Exhibit 10.4


 


 


 


	
  

  



 


STOCK PURCHASE
AGREEMENT


By and Between


SMITHKLINE BEECHAM
CORPORATION AND GLAXO GROUP LIMITED


 


AND


 


PRAECIS
PHARMACEUTICALS INCORPORATED


Dated as of April
7, 2006


 


	
  

  



 


 



                                                                                                                 















STOCK PURCHASE
AGREEMENT


STOCK PURCHASE AGREEMENT
(this “Agreement”), dated as of April 7, 2006, by and between SmithKline
Beecham Corporation, a corporation organized under the laws of Pennsylvania,
having a principal place of business at One Franklin Plaza, 200 N. 16th Street, Philadelphia, Pennsylvania 19102 (“SBC”)
and Glaxo Group Limited, a company organized under the laws of England and
Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue
Greenford, Middlesex, UB6 ONN, United Kingdom (“GGL”, and with SBC
collectively, the “Investor” and each sometimes referred to herein as an “Investor”),
and PRAECIS PHARMACEUTICALS INCORPORATION (the “Company”), a corporation
organized under the laws of Delaware with its principal place of business at
830 Winter Street, Waltham, Massachusetts 02451-1420.


WHEREAS, concurrently
with the execution of this Agreement, the Investor and the Company have entered
into a Pilot Study and Option Agreement (the “Pilot Study Agreement” and
together with this Agreement, the “Transaction Agreements”); and


WHEREAS, it is
contemplated by the Pilot Study Agreement that the Investor purchase, and the
Company issue and sell to the Investor, shares of common stock of the Company
pursuant to the terms and conditions of this Agreement.


NOW, THEREFORE, in
consideration of the foregoing, and the representations and warranties and
mutual promises and obligations contained herein, and for other good and
valuable consideration, the adequacy and sufficiency of which are hereby
acknowledged, the Investor and the Company agree as follows:


ARTICLE 1

DEFINITIONS


1.1           Defined Terms.  When used in this Agreement, the following
terms shall have the respective meanings specified therefor below:


“Affiliate” of a
Person shall mean any other Person which directly or indirectly controls, is
controlled by, or is under common control with, such Person.  A Person shall be deemed to “control” another
Person if it (i) owns, directly or indirectly, beneficially or legally, voting
securities or other comparable ownership interest representing a majority of
the voting power of all outstanding voting securities or other comparable
ownership interest of such other Person generally entitled to vote for the
election of members of the board of directors or comparable governing body of
such other Person, or (ii) has the power, whether pursuant to contract,
ownership of securities or otherwise, to direct the management and policies of
such other Person.


“Announcement Date” shall mean the date the
Company issues a press release announcing the execution of the Transaction
Agreements pursuant to Section 8.11 of this Agreement.









 



 


“Business Day” shall mean any day other than a
Saturday or Sunday or a day on which banks located in New York, New York are
authorized or required by law to close.


“Common Stock” shall mean the Company’s Common
Stock, par value $0.01 per share, together with the associated Rights.


“Disposition” or “Dispose of” shall mean
any (i) offer, pledge, sale, contract to sell, sale of any option or contract
to purchase, purchase of any option or contract to sell, grant of any option,
right or warrant for the sale of, or other disposition of or transfer of any
Investment Shares or (ii) swap or any other agreement or any transaction that
transfers, in whole or in part, directly or indirectly, the economic
consequence of ownership of the Investment Shares, whether any such swap or
transaction is to be settled by delivery of securities, in cash or otherwise.


“Governmental Authority” shall mean any federal,
state, municipal, local, provincial or regional governmental authority in the
United States or other political subdivision thereof and any Person exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.


“Investment Shares” shall mean the total number
of shares of Common Stock, determined as provided in Section 2.2, to be issued
by the Company and purchased by the Investor at the Closing.


“Material Adverse Effect” shall mean any
events, occurrences or circumstances which give rise to or would reasonably be
expected to give rise to, individually or in the aggregate, a material adverse
effect on the business, condition (financial or otherwise) or results of
operations of the Company.


“Organizational Documents” shall mean the
Company’s Amended and Restated Certificate of Incorporation, as amended, as in
effect on the date hereof, and the Company’s Third Amended and Restated Bylaws,
as in effect on the date hereof.


“Per Share Price” shall mean the average of the
daily closing prices per share of the Common Stock on The Nasdaq National Market, as reported in
the Wall Street Journal, over the trading days during the period beginning on,
and including, March 11, 2006, and ending on, and including, April 25, 2006.


“Person” shall mean and include an individual,
a partnership, a joint venture, a corporation, a limited liability company, a
limited liability partnership, a trust, an incorporated organization and a
Governmental Authority.


“Rights” shall mean the rights issued or
issuable under the Rights Agreement.


“Rights Agreement” shall mean the Rights
Agreement dated as of January 24, 2001 between the Company and American Stock
Transfer & Trust Company, as Rights Agent.



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1.2           Additional Defined Terms.  In addition to the terms defined in Section
1.1, the following terms shall have the respective meanings assigned thereto in
the sections indicated below:


	
   

  	
  Defined Term

  	
   

  	
  Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Agreement

  	
   

  	
  Preambles

  	
   

  
	
   

  	
  Closing

  	
   

  	
  2.3

  	
   

  
	
   

  	
  Closing Date

  	
   

  	
  2.3

  	
   

  
	
   

  	
  Company

  	
   

  	
  Preambles

  	
   

  
	
   

  	
  Company SEC
  Documents

  	
   

  	
  3.7(a)

  	
   

  
	
   

  	
  Exchange Act

  	
   

  	
  3.7(a)

  	
   

  
	
   

  	
  GGL

  	
   

  	
  Preambles

  	
   

  
	
   

  	
  Investor

  	
   

  	
  Preambles

  	
   

  
	
   

  	
  Pilot Study
  Agreement

  	
   

  	
  Preambles

  	
   

  
	
   

  	
  Purchase Price

  	
   

  	
  2.1

  	
   

  
	
   

  	
  Rule 144

  	
   

  	
  4.5

  	
   

  
	
   

  	
  SBC

  	
   

  	
  Preambles

  	
   

  
	
   

  	
  SEC

  	
   

  	
  3.5

  	
   

  
	
   

  	
  Securities Act

  	
   

  	
  3.7(a)

  	
   

  
	
   

  	
  Severed Clause

  	
   

  	
  8.10

  	
   

  
	
   

  	
  Stock Plan

  	
   

  	
  3.2

  	
   

  
	
   

  	
  Transaction
  Agreements

  	
   

  	
  Preambles

  	
   

  



 


1.3           Construction.  In this Agreement, unless the context
otherwise requires:


(a)       any reference in this Agreement to “writing”
or comparable expressions includes a reference to facsimile transmission or
comparable means of communication;


(b)       words expressed in the singular number
shall include the plural and vice versa, words expressed in the masculine shall
include the feminine and neuter gender and vice versa;


(c)       references to Articles and Sections are
references to articles and sections of this Agreement;


(d)       reference to “day” or “days” are to
calendar days; and


(e)       “include,” “includes,” and “including”
are deemed to be followed by “without limitation” whether or not they are in
fact followed by such words or words of similar import.


ARTICLE 2

PURCHASE AND SALE OF COMMON STOCK


2.1           Issuance and Purchase of Common
Stock.  Subject to the terms and
conditions hereof, the Company agrees to issue and sell to the Investor at the
Closing, and SBC and GGL 



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jointly and severally agree to purchase at the
Closing, the Investment Shares, for an aggregate purchase price of $500,000
(the “Purchase Price”).


(a)       Determination of Investment Shares.  The number of shares of Common Stock that
will be issued by the Company and purchased by the Investor at the Closing
shall be the quotient, rounded to the nearest whole number, obtained by
dividing the Purchase Price by the Per Share Price; provided, however, that in
no event will the number of shares of Common Stock that will be issued by the
Company and purchased by the Investor hereunder exceed 19.9% of the shares of
Common Stock issued and outstanding as of the date of this Agreement.  The Investment Shares shall be registered
54.16% in the name of GGL and 45.84% in the name of SBC, in each case rounded
to the nearest full share.


2.2           Closing.  Subject to the satisfaction or waiver of each
of the conditions set forth in Article 6, the closing of the purchase and sale
of the Investment Shares (the “Closing”) shall occur on April 28, 2006
or such other time, date and place as are mutually agreed upon by the Investor
and the Company. The date on which the Closing occurs is referred to as the “Closing
Date.” The Closing shall take place at the offices of Skadden, Arps, Slate,
Meagher, & Flom, LLP, One Beacon Street, Boston, Massachusetts.


2.3           Closing Obligations.


(a)       At the Closing, the Company shall deliver
to the Investor:


(i)            stock certificates, registered in
the names of GGL and SBC, representing the Investment Shares; and


(ii)           the certificates specified in Section
6.1(c).


(b)       At the Closing, the Investor shall (and
each of SBL and GCL jointly and severally agree to) deliver to the Company the
Purchase Price by wire transfer of immediately available funds to the Company’s
account in accordance with wire transfer instructions provided by the Company
to the Investor at least three Business Days prior to the Closing.


ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


The Company hereby
represents and warrants to the Investor as of the date hereof as follows:


3.1           Organization, Good Standing and
Qualification.  The Company is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware.  The
Company has all requisite corporate power and corporate authority to own and
operate its properties and assets, to carry on its business as now conducted
and as proposed to be conducted in the Company SEC Documents, to enter into
this Agreement as described, and to issue and sell the Investment Shares to the
Investor as provided in this Agreement.


3.2           Capitalization.  The authorized capital of the Company as of
April 7, 2006 consisted of 200,000,000 shares of Common Stock, par value $0.01
per share, of which, as of 



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April 7, 2006, (i) 10,513,055 shares
were issued and outstanding, (ii) 2,193,583 shares remained authorized and
available for issuance under the Company’s Third Amended and Restated 1995
Stock Plan (the “Stock Plan”), of which 1,651,354 were reserved for issuance
upon the exercise of outstanding stock options granted under the Stock Plan,
and (iii) 23,332 shares remained authorized and available for issuance under
the Company’s Second Amended and Restated Employee Stock Purchase Plan.  All of the issued and outstanding shares of
Common Stock have been duly authorized, validly issued, and are fully paid and
non-assessable.


3.3           Authorization.  All corporate action on the part of the
Company, its directors and stockholders necessary for the authorization, execution
and delivery of this Agreement by the Company, and the performance of all
obligations of the Company hereunder, including the authorization, issuance and
delivery of the Investment Shares, has been taken.  This 
Agreement has been duly executed and delivered by the Company and, upon
due execution and delivery by the Investor, will constitute a valid and legally
binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium or other laws of
general application relating to or affecting enforcement of creditors’ rights
and (ii) rules of law governing specific performance, injunctive relief or
other equitable remedies and limitations of public policy.


3.4           No Conflicts.  The execution and performance of this
Agreement and compliance with the provisions thereof by the Company, do not and
will not: (a) violate any provision of law, statute, ordinance, rule or regulation
or any ruling, writ, injunction, order, permit, judgment or decree of any
Governmental Authority, (b) constitute a breach of, or default under, (or an
event which, with notice or lapse of time or both, would become a default
under,) or conflict with, or give rise to any right of termination,
cancellation or acceleration of, any agreement, arrangement or instrument,
whether written or oral, by which the Company or any of its assets are bound,
or (c) violate or conflict with any of the provisions of the Company’s
Organizational Documents; except, in the case of subsections (a) and (b) as
would not have a Material Adverse Effect.


3.5           No Governmental Consents or
Filings.  No consent, approval,
authorization or other order of, or filing with, any Governmental Authority is
required to be obtained or made by the Company in connection with the Company’s
execution, delivery and performance of this Agreement including the issuance
and sale pursuant to this Agreement of the Investment Shares, except such
filings as may be required to be made with the Securities and Exchange
Commission (the “SEC”), any state blue sky or securities regulatory
authority and The Nasdaq Stock Market, which filings shall be made in a timely
manner in accordance with all applicable laws, rules, regulations, statutes,
ordinances and orders.


3.6           Valid Issuance of Investment
Shares.  When issued, sold and
delivered in accordance with the terms hereof for the consideration provided
herein, the Investment Shares shall be duly authorized, validly issued, fully
paid and nonassessable, free from any encumbrances or restrictions on transfer
other than restrictions on transfer under this Agreements and under federal and
state securities laws.



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3.7           Company SEC Documents; Financial
Statements; Nasdaq Stock Market.


(a)       Since December 31, 2004, the Company has
filed all required reports, schedules, forms, statements and other documents
(including exhibits and all other information incorporated therein) with the
SEC (such filings since such date, the “Company SEC Documents”).  As of their respective filing dates, each of
the Company SEC Documents complied in all material respects with the
requirements of the Securities Act of 1933, as amended (the “Securities Act”),
or the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the rules and regulations of the SEC promulgated thereunder applicable to
such Company SEC Documents, and no Company SEC Document when filed contained
any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.


(b)       The audited consolidated financial
statements of the Company included in its Annual Report on Form 10-K for the
fiscal year ended December 31, 2005 comply as to form in all material respects
with applicable accounting requirements and the published rules and regulations
of the SEC with respect thereto, and present fairly, in all material respects,
the consolidated financial position of the Company at December 31, 2005 and
2004, and the consolidated results of its operations and its cash flows for
each of the three years in the period ended December 31, 2005, in conformity
with generally accepted accounting principles in the United States as of the
dates thereof and the results of its operations and cash flows for the periods
then ended.


(c)       The Common Stock is listed on The Nasdaq
Stock Market and the Company has taken no action designed to, or which to its
knowledge is likely to have the effect of, terminating the registration of the
Common Stock under the Exchange Act or delisting the Common Stock from The
Nasdaq Stock Market.


3.8           Offering.  Subject to the accuracy of the Investor’s
representations set forth in Sections 4.3, 4.4 and 4.5, the offer, sale and
issuance of the Investment Shares to be issued in conformity with the terms of
this Agreement constitute transactions which are exempt from the registration
requirements of the Securities Act and from all applicable state registration
or qualification requirements.


ARTICLE
4

REPRESENTATIONS AND WARRANTIES OF THE INVESTOR


SBC and GGL hereby
jointly and severally represent and warrant to the Company as of the date
hereof as follows:


4.1           Organization;
Good Standing.  Each Investor is a
corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation. 
Each Investor has all requisite corporate power and corporate authority
to enter into this Agreement and to purchase the Investment Shares as provided
herein.


4.2           Authorization.  All corporate action on the part of each
Investor, and its directors and stockholders necessary for the authorization,
execution and delivery of this Agreement by the Investor, and the performance
of all obligations of the Investor hereunder, including the purchase of the
Investment Shares, has been taken.  This
Agreement has been duly executed and 



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delivered by each Investor and, upon due execution and
delivery by the Company, will constitute a valid and legally binding obligation
of each Investor, enforceable against each Investor in accordance with its
terms, except as such enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium or other laws of general
application relating to or affecting enforcement of creditors’ rights and (ii)
rules of law governing specific performance, injunctive relief or other
equitable remedies and limitations of public policy.


4.3           Purchase Entirely for Own Account.  The Investment Shares shall be acquired for
investment for each 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 neither
Investor has any present intention of selling, granting any participation, or
otherwise distributing the Investment Shares. 
Neither Investor has any contract, undertaking, agreement or arrangement
with any Person to sell, transfer or grant participation to a Person any of the
Investment Shares.


4.4           Investment Experience and
Accredited Investor Status.  Each
Investor is an “accredited investor” (as defined in Regulation D under the
Securities Act).  Each Investor has such
knowledge and experience in financial or business matters that it is capable of
evaluating the merits and risks of the investment in the Investment Shares to
be purchased hereunder.


4.5           Restricted Securities.  Each Investor understands that the Investment
Shares, when issued, shall be “restricted securities” under the federal securities
laws inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that under such laws and applicable regulations
such securities may be resold without registration under the Securities Act
only in certain limited circumstances. 
In connection with this, each Investor represents that it is familiar
with Rule 144 of the Securities Act, as presently in effect (“Rule 144”).


ARTICLE 5

COVENANTS


5.1           Further Assurances.  The parties agree to take such reasonable steps
and execute such other and further documents as may be necessary or appropriate
to cause the terms and conditions contained herein to be carried into effect.


5.2           Limitations on Dispositions.


(a)       Through the second anniversary of the
Closing Date, neither of the Investors nor any of their respective Affiliates
shall make any Disposition, except, upon prior written notice to the Company,
to an Affiliate of such Investor, provided such Affiliate shall, and shall
agree in writing with the Company that it shall, be subject to the same
restrictions on Dispositions set forth in, and bound by the other provisions
of, this Article 5 applicable to the Investor. 
After the second anniversary of the Closing Date, the Investor and their
respective Affiliates (taken together) may Dispose in a single calendar quarter
of no more than 25% of the Investment Shares purchased at the Closing (subject
to stock splits, reverse stock splits, combinations, recapitalizations and
similar events).



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(b)       With respect to any sale or transfer of
the Investment Shares, each Investor or its Affiliate, as the case may be,
shall not make any such sale or transfer unless the sale or transfer is made
pursuant to Rule 144 or similar provisions of federal securities laws as in
effect from time to time.


(c)       In the event the Company proposes to sell
securities in an underwritten offering or private placement prior to April 7,
2010, the Investor shall, if requested by the Company and, if applicable, the
underwriter or placement agent in such transaction, agree not to sell or
otherwise transfer or dispose of any Common Stock of the Company held by the
Investor for a specified period of time, such period of time not to exceed
ninety (90) days; provided all the Company’s directors and officers are similarly
bound.  Such agreement shall be in
writing in a form satisfactory to the Company and underwriter or placement
agent, if applicable, in such transaction. 
The Company may impose stop transfer instructions with respect to the
Common Stock subject to the foregoing restrictions until the end of the lock-up
period.  The Company may request no more
than one (1) lock-up period per calendar year.


5.3           Legends.  The certificate representing the Investment
Shares shall bear the following legends:


(a)       “These securities have not been
registered under the Securities Act of 1933. 
They may not be sold, offered for sale, pledged or hypothecated in the
absence of a registration statement in effect with respect to the securities under
the Securities Act or an opinion of counsel (which counsel shall be reasonably
satisfactory to the issuer) that such registration is not required or unless
sold pursuant to Rule 144 of the Securities Act.”;


(b)       any legend required by applicable state
securities laws; and


(c)       “These securities are also subject to and
shall be transferable only upon the terms and conditions of a Stock Purchase
Agreement dated as of April 7, 2006, a copy of which is on file with the
Secretary of the Issuer.”


5.4           Current Public Information.  For so long as the Common Stock continues to
be registered under the Exchange Act or, if earlier, until such time as the
Investor no longer holds any of Investment Shares, the Company shall:


(a)       make and keep available, at all times,
adequate public information as required under paragraph (c) of Rule 144 under
the Securities Act; and


(b)       file with the SEC in a timely manner all
reports and other documents required of the Company under Sections 13, 14, and
15(d) of the Exchange Act.



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ARTICLE 6

CONDITIONS


6.1           Conditions to the Obligation of
Investor. The obligation of the Investor to purchase the Investment Shares
pursuant to this Agreement is subject to the satisfaction at or prior to the
Closing Date of the following conditions, any and all of which may be waived in
whole or in part by the Investor to the extent permitted by applicable law:


(a)       No Order or Decree. No order,
decree, judgment, or injunction shall have been issued by a Governmental
Authority and shall be in effect which restrains, enjoins, prevents, or
otherwise makes illegal the consummation of the purchase and sale of the
Investment Shares pursuant to this Agreement.


(b)       Representations and Warranties.
Each of the representations and warranties of the Company in Article 3 shall be
true and correct in all material respects as of the Closing Date as though made
on and as of the Closing Date (or, to the extent any such representation and
warranty speaks only as of a specific date or period, as of such date or
period).


(c)       At the Closing, Investor shall have
received (i) a certificate of the Company dated the Closing Date and executed
by an authorized officer of the Company certifying to the fulfillment of the
condition specified in Section 6.1(b) and (ii) a good standing certificate with
respect to the Company issued by the Secretary of State of the State of
Delaware as of a recent date prior to the Closing Date.


6.2           Conditions to the Obligation of
the Company. The obligation of the Company to issue and sell the Investment
Shares to the Investor pursuant to this Agreement is subject to the
satisfaction at or prior to the Closing Date of the following conditions, any
and all of which may be waived in whole or in part by the Company to the extent
permitted by applicable law:


(a)       No Order or Decree. No order,
decree, judgment, or injunction shall have been issued by a Governmental
Authority shall be in effect which restrains, enjoins, prevents, or otherwise
makes illegal the consummation of the purchase and sale of the Investment
Shares pursuant to this Agreement.


(b)       Representations and Warranties.
Each of the representations and warranties of each Investor in Article 4 shall
be true and correct in all material respects as of the date of this Agreement
and as of the Closing Date as though made on and as of the Closing Date (or, to
the extent any such representation and warranty speaks only as of a specific
date or period, as of such date or period).


ARTICLE 7

TERMINATION


7.1           Termination by Mutual Consent.  This Agreement may be terminated at any time
prior to the Closing by mutual written consent of the Investor and the Company.



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7.2           Termination by Either Party.  This Agreement may be terminated by either
Investor or the Company if the Closing shall not have occurred by May 3, 2006; provided,
however, that the right to terminate pursuant to this Section 7.2 shall
not be available to any party whose breach of this Agreement has been the cause
of, or resulted in, the failure of the Closing to occur on or before May 3,
2006.


7.3           Effect of Termination. In the
event that this Agreement is terminated pursuant to this Article 7, this
Agreement shall be of no further force or effect and no party shall have any
further liability or obligation hereunder, except that such termination shall
not relieve any party from liabilities or damages arising out of any breach of
this agreement prior to termination.


ARTICLE 8

MISCELLANEOUS


8.1           Remedies.  In case any one or more of the
representations, warranties, covenants or agreements set forth in this
Agreement shall have been breached by any party hereto, the party or parties
entitled to the benefit of such covenants or agreements may proceed to protect
and enforce their rights either by suit in equity or action at law, including,
but not limited to, an action for damages as a result of any such breach or an
action for specific performance of any such covenant or agreement contained in
this Agreement.  The rights, powers and
remedies of the parties under this Agreement are cumulative and not exclusive
of any other right, power or remedy which such parties may have under any other
agreement or law.  No single or partial
assertion or exercise of any right, power or remedy of a party hereunder shall
preclude any other or further assertion or exercise thereof.


8.2           Successors and Assigns.  Except as otherwise expressly provided
herein, 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.  Except as otherwise expressly
provided herein, neither this Agreement nor any of the rights or obligations
hereunder may be assigned by either party without (a) the prior written consent
of the Company in the case of any assignment by the Investor, or (b) the prior
written consent of the Investor in the case of any assignment by the Company,
except in each case to any third party who acquires all or substantially all of
the business of the assigning party by merger, sale of assets or
otherwise.  Notwithstanding the
foregoing, upon prior written notice to the Company, the Investor may assign
the right and obligation to purchase the Investment Shares for the Purchase
Price, and all of its other rights and obligations hereunder, to any of its
Affiliates; provided that the Investor shall remain liable for the performance
of such obligations.


8.3           Entire Agreement.  This Agreement contains the complete
understanding of the parties to this Agreement with respect to the subject
matter hereof and supersedes all prior understandings and writings relating to
the subject matter hereof.


8.4           Governing Law; Submission to
Jurisdiction.  This Agreement will be
construed, and the respective rights of the Investor and the Company hereunder
determined, according to the substantive law of the State of Delaware, without
regard to the provisions governing conflicts 



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of law.  Each of
the Investor and the Company irrevocably submits to the exclusive jurisdiction
of the state courts of, or the United States federal courts located in the
state of Delaware, for purposes of any suit, action or other proceeding arising
out of this Agreement or any transaction or matter contemplated hereby, and
each of the Investor and the Company irrevocably agrees that it will not object
to such venue or the jurisdiction of such courts.


8.5           Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original but which together
shall constitute one and the same instrument.


8.6           Titles and Subtitles.  The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.


8.7           Notices.  All notices, instructions and other
communications hereunder or in connection herewith shall be in writing, shall
be sent to the address of the relevant party set forth below and shall be (a)
delivered personally, (b) sent by registered or certified mail, return receipt
requested, postage prepaid, (c) sent via a reputable nationwide overnight
courier service, or (d) sent by facsimile transmission, with a confirmation
copy to be sent by registered or certified mail, return receipt requested,
postage prepaid.  Any such notice,
instruction or communication shall be deemed to have been delivered upon
receipt if delivered by hand, three (3) Business Days after it is sent by
registered or certified mail, return receipt requested, postage prepaid, one
(1) Business Day after it is sent via a reputable nationwide overnight courier
service, or when transmitted with electronic confirmation of receipt, if
transmitted by facsimile (if such transmission is made during regular business
hours of the recipient on a Business Day; or otherwise, on the next Business
Day following such transmission).  Either
party may change its address by giving notice to the other party in the manner
provided above.


	
   

  	
  GGL:

  	
   

  	
  With a required copy to:

  
	
   

  	
  Glaxo Wellcome House 

  	
   

  	
  GlaxoSmithKline

  
	
   

  	
  Berkeley Avenue

  	
   

  	
  2301 Renaissance Blvd.

  
	
   

  	
  Greenford, Middlesex

  	
   

  	
  MailStop RN0220

  
	
   

  	
  UB6 0NN

  	
   

  	
  King of Prussia, PA 19101

  
	
   

  	
  United Kingdom

  	
   

  	
  Attn: Vice President &

  
	
   

  	
  Attn: Corporate
  Secretariat

  	
   

  	
  Associate General Counsel

  
	
   

  	
  Facsimile: 44 20 8047
  6904

  	
   

  	
  Facsimile: 610-787-7084

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SBC:

  	
   

  	
  With a required copy to:

  
	
   

  	
  One Franklin Plaza
  (FP2355) 

  	
   

  	
  GlaxoSmithKline 

  
	
   

  	
  200 N. 16th Street

  	
   

  	
  One Franklin Plaza (PFP2355)

  
	
   

  	
  Philadelphia, PA 19102

  	
   

  	
  200 N. 16th Street 19102

  
	
   

  	
  Attn: Corporate
  Secretariat

  	
   

  	
  Philadelphia, PA 19102

  
	
   

  	
  Facsimile: 215-751-5349

  	
   

  	
  Attn: VP & Associate General

  
	
   

  	
   

  	
   

  	
  Counsel, Corporate Functions- US

  
	
   

  	
   

  	
   

  	
  Facsimile: 215-751-5349

  



 



 11
 






 



 


	
   

  	
  Praecis:

  	
   

  	
  With a required copy to:

  
	
   

  	
  Praecis Pharmaceuticals
  Inc.

  	
   

  	
  Kent Coit, Esquire

  
	
   

  	
  830 Winter Street

  	
   

  	
  Skadden, Arps, Slate, Meagher & Flom LLP

  
	
   

  	
  Waltham, Massachusetts
  02451 

  	
   

  	
  One Beacon Street

  
	
   

  	
  Attn: Chief Executive
  Officer 

  	
   

  	
  Boston, Massachusetts 02108

  
	
   

  	
  Facsimile: 781-890-7471

  	
   

  	
  Facsimile: 617-573-4822

  



 


8.8           Expenses.  Each party shall pay its own fees and
expenses with respect to this Agreement and the transactions contemplated
hereby.


8.9           Amendments and Waivers.  Any term of this Agreement may be amended and
the observance of any term of this Agreement may be waived (either generally or
in a particular instance and either retroactively or prospectively), only with
the written consent of the Company and the Investor.


8.10         Severability.  If, under applicable laws, any provision
hereof is invalid or unenforceable, or otherwise directly or indirectly affects
the validity of any other material provision(s) of this Agreement (“Severed
Clause”), then, it is mutually agreed that this Agreement shall endure
except for the Severed Clause.  The
parties to this Agreement shall consult and use their reasonable best efforts
to agree upon a valid and enforceable provision which shall be a reasonable
substitute for such Severed Clause in light of the intent of this Agreement.


8.11         Press Release.  The Company shall issue a press release
announcing the signing of the Transaction Agreements no later than one (1)
Business Day following the date of this Agreement.


 


[Signature
Page Follows]


 



 12














 


 


IN WITNESS
WHEREOF, the parties have executed and delivered this Agreement as of the date
first above written.


	
  

  	
  PRAECIS PHARMACEUTICALS

  INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin F. McLaughlin

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Kevin F. McLaughlin

  	
   

  	
   

  
	
   

  	
   

  	
  Title:   President and CEO

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SMITHKLINE BEECHAM CORPORATION,

  D/B/A GLAXOSMITHKLINE

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald F. Parman

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Donald F. Parman

  	
   

  	
   

  
	
   

  	
   

  	
  Title:   Vice President and Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GLAXO GROUP LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Simon Bicknell

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Simon Bicknell

  	
   

  	
   

  
	
   

  	
   

  	
  Title:   Company Secretary

  	
   

  	
   

  
						



 


 


 


 


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STOCK PURCHASE AGREEMENT