purchase price of $20,000,000;
WHEREAS, as of June 27, 2008, the Parties entered into a Stock Subscription
Agreement, pursuant to which, among other things, AMI acquired the Additional
Shares for an aggregate purchase price of $20,000,000;
WHEREAS, Isis owns 1,000,000 shares of Ibis' Common Stock (the "Remaining
Shares");
WHEREAS, on December 12, 2008, pursuant to the terms of the Call Option
Agreement, AMI exercised the Call Option, electing to acquire the Remaining
Shares pursuant to the terms hereof; and
WHEREAS, subject to the terms and conditions set forth in this Agreement, Isis
desires to sell to AMI and AMI desires to acquire from Isis the Remaining
Shares.
NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties, and covenants hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereby agree as follows:
Section 1.
DEFINITIONS. Capitalized terms used and not otherwise
defined herein have the meanings ascribed to such terms in this Section 1.
(A)
"ABBOTT TRANSACTION TEAM" MEANS THE INDIVIDUALS LISTED ON SCHEDULE
1(A).
(B)
"ADDITIONAL SHARES" MEANS 114,250 SHARES OF COMMON STOCK ACQUIRED
BY AMI PURSUANT TO THE STOCK SUBSCRIPTION AGREEMENT, AS MAY BE HELD FROM TIME TO
TIME BY AMI AND ITS PERMITTED ASSIGNS, WHICH, TOGETHER WITH THE SHARES,
REPRESENT APPROXIMATELY 18.6% OF THE ISSUED AND OUTSTANDING COMMON STOCK.
(C)
"AFFILIATE" OF AN ENTITY MEANS ANY OTHER ENTITY THAT, DIRECTLY OR
INDIRECTLY, THROUGH ONE OR MORE INTERMEDIARIES, CONTROLS, IS CONTROLLED BY, OR
IS UNDER COMMON CONTROL WITH SUCH FIRST ENTITY. FOR PURPOSES OF THIS DEFINITION
ONLY, "CONTROL" (AND, WITH CORRELATIVE MEANINGS, THE TERMS "CONTROLLED BY" AND
"UNDER COMMON CONTROL WITH") MEANS THE
POSSESSION, DIRECTLY OR INDIRECTLY, OF THE POWER TO DIRECT THE MANAGEMENT OR
POLICIES OF AN ENTITY, WHETHER THROUGH THE OWNERSHIP OF VOTING SECURITIES OR BY
CONTRACT RELATING TO VOTING RIGHTS OR CORPORATE GOVERNANCE; PROVIDED, THAT, WITH
RESPECT TO ISIS, THE TERM "AFFILIATE" SHALL SPECIFICALLY EXCLUDE [***].
(D)
"APPLICABLE LAW" OR "LAW" MEANS ALL APPLICABLE COMMON LAW, LAWS,
CONSTITUTIONAL PROVISIONS, ORDINANCES, STATUTES, RULES, REGULATIONS,
ADMINISTRATIVE RULINGS, EXECUTIVE ORDERS AND OTHER PRONOUNCEMENTS HAVING THE
EFFECT OF LAW OF ANY FEDERAL, NATIONAL, MULTINATIONAL, STATE, PROVINCIAL,
COUNTY, CITY OR OTHER POLITICAL SUBDIVISION, AGENCY OR OTHER BODY, DOMESTIC OR
FOREIGN, INCLUDING BUT NOT LIMITED TO ANY APPLICABLE RULES, REGULATIONS,
GUIDELINES, OR OTHER REQUIREMENTS OF GOVERNMENTAL AUTHORITIES THAT MAY BE IN
EFFECT FROM TIME TO TIME.
(E)
"APPLICABLE RATE" MEANS AS OF ANY PARTICULAR DATE, THE PRIME RATE
AS QUOTED IN THE MONEY RATES SECTION OF THE WALL STREET JOURNAL, PLUS [***]%.
(F)
[***]
(G)
"BONUS ARRANGEMENT" MEANS THE SPECIAL BONUS OPPORTUNITY
COMMUNICATED TO IBIS EMPLOYEES, PURSUANT TO WHICH A BONUS POOL OF [***] WILL BE
PAYABLE BY IBIS TO IBIS EMPLOYEES IN THE EVENT THE CLOSING IS CONSUMMATED.
(H)
"BUSINESS" MEANS RESEARCHING, DEVELOPING, MANUFACTURING, SELLING,
MARKETING, DISTRIBUTING AND USING A SYSTEM, PROCESS OR REAGENTS FOR THE
IDENTIFICATION AND/OR QUANTITATION OF NUCLEIC ACIDS OR THE PERFORMANCE OF
SERVICES RELATING TO ANY OF THE FOREGOING, AS CONDUCTED BY IBIS