Exhibit 10.2
EXECUTION COPY
STOCK PURCHASE AGREEMENT
By and between
EPIX MEDICAL, INC.
And
DR. MARTIN R. PRINCE
Dated as of November 17, 2003
THIS AGREEMENT, dated as of November 17, 2003, is by and between EPIX MEDICAL,
INC. (the "Company"), a Delaware corporation with its principal offices at 71
Rogers Street, Cambridge, Massachusetts 02142, and Dr. Martin R. Prince, an
individual residing at the address set forth in the IP Agreement (as defined
below) ("the Purchaser").
WHEREAS the Company and the Purchaser are entering into an Intellectual Property
Agreement (the "IP Agreement") dated as of the date hereof, and the IP Agreement
contemplates that the parties hereto shall enter into this Stock Purchase
Agreement;
NOW, THEREFORE, in consideration of the promises and mutual covenants contained
in the IP Agreement and this Stock Purchase Agreement, the parties agree as
follows:
SECTION 1.
DEFINITIONS.
CAPITALIZED TERMS USED
HEREIN, UNLESS OTHERWISE DEFINED HEREIN, SHALL HAVE THE MEANINGS GIVEN TO THEM
IN THE IP AGREEMENT.
SECTION 2.
AUTHORIZATION OF SALE OF THE SHARES.
THE BOARD OF DIRECTORS OF THE COMPANY HAS AUTHORIZED THE ISSUANCE AND SALE TO
THE PURCHASER OF 132,000 SHARES (EACH, A "SHARE" AND, COLLECTIVELY, THE
"SHARES") OF COMMON STOCK, $.01 PAR VALUE PER SHARE ("COMMON STOCK"), OF THE
COMPANY.
SECTION 3.
AGREEMENT TO SELL AND PURCHASE THE
SHARES.
THE COMPANY HEREBY AGREES TO ISSUE AND SELL TO THE PURCHASER AT THE
CLOSING (AS DEFINED IN SECTION 4 HEREOF), UPON THE TERMS AND CONDITIONS
HEREINAFTER SET FORTH, THE SHARES FOR THE CONSIDERATION SET FORTH IN THE IP
AGREEMENT, INCLUDING THE DISCHARGES, RELEASES, PROMISES AND COVENANTS NOT TO SUE
CONTAINED THEREIN (THE "EQUITY CONSIDERATION"). THE AGGREGATE PURCHASE PRICE FOR
THE SHARES SHALL BE THE EQUITY CONSIDERATION, AND NO FURTHER CONSIDERATION SHALL
BE DUE OR PAYABLE UNDER THIS AGREEMENT.
SECTION 4.
DELIVERY OF THE SHARES AT THE
CLOSING.
(A)
THE COMPANY SHALL DELIVER TO PURCHASER ON JANUARY 2, 2004 (THE
"CLOSING") THE SHARES (AS APPROPRIATELY ADJUSTED FOR ANY STOCK SPLIT, STOCK
DIVIDEND, COMBINATION OF SHARES, RECAPITALIZATION OR OTHER SIMILAR EVENT THAT
OCCURS AFTER THE DATE OF THIS AGREEMENT BUT BEFORE THE CLOSING) AND, TO THE
EXTENT TAX REPORTING IS REQUIRED, SHALL REPORT THE DELIVERY OF THE SHARES TO THE
PURCHASER AS TAXABLE FOR THE TAXABLE YEAR 2004.
NOTWITHSTANDING THE FOREGOING,
IF A CHANGE OF CONTROL SHALL OCCUR AFTER THE DATE OF THIS AGREEMENT BUT BEFORE
THE CLOSING, THE COMPANY SHALL DELIVER THE SHARES TO THE PURCHASER AT LEAST
2
TWO (2) BUSINESS DAYS PRIOR TO SUCH CHANGE OF CONTROL, IN WHICH CASE SUCH
ACCELERATED DATE SHALL BE THE CLOSING.
FOR THE PURPOSE OF THIS AGREEMENT A
CHANGE OF CONTROL SHALL MEAN (I) THE OCCURRENCE OF A MERGER OR CONSOLIDATION OF
THE COMPANY, OTHER THAN A MERGER OR CONSOLIDATION THAT WOULD RESULT IN THE
VOTING SECURITIES OF THE COMPANY OUTSTANDING IMMEDIATELY PRIOR THERETO
CONTINUING TO REMAIN OUTSTANDING AND TO REPRESENT AT LEAST 50% OF THE TOTAL
VOTING POWER REPRESENTED BY THE VOTING SECURITIES OF THE COMPANY OR SUCH
SURVIVING ENTITY OR PARENT