Exhibit 10.2
Form of
STOCK PURCHASE AGREEMENT
by and between
BIOCRYST PHARMACEUTICALS, INC.
and
TORII PHARMACEUTICAL CO., LTD.
dated May 31, 1996
$1,500,000 of Common Stock
TABLE OF CONTENTS
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Page
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1. Sale of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Sale and Issuance . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Representations and Warranties of the Company . . . . . . . . . . . . 2
2.1 Organization, Good Standing and Qualification . . . . . . . . . . 2
2.2 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.3 Valid Issuance of Shares . . . . . . . . . . . . . . . . . . . . 2
2.4 Governmental Consents . . . . . . . . . . . . . . . . . . . . . . 2
2.5 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.6 Compliance with Other Instruments . . . . . . . . . . . . . . . . 2
2.7 License Agreement . . . . . . . . . . . . . . . . . . . . . . . . 3
3. Representations and Warranties of the Investor . . . . . . . . . . . . 3
3.1 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.2 Governmental Consents . . . . . . . . . . . . . . . . . . . . . . 3
3.3 Purchase Entirely for Own Account . . . . . . . . . . . . . . . . 3
3.4 Investment Experience . . . . . . . . . . . . . . . . . . . . . . 3
3.5 Accredited Investor . . . . . . . . . . . . . . . . . . . . . . . 3
3.6 Disclosure of Information . . . . . . . . . . . . . . . . . . . . 4
3.7 Foreign Investor Representations . . . . . . . . . . . . . . . . 4
3.8 Legends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4. Covenants of the Investor . . . . . . . . . . . . . . . . . . . . . . 4
4.1 Standstill . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.2 Restrictions on Acts in Concert with Others . . . . . . . . . . . 5
4.3 Restrictions on Transfer of Shares . . . . . . . . . . . . . . . 5
4.4 Company Right of First Refusal . . . . . . . . . . . . . . . . . 5
4.5 Dissenter's Rights . . . . . . . . . . . . . . . . . . . . . . . 6
4.6 Voting of Shares . . . . . . . . . . . . . . . . . . . . . . . . 6
4.7 Affiliates also Bound . . . . . . . . . . . . . . . . . . . . . . 6
5. Conditions of the Investor's Obligations at Closing . . . . . . . . . 7
5.1 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5.2 Representations and Warranties . . . . . . . . . . . . . . . . . 7
5.3 License Agreement . . . . . . . . . . . . . . . . . . . . . . . . 7
6. Conditions of the Company's Obligations at Closing . . . . . . . . . . 7
6.1 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
6.2 Representations and Warranties . . . . . . . . . . . . . . . . . 7
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Page
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6.3 Payment of Purchase Price . . . . . . . . . . . . . . . . . . . . 7
6.4 Qualifications . . . . . . . . . . . . . . . . . . . . . . . . . 7
6.5 License Agreement . . . . . . . . . . . . . . . . . . . . . . . . 7
7. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
7.1 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . 7
7.2 Governing Law; Disputes . . . . . . . . . . . . . . . . . . . . . 7
7.3 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . 8
7.4 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
7.5 Attorneys' Fees . . . . . . . . . . . . . . . . . . . . . . . . . 8
7.6 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
7.7 Finder's Fee . . . . . . . . . . . . . . . . . . . . . . . . . . 9
7.8 Aggregation of Stock . . . . . . . . . . . . . . . . . . . . . . 9
7.9 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . 9
7.10 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . 9
7.11 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . 9
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BIOCRYST PHARMACEUTICALS, INC.
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is made as of the 31st day of May,
1996, by and between BioCryst Pharmaceuticals Inc., a Delaware corporation
having its principal executive offices at 2190 Parkway Lake Drive, Birmingham,
Alabama 35244 (the "Company"), and Torii Pharmaceutical Co., Ltd., a Japanese
corporation having its principal executive offices at 3-4-1, Nihonbashi-Honcho,
Chuo-Ku, Tokyo 103, Japan (the "Investor").
WHEREAS, the Investor desires to make an equity investment in the
Company through the purchase of newly issued shares of common stock of the
Company, $.01 per share par value ("Common Stock"); and
WHEREAS, the Investor further desires to collaborate with the
Company and to obtain from the Company certain rights to the Company's
technologies and know-how in Japan pursuant to the terms of that certain License
Agreement of even date herewith (the "License Agreement").
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Sale of Common Stock.
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1.1 Sale and Issuance. Subject to the terms and conditions of
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this Agreement, the Investor agrees to purchase at the Closing (as defined in
Section 1.2) and the Company agrees to sell and issue to the Investor at such
Closing, at a purchase price per share determined as set forth below, that
number of shares (rounded down to the nearest whole share) of the Company's
Common Stock that is equivalent in value to $1,500,000 (United States Dollars,
"USD"). The shares of Common Stock to be sold hereunder are collectively
referred to as the "Shares". The per share purchase price (the "Purchase
Price") to be paid by the Investor for the Shares to be purchased from the
Company at the Closing shall be [ * ]. The number of Shares to be issued to the
Investor at the Closing shall be equal to $1,500,000 divided by the Purchase
Price rounded down to the nearest Share, unless otherwise agreed by the parties
in advance of the Closing.
1.2 Closing. The purchase and sale of the Shares shall take
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place at the executive offices of the Investor on May 31, 1996, or at such other
time or other place as the Company and the Investor mutually agree upon orally
or in writing (which time and place is designated as the "Closing"). At the
Closing the Company shall deliver to the Investor a certificate representing the
Shares purchased by the Investor against delivery to the Company by the Investor
of a wire transfer according to instructions provided by the Company in
immediately available funds in the amount $1,500,000 (USD).
* Indicates material that has been omitted and for which confidential
treatment has been requested. All such omitted material has been filed
separately with the Commission pursuant to Rule 24b-2.
2. Representations and Warranties of the Company. The Company
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hereby represents and warrants to the Investor that:
2.1 Organization, Good Standing and Qualification. The Company
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is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware.
2.2 Authorization. All corporate action on the part of the
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Company, its officers, directors and shareholders necessary for the
authorization, execution and delivery of this Agreement, the performance of all
obligations of the Company hereunder and thereunder and the authorization,
issuance and delivery of the Shares being sold hereunder has been taken or will
be taken prior to the Closing, and this Agreement constitutes a valid and
legally binding obligation of the Company, enforceable in accordance with its
terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general application affecting
enforcement of creditors' rights generally and (ii) as limited by laws relating
to the availability of specific performance, injunctive relief, or other
equitable remedies.
2.3 Valid Issuance of Shares. The Shares which are being
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purchased by the Investor hereunder, 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, based in part upon
the representations of the Investor in this Agreement, will be issued in
compliance with all applicable federal and state securities laws.
2.4 Governmental Consents. No consent, approval, order or
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authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority on the part of
the Company is required in connection with the consummation of the transactions
contemplated by this Agreement, except for post-Closing filings as may be
required under applicable state securities laws.
2.5 Litigation. Other than the dispute between the Company and
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Warner-Lambert, which does not relate to any Licensed Compound, there is no
action, suit, proceeding or investigation pending or currently threatened
against the Company. The Company is not a party or subject to the provisions of
any order, writ, injunction, judgment or decree of any court or government
agency or instrumentality. There is no action, suit, proceeding or
investigation by the Company currently pending or which the Company intends to
initiate.
2.6 Compliance with Other Instruments. The Company is not in
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violation or default of any provisions of its Composite Certificate of
Incorporation or Bylaws or of any instrument, judgment, order, writ, decree or
contract to which it is a party or by which it is bound or, to its knowledge, of
any provision of federal or state statute, rule or regulation applicable to the
Company. The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby will not result in any such
violation or be in conflict with or constitute, with or without the passage of
time and giving of notice, either a default under any such provision,
instrument, judgment, order, writ,
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decree or contract or an event which results in the creation of any lien, charge
or encumbrance upon any assets of the Company or the suspension, revocation,
impairment, forfeiture, or nonrenewal of any material permit, license,
authorization, or approval applicable to the Company, its business or operations
or any of its assets or properties.
2.7 License Agreement. The Company has full power and authority
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to enter into the License Agreement and to grant the Licenses granted to
Investor thereunder.
3. Representations and Warranties of the Investor. The
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Investor hereby represents and warrants to the Company that:
3.1 Authorization. The Investor represents that it has full
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power and authority to enter into this Agreement. This Agreement constitutes
its valid and legally binding obligation, enforceable in accordance with its
terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general application affecting
enforcement of creditors' rights generally and (ii) as limited by laws relating
to the availability of specific performance, injunctive relief, or other
equitable remedies
3.2 Governmental Consents. With the exception of a report to be
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filed by the Investor subsequent to the Closing with the Japanese Ministry of
Finance, no consent, approval, order or authorization of, or notification,
registration, qualification, designation, declaration or filing with any United
States or Japanese governmental authority on the part of the Investor is
required in connection with the consummation of the transactions contemplated by
this Agreement so far as the number of Shares acquired by the Investor
constitute not more than five (5) percent of all the issued Common Stock of the
Company.
3.3 Purchase Entirely for Own Account. This Agreement is made
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with the Investor in reliance upon the Investor's representation to the Company,
which by the Investor's execution of this Agreement the Investor hereby
confirms, that the Shares to be received by the Investor will be acquired for
investment for the Investor's own account, not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof, and that such
Investor has no present intention of selling, granting any participation in, or
otherwise distributing the same. By executing this Agreement, the Investor
further represents that it does not have 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 the Shares.
3.4 Investment Experience. The Investor is an investor in
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securities of companies in Japan and/or countries outside of Japan in the
development stage and acknowledges that it is able to fend for itself, can bear
the economic risk of its investment and has such knowledge and experience in
financial or business matters such that it is capable of evaluating the merits
and risks of its investment in the Shares.
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3.5 Accredited Investor. The Investor is an "accredited
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investor" within the meaning of SEC Rule 501 of Regulation D of the Securities
Act of 1933, as amended (the "Act"), as presently in effect.
3.6 Disclosure of Information. The Investor acknowledges that
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it has received all the information it considers necessary or appropriate for
deciding whether to purchase the Shares and that it has had an opportunity to
ask questions and receive answers from the Company regarding the terms and
conditions of the issuance of the Shares. The foregoing, however, does not
limit or modify the representations and warranties of the Company in Section 2
of this Agreement or the right of the Investor to rely thereon.
3.7 Foreign Investor Representations.
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(a) The Investor acknowledges that the Shares it is purchasing
are characterized as "restricted securities" under federal securities laws
inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and under such laws and applicable regulations such
securities may be resold without restriction in the United States or to United
States citizens, residents or nationals or entities organized or chartered under
the laws of the United States only in certain limited circumstances.
(b) The Investor further represents to the Company that its
principal place of business is at the address set forth in the first paragraph
of this Agreement, and acknowledges and agrees that the Shares will not be
reoffered or resold in the United States or to United States citizens, residents
or nationals or entities organized or chartered under the laws of the United
States in the absence of (i) compliance with the registration provisions of the
Act, or (ii) a favorable opinion of counsel satisfactory to the Company that
such Shares are being reoffered or resold pursuant to an exemption from the
registration requirements of the Act or any applicable securities laws of any
state of the United States.
3.8 Legends. The Investor understands that the certificates
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evidencing the Shares may bear the following legends:
(a) "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT") AND MAY NOT BE TRANSFERRED TO CITIZENS, RESIDENTS OR NATIONALS OR
ENTITIES ORGANIZED OR CHARTERED UNDER THE LAWS OF THE UNITED STATES OF AMERICA,
UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE
ISSUER, THAT SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE ACT OR ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
(b) "THESE SECURITIES ARE SUBJECT TO A MARKET STAND-OFF
AGREEMENT CONTAINED IN A STOCK PURCHASE AGREEMENT, COPIES OF WHICH MAY BE
OBTAINED, UPON WRITTEN REQUEST, FROM THE SECRETARY OF THE COMPANY."
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4. Covenants of the Investor.
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4.1 Standstill.
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(a) The Investor agrees that it shall not for a period of five
(5) years from the Closing, except with the Company's prior written consent,
acquire beneficial ownership of any voting securities of the Company, any
securities convertible into or exchangeable for such securities, or any other
right to acquire any such securities, or authorize or make a tender, exchange or
other offer without the prior written consent of the Company, if the effect of
such acquisition would be to increase the voting power of all voting securities
of the Company then owned by the Investor or which the Investor has the right to
acquire to more than ten percent (10%) of the total voting power of the Company.
(b) The term "voting securities" shall mean any securities
issued by the Company having the ordinary power to vote in the election of
directors of the Company (other than securities having such power only upon the
occurrence of a contingency), and "total voting power" shall mean the number of
votes which may be cast in the election of directors of the Company if all such
securities entitled to vote in the election of directors were present at a
meeting therefor and voted.
4.2 Restrictions on Acts in Concert with Others. Without the
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Company's prior written consent, the Investor agrees that it shall not for a
period of five (5) years from the Closing (a) take any action alone or in
concert with any other third party (including without limitation entering into a
partnership or voting trust) to affect voting control of the Company or (b)
solicit proxies with respect to the Company's voting securities.
4.3 Restrictions on Transfer of Shares. (a) In addition to the
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limitations set forth in Section 3.7 hereof, for a period of five (5) years from
the Closing Date (the "Five Year Lock-up Period"), the Investor shall not,
without the consent of the Company, directly or indirectly, sell, offer to sell,
contract to sell (including without limitation, any short sale), grant any
option to purchase or otherwise transfer or dispose of any of the Shares;
provided, however, that the Shares will continue to be subject to such
restrictions at the end of the Five Year Lock-up Period to the same extent and
for the same time period as any directors or officers of the Company are so
similarly restricted. In order to enforce the foregoing covenant, the Company
may impose stop transfer instructions with respect to the Shares held by the
Investor until the end of the Five Year Lock-Up Period.
(b) In addition to the foregoing, in no event will the Investor,
without the prior written consent of the Company (which will not be unreasonably
withheld) transfer Shares in transactions (i) which, directly or indirectly,
results, to the best knowledge of the Investor, in any single person or group
acting in concert owning or having the right to acquire voting securities with
aggregate voting power of five percent (5%) or more of the total voting power of
the Company or (ii) where the transferee or acquiror does not agree to be bound
by the terms and conditions of this Agreement.
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4.4 Company Right of First Refusal. After the end of the Five
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Year Lock-Up Period and any extension thereof pursuant to Section 4.3(a), in the
event the Investor desires to transfer any Shares at any time, it shall first
deliver a notice (the "Investor Offer Notice") to the Company which shall
specify the number of Shares which the Investor desires to sell or transfer, the
approximate number of the proposed purchasers or transferees, the name(s) of the
proposed purchasers or transferees if known to the Investor, the price per share
at which the Investor desires to sell or transfer the Shares (the "Transfer
Price") and the other material terms upon which such disposition is proposed to
be made. The Company shall, by notice given by the Company to the Investor
within 5 business days after receipt of the Investor Offer Notice, indicate its
intention to purchase all, or any portion, of the Shares specified in the
Investor Offer Notice for cash at the per share Transfer Price, provided, within
30 calendar days after such notice of exercise by the Company, the Company shall
provide the Investor with evidence satisfactory to the Investor (by the written
commitment letter subject only to customary representations, diligence and
documentation, letter of credit or otherwise) of its ability to finance the
purchase of the Shares. If the Company exercises its right of first refusal
hereunder, the closing of the purchase of the voting securities with respect to
which such right has been exercised will take place within 60 calendar days
after the Company gives notice of such exercise, which period of time shall be
extended, if required, in order to comply with applicable laws and regulations.
Upon exercise of the right of first refusal, the Company and the Investor shall
be legally obligated to consummate the purchase contemplated thereby and shall
use their best efforts to secure any approvals required in connection therewith.
To the extent the Company does not exercise its right of first refusal hereunder
as specified herein, the Investor shall be free to sell any voting securities
specified in the Investor Offer Notice and not elected to be purchased by the
Company on terms no less favorable to the Investor than the terms specified in
the Investor Offer Notice. In the event the Investor does not sell the voting
securities specified in the Investor Offer Notice within 180 days after the date
of the Investor Offer Notice, it shall not thereafter sell the voting securities
without first offering them to the Company in the manner specified above.
4.5 Dissenter's Rights. The Investor further agrees that, with
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regard to a proposed acquisition of the Company, the Investor agrees not to
exercise any appraisal or similar statutory dissenters' rights with regard to
such transaction, provided that such transaction has been approved by the
Company's Board of Directors and by the holders of a majority of the Company's
outstanding voting securities.
4.6 Voting of Shares. The Investor agrees that on all matters
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for which holders of Common Stock are eligible to vote it shall, so long as it
owns its Shares either directly or indirectly, vote (or cause to vote) all of
its Shares in accordance with the recommendation of the majority of the Board of
Directors of the Company.
4.7 Affiliates also Bound. Any reference to the Investor in any
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of this Section 4 shall be deemed to include its Affiliates (as defined in
Section 1.1 of the Licensing Agreement). The Investor agrees to take any action
necessary, including instructing its representatives on the board of directors
of its Affiliates to take any action so necessary, to ensure that its Affiliates
adhere to the restrictions imposed under this Section 4; provided, however, that
nothing in this Section 4 shall restrict the rights of the Investor and its
Affiliates to transfer Shares to each other.
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5. Conditions of the Investor's Obligations at Closing. The
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obligations of the Investor under Subsection 1.1 of this Agreement are subject
to the fulfillment on or before the Closing of each of the following conditions:
5.1 Closing. The Closing shall have occurred on or before June
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1st, 1996.
5.2 Representations and Warranties. The representations and
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warranties of the Company contained in Section 2 shall be true on and as of the
Closing with the same effect as though such representations and warranties had
been made on and as of the date of such Closing.
5.3 License Agreement. The License Agreement shall have been
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executed and delivered by the parties.
6. Conditions of the Company's Obligations at Closing. The
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obligations of the Company to the Investor under this Agreement are subject to
the fulfillment on or before the Closing of each of the following conditions by
the Investor:
6.1 Closing. The Closing shall have occurred on or before June
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1st, 1996.
6.2 Representations and Warranties. The representations and
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warranties of the Investor contained in Section 3 shall be true on and as of the
Closing with the same effect as though such representations and warranties had
been made on and as of the Closing.
6.3 Payment of Purchase Price. The Investor shall have
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delivered the Purchase Price for each of the Shares as specified in Section 1.
6.4 Qualifications. All authorizations, approvals or permits,
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if any, of any governmental authority or regulatory body of Japan or the United
States or of any state that are required in connection with the lawful issuance
and sale of the Shares pursuant to this Agreement shall be duly obtained and
effective as of the Closing.
6.5 License Agreement. The License Agreement shall have been
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executed and delivered by the parties, and the Investor shall have paid all
amounts due upon execution thereof.
7. Miscellaneous.
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7.1 Successors and Assigns. The terms and conditions of this
----------------------
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies,
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obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.
7.2 Governing Law; Disputes. This Agreement shall be governed
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by and construed under the laws of the State of New York without regard to
conflicts of law principles. All interpretations of the provisions and meaning
of this Agreement shall be in English. In the event of any dispute between the
parties, such dispute shall be settled in accordance with Section 15 of the
License Agreement. Service may be effected by compliance with the notice
provisions of paragraph 7.4 of this Agreement, or by any other means permitted
by law.
7.3 Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7.4 Notices. Unless otherwise provided, notices under this
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Agreement shall be sufficient only if personally delivered, delivered by a major
commercial rapid delivery courier service or mailed by certified or registered
mail, return receipt requested, to a party at its addresses set forth below or
if sent by telefax to the number specified below and confirmed by one of the
foregoing methods of delivery:
If to Company:
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BioCryst Pharmaceuticals, Inc.
2190 Parkway Lake Drive,
Birmingham, Alabama 35244, U.S.A.
Attention: President
Fax: 205-444-4640
With a copy to:
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Brobeck, Phleger & Harrison LLP
1301 Avenue of the Americas
New York, New York 10019, U.S.A.
Attention: Richard R. Plumridge, Esq.
Fax: 212-586-7878
If to the Investor:
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Torii Pharmaceutical Co., Ltd.
3-4-1, Nihonbashi-Honcho
Chuo-Ku
Tokyo 103, Japan
Fax: 81 (3) 5203-7334
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7.5 Attorneys' Fees. If any action at law or in equity is
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necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees, costs and necessary
disbursements in addition to any other relief to which such party may be
entitled.
7.6 Expenses. Each party hereto shall bear its legal and other
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expenses incurred in connection with the negotiation, execution, delivery and
performance of this Agreement.
7.7 Finder's Fee. Each party represents that, with the
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exception of the Company's arrangements with Dillon, Read & Co. Inc., it neither
is nor will be obligated for any finders' fee or commission in connection with
this transaction. The Investor agrees to indemnify and to hold harmless the
Company from any liability for any commission or compensation in the nature of a
finders' fee (and the costs and expenses of defending against such liability or
asserted liability) for which the Investor or any of its officers, partners,
employees, or representatives is responsible. The Company agrees to indemnify
and hold harmless the Investor from any liability for any commission or
compensation in the nature of a finders' fee (and the costs and expenses of
defending against such liability or asserted liability) for which the Company or
any of its officers, employees or representatives is responsible.
7.8 Aggregation of Stock. For the purpose of determining the
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Investor's rights under this Agreement, all shares of Common Stock held by the
Investor either directly or indirectly shall be aggregated together.
7.9 Severability. If one or more provisions of this Agreement
------------
are held to be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.
7.10 Entire Agreement. This Agreement and the License Agreement
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supersede all proposals, oral or written, all negotiating conversations, or
discussions between or among the parties relating to the subject matter of this
Agreement and all past dealing or industry custom.
7.11 Defined Terms. Capitalized terms used herein and not
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otherwise defined shall have the meanings assigned to such terms in the License
Agreement.
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IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement as of the date first above written.
BIOCRYST PHARMACEUTICALS, INC.
By
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Name: Charles E. Bugg, Ph.D.
Title: Chairman, President & CEO
TORII PHARMACEUTICAL CO., LTD.
By
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Name: Fumiki Tsukada
Title: President
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