STOCK PURCHASE AGREEMENT
Exhibit 10.1
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is made and entered into this 3rd day of
September, 2008, by and between QUESTCOR PHARMACEUTICALS, INC., a California corporation (the
“Company”) and INVERLOCHY CONSULTADORIA & SERVICOS L.D.A., a corporation organized under
the laws of Portugal (“Shareholder”).
RECITALS
A. Shareholder holds of record Four Million Seven Hundred and One Thousand and Four Hundred
and Forty-Five (4,701,445) shares of the Common Stock, no par value, of the Company.
B. The Company desires to repurchase One Million and Eight Hundred Thousand (1,800,000) of the
shares from Shareholder (the “Repurchased Shares”) and Shareholder desires to sell the
Repurchased Shares to the Company, for an aggregate repurchase consideration equal to Nine Million
and One Hundred-Eight Thousand U.S. Dollars ($9,108,000) (the “Repurchase Price”)
representing a per share price of Five U.S. Dollars and Three Cents ($5.06), all on the terms set
forth in this Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
AGREEMENT
Repurchase.
Shareholder agrees to and does hereby sell, transfer and convey to the Company the Repurchased
Shares, free and clear of all liens, claims and encumbrances, and the Company agrees to and does
hereby purchase the Repurchased Shares. In consideration of the sale and transfer of the
Repurchased Shares, the Company shall pay to Shareholder the Repurchase Price, all on the terms set
forth in this Agreement. As a result of the repurchase, in accordance with the Company’s Articles
of Incorporation and the California General Corporation Law, the Repurchased Shares shall return to
the status of authorized by unissued shares of the Company.
Deliveries.
The Company shall pay to Shareholder the Repurchase Price by wire transfer in immediately available
funds. Promptly following the date of this Agreement, Shareholder shall deliver to the Company
duly executed stock powers in the form of Exhibit A attached hereto transferring the Repurchased
Shares to the Company and stock certificates including the Repurchased Shares registered in the
name of such Shareholder for cancellation and return to the Company’s stock record book. Upon
receipt of the stock certificates and duly executed stock powers, the Company shall direct its
transfer agent to issue a new stock certificate representing the remaining shares included in the
stock certificates delivered by Shareholder to the Company. Shareholder has provided the correct
wire transfer instructions to effect the wire transfer to the Company.
Representations, Warranties and Covenants of the Shareholder. Shareholder hereby
represents, warrants and covenants to the Company as follows:
represents, warrants and covenants to the Company as follows:
Legal Power. Shareholder has the requisite legal power and authority to enter into this
Agreement, to deliver the Repurchased Shares and to carry out and perform its obligations under the
terms of this Agreement, without obtaining the approval or consent of any other party or authority.
Title to Shares. Shareholder owns the Repurchased Shares free and clear of all liens,
charges, claims, encumbrances, security interests, equities, restrictions on transfer (other than
restrictions under applicable securities laws) or other defects in title of any kind or description
and, upon delivery of the Repurchased Shares and receipt of the Repurchase Price therefor,
Shareholder will convey to the Company valid and marketable title to the Repurchased Shares, free
and clear of all liens, charges, claims, encumbrances, security interests, equities, restrictions
on transfer (other than restrictions under applicable securities laws) or other defects in title or
description.
Investment Representations. Due to Shareholder’s pharmaceutical industry experience,
Shareholder possesses the expertise to be able to fend for itself in the transaction contemplated
by this Agreement. Shareholder has had, during the course of this transaction and prior hereto,
the opportunity to ask questions of, and receive answers from, the Company and its management
concerning the Company, its operations and prospects, and the terms and conditions of this
Agreement. Shareholder is entering into this Agreement freely and each understands and expressly
accepts and assumes the economic and market risk associated with the transactions contemplated by
this Agreement and agrees that this Agreement shall be in all respects effective and not subject to
termination or rescission under any circumstances.
Tax Matters. Shareholder acknowledges that the Company is making no representation or
warranty as to the tax consequences for Shareholder in selling the Shares for the Repurchase Price
pursuant to this Agreement. Shareholder further acknowledges that it has had an opportunity to
seek independent counsel and advisors with respect to tax and other matters relating to this
Agreement, and Shareholder acknowledges and agrees that it shall bear their own tax consequences,
if any, of Shareholder’s selling the Repurchased Shares for the Repurchase Price pursuant to the
terms of this Agreement. The Company acknowledges and agrees that it shall bear its own tax
consequences, if any, of the Company’s purchasing the Repurchased Shares for the Repurchase Price
pursuant to the terms of this Agreement. Following execution of this Agreement Shareholder will
promptly deliver to the Company a properly executed IRS Form W-8.
Company Representations.
Legal Power. Company represents and warrants to Shareholder that this Agreement has been
duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of
the Company enforceable against the Company in accordance with its terms and no consent, approval
or authorization of, exemption by, or filing with, any governmental or regulatory authority is
required in connection with the execution, delivery and performance by the Company of this
Agreement, other than the filing of a Form 8-K with the Securities and Exchange Commission.
Accounting Treatment. The Company will account for the Repurchase in its financial
statements as a reduction of the line item “common stock” on its balance sheet and the Repurchase
has no impact on the Company’s income statement or its accumulated deficit.
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Miscellaneous.
Entire Agreement. This Agreement represents and contains the full, final and complete
agreement and understanding between the parties hereto relating to or connected with the subject
matter hereof. This Agreement shall not be amended except in a writing signed by the parties
hereto. Notwithstanding the foregoing, each party agrees that, at any time and from time to time
after the date hereof, it will take any and all actions and execute and deliver to any other party
such further instruments or documents as may reasonably be required to give effect to the
intentions of the parties as contemplated under this Agreement.
Governing Law and Venue. This Agreement was entered into in the State of California, and
its validity, construction, interpretation and legal effect shall be governed by the laws and
judicial decisions of the State of California applicable to contracts entered into and performed
entirely within the State of California and by applicable federal law, and the choice-of-law
provisions of California law shall not be applied to substitute the law of any other State or
nation. The parties expressly agree that any action arising out of or relating to this Agreement
shall be filed and maintained only in the courts of the State of California for the County of
Alameda, or the United States District Court for the Northern District of California. The parties
hereby consent and submit to the personal jurisdiction of such courts for the purposes of
litigating any such action, and that each such court is a proper venue for litigating any such
action.
Attorneys’ Fees. In the event that either party to this Agreement shall commence any
action to interpret or enforce this Agreement or any action to enforce or appeal any decision or
judgment rendered in connection therewith, the prevailing party in any such action or actions shall
recover such party’s reasonable costs and expenses incurred in connection therewith, including
reasonably attorneys’ fees.
Counterparts. This Agreement may be executed in two or more counterparts, which shall
together constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written
above.
“COMPANY”
QUESTCOR PHARMACEUTICALS, INC.
a California corporation
a California corporation
/s/ Xxx Xxxxxx
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President and Chief Executive Officer |
INVERLOCHY CONSULTADORIA & SERVICOS L.D.A.
/s/ Xxxxxxx Xxxxxx xx Xxxxxx Abrev
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Its: Director |
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EXHIBIT A
STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto QUESTCOR
PHARMACEUTICALS, INC., a California corporation (the “Company”), ___shares of the
Company’s Common Stock, no par value, of the Company, standing in the undersigned’s name on the
books of the Company, represented by Certificate No. ___, and does hereby irrevocably constitute
and appoint Xxxxxx X. Xxxxxx, as attorney-in-fact, to transfer said stock on the books of the
Company with full power of substitution in the premises.
Dated: September 3rd, 2008 | [SIGNATURE BLOCK] |
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