To: Flagrante Delictu who wrote (17350 ) 3/12/1998 6:57:00 PM From: celeryroot.com Read Replies (2) | Respond to of 32384
OT I guess they won't get the nay sayers usual quote " if it works on rats ....etc" On Topic i) The Issuer has been granted an option, exercisable until February 27, 1998, to become the exclusive wholesaler of a specialty pharmaceutical product of Lilly currently in development (the "Product"). If the Issuer does not exercise this option, Lilly shall be obligated to purchase $20,000,000 of Common Stock at a per-share purchase price equal to 120% of the average daily closing price of the Common Stock as reported by the National Association of Securities Dealers, Inc. on the 20 consecutive trading days immediately preceding the date which is five days prior to the expiration or termination of the Issuer's option period. -4- (ii) If the Issuer does exercise the option described above, Lilly will be entitled to receive additional shares of Common Stock from the Issuer as payment upon reaching certain milestones in the development of the Product. Specifically, if the Product is cleared for marketing by the U.S. Food and Drug Administration ("FDA"), Lilly will receive $10,000,000 of Common Stock, at the average closing price of the Common Stock for the 20 consecutive trading days immediately preceding the date which is five days prior to the date the Issuer receives notice of FDA approval. Thereafter, if the Product achieves certain pricing levels in the United States over a three-month period, Lilly will receive an amount ranging from $5,000,000 to $10,000,000 in additional shares of Common Stock as a milestone payment, depending on the pricing level achieved. The number of shares will be calculated at the average closing price for the 20 trading days preceding the date which is five days before the end of the three-month period. (iii) If, not later than December 15, 1998, the Product is disapproved by the FDA and Lilly terminates its collaboration with the Issuer concerning the Issuer's product Targretin, the Issuer may terminate and relinquish its interest in the Product and thereafter Lilly shall purchase $5,000,000 of Common Stock, at the average closing price of the shares for the 20 trading days immediately preceding the date which is five days prior to the Issuer's notice of termination. (iv) If the Product fails to achieve a specified minimum average pricing level for a six-month period after introduction into the market, the Issuer may terminate and relinquish its interest in the Product, and thereafter Lilly shall -5- purchase $5,000,000 of Common Stock from the Issuer at the average closing price of the Common Stock for the 20 trading days preceding the date which is five days before the Issuer's notice of termination. (v) If under certain circumstances Lilly terminates the arrangement with the Issuer regarding the Product, Lilly shall purchase $20,000,000 of Common Stock from the Issuer at 120% of the average closing price of the Common Stock for the 20 trading days preceding the date which is five days prior to Lilly's notice of termination.