Exhibit 10.1


 


THIS  STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into
and made effective as of July 27, 2006, by and between Toray
Industries, Inc. (“Seller”) and United Therapeutics Corporation (“Buyer”).


WHEREAS, the
Seller desires to sell, assign, transfer and convey all of its right, title and
interest in and to 766,666 shares (the “Shares”) of common stock, par value
$0.01 per share, of the Buyer (the “Common Stock”) to the Buyer, and the Buyer
desires to purchase the Shares, in each case, on the terms and subject to the
conditions set forth in this Agreement.


WHEREAS, the
Seller is the sole holder of all right, title and interest in and to the
Shares.


NOW
THEREFORE, in consideration of the promises and the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:


1.           Purchase and Sale of the
Shares.  Upon the terms and subject
to the conditions of this Agreement, at the Closing (as defined below), the
Seller shall assign, transfer and convey to the Buyer, and the Buyer shall
receive and accept from the Seller (the “Transfer”), all of the Seller’s right,
title and interest in and to the Shares.


(a)           At or prior to the Closing, the
Seller shall deliver to the Bank of New York (“BONY”), Buyer’s transfer agent
for the Common Stock the following:


(i)             Stock Certificate No. NY408
representing 666,666 shares of Common Stock , duly endorsed by an Authorized
Individual (as defined below) or accompanied by stock powers duly executed by
an Authorized Individual, for transfer to Buyer.  A Medallion Guarantee Stamp must be affixed to Stock Certificate
No. NY688 if so endorsed, or to the accompanying stock powers, if provided.


(ii)            Stock Certificate No. NY688
representing 200,000 shares of Common Stock accompanied by a duly executed
irrevocable letter of instruction
to BONY in the form attached hereto as Exhibit A instructing BONY to (A) cancel
Stock Certificate No. NY688 representing 200,000 shares of Common Stock of
Buyer, (B) issue a new stock certificate to Seller representing 100,000 shares
of Common Stock and (C) issue a new stock certificate to Buyer representing
100,000 shares of Common Stock.  A
Medallion Guarantee Stamp must be affixed to the letter of instruction.


(iii)           A Corporate Resolution adopted by
Seller’s board of directors dated within 6 months of the Closing Date naming
the individuals who are authorized to transfer the Shares (the “Authorized
Individuals”) and executed by an individual who is not named as an Authorized
Individual.  The Seller’s corporate seal
must be affixed to the Corporate Resolution. If the Seller does not have a
corporate seal, the Corporate Resolution should so indicate.



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Delivery of the items above shall be by overnight
courier to BONY at the following address:


Raymond Poplasky


Assistant Vice President


The Bank of New York Stock Transfer
Administration  Dept 11E


101 Barclay Street


New York, NY 10286


Tele. # 212-815-4357


Fax    #
212-815-4920


(b)         At the Closing, the Buyer shall deliver
the Purchase Price (as defined below), by wire transfer of immediately
available funds in accordance with the Seller’s written wire instructions
delivered to Buyer at least three business days prior to the Closing.  The Purchase Price shall be $42,231,030 which
represents (a) the
average of the closing prices of the Common Stock for the 30 consecutive
trading days during the period beginning on June 14, 2006 and ending on July
26, 2006 as reported by the NASDAQ National Market times (b) 766,666.


2.           Closing.  The
completion of the Transfer and the payment of the Purchase Price by the Buyer
(the “Closing”) shall occur at 10:00 a.m., local time, on July 28, 2006,
or at such other date and time, and at such place as shall be mutually agreed
upon by the Buyer and the Seller, either orally or in writing, subject to the
satisfaction (or waiver) of the conditions set forth in Sections 5 and 6 of
this Agreement.  The date of the Closing
is sometimes referred to in this Agreement as the “Closing Date.”


3.             Representations and Warranties
of Seller.  To induce Buyer to enter
into this Agreement, the Seller hereby represents and warrants to the Buyer
that:


(a)           The Seller has the legal right, power
and authority to enter into this Agreement and perform its obligations
hereunder.


(b)           This Agreement has been duly executed
by the Seller and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms, subject to general
principles of equity and to applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation and other similar laws relating to, or affecting
generally, the enforcement of applicable creditors’ rights and remedies.


(c)           The execution and performance of this
Agreement does not violate any law applicable to the Seller, conflict with any
agreement to which the Seller is a party or is bound thereby, any court order
or judgment addressed to the Seller, or the constituent documents of the
Seller.


(d)           The Seller owns the Shares
beneficially and of record, free and clear of all liens, claims, preemptive
rights, pledges, charges, commitments, conditions, restrictions, encumbrances,
proxies or voting or other agreements (collectively, “Liens”) and no other
party has any ownership or other interests in and to the Shares.



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(e)           The Seller will transfer to the Buyer
on the Closing Date good and valid title to the Shares, free and clear of all
Liens.


(f)            The Seller is an “accredited
investor” as that term is defined in Rule 501(a) of Regulation D under the
Securities Act and the Seller has such knowledge and experience in business and
financial matters so as to enable it to understand and evaluate the risks of
its decision to sell the Shares.


(g)           The Seller acknowledges that it is
not relying upon any representations or warranties or other disclosures,
express or implied, whether prior to the date hereof or contemporaneous with
the execution of this Agreement, of the Buyer or any of its advisors or
representatives, except as provided in Section 4 hereof.  The Seller acknowledges that the Buyer is in
possession of information regarding the Buyer and the Shares which has not been
disclosed to the Seller that might be material to the Buyer’s decision to
acquire the Shares and the Seller is capable of understanding and appreciating,
and does understand and appreciate, the significance of such undisclosed
information. The Seller represents that it will not pursue any claim against
the Buyer based on or relating to the Buyer’s possession of such undisclosed
information.  The Seller understands and
agrees that the Buyer’s agreement to purchase the Shares from the Seller is
conditioned on the Seller’s acknowledgments and representations set forth in
this Section 3(g).


4.             Representations and Warranties
of Buyer.  To induce Seller to enter
into this Agreement, the Buyer hereby represents and warrants to the Seller
that:


(a)           The Buyer has the legal right, power and authority
to enter into this Agreement and perform its obligations hereunder.


(b)           The execution and performance of this
Agreement does not violate any law applicable to the Buyer, conflict with any
agreement to which the Buyer is a party or is bound thereby, any court order or
judgment addressed to the Buyer, or the constituent documents of the Buyer.


(c)           This Agreement has been duly executed
by the Buyer and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms, subject to general
principles of equity and to applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation and other similar laws relating to, or affecting
generally, the enforcement of applicable creditors’ rights and remedies.


(d)           The Buyer acknowledges that it is not
relying upon any representations or warranties or other disclosures, express or
implied, whether prior to the date hereof or contemporaneous with the execution
of this Agreement, of the Seller or any of its advisors or representatives,
except as provided in Section 3 hereof. 
The Buyer acknowledges that the Seller is in possession of information
regarding the Seller which has not been disclosed to the Buyer that might be
material to the Buyer’s decision to 



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purchase the Shares and the Buyer is capable of
understanding and appreciating, and does understand and appreciate, the significance
of such undisclosed information. The Buyer represents that it will not pursue
any claim against the Seller based on or relating to the Seller’s possession of
such undisclosed information.  The Buyer
understands and agrees that the Seller’s agreement to sell the Shares to the
Buyer is conditioned on the Buyer’s acknowledgments and representations set
forth in this Section 4(d).


5.             Conditions
to the Seller’s Obligation to Close.  The obligation of the Seller to sell the
Shares to the Buyer at the Closing is subject to the satisfaction, at or before
the Closing Date, of each of the following conditions, provided that these
conditions are for the Seller’s sole benefit and may be waived by the Seller at
any time in its sole discretion by providing the Buyer with prior written
notice thereof: (a) the Buyer shall have delivered to the Seller the Purchase
Price in accordance with Section 1; and (b) the representations and warranties
of the Buyer shall be true, correct and complete in all respects as of the date
when made and as of the Closing Date as though made at that time, and the Buyer
shall have complied with the covenants, agreements and conditions required by
this Agreement to be performed, satisfied or complied with by the Buyer at or
prior to the Closing Date.


6.             Conditions
to The Buyer’s Obligation to Close.  The obligation of the Buyer to purchase the
Shares from the Seller at the Closing is subject to the satisfaction, at or
before the Closing Date, of each of the following conditions, provided that these
conditions are for the Buyer’s sole benefit and may be waived by the Buyer at
any time in its sole discretion by providing the Seller with prior written
notice thereof: (a) the Seller shall have delivered the Shares in accordance
with Section 1; and (b) the representations and warranties of the Seller shall
be true, correct and complete in all respects as of the date when made and as
of the Closing Date as though made at that time, and the Seller shall have
complied with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Seller at or prior
to the Closing Date.


7.             Indemnification.


(a)           Survival.  The representations and warranties of the
parties contained in this Agreement shall survive for a period of two years
following the Closing Date and claims may be asserted with respect thereto to
the extent permitted by this Section 7. 
Any claim for indemnification for a breach of a representation or warranty
not made on or prior to two years following the Closing Date will be
irrevocably and unconditionally released and waived.  All of the covenants or other agreements of
the parties contained in this Agreement shall survive until fully performed or
fulfilled, unless and to the extent only that non-compliance with such
covenants or agreements is waived in writing by the party entitled to such
performance.


(b)           Indemnification.  Each party hereto shall indemnify and hold
harmless (such indemnifying party, the “Indemnifying Party”) the other party and
its respective directors, officers, employees, affiliates, stockholders,
agents, attorneys, representatives and successor (collectively, the “Indemnified
Parties”) harmless from and against any and all losses, liabilities, claims,
demands, judgments, damages (excluding incidental, 



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consequential and punitive damages except to the
extent an Indemnified Party has been required to pay such damages to a third
party), fines, suits, actions, costs and expenses (individually, a “Loss” and,
collectively, “Losses”):  (i)  based upon or resulting from the failure of
any of the representations or warranties made by the Indemnifying Party in this
Agreement to be true and correct in all respects at and as of the date hereof
and at and as of the Closing Date and (ii) based upon or resulting from
the breach of any covenant contained herein on the part of the Indemnifying
Party.


(c)           Indemnification Procedures.  A claim for indemnification for any matter
not involving a third-party claim may be asserted by notice to the party from
whom indemnification is sought.  In the
event that any legal proceedings shall be instituted, or that any claim shall
be asserted, by any third party in respect of which payment may be sought under
this Section 7 ( an “Indemnification Claim”), the Indemnified Party shall
promptly cause written notice of the assertion of any Indemnification Claim of
which it has knowledge which is covered by this indemnity to be forwarded to
the Indemnifying Party.  The failure of
the Indemnified Party to give reasonably prompt notice of any Indemnification
Claim shall not release, waive or otherwise affect the Indemnifying Party’s
obligations with respect thereto except to the extent that the Indemnifying
Party is materially prejudiced as a result of such failure.  The Indemnifying Party shall have the right,
at its sole option and expense, to be represented by counsel of its choice,
which counsel must be reasonably satisfactory to the Indemnified Party, and to
defend against, negotiate, settle or otherwise deal with any Indemnification
Claim which relates to any Losses indemnified against by it hereunder.  If the Indemnifying Party elects to defend
against, negotiate, settle or otherwise deal with any Indemnification Claim
which relates to any Losses indemnified against by it hereunder, it shall
within 30 days (or sooner, if the nature of the Indemnification Claim so
requires) notify the Indemnified Party of its intent to do so.  If the Indemnifying Party elects not to
defend against, negotiate, settle or otherwise deal with any Indemnification
Claim which relates to any Losses indemnified against hereunder, the
Indemnified Party may defend against, negotiate, settle or otherwise deal with
such Indemnification Claim.  If the Indemnifying
Party shall assume the defense of any Indemnification Claim, the Indemnified
Party may participate, at his or its own expense, in the defense of such
Indemnification Claim; provided, however, that such Indemnified
Party shall be entitled to participate in any such defense with separate counsel
at the expense of the Indemnifying Party if: 
(i) so requested by the Indemnifying Party to participate or
(ii) in the reasonable opinion of the Indemnified Party, a conflict or
potential conflict exists between the Indemnified Party and the Indemnifying
Party that would make such separate representation advisable; and provided,
further, that the Indemnifying Party shall not be required to pay for
more than one such counsel (plus any appropriate local counsel) for all
Indemnified Parties in connection with any Indemnification Claim.  The parties hereto agree to cooperate fully
with each other in connection with the defense, negotiation or settlement of
any such Indemnification Claim. 
Notwithstanding anything in this Section 7(c) to the contrary, neither
the Indemnifying Party nor the Indemnified Party shall, without the written
consent of the other party (such consent not to be unreasonably withheld or
delayed), settle or compromise any Indemnification Claim or permit a default or
consent to entry of any judgment unless the claimant and such party provide to
such other party an unqualified release from all liability in respect of the
Indemnification Claim.  Notwithstanding
the foregoing, if a 



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settlement offer solely for money damages is made by
the applicable third party claimant, and the Indemnifying Party notifies the
Indemnified Party in writing of the Indemnifying Party’s willingness to accept
the settlement offer and pay the amount called for by such offer, and the
Indemnified Party declines to accept such offer, the Indemnified Party may
continue to contest such Indemnification Claim, free of any participation by
the Indemnifying Party, and the amount of any ultimate liability with respect
to such Indemnification Claim that the Indemnifying Party has an obligation to
pay hereunder shall be limited to the lesser of (A) the amount of the
settlement offer that the Indemnified Party declined to accept plus the Losses
of the Indemnified Party relating to such Indemnification Claim through the date
of its rejection of the settlement offer or (B) the aggregate Losses of
the Indemnified Party with respect to such Indemnification Claim.  If the Indemnifying Party makes any payment
on any Indemnification Claim, the Indemnifying Party shall be subrogated, to
the extent of such payment, to all rights and remedies of the Indemnified Party
to any insurance benefits or other claims of the Indemnified Party with respect
to such Indemnification Claim.  After any
final decision, judgment or award shall have been rendered by a governmental
body of competent jurisdiction and the expiration of the time in which to
appeal therefrom, or a settlement shall have been consummated, or the
Indemnified Party and the Indemnifying Party shall have arrived at a mutually
binding agreement with respect to an Indemnification Claim hereunder, the
Indemnified Party shall forward to the Indemnifying Party notice of any sums
due and owing by the Indemnifying Party pursuant to this Agreement with respect
to such matter, and the Indemnifying Party shall promptly pay such sums to the
Indemnified Party or Indemnified Parties, as the case may be.


8.             Further Acts.  Each party shall do and perform all such
further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement.


9.             Entire Agreement.  This Agreement and the documents referenced
herein constitute the entire agreement among the parties hereto with respect to
the subject matter hereof.  There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein and therein.  This
Agreement supersedes all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof and thereof.


10.           Miscellaneous.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns, may not be assigned by one party without the consent of the
other party and may not be amended except in a writing signed by both parties
hereto.  All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall
be governed by the internal laws of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule (whether of
the State of New York or any other jurisdictions) that would cause the
application of the laws of any jurisdictions other than the State of New
York.  If any provision of this Agreement
shall be invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the 



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validity or
enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other
jurisdiction.


11.           Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which taken
together will constitute one and the same instrument.


The parties have
executed this Agreement effective as of the date first written above.


 


	
  

  	
   

  	
  TORAY INDUSTRIES, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Masaaki Fushimi

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Masaaki Fushimi

  
	
   

  	
   

  	
   

  	
   

  	
  Title: General Manager, Finance Dept.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UNITED THERAPEUTICS CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Paul Mahon

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Paul Mahon

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Executive Vice-President and

  
	
   

  	
   

  	
   

  	
   

  	
          
  General Counsel

  



 



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EXHIBIT A


July 28, 2006


Raymond Poplasky


Assistant Vice
President


The Bank of New
York Stock Transfer Administration  Dept
11E


101 Barclay Street


New York, NY 10286


Re:          United Therapeutics Corporation


Ladies and Gentlemen:


Toray Industries,
Inc. (“Toray”) has agreed to sell to United Therapeutics Corporation (the “Company”),
and the Company has agreed to purchase from Toray, 766,666 shares of the
Company’s common stock, par value $0.01 per share (the “Common Stock”).


In connection with
the sale of the shares described above, you are hereby authorized and
instructed, as registrar and transfer agent for the Common Stock to:


1.                  Cancel Stock Certificates No. NY408 representing
666,666 shares of Common Stock and No. NY688 representing
200,000 shares of Common Stock, which Certificates are delivered
herewith;


2.                  Issue and
register an aggregate of 766,666 shares of Common Stock in the name of, or at
the direction of, the Company and deliver such shares to the Company in
accordance with the Company’s instructions therefor; and


3.                  Issue and
register an aggregate of 100,000 shares of Common Stock in the name of Toray
Industries, Inc. and deliver a physical stock certificate representing such
shares to the following address:


[Insert address]


	
  

  	
   

  	
  Toray Industries, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature Guaranteed By: