TPTX » Topics » R ECITALS

This excerpt taken from the TPTX 8-K filed Jul 28, 2009.

RECITALS

A. Raptor, TPT and Merger Sub intend to effect a merger of Merger Sub with and into Raptor in accordance with the Delaware General Corporation Law (the “DGCL”) and this Agreement (the “Merger”). Upon consummation of the Merger, Merger Sub will cease to exist, and Raptor will become a wholly owned subsidiary of TPT.

B. It is intended that the Merger qualify as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

C. The respective boards of directors of Raptor, TPT and Merger Sub have each adopted a resolution approving and declaring the advisability of this Agreement, the Merger and each of the other Contemplated Transactions, as applicable.

D. As a condition and inducement to Raptor’s, TPT’s and Merger Sub’s willingness to enter into this Agreement and to consummate the Merger, concurrently with the execution and delivery of this Agreement, directors and executive officers of TPT and Raptor, respectively, who own TPT Common Stock and Raptor Common Stock, respectively, are executing voting agreements in favor of Raptor and TPT, respectively (the “Voting Agreements”) whereby such TPT stockholders and Raptor stockholders have agreed to vote their shares of TPT Common Stock and Raptor Common Stock, as applicable, in accordance therewith, respectively, each in the manner and subject to the other terms and conditions set forth therein.

E. Each of Evelyn Graham, Craig Johnson and Paul Schneider, respectively, have executed and delivered amended and restated employment agreements with TPTX, Inc., a Delaware corporation and wholly-owned subsidiary of TPT (the “Employment Agreements”), the forms of which are attached hereto as Exhibits B, C and D, respectively, such Employment Agreements to become effective as of the Effective Date.

 

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These excerpts taken from the TPTX 10-K filed Mar 27, 2009.

RECITALS

WHEREAS, the Company and Executive previously entered into that certain Amended and Restated Employment Agreement dated as of September 1, 2008 (the “Agreement”); and

WHEREAS, the parties desires to amend the Agreement as set forth below.

NOW, THEREFORE, in consideration for the foregoing premises and the mutual covenants and conditions set forth below, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Amendment hereby agree as follows:

RECITALS

WHEREAS, the Company and Executive previously entered into that certain Amended and Restated Employment Agreement dated as of November 12, 2008 (the “Agreement”); and

WHEREAS, the parties desires to amend the Agreement as set forth below.

NOW, THEREFORE, in consideration for the foregoing premises and the mutual covenants and conditions set forth below, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Amendment hereby agree as follows:

RECITALS

WHEREAS, the Company and Executive previously entered into that certain Amended and Restated Employment Agreement dated as of November 12, 2008 (the “Agreement”); and

WHEREAS, the parties desires to amend the Agreement as set forth below.

NOW, THEREFORE, in consideration for the foregoing premises and the mutual covenants and conditions set forth below, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Amendment hereby agree as follows:

RECITALS

A. The Company and Executive previously entered into the Prior Employment Agreement and desire to amend and restate the Prior Agreement in its entirety as set forth herein, effective as of the Effective Date, in order to clarify the application of Section 409A of the Internal Revenue Code (the “Code”) to the benefits provided to Executive under the Prior Agreement.

B. The Company desires to retain the Executive’s experience, skills, abilities, background and knowledge and is willing to engage the Executive’s services on the terms and conditions set forth in this Agreement.

C. The Executive desires to be in the employ of the Company and is willing to accept such employment on the terms and conditions set forth in this Agreement.

RECITALS

A. The Company and Executive previously entered into the Prior Employment Agreement and desire to amend and restate the Prior Agreement in its entirety as set forth herein, effective as of the Effective Date, in order to clarify the application of Section 409A of the Internal Revenue Code (the “Code”) to the benefits provided to Executive under the Prior Agreement

B. The Company desires to retain the Executive’s experience, skills, abilities, background and knowledge and is willing to engage the Executive’s services on the terms and conditions set forth in this Agreement.

C. The Executive desires to be in the employ of the Company and is willing to accept such employment on the terms and conditions set forth in this Agreement.

RECITALS

WHEREAS, the parties entered into a Development and License Agreement effective as of April 21, 2003 (the “Agreement”);

WHEREAS, TorreyPines Therapeutics, Inc. (“TorreyPines”), the parent company of TPTX, and Lilly have entered into a Stock Purchase Agreement on even date herewith whereby TorreyPines will transfer to Lilly two hundred thousand (200,000) shares of TorreyPines common stock in return for a reduction of one half of one percent (0.5%) on the royalty to be paid under the Agreement on Net Sales (as defined in the Agreement) between $[***] and $[***] and a reduction of three percent (3%) on the royalty to be paid under the Agreement on Net Sales (as defined in the Agreement) over $[***]; and

WHEREAS, the parties desire to amend the Agreement in accordance with Section 11.4 of the Agreement in certain respects as set forth below.

NOW, THEREFORE, in consideration for the foregoing premises and the mutual covenants and conditions set forth below, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Amendment hereby agree as follows:

RECITALS

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">WHEREAS, the parties entered into a Development and License Agreement effective as of April 21, 2003 (the
“Agreement”);

WHEREAS, TorreyPines Therapeutics, Inc.
(“TorreyPines”), the parent company of TPTX, and Lilly have entered into a Stock Purchase Agreement on even date herewith whereby TorreyPines will transfer to Lilly two hundred thousand (200,000) shares of TorreyPines
common stock in return for a reduction of one half of one percent (0.5%) on the royalty to be paid under the Agreement on Net Sales (as defined in the Agreement) between $[***] and $[***] and a reduction of three percent (3%) on the royalty to
be paid under the Agreement on Net Sales (as defined in the Agreement) over $[***]; and

WHEREAS, the
parties desire to amend the Agreement in accordance with Section 11.4 of the Agreement in certain respects as set forth below.

SIZE="2">NOW, THEREFORE, in consideration for the foregoing premises and the mutual covenants and conditions set forth below, and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties to this Amendment hereby agree as follows:

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