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Biotech / Medical : Biotech Short Candidates -- Ignore unavailable to you. Want to Upgrade?

To: tuck who wrote (583)	9/11/2003 5:15:26 PM
From: keokalani'nui	Read Replies (1) \| Respond to of 897

I think you are asking how "contractual" is a "binding letter of intent to negotiate." In its lowest form, an LOI is only binding in the sense that each party has an obligation to negotiate in good faith; failure to so negotiate would give rise to a claim and remedy--almost never pursued as each side almost always goes in for swapping at least a couple drafts and, so long as one side is not using the negotiation as a subterfuge to hose a competitor, then everyone walks away at peace having worked over each other's legal divisions without being at risk for performing an incompletely negotiated bargain. In it highest form even if called non-binding and/or conditional on someone else's approval that never comes (Board approval) and settled with a handshake or on a napkin without even a signature, it can result in an enforceable, binding exchange of promises, if substantially all the necessary terms are already agreed to, and even the unintended sale of a great American oil company to another can result. Notably absent from the PR is whether such terms as price, quantity, specifications, contract administration, other unidentified necessary approvals--or the defined consequences of failure to enter into definitive agreements--were also agreed to. Maybe they were and just are not in the PR. And, is it governed by UK, NY or other law? Heard enough? Onviously the shortest and best answer is ya just don't know. The idea that they give themselves a YEAR to negotiate and if it's not done by then either side can call it quits sounds less than writ in stone; but if I were negoatiing an agreement with the US gov, for example, and that is very exhausting proposition worse than negotiating with the Japanese I'd say, I'd want a chance to stop the process; so maybe that is not so ominous. I'd say it is probably truly non-binding, but that both parties have every reason to have it result in a definitive agreement; thus this is only a speculative trading opportunity for at best a modest reward.