EXHIBIT 4.b
BIO-TECHNOLOGY GENERAL CORP.
0000 Xxxxxxxx
Xxx Xxxx, X.X. 00000
000-000-0000
July 23, 1992
Xxxx Xxxxxxxxx
0/00 Xxxxx Xxxxx Xxxxxx
Ramat Sharet
Xxxxxxxxx 00000, Xxxxxx
Dear Xxxx:
This letter is to set forth our agreement as follows:
Bio-Technology General Corp. (the "Company") hereby grants you, in
recognition of the services rendered by you to the Company, an option to
purchase 5,000 shares (the "Option") of the Company's common stock, $.01 par
value (the "Common Stock"), at a purchase price per share of $5.00.
Subject to the last sentence of this paragraph, the Option may be exercised
by you in whole or in part at any time and from time to time prior to July 23,
1997 (subject to earlier termination as provided below) by delivering to the
Company (a) a written notice specifying the number of shares of Common Stock to
be purchased, and (b) payment in full of the exercise price, together with the
amount, if any, deemed necessary by the Company to enable it to satisfy any
income tax withholding obligations with respect to the exercise (unless other
arrangements, acceptable to the Company, are made for the satisfaction of such
withholding obligations). The exercise price shall be payable in cash or by
certified check. Notwithstanding anything herein to the contrary, the Option may
not be exercised in whole or in part unless (i) you are permitted, under
applicable Israeli law, to purchase the shares of Common Stock, and (ii) all
necessary permits, including but not limited to a specific permit from the
Controller of Foreign Currency of the Bank of Israel, have been obtained by you
or on your behalf.
No shares of Common Stock shall be sold or delivered hereunder until full
payment for such shares has been made. You shall have no rights as a stockholder
with respect to any shares covered by the Option until a stock certificate for
such shares is issued to you.
This Option shall not be transferable otherwise than by will or the laws of
descent and distribution, and may be exercised during your lifetime only by you.
More particularly, but without limiting the generality of the foregoing, the
Option may not be assigned, transferred, pledged or hypothecated in any way,
shall not be assignable by operation of law, and shall not be subject to
execution, attachment or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of the Option contrary to the
provisions hereof, and the levy of any execution, attachment or similar process
upon the Option, shall be null and void and
Xxxx Xxxxxxxxx
July 23, 1992
Page 2
without effect; provided, however, that if you shall die during the term of the
Option, your estate, personal representative or beneficiary shall have the right
to exercise the Option.
In case of any stock split, stock dividend or similar transaction which
increases or decreases the number of outstanding shares of Common Stock,
appropriate adjustment shall be made to the number of shares and the exercise
price per share which may still be purchased under this agreement. In the case
of a merger, sale of assets or similar transaction which results in a
replacement of the Company's shares of Common Stock with stock of another
corporation, this Option shall terminate, to the extent not previously
exercised, on the effective date of such merger, sale of assets or similar
transaction which results in a replacement of the Company's shares of Common
Stock with stock of another corporation.
All certificates representing any shares of Common Stock subject to this
agreement shall have endorsed thereon the following legends:
(a) "The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and,
accordingly, may not be offered for sale, sold or otherwise
transferred except (i) upon effective registration of the
securities represented by this certificate under the Securities
Act of 1933, as amended, or (ii) upon acceptance by the issuer of
an opinion of counsel in such form and by such counsel, or other
documentation, as shall be satisfactory to counsel for the issuer
that such registration is not required."
(b) Any legend required to be placed thereon by appropriate Blue Sky
officials.
You agree that you shall in no event make any disposition of all or any
portion of the Option or the Common Stock unless and until:
(a) there is then in effect a Registration Statement under the Securities
Act of 1933, as amended (the "Securities Act"), covering such proposed
disposition and such disposition is made in accordance with said Registration
Statement; or
(b) (i) you shall have notified the Company of the proposed disposition and
shall have furnished the Company with a detailed statement of the circumstances
Xxxx Xxxxxxxxx
July 23, 1992
Page 3
surrounding the proposed disposition, (ii) you shall have furnished the Company
with an opinion of your own counsel to the effect that such disposition will not
require registration of such shares under the Securities Act, and (iii) such
opinion of your counsel shall have been concurred in by counsel for the Company
and the Company shall have advised you of such concurrence.
On or prior to your exercise of the Option hereunder, you shall execute and
deliver to the Company a letter, substantially in the form attached hereto as
Exhibit 1 and incorporated herein by reference, to ensure compliance with the
Securities Act.
You agree to execute such further instruments and to take such further
action as may reasonably be necessary to carry out the intent of this agreement.
Any notices required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery or upon deposit in the
United States Post Office, by registered or certified mail with postage and fees
prepaid, addressed to the other party hereto at his address hereinafter shown
below his signature or at such other address as such party may designate by ten
days' advance written notice to the other party hereto.
If you agree that this letter accurately sets forth the terms of our
agreement with respect to the Option, please so indicate by signing in the space
below and returning a copy of this letter to the Company.
Sincerely,
BIO-TECHNOLOGY GENERAL CORP.
By: /s/ SIM FASS
--------------------------------
Name: Sim Fass
Title: President
ACCEPTED AND AGREED TO AS
OF THE 23RD DAY OF JULY, 1992:
/s/ XXXX XXXXXXXXX
--------------------
Xxxx Xxxxxxxxx
EXHIBIT 1
BIO-TECHNOLOGY GENERAL CORP.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
In connection with the proposed purchase of 5,000 shares of Common Stock
(the "Securities") of Bio-Technology General Corp., a Delaware corporation (the
"Company"), by Xxxx Xxxxxxxxx (the "Optionee") pursuant to the exercise of that
certain option granted to the Optionee by the Company pursuant to that letter
agreement dated July 23, 1992, the Optionee hereby agrees, represents and
warrants as follows:
1. Purchase Entirely for Own Account.
The undersigned represents and warrants that he is purchasing the
Securities solely for his own account for investment and not with a view to or
for sale or distribution of the Securities or any portion thereof and not with
any present intention of selling, offering to sell or otherwise disposing of or
distributing the Securities or any portion thereof. The undersigned also
represents that the entire legal and beneficial interest of the Securities he is
purchasing is being purchased for, and will be held for the account of, the
Optionee only and neither in whole nor in part for any other person.
2. Residence.
The undersigned represents and warrants that his residence address is
located at:
5/12 Harav Xxxxx St.
Ramat Sharet, Jerusalem, Israel
3. Information Concerning the Company.
The undersigned represents and warrants that he has heretofore discussed
the Company and its plans, operations and financial condition with its officers
and that he has heretofore received all such information as he deems necessary
and appropriate to enable him to evaluate the financial risk inherent in making
an investment in the Securities of the Company and the undersigned further
represents and warrants that he has received satisfactory and complete
information concerning the
business and financial condition of the Company in response to all inquiries in
respect thereof. The undersigned represents and warrants that he has received
and carefully reviewed all filings made by the Company with the Securities and
Exchange Commission during the 12 month period prior to the date of this letter.
4. Economic Risk.
The undersigned represents and warrants that he realizes that his purchase
of the Securities will be a highly speculative investment and that he is able,
without impairing his financial condition, to hold the Securities for an
indefinite period of time and to suffer a complete loss on his investment.
5. Experience.
The undersigned represents and warrants that he has such knowledge and
experience in financial and business matters so that he is capable of evaluating
the merits and risks of an investment in the Securities and of making an
informed decision.
6. Restricted Securities.
The undersigned represents and warrants that the Company has disclosed to
him in writing:
(a) the Securities which he is purchasing have not been registered under
the Securities Act of 1933, as amended (the "Securities Act"), and the
Securities must be held indefinitely unless they are subsequently registered
under the Securities Act or the disposition of such Securities is exempt from
such registration; and
(b) the Company will make a notation in its records of the aforementioned
restrictions on transfer and legends.
7. Disposition under Rule 144.
The undersigned represents and warrants that he understands that the
Securities are restricted securities within the meaning of Rule 144 promulgated
under the Securities Act; that the exemption from registration under Rule 144
will not be available in any event for at least two years from the date of sale
of the Securities to him, and even then will not be available unless (i) a
public trading market then exists for the Common Stock of the Company, (ii)
adequate information concerning the Company is then available to the public, and
(iii) other terms and conditions of Rule 144 are complied with; and that any
sale of the Securities may be made by him only in limited amounts in accordance
with such terms and conditions.
8. Further Limitations on Disposition.
Without in any way limiting the representations set forth above, the
undersigned further agrees that he shall in no event make any disposition of all
or any portion of the Securities which he is purchasing unless and until:
(a) there is then in effect a Registration Statement under the Securities
Act covering such proposed disposition and such disposition is made in
accordance with said Registration Statement; or
(b)(i) he shall have notified the Company of the proposed disposition and
shall have furnished the Company with a detailed statement of the circumstances
surrounding the proposed disposition, (ii) he shall have furnished the Company
with an opinion of his own counsel to the effect that such disposition will not
require registration of such shares under the Securities Act, and (iii) such
opinion of his counsel shall have been concurred in by counsel for the Company
and the Company shall have advised him of such concurrence.
Dated:
Very truly yours,
-------------------------------------
ACCEPTED AND AGREED TO:
BIO-TECHNOLOGY GENERAL CORP.
By:___________________________
Title:_________________________
