 Option for every share held by
the shareholders in Circadian and Syngene (as the case may be) on
payment to ATL of 1 cent per Option. The Isis and Public Options
will be free.
***This total will be increased by any options granted pursuant
to the share option scheme described in clause 3.2(e) of the
Stock Purchase Agreement.
On or before the Completion Date and otherwise in compliance with the
Stock Purchase Agreement, Isis will do all of the following:
(a) provide to ATL a Restriction Agreement duly signed by Isis and any
controller of Isis (as defined by the ASX Listing Rules) in
accordance with clause 5 of the Stock Purchase Agreement;
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(b) provide to ATL all such other documents as are required pursuant to
the terms of the Restriction Agreement;
(c) provide to ATL an application for the Subscription Shares to be
subscribed for by Isis pursuant to clause 3.1 of the Stock Purchase
Agreement;
(d) provide to ATL an application for Options to be granted to Isis
pursuant to clause 3.1 of the Stock Purchase Agreement.
On or before the Completion Date and otherwise in compliance with the Stock
Purchase Agreement, ATL will, subject to compliance by Isis with the provisions
of the previous paragraph herein, issue to Isis the Subscription Shares and the
Options to be granted pursuant to clause 3.1 of the Stock Purchase Agreement.
If the Conditions Precedent set forth in clauses 1-5 above are not met by 28
March 2002, the Agreements (other than the Stock Purchase Agreement) will not
become effective and Isis will be under no further obligation to enter into the
remaining Agreements with ATL.
IN WITNESS WHEREOF, the parties have executed this
Master Agreement as of the
Effective Date.
ANTISENSE THERAPEUTICS, LIMITED ISIS PHARMACEUTICALS, INC.
By: /s/ ▇. ▇▇▇▇▇▇ By: /s/ B. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇. ▇▇▇▇▇▇ Name: B. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: CEO Title: Executive Vice President
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and Chief Financial Officer
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Exhibits:
Stock Purchase Agreement
Collaboration and License Agreement
Clinical Supply Agreement
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