EXHIBIT 1.4
TARGETED GENETICS CORPORATION
COMMON STOCK PURCHASE AGREEMENT
DATED
AS OF
NOVEMBER 23, 1998
CONTENTS
1. Purchase and Sale of Stock.................................................. 1
1.1 Agreement to Purchase................................................. 1
1.2 Purchase and Sale..................................................... 2
2. Delivery.................................................................... 2
3. Representations and Warranties of the Company............................... 2
3.1 Organization, Good Standing and Qualification,
Due Execution and Validity............................................ 3
3.2 Capitalization........................................................ 3
3.3 Authorization......................................................... 3
3.4 Valid Issuance of Stock............................................... 4
3.5 Governmental Consents................................................. 4
3.6 Litigation............................................................ 4
3.7 Compliance With Other Instruments..................................... 5
3.8 SEC Reports; Financial Statements..................................... 5
3.9 Compliance With Laws.................................................. 5
3.10 Changes.............................................................. 6
4. Representations and Warranties of the Investor and Parent................... 6
4.1 Authorization......................................................... 7
4.2 Exemption from Registration........................................... 7
4.3 Purchase Entirely for Own Account..................................... 7
4.4 Access to Information................................................. 8
4.5 Restricted Securities................................................. 8
4.6 Legends............................................................... 8
5. Conditions of the Investor's/Parent's Obligations at Closing................ 8
5.1 Representations and Warranties........................................ 9
5.2 Performance........................................................... 9
5.3 Exemption............................................................. 9
5.4 Compliance Certificate................................................ 9
5.5 Proceedings and Documents............................................. 9
5.6 Opinion of Company Counsel............................................ 10
5.7 No Injunctions or Restraints.......................................... 10
6. Conditions of the Company's Obligations at Closing.......................... 10
6.1 Representations and Warranties........................................ 10
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6.2 Performance................................................................. 10
6.3 Exemption................................................................... 10
6.4 No Injunctions or Restraints................................................ 10
7. Covenants of the Company.......................................................... 11
7.1 Rule 144 Reporting.......................................................... 11
7.2 Demand Registration......................................................... 11
7.3 Company Registration........................................................ 11
7.4 Information................................................................. 12
7.5 Indemnification............................................................. 12
8. Miscellaneous..................................................................... 12
8.1. Amendments................................................................. 12
8.2. Notice..................................................................... 12
8.3. Counterparts............................................................... 12
8.4 No Waiver................................................................... 13
8.5 Courts of Law............................................................... 13
8.6 Benefit of Agreement........................................................ 13
8.7 Severability................................................................ 13
8.8 Entire Agreement; Governing Law............................................. 14
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COMMON STOCK PURCHASE AGREEMENT
COMMON STOCK PURCHASE AGREEMENT, dated as of the 23rd day of November,
1998, by and among TARGETED GENETICS CORPORATION, a Washington corporation (the
"Company"), MEDEVA PHARMACEUTICALS, INC., a Delaware corporation (the
"Investor"), and MEDEVA PLC, a public limited liability company organized under
the laws of the United Kingdom ("Parent").
RECITAL
A. The Investor is an affiliate of Parent.
B. The Investor desires to purchase from the Company, and the Company
desires to sell to the Investor, shares of the Company's common stock, par value
$.01 per share (the "Common Stock"), upon the terms and subject to the
conditions set forth herein and in connection with the execution of a separate
Master Agreement (the "Master Agreement"), License and Collaboration Agreement
(the "License and Collaboration Agreement"), Supply Agreement and Credit
Agreement between the Company and the Investor or Parent, dated as of even date
herewith (collectively with this Agreement, the "Transaction Documents").
C. Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Master Agreement.
AGREEMENTS
NOW, THEREFORE, in consideration of the mutual covenants and conditions set
forth herein, the parties hereto agree as follows:
1. PURCHASE AND SALE OF STOCK
1.1 AGREEMENT TO PURCHASE
Upon the terms and subject to the conditions of this Agreement, the Company
shall sell and issue to the Investor, and the Investor shall purchase from the
Company US$3 million of shares of Common Stock (the "Shares"); provided,
however, that if for any reason the Investor fails to purchase the Shares, then
Parent shall purchase the Shares subject to the terms and conditions of this
Agreement and shall assume all of the rights and obligations of the Investor
hereunder.
1.2 PURCHASE AND SALE
The purchase and sale of the Shares shall occur at two closings. The first
closing (the "First Closing") shall occur on the date of this Agreement, or such
other date as to which the parties agree, and the second closing (the "Second
Closing") shall occur ten (10) Business Days following the Investor's receipt of
the Company's written notice (the "Notice"), or such other date as to which the
parties agree; provided that the Notice is received during the period beginning
six (6) months, and ending eighteen (18) months, from the date of this
Agreement. At the First Closing, the Investor shall purchase 750,000 Shares at
US$2.00 per Share for an aggregate purchase price of US$1,500,000. At the
Second Closing, the Investor shall purchase US$1,500,000 of Shares at a price
per Share equal to one hundred twenty percent (120%) of the average closing
price of the Common Stock on the ten (10) trading days immediately preceding the
date of the Notice (the "Notice Date") and the ten (10) trading days immediately
following the Notice Date. During the period described in the preceding
sentence, the Investor and Parent shall not engage in any activity, directly or
indirectly, that may adversely affect the trading price of the Common Stock.
Accordingly, and without limitation, during such period the Investor and Parent
shall not, directly or indirectly, sell, offer, contract to sell, transfer the
economic risk of ownership in, make any short sale, pledge or otherwise dispose
of any shares of Common Stock or any securities convertible into or exchangeable
or exerciseable for or any other rights to purchase or acquire Common Stock.
The First Closing and the Second Closing shall be referred to herein
collectively as the "Closings."
2. DELIVERY
At the Closings, subject to the terms and conditions hereof, the Company
shall deliver to the Investor a certificate representing the Shares to be
purchased by the Investor from the Company at such Closing, dated the date of
such Closing and duly registered in the name of the Investor, against payment of
the aggregate purchase price therefor by wire transfer to the account specified
by the Company in writing.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Investor as of the date
hereof and as of the date of each Closing as follows:
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3.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION, DUE EXECUTION AND
VALIDITY
The Company is a corporation organized and validly existing under the laws
of the state of Washington and has all requisite corporate power and authority
to own its properties and carry on its business as currently conducted and as
proposed to be conducted as contemplated by the Transaction Documents. The
Company is duly qualified to transact business and is in good standing as a
foreign corporation in each jurisdiction in which the failure to so qualify
would have a material adverse effect on its financial condition, results of
operations, business or properties (a "Material Adverse Effect"). The Company
has previously provided the Investor with complete and correct copies of its
Restated Articles of Incorporation and its Amended and Restated Bylaws as in
effect on the date of this Agreement. The Company has no subsidiaries nor does
it control, nor is it controlled by or under common control with, any other
person or entity.
3.2 CAPITALIZATION
As of the date of this Agreement, the authorized capital stock of the
Company consists of (a) 6,000,000 shares of preferred stock, par value $.01 per
share, no shares of which are outstanding but 400,000 shares of which are
designated as Series A Participating Cumulative Preferred Stock, issuable upon
exercise of certain preferred stock purchase rights associated with the Common
Stock, and (b) 40,000,000 shares of Common Stock, 28,974,741 shares of which
were issued and outstanding as of September 30, 1998, 4,470,349 shares of which
were subject to warrants outstanding as of September 30, 1998 and 2,564,740
shares of which are reserved for issuance upon the exercise of stock options
granted or to be granted under the Company's 1992 Restated Stock Option Plan or
the Company's Stock Option Plan for Nonemployee Directors. Except as set forth
in this Section 3.2 or in the SEC Documents (as defined herein) and as
contemplated by Section 1 of this Agreement, there are no outstanding options,
warrants, conversion privileges, preemptive rights, or other rights or
agreements to purchase or otherwise acquire or issue any equity securities of
the Company. The Company has no obligation to repurchase or redeem any
outstanding securities.
3.3 AUTHORIZATION
The Company has all requisite power and authority to execute, deliver and
perform its obligations under this Agreement. All corporate action on the part
of the Company, its officers, directors and shareholders necessary for the
authorization, execution and delivery of this Agreement and the transactions
contemplated herein, the performance of all obligations of the Company hereunder
and the authorization, issuance and
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delivery of the Shares being sold hereunder have been taken or will be taken
prior to the First Closing. This Agreement has been duly executed and delivered
by the Company and constitutes a valid and legally binding obligation of the
Company, enforceable in accordance with its terms, except as (a) such
enforceability may be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally and (b) the availability of equitable
remedies may be limited by equitable principles of general applicability.
3.4 VALID ISSUANCE OF STOCK
The Shares, when issued, sold and delivered in accordance with the terms
hereof for the consideration expressed herein, will be duly and validly issued,
fully paid and nonassessable and free of any liens or encumbrances other than
those, if any, created by the Investor, and will be issued in compliance with
all applicable state and federal securities laws. The outstanding shares of
Common Stock are all duly and validly authorized and issued, fully paid and
nonassessable and were issued in compliance with all applicable state and
federal securities laws.
3.5 GOVERNMENTAL CONSENTS
No consent, approval, order or authorization of, or registration,
qualification, designation, declaration or filing with, any Governmental
Authority on the part of the Company is required in connection with the
consummation of the transactions contemplated by this Agreement, except for the
qualification or registration (or taking such action as may be necessary to
secure an exemption from qualification or registration, if available) of the
offer and sale of the Shares under all applicable state securities laws.
3.6 LITIGATION
There is no action, suit, claim, proceeding or investigation pending or, to
the Company's knowledge, threatened against the Company that relates to or
challenges the legality, validity or enforceability of this Agreement or the
Shares or that could either individually or in the aggregate have a Material
Adverse Effect nor has the U.S. Food and Drug Administration taken any action
with respect to the Licensed Products which would prohibit the marketing of the
Licensed Products if developed as contemplated by the License and Collaboration
Agreement. The Company is not a party to or subject to the provisions of any
order, writ, injunction, judgment or decree of any Governmental Authority that
could have a Material Adverse Effect.
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3.7 COMPLIANCE WITH OTHER INSTRUMENTS
The Company is not in violation of any provision of its Restated Articles
of Incorporation or its Amended and Restated Bylaws or in violation or default
of any provision of any instrument, Applicable Law, judgment, order, writ,
decree or contract to which it is a party or by which it is bound, which
violation or default would adversely affect the legality, validity, or
enforceability of this Agreement or have a Material Adverse Effect. The
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby will not require any consent under or be in
conflict with or constitute, with or without the passage of time or the giving
of notice or both, either a violation or default under any such provision,
instrument, Applicable Law, judgment, order, writ, decree or contract or give
rise to a right to terminate or accelerate any contract or an event which
results in the creation of any lien, charge or encumbrance upon any of the
Company's assets.
3.8 SEC REPORTS; FINANCIAL STATEMENTS
The Company has furnished the Investor with a true and complete copy of
each report, schedule, registration statement and definitive proxy statement
filed by the Company with the Securities and Exchange Commission (the "SEC")
since December 31, 1997 (the "SEC Documents"), which are all the documents that
the Company has been required to file with the SEC during such period. As of
their respective dates, the SEC Documents complied with the requirements of the
Securities Act of 1933, as amended (the "Securities Act"), or the Securities
Exchange Act of 1934, as amended, as applicable, and the rules and regulations
of the SEC thereunder, and none of the SEC Documents contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. The financial
statements of the Company included in the SEC Documents are complete in all
material respects and were prepared in accordance with generally accepted
accounting principles applied on a consistent basis during the periods involved
(except as may be indicated in the notes thereto or, in the case of unaudited
financial statements, as permitted by Form 10-Q of the SEC) and fairly present
(subject, in the case of unaudited financial statements, to normal recurring
audit adjustments) the financial position of the Company at the dates thereof
and the results of its operations and changes in financial position for the
periods then ended.
3.9 COMPLIANCE WITH LAWS
The Company has complied, and is in compliance with, all Applicable Laws
and all federal, state, county, local and foreign, decrees and orders, and
possesses all governmental franchises, permits and consents, and has made all
governmental filings
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and declarations, applicable to the operation of its business, to its employees,
or to the real property and the personal property that it owns or leases
(including, without limitation, all such Applicable Laws, decrees and orders
relating to pharmaceutical, antitrust, consumer protection, currency exchange,
environmental protection, equal opportunity, health, occupational safety,
pension, securities and trading-with-the-enemy matters), the failure to comply
with which would, individually or in the aggregate, have a Material Adverse
Effect. The Company has not received any notification of any asserted present or
past unremedied failure by the Company to comply with any of such Applicable
Laws, decrees or orders.
3.10 CHANGES
Since June 30, 1998 there has not been:
(a) any damage, destruction or loss (whether or not covered by
insurance) which has had or is expected to have a Material Adverse Effect;
(b) any material change in the accounting methods or practices
followed by the Company;
(c) any material debt obligation or liability (whether absolute or
contingent) incurred by the Company (whether or not presently outstanding)
except (i) current liabilities incurred, and obligations under agreements
entered into, in the ordinary course of business and (ii) obligations or
liabilities entered into or incurred in connection with the execution of the
Transaction Documents;
(d) any sale, lease, abandonment or other disposition by the Company
of any real property or, other than in the ordinary course of business, of any
equipment or other operating properties or any sale, assignment, transfer,
license or other disposition by the Company of any intellectual property
relevant to the Licensed Products or other intangible asset (except any license
to Investor pursuant to the Transaction Documents); or
(e) any other event or occurrence that has had or is expected to have
a Material Adverse Effect.
4. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR AND PARENT
The Investor and Parent hereby represent and warrant to the Company as
follows:
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4.1 AUTHORIZATION
All acts and conditions necessary for the authorization, execution,
delivery and consummation by the Investor and Parent of this Agreement and the
transactions contemplated hereby have been, or will be prior to the First
Closing, taken, performed and obtained. This Agreement constitutes a valid and
legally binding obligation of the Investor and Parent, enforceable in accordance
with its terms, except as (a) such enforceability may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and (b) the
availability of equitable remedies may be limited by equitable principles of
general applicability. The Investor and Parent have full power and authority to
execute, deliver and perform their obligations under this Agreement and to own
the Shares. The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby will not conflict with or
constitute a violation or default under any provision of the charter or bylaws
of either the Investor or Parent, or of any material agreement, indenture or
other instrument to which either the Investor or Parent is a party, or by which
they or their properties or assets are bound, or of any order, judgment or
decree against or binding upon the Investor or Parent.
4.2 EXEMPTION FROM REGISTRATION
The Investor and Parent have been advised that none of the Shares to be
purchased by the Investor or Parent hereunder are being registered under the
Securities Act and the rules and regulations of the SEC promulgated thereunder,
or applicable state securities laws, but are being offered and sold pursuant to
exemptions from such laws, and that the Company's reliance upon such exemptions
is predicated in part on the Investor's and Parent's representations contained
herein.
4.3 PURCHASE ENTIRELY FOR OWN ACCOUNT
The Shares to be received by the Investor or Parent will be acquired for
investment for either the Investor's or Parent's own account, not as a nominee
or agent, and not with a view to the distribution of any part thereof, and
neither the Investor nor Parent has any present intention of selling, granting
any participation in, or otherwise distributing the same in a manner contrary to
the Securities Act or any applicable state securities law. Neither the Investor
nor Parent has any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participations to such person or to any third
person with respect to any of the Shares.
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4.4 ACCESS TO INFORMATION
The Investor and Parent have been furnished such information as they have
requested to evaluate an investment in the Shares. The Investor and Parent have
been given the opportunity to ask questions of and receive answers from
representatives of the Company concerning the terms and conditions of the
offering of the Shares and to obtain any additional information, to the extent
reasonably available.
4.5 RESTRICTED SECURITIES
The Investor and Parent realize that none of the Shares to be purchased by
the Investor or Parent hereunder have been registered under the Securities Act
and that all of such Shares are characterized under the Securities Act as
"restricted securities" and therefore cannot be sold or transferred unless
subsequently registered under the Securities Act or an exemption from such
registration is available. In this connection, the Investor and Parent represent
that they are familiar with Rule 144 of the SEC, as presently in effect, and
understand the resale limitations imposed thereby and by the Securities Act.
4.6 LEGENDS
It is understood that the certificates evidencing the Shares may bear
legends in substantially the following form:
The securities evidenced by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "Act"), or applicable state securities law,
and no interest therein may be sold, distributed,
assigned, offered, pledged or otherwise transferred
unless (i) there is an effective registration statement
under the Act and applicable state securities laws
covering any such transaction involving said securities,
(ii) this corporation receives an opinion of legal
counsel for the holder of these securities reasonably
satisfactory to this corporation stating that such
transaction is exempt from registration or (iii) this
corporation otherwise satisfies itself that such
transaction is exempt from registration.
5. CONDITIONS OF THE INVESTOR'S/PARENT'S OBLIGATIONS AT CLOSING
The obligations of the Investor and Parent under Section 1 hereof are
subject to the fulfillment on or before the date of the First Closing or the
Second Closing, as the
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case may be, of each of the following conditions, unless waived in writing by
the Investor and Parent:
5.1 REPRESENTATIONS AND WARRANTIES
The representations and warranties of the Company contained in Section 3
hereof and in the Transaction Documents shall be true on and as of the date of
the First Closing or the Second Closing, as the case may be. The Company shall
have taken all actions on its part to be taken to permit the representations and
warranties of the Investor contained in Section 4.4 hereof to be true on the
date of the First Closing or the Second Closing, as the case may be.
5.2 PERFORMANCE
The Company shall have performed and complied with all agreements,
obligations and conditions contained in this Agreement that are required to be
performed or complied with by it on or before the date of the First Closing or
the Second Closing, as the case may be. The Company shall not be in default of
any of its obligations under the Transaction Documents or any other agreement
entered into with the Investor or any of its affiliates after the date hereof,
and all such agreements shall continue to be valid, binding and in full force
and effect.
5.3 EXEMPTION
The offer and sale of the Shares to the Investor or Parent pursuant to this
Agreement shall be exempt from registration under the Securities Act.
5.4 COMPLIANCE CERTIFICATE
The Chief Executive Officer or the Chief Financial Officer of the Company
shall have delivered to the Investor or Parent, as the case may be, a
certificate stating that the conditions specified in Sections 5.1 and 5.2 hereof
have been fulfilled.
5.5 PROCEEDINGS AND DOCUMENTS
All corporate and other proceedings in connection with the transactions
contemplated at the First Closing and the Second Closing and all documents
incident thereto shall be reasonably satisfactory to the Investor and the
Investor's counsel and the Transaction Documents shall each have been duly
executed and delivered by the Company.
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5.6 OPINION OF COMPANY COUNSEL
The Investor shall have received from Perkins Coie, counsel for the
Company, an opinion, dated as of the date of the First Closing or the Second
Closing, as the case may be, in form and substance reasonably satisfactory to
the Investor.
5.7 NO INJUNCTIONS OR RESTRAINTS
There shall be no temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction or other
legal restraint or prohibition preventing consummation of the offer, sale and
purchase of the Shares contemplated hereby.
6. CONDITIONS OF THE COMPANY'S OBLIGATIONS AT CLOSING
The obligations of the Company under Section 1 hereof are subject to the
fulfillment on or before the date of the First Closing or the Second Closing, as
the case may be, of each of the following conditions, unless waived in writing
by the Company:
6.1 REPRESENTATIONS AND WARRANTIES
The representations and warranties of the Investor and Parent contained in
Section 4 hereof shall be true on and as of the date of the First Closing.
6.2 PERFORMANCE
The Investor and Parent shall have performed and complied with all
agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by them on or before the date of the
First Closing or the Second Closing, as the case may be.
6.3 EXEMPTION
The offer and sale of the Shares to the Investor or to Parent pursuant to
this Agreement shall be exempt from registration under the Securities Act.
6.4 NO INJUNCTIONS OR RESTRAINTS
There shall be no temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction or other
legal restraint or prohibition preventing consummation of the offer, sale and
purchase of the Shares contemplated hereby.
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7. COVENANTS OF THE COMPANY
7.1 RULE 144 REPORTING
The Company shall use its best efforts to make and keep public information
available, as those terms are understood and defined in Rule 144 under the
Securities Act, such that the condition specified in Rule 144(c) is always met
after the date of the First Closing.
7.2 DEMAND REGISTRATION
In the event the condition specified in Rule 144(c) is not met at any time
after the date of the First Closing, the Investor or Parent may request that all
of the Shares be registered under the Securities Act. Upon the receipt of such
request the Company shall use its Reasonable Commercial Efforts to effect such
registration at the Company's expense as soon as practicable. As used in this
Agreement, "Reasonable Commercial Efforts" shall be determined under the law of
the state of New York, United States of America, and shall mean such good faith
efforts as are consistent with efforts made by businesses of similar size and
resources in a similar circumstance and context to achieve a particular result
in a timely manner, but shall not require a party to take actions that would be
commercially unreasonable to such party in the circumstances.
7.3 COMPANY REGISTRATION
If at any time or from time to time the Company shall determine to register
any of its securities for its own account, other than (a) a registration
relating solely to employee benefit plans or (b) a registration relating solely
to a Rule 145 transaction, the Company will promptly give the Investor and
Parent written notice thereof and include in such registration all Shares held
by the Investor and Parent which cannot for whatever reason be sold by the
Investor or Parent under Rule 144 as specified in a written request by the
Investor or Parent made within twenty (20) days after receipt of such written
notice from the Company. Notwithstanding the foregoing, if the managing
underwriter determines that marketing factors require a limitation of the number
of shares to be underwritten, the managing underwriter may limit or exclude some
or all of the Shares to be included in such registration, such limitation or
exclusion to be made pro rata with all other shareholders' shares also being
registered at such time and on the basis of the number of shares being
registered.
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7.4 INFORMATION
The Company shall furnish to the Investor and Parent a copy of each
document filed with the SEC, and each amendment to the Company's Articles of
Incorporation and Bylaws adopted, after the date of this Agreement. The
covenants set forth in this Section 7.4 shall terminate and be of no further
force or effect upon the disposition by the Investor and Parent of seventy-five
(75%) or more of the Shares.
7.5 INDEMNIFICATION
The Company shall indemnify the Investor and Parent for losses and expenses
resulting from any breach of a covenant or of a representation or warranty under
this Agreement on the date of the First Closing or the Second Closing or in the
event the second or third sentence in Section 3.8 hereof ever prove to be or
have been untrue, provided, however, that under no circumstances shall the
Investor or Parent be entitled to any indemnification in excess of the amount
paid by the Investor or Parent for the Shares.
8. MISCELLANEOUS
8.1. AMENDMENTS
Any term of this Agreement may be amended and the observance of any
obligation hereunder may be waived (either generally or in a particular instance
and either retroactively or prospectively) only with the written consent of the
Company, the Investor and Parent. No failure of any party to exercise and no
delay in exercising any right, power or remedy in connection with this Agreement
will operate as a waiver thereof, nor will any single or partial exercise of any
right preclude any other or further exercise of such right or the exercise of
any other right.
8.2. NOTICE
All notices required or permitted to be given under this Agreement shall be
governed by the terms of Section 8.6 of the Master Agreement.
8.3. COUNTERPARTS
This Agreement may be executed and delivered (including by facsimile
transmission) in one or more counterparts, and by the different parties hereto
in separate counterparts, each of which when executed and delivered shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.
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8.4 NO WAIVER
No failure or delay on the part of the Investor or Parent in exercising any
right, power, or privilege hereunder and no course of dealing between the
Company and the Investor or Parent shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, power, or privilege hereunder
preclude any other or further exercise thereof or the exercise of any right,
power, or privilege. The rights and remedies herein expressly provided are
cumulative and not exclusive of any rights or remedies that the Investor or
Parent would otherwise have.
8.5 COURTS OF LAW
The state and federal courts situated in the County of New York, State of
New York, United States of America, shall have sole jurisdiction and venue to
resolve all disputes arising hereunder between the Parties and initiated by the
Company. The state and federal courts situated in King County, State of
Washington, United States of America, shall have sole jurisdiction and venue to
resolve all disputes arising hereunder between the Parties and initiated by the
Investor or Parent. The Parties irrevocably submit to such jurisdiction and
venue, waive any claim to an inconvenient forum posed by such venue, and agree
that process may be served in any manner permitted by such court before which a
dispute is pending.
8.6 BENEFIT OF AGREEMENT
This Agreement is binding upon and inures to the benefit of the Company,
the Investor, Parent and their successors. Notwithstanding the foregoing, the
Company, the Investor and Parent are precluded from assigning any of their
respective rights or delegating any of their respective obligations hereunder or
under any of the other Transaction Documents without the prior written consent
of the other party, except that the Investor and Parent may assign and delegate
their rights and obligations hereunder to an Affiliate so long as the Investor
and Parent remain primarily liable hereunder.
8.7 SEVERABILITY
If any provision of the Transaction Documents is held invalid under any
Applicable Laws, such invalidity shall not affect any other provision of the
Transaction Documents that can be given an effect without the invalid provision,
and, to this end, the provisions hereof are severable.
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8.8 ENTIRE AGREEMENT; GOVERNING LAW
The Transaction Documents and the other documents delivered at the Closings
constitute the full and entire understanding and agreement between the parties
with respect to the subject matter hereof and supersede all prior agreements
with respect to the subject matter hereof. This Agreement shall be governed by
and construed under the laws of the State of New York.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
COMPANY
TARGETED GENETICS CORPORATION
By /s/ H. Stewart Parker
---------------------------------------
Its President, Chief Executive Officer
---------------------------------------
Address: 1100 Olive Way, Suite 100
Seattle, WA 98101
Fax: (206) 623-7064
INVESTOR
MEDEVA PHARMACEUTICALS, INC.
By /s/ William Bogie
---------------------------------------
Its President
---------------------------------------
Address: 755 Jefferson Road
Rochester, NY 14623
Fax: (716) 475-1016
PARENT
MEDEVA PLC
By /s/ G. Watts
---------------------------------------
Its Finance Director
---------------------------------------
Address: 10 St. James's Street
London SW1A 1EF
England
Fax: (44) 171-930-1514
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