DELIVER THE AGREEMENT OR ANY DOCUMENTS OR PAPERS
DEPOSITED OR CALLED FOR HEREUNDER.
10.
YOU SHALL NOT BE LIABLE FOR THE OUTLAWING OF ANY RIGHTS UNDER THE
STATUTE OF LIMITATIONS WITH RESPECT TO THESE JOINT ESCROW INSTRUCTIONS OR ANY
DOCUMENTS DEPOSITED WITH YOU.
11.
YOU SHALL BE ENTITLED TO EMPLOY SUCH LEGAL COUNSEL AND OTHER
EXPERTS AS YOU MAY DEEM NECESSARY PROPERLY TO ADVISE YOU IN CONNECTION WITH YOUR
OBLIGATIONS HEREUNDER, MAY RELY UPON THE ADVICE OF SUCH COUNSEL, AND MAY PAY
SUCH COUNSEL REASONABLE COMPENSATION THEREFOR.
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12.
YOUR RESPONSIBILITIES AS ESCROW AGENT HEREUNDER SHALL TERMINATE IF
YOU SHALL CEASE TO BE AN OFFICER OR AGENT OF THE COMPANY OR IF YOU SHALL RESIGN
BY WRITTEN NOTICE TO EACH PARTY.
IN THE EVENT OF ANY SUCH TERMINATION, THE
COMPANY SHALL APPOINT A SUCCESSOR ESCROW AGENT.
13.
IF YOU REASONABLY REQUIRE OTHER OR FURTHER INSTRUMENTS IN
CONNECTION WITH THESE JOINT ESCROW INSTRUCTIONS OR OBLIGATIONS IN RESPECT
HERETO, THE NECESSARY PARTIES HERETO SHALL JOIN IN FURNISHING SUCH INSTRUMENTS.
14.
IT IS UNDERSTOOD AND AGREED THAT SHOULD ANY DISPUTE ARISE WITH
RESPECT TO THE DELIVERY AND/OR OWNERSHIP OR RIGHT OF POSSESSION OF THE
SECURITIES HELD BY YOU HEREUNDER, YOU ARE AUTHORIZED AND DIRECTED TO RETAIN IN
YOUR POSSESSION WITHOUT LIABILITY TO ANYONE ALL OR ANY PART OF SAID SECURITIES
UNTIL SUCH DISPUTES SHALL HAVE BEEN SETTLED EITHER BY MUTUAL WRITTEN AGREEMENT
OF THE PARTIES CONCERNED OR BY A FINAL ORDER, DECREE OR JUDGMENT OF A COURT OF
COMPETENT JURISDICTION AFTER THE TIME FOR APPEAL HAS EXPIRED AND NO APPEAL HAS
BEEN PERFECTED, BUT YOU SHALL BE UNDER NO DUTY WHATSOEVER TO INSTITUTE OR DEFEND
ANY SUCH PROCEEDINGS.
15.
ANY NOTICE REQUIRED OR PERMITTED HEREUNDER SHALL BE GIVEN IN
WRITING AND SHALL BE DEEMED EFFECTIVELY GIVEN UPON PERSONAL DELIVERY OR UPON
DEPOSIT IN THE UNITED STATES POST OFFICE, BY REGISTERED OR CERTIFIED MAIL WITH
POSTAGE AND FEES PREPAID, ADDRESSED TO EACH OF THE OTHER PARTIES THEREUNTO
ENTITLED AT THE FOLLOWING ADDRESSES OR AT SUCH OTHER ADDRESSES AS A PARTY MAY
DESIGNATE BY TEN DAYS' ADVANCE WRITTEN NOTICE TO EACH OF THE OTHER PARTIES
HERETO.
COMPANY:
Abgenix, Inc.
7601 Dumbarton Circle
Fremont, CA
94555
PURCHASER:
ESCROW AGENT:
Corporate Secretary
Abgenix, Inc.
7601 Dumbarton Circle
Fremont, CA
94555
16.
BY SIGNING THESE JOINT ESCROW INSTRUCTIONS, YOU BECOME A PARTY
HERETO ONLY FOR THE PURPOSE OF SAID JOINT ESCROW INSTRUCTIONS; YOU DO NOT BECOME
A PARTY TO THE AGREEMENT.
17.
THIS INSTRUMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
THE PARTIES HERETO, AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
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18.
THESE JOINT ESCROW INSTRUCTIONS SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL SUBSTANTIVE LAWS, BUT
NOT THE CHOICE OF LAW RULES, OF THE STATE OF CALIFORNIA.
Very truly yours,
ABGENIX, INC.
By
Title
PURCHASER:
Signature
Print Name
ESCROW AGENT:
Corporate Secretary
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EXHIBIT A-4
CONSENT OF SPOUSE
I, ____________________, spouse of ___________________, have read and approve
the foregoing Restricted Stock Purchase Agreement (the "Agreement").