\n ARTICLE 4
\n INDEMNIFICATION<\/p>\nSection 4.01. Survival Of Representations And Warranties………………………………. 10
\nSection 4.02. Indemnification By The Company…………………………………………. 10
\nSection 4.03. Indemnification By Purchaser…………………………………………… 10
\nSection 4.04. Losses Net Of Insurance……………………………………………….. 11
\nSection 4.05. Exclusive Remedy……………………………………………………… 11<\/p>\n
ARTICLE 5
\n COVENANTS OF INVESTOR<\/p>\n
Section 5.01. Acquisition Of Voting Securities……………………………………….. 11
\nSection 5.02. Sale Or Transfer Of Restricted Securities……………………………….. 11
\nSection 5.03. Rights Of First Refusal……………………………………………….. 12
\nSection 5.04. Certain Actions………………………………………………………. 13
\nSection 5.05. Voting Arrangements…………………………………………………… 13
\nSection 5.06. Legend………………………………………………………………. 13
\nSection 5.07. Specific Performance………………………………………………….. 14
\nSection 5.08. Termination Of The Provisions Of Article 5………………………………. 14<\/p>\n
ARTICLE 6
\n MISCELLANEOUS PROVISIONS<\/p>\n
Section 6.01. Expenses…………………………………………………………….. 15
\nSection 6.02. Notices……………………………………………………………… 15
\nSection 6.03. Certain Definitions…………………………………………………… 15
\nSection 6.04. Amendment; Waiver…………………………………………………….. 17
\nSection 6.05. Interpretation……………………………………………………….. 17
\nSection 6.06. Counterparts…………………………………………………………. 17
\nSection 6.07. Entire Agreement……………………………………………………… 17
\nSection 6.08. Governing Law; Dispute Resolution………………………………………. 17
\nSection 6.09. Assignment…………………………………………………………… 18
\nSection 6.10. Severability…………………………………………………………. 18
\nSection 6.11. No Third Party Beneficiaries…………………………………………… 18<\/p>\n
Schedules<\/p>\n
Schedule A Certificate of Designation of Series B Convertible Preferred
\n Stock of ValiGen N.V.
\nSchedule B Form of Investor Rights Agreement
\nSchedule C Company Disclosure Schedule
\nSchedule D Purchaser Disclosure Schedule
\n<\/c><\/c><\/s><\/table>\n
2
\n 4
\n STOCK PURCHASE AGREEMENT<\/p>\n
THIS STOCK PURCHASE AGREEMENT (the “AGREEMENT”) is entered into as of May
\n_31, 2001, by and between ValiGen N.V., a limited liability company organized
\nunder the laws of the Netherlands (the “COMPANY”), and ImClone Systems
\nIncorporated, a Delaware corporation (the “PURCHASER”).<\/p>\n
RECITALS<\/p>\n
WHEREAS, upon and subject to the terms and conditions contained in this
\nAgreement, Purchaser desires to purchase from the Company, and the Company
\ndesires to sell to Purchaser, the number of shares of Series B Convertible
\nPreferred Stock, par value Euro .01 per share (the “SERIES B STOCK”) specified
\nin Section 1.02 below (the “SHARES”) and having the rights, preferences,
\nprivileges and restrictions set forth in the Articles of Association of the
\nCompany and the Certificate of Designation for the Series B Stock in the form
\nattached hereto as Schedule A (respectively, the “ARTICLES” and the “CERTIFICATE
\nOF DESIGNATION”);<\/p>\n
NOW, THEREFORE, in reliance on the truth and accuracy of the foregoing and
\nin consideration of the representations, warranties, covenants and agreements
\ncontained in this Agreement and other good and valuable consideration, the
\nreceipt and sufficiency of which is hereby acknowledged, the Company and
\nPurchaser agree as follows:<\/p>\n
ARTICLE 1
\n THE PURCHASE<\/p>\n
Section 1.01. Purchase And Sale . Upon and subject to the terms and
\nconditions contained herein, the Company shall sell to Purchaser, and Purchaser
\nshall purchase from the Company, the Shares (the “TRANSACTION”).<\/p>\n
Section 1.02. Number Of Shares. The number of shares of Series B Stock to
\nbe purchased and sold pursuant to this Agreement shall be one hundred sixty
\n(160,000).<\/p>\n
Section 1.03. Purchase Price. The aggregate purchase price (the “PURCHASE
\nPRICE”) for the Shares to be paid by Purchaser to the Company shall be two
\nmillion U.S. dollars ($2,000,000) equal to the product of the number of Shares
\nto be purchased and sold pursuant to this Agreement multiplied by $12.50 per
\nShare.<\/p>\n
Section 1.04. Purchase Price Adjustment. In the event that the Company
\ncloses a private placement of its common stock on or before December 31, 2001 at
\na gross sales price per share to the purchasers which is less than U.S. $12.50
\nper share (on a pre-split basis and without giving effect to any costs, expenses
\nand
\n 5
\nunderwriting discounts or commissions of such private placement) (the “PRIVATE
\nPLACEMENT PRICE”), then, upon the closing of such initial private placement ,and
\nonly such initial private placement , the Company shall issue to Purchaser,
\nwithout further consideration other than the Purchase Price paid by Purchaser
\npursuant to this Agreement and the amount specified below in this Section 1.04,
\nsuch additional number of shares of Series B Stock equal to:<\/p>\n
(the Purchase Price divided by the Private Placement Price) x the
\n number of Shares minus the number of Shares (the
\n “Additional Shares”);<\/p>\n
provided,however, that the Purchaser shall pay to the Company with respect
\n to the Additional Shares an amount equal to the product of (a) the
\n Additional Shares and (b) Euro 0.01 and such amount shall be paid to the
\n Company at the time of the issuance of such Additional Shares.<\/p>\n
.<\/p>\n
Section 1.05. Deliveries. At Closing (defined below):<\/p>\n
(a) The Company shall deliver to Purchaser:<\/p>\n
(i) (i)registered certificates evidencing the Shares;<\/p>\n
(ii) certificates of officers of the Company; and<\/p>\n
(iii) opinions of Davis Polk and Wardwell and Loyens Loeff, counsel
\n to the Company, in form and substance reasonably satisfactory to the
\n Purchaser .<\/p>\n
(b) Purchaser shall deliver to the Company:<\/p>\n
(i) the Purchase Price.<\/p>\n
Section 1.06. Conditions To The Obligations Of The Parties At Closing.<\/p>\n
(a) The obligation of the Company to issue and sell the Shares being
\npurchased by Purchaser at the Closing is, at its option, subject to the
\nsatisfaction, on or before the Closing Date, of the following conditions:<\/p>\n
(i) Representations and Warranties to be True. The representations
\n and warranties contained in Article 3 shall be true in all material
\n respects on and as of the Closing Date with the same effect as though such
\n representations and warranties had been made on and as of such date.<\/p>\n
2
\n 6
\n (ii) Waivers and Consents. The Board of Managers shall have waived
\n the preemptive rights that shareholders of the Company have as a matter of
\n Dutch law.. The Company shall have obtained all other material consents
\n and waivers necessary or advisable or otherwise provided any required
\n notice to any shareholder that benefits from contractual preemptive rights
\n to issue and deliver the Shares and all such consents and waivers shall be
\n in full force and effect.<\/p>\n
(iii) Investor Rights Agreement. The parties shall have entered into
\n an Investor Rights Agreement in the form set forth in Schedule B attached
\n hereto.<\/p>\n
(iv) Authorization. Company’s board of directors shall have duly
\n authorized the Transaction.<\/p>\n
(v) Governmental Approvals. All required governmental approvals
\n (including any approval required under the Hart-Scott-Rodino Act) shall
\n have been obtained.<\/p>\n
.<\/p>\n
(b) The obligation of Purchaser to purchase and pay for the Shares being
\npurchased by Purchaser at the Closing is, at its option, subject to the
\nsatisfaction, on or before the Closing Date, of the following conditions:<\/p>\n
(i) Representations and Warranties to be True. The representations
\n and warranties contained in Article 2 shall be true in all material
\n respects on and as of the Closing Date with the same effect as though such
\n representations and warranties had been made on and as of such date.<\/p>\n
(ii) Investor Rights Agreement. The parties shall have entered into
\n an Investor Rights Agreement in the form set out in Schedule B attached
\n hereto.<\/p>\n
(iii) Authorization. Purchaser’s board of directors shall have duly
\n authorized the Transaction.<\/p>\n
(iv) Governmental Approvals. All required governmental approvals
\n (including any approval required under the Hart-Scott-Rodino Act) shall
\n have been obtained.<\/p>\n
(v)Opinions of Counsel. Purchaser shall have received opinions of
\n United States and Netherlands counsel of the Company in form and substance
\n reasonably acceptable to the Purchaser.<\/p>\n
3
\n 7
\n Section 1.07. Closing. The closing of the purchase and sale of the Shares
\ncontemplated hereby (the “CLOSING”) shall be held on May 31, 2001 (the “CLOSING
\nDATE”) at 10:00 A.M. (New York Time) at the offices of Purchaser at the address
\nspecified in Section 6.02, unless such date is extended by the Company upon
\nwritten notice to Purchaser, but in no event shall such extension be to a date
\nlater than 30 days immediately following the date of this Agreement.<\/p>\n
ARTICLE 2
\n REPRESENTATIONS AND WARRANTIES OF THE COMPANY<\/p>\n
Except as set forth in the disclosure schedule of the Company attached
\nhereto as Schedule C (the “COMPANY DISCLOSURE SCHEDULE”), the Company hereby
\nrepresents and warrants to Purchaser as follows:<\/p>\n
Section 2.01. Authority Of The Company. The Company has all requisite
\nauthority to enter into this Agreement and to consummate the Transaction. The
\nexecution and delivery of this Agreement by the Company and the consummation by
\nthe Company of the Transaction have been duly authorized by all necessary
\ncorporate action on the part of the Company. This Agreement has been duly
\nexecuted and delivered by the Company and constitutes a valid and binding
\nobligation of the Company, enforceable in accordance with its terms.<\/p>\n
Section 2.02. Organization And Good Standing Of The Company And
\nSubsidiaries.<\/p>\n
(a) The Company is a limited liability company, duly organized, validly
\nexisting and in good standing under the laws of the Netherlands, and has the
\nrequisite corporate power and authority to carry on its business as now being
\nconducted. The Company is duly qualified or licensed to do business and is in
\ngood standing in each jurisdiction in which the nature of its business or the
\nownership or leasing of its properties makes such qualification or licensing
\nnecessary, except where the failure to be so qualified would not have a Material
\nAdverse Effect (as defined below) on the Company.<\/p>\n
(b) Each Subsidiary (as defined below) is a corporation or limited
\nliability company, duly incorporated, validly existing and in good standing
\nunder the laws of its jurisdiction of incorporation, has all corporate powers
\nand all governmental licenses, authorizations, permits, consents and approvals
\nrequired to carry on its business as now conducted, is duly qualified to do
\nbusiness as a foreign corporation and is in good standing in each jurisdiction
\nwhere such qualification is necessary, except where the failure to be so
\nqualified would not have a Material Adverse Effect on the Company.<\/p>\n
(c) Except for directors qualifying shares, all of the outstanding capital
\nstock or other voting securities of each Subsidiary is owned by the Company,
\ndirectly or indirectly, free and clear of any Lien and free of any other
\nlimitation or <\/p>\n
4
\n 8
\nrestriction (including any restriction on the right to vote, sell
\nor otherwise dispose of such capital stock or other voting securities).<\/p>\n
Section 2.03. Capitalization; Ownership Of The Shares. The authorized
\ncapital stock of the Company consists of 32,000,000 shares of common stock, par
\nvalue Euro .01 per share (“COMMON STOCK”), 6,000,000 preferred Shares Class A,
\nnominal value Euro .01 per share (“Class A Shares”), 6,000,000 preferred Shares
\nClass B, nominal value Euro .01 and 6,000,000 preferred Shares Class C, nominal
\nvalue Euro .01. Of these authorized amounts, 2,718,983 Class A Shares are issued
\nand outstanding, 8,978,263 shares of Common Stock are issued and outstanding,
\nand 4,096,227 shares of Common Stock are reserved for issuance pursuant to
\noutstanding options and warrants. The Shares shall be at Closing, and upon
\nissuance in accordance with the terms of the Articles and the Certificate of
\nDesignation, the shares of Common Stock issuable upon conversion of the Shares
\n(collectively, the “CONVERSION SHARES”) shall be and all outstanding Shares of
\nCommon Stock are, and the shares issuable upon the exercise of outstanding
\noptions and warrants will be, validly issued, fully paid, and nonassessable,
\nissued in full compliance with all applicable securities laws and without
\nviolation of any preemptive rights, with the rights, preferences, privileges and
\nrestrictions described in the Articles, and free and clear of any pledges,
\noptions, claims, liens, charges, encumbrances, and security interests of any
\nkind or nature (collectively, “LIENS”) other than those created by Purchaser or
\nas otherwise specified in Section 2.03 of the Company Disclosure Schedule. The
\nCompany shall have at Closing the full right, power and authority to sell,
\ntransfer and deliver the Shares and, upon issuance in accordance with the terms
\nof the Articles, the Conversion Shares, to Purchaser without obtaining the
\nconsent or approval of any person or governmental authority, except for any
\nconsents which have previously been obtained. Upon delivery of the certificate
\nevidencing the Shares to Purchaser and Purchaser’s payment of the Purchase Price
\nin accordance with this Agreement, Purchaser will acquire the Shares free and
\nclear of adverse claims, other than those created by Purchaser. Section 2.03 of
\nthe Company Disclosure Schedule contains a list of all outstanding
\nsubscriptions, options, warrants, convertible securities or other rights or
\nagreements to which the Company is bound relating to the issuance or sale of
\nshares of the Company’s capital stock or any other equity interest in the
\nCompany or obligating the Company to issue or sell any shares of the Company’s
\ncapital stock or other equity interest in the Company.<\/p>\n
Section 2.04. No Conflict. Except with respect to the Stock Purchase
\nAgreement dated as of May 31, 2000 between the Company and various purchasers
\n(the conflicting terms of which shall be amended or waived prior to Closing),
\nthe execution, delivery and performance of this Agreement and the consummation
\nof the Transaction do not conflict with, or result in any breach or violation
\nof, or default (with or without notice or lapse of time or both) under, or give
\nrise to a right of termination, cancellation or acceleration of any obligation
\nunder, or result in the creation of any Lien upon the Shares or any of the
\nassets of <\/p>\n
5
\n 9
\nthe Company under, (i) the Articles or the articles of association or
\ncertificate of incorporation of any Subsidiary, (ii) any note, bond, mortgage,
\nindenture, lease or other agreement, instrument, permit, concession, franchise
\nor license applicable to the Company or any Subsidiary, or (iii) any judgment,
\norder, decree, statute, law, ordinance, rule, or regulation applicable to the
\nCompany or any Subsidiary. No consent, approval, order, or authorization of, or
\nregistration, declaration or filing with, or notice to, any government or any
\ncourt, administrative entity or commission or other governmental authority or
\nagency (a “GOVERNMENTAL ENTITY”) is required by or with respect to the Company
\nor any Subsidiary in connection with the execution, delivery or performance of
\nthis Agreement by the Company or the consummation by the Company of the
\nTransaction.<\/p>\n
Section 2.05. Financial Statements. The financial statements (the
\n“FINANCIAL STATEMENTS”) listed in Section 2.5 of the Company Disclosure Schedule
\nhave been prepared in conformity with generally accepted accounting principles
\napplied on a consistent basis throughout the periods reflected, except as may be
\nindicated therein. The Financial Statements fairly present in all material
\nrespects the financial position of the Company of the date thereof and the
\nresults of operations, stockholder’s equity, and cash flows of the Company for
\nthe periods then ended, subject to normal year-end adjustments and any other
\nadjustments described therein. The pro forma financial statement (the “PRO FORMA
\nSTATEMENT”) of the Company listed in Section 2.5 of the Company Disclosure
\nSchedule fairly presents in all material respects the consolidated financial
\nposition of the Company as of December 31, 2000, after giving pro forma effect
\nto the to the transactions discussed in the notes to the Pro Forma Statement
\n(assuming that such transactions occurred on the dates set forth in the Pro
\nForma Financial Statements) in conformity with generally accepted accounting
\nprinciples.<\/p>\n
Section 2.06. Undisclosed Liabilities. The Company and the Subsidiaries
\nhave no liabilities or obligations (whether accrued, absolute, contingent or
\notherwise) of the type required to be reflected on a balance sheet prepared in
\naccordance with generally accepted accounting principles, except for liabilities
\nor obligations (i) reflected or reserved against in the Financial Statements or
\nthe Pro Forma Statements, or (ii) incurred since the date thereof in the
\nordinary course of business, and which have not, individually or in the
\naggregate, had a Material Adverse Effect on the Company.<\/p>\n
Section 2.07. Litigation. There is no suit, action, judicial or arbitral
\nproceeding or investigation pending with respect to which the Company has
\nreceived service of process or other formal notice, or to the knowledge of the
\nCompany threatened, against or affecting the Company or any Subsidiary that (i)
\nseeks to delay or prevent the consummation of, or would materially adversely
\naffect the Company’s ability to consummate, the Transaction, or (ii)
\nindividually or in the aggregate with any related such suit, action, proceeding
\nor investigation, involves a claim against the Company in an amount, or which
\ninvolves a claim of unspecified amount that would, if determined adversely to
\nthe Company, result in <\/p>\n
6
\n 10
\na Material Adverse Change with respect to the Company, nor is the Company or any
\nSubsidiary in default under any material judgment, decree, injunction, or order
\nof any Governmental Entity or arbitrator to which the Company or any of its
\nassets is bound.<\/p>\n
Section 2.08. Compliance With Laws; Company Permits. To the knowledge of
\nthe Company, (i) neither the Company nor any Subsidiary is in violation of any
\napplicable law, rule, or regulation or any order of any Governmental Entity, and
\nno investigation by any Governmental Entity concerning any such possible
\nviolation is pending or threatened, except for such violations which would not,
\nindividually or in the aggregate with any related such violation, reasonably be
\nexpected to result in a Material Adverse Effect, and (ii) the Company and the
\nSubsidiaries hold or are a party to all licenses, permits, registrations,
\nfranchises, variances, exemptions, and other authorizations, consents, and
\napprovals necessary to conduct its business as presently conducted, except for
\nsuch failures to hold or be a party to such authorizations, consents and
\napprovals which would not, individually or in the aggregate, reasonably be
\nexpected to result in a Material Adverse Effect on the Company.<\/p>\n
Section 2.09. Proprietary Rights.<\/p>\n
(a) The Company and the Subsidiaries own or have the right to use, free
\nand clear of all liens and restrictions, or, to the knowledge of the Company,
\nany third party claims, all material know-how, formulae, processes, inventions,
\ndesigns, programs, patents, patent applications, trademarks, trade names,
\ncopyrights and other proprietary rights (collectively, “PROPRIETARY RIGHTS”)
\nused in the conduct of the Company’s business as now conducted or proposed to be
\nconducted in its business plan without, to the knowledge of the Company,
\ninfringing upon the right or claimed right of any person under or with respect
\nto the foregoing. The Company has not received any communications alleging that
\nthe Company has violated or, by conducting its business as proposed, would
\nviolate any of the patents, trade names, copyrights or trade proprietary rights
\nof any other person or entity. The Company and the Subsidiaries are not in
\ndefault under any material term of any license or other agreement relating to
\nsuch Proprietary Rights and, to the Company’s knowledge, each party other than
\nthe Company and the Subsidiaries to each such license or other agreement is not
\nin default thereunder. All such licenses and agreements are valid, enforceable
\nand in full force and effect.<\/p>\n
(b) The Company and the Subsidiaries have taken security measures to
\nprotect the secrecy, confidentiality, and value of all the Proprietary Rights,
\nwhich measures are reasonable and customary in the industry in which the Company
\nand the Subsidiaries conduct business. Each of the Company’s employees,
\nconsultants, and other persons who, either alone or in concert with others,
\ndeveloped, invented, discovered, derived, programmed or designed any of the
\nProprietary Rights, or who has knowledge of or access to information about any
\nProprietary Rights, has entered into a written agreement (i) providing that the<\/p>\n
7
\n 11
\nProprietary Rights and other information are proprietary to the Company and are
\nnot to be divulged or misused and (ii) transferring to the Company, without any
\nfurther consideration being given therefor by the Company, all of such
\nemployee’s, consultant’s, or other person’s rights, title and interest in and to
\nsuch Proprietary Rights with respect to such Proprietary Rights and information.
\nThe Company is not aware that any of its employees, consultants or prospective
\nemployees who have signed such agreements is in violation thereof, nor is it
\naware that any former employee or consultant has made any claim of ownership in
\nor rights with respect to any of the Proprietary Rights.<\/p>\n
Section 2.10. [Deleted]<\/p>\n
Section 2.11. Contracts. Neither the Company nor the Subsidiaries is in
\nmaterial breach of any contract the breach of which is reasonably likely,
\nindividually or in the aggregate, to have a Material Adverse Effect on the
\nCompany.<\/p>\n
Section 2.12. No Brokers. No broker, investment banker, financial advisor
\nor other person, is entitled to any broker’s, finder’s, financial advisors or
\nsimilar fee or compensation in connection with the Transaction based upon
\narrangements made by or on behalf of the Company.<\/p>\n
ARTICLE 3
\n REPRESENTATIONS AND WARRANTIES OF PURCHASER<\/p>\n
Except as set forth on the disclosure schedule of Purchaser attached
\nhereto as Schedule D (the “PURCHASER DISCLOSURE SCHEDULE”), Purchaser represents
\nand warrants to the Company as follows:<\/p>\n
Section 3.01. Organization, Standing And Corporate Power. Purchaser is a
\ncorporation duly organized, validly existing and in good standing under the laws
\nof the state of its organization and has the requisite corporate power and
\nauthority to carry on its business as now being conducted. Purchaser is duly
\nqualified or licensed to do business and is in good standing in each
\njurisdiction in which the nature of its business and operations makes such
\nqualification or licensing necessary, except where the failure to be so
\nqualified would not have a Material Adverse Effect on the Company.<\/p>\n
Section 3.02. Authority. Purchaser has all requisite corporate power and
\nauthority to enter into this Agreement and to consummate the Transaction. The
\nexecution and delivery of this Agreement by Purchaser and the consummation by
\nPurchaser of the Transaction have been duly authorized by all necessary
\ncorporate action on the part of Purchaser. This Agreement has been duly executed
\nand delivered by Purchaser. This Agreement constitutes a valid and binding
\nobligation of Purchaser, enforceable in accordance with its terms.<\/p>\n
8
\n 12
\n Section 3.03. No Conflict. The execution, delivery and performance of this
\nAgreement and the consummation of the Transaction will not conflict with, or
\nresult in any breach or violation of, or default (with or without notice or
\nlapse of time or both) under, or give rise to a right of termination,
\ncancellation or acceleration of any obligation under, or result in the creation
\nof any Lien upon any of the assets of Purchaser under, (i) the charter documents
\nof Purchaser, (ii) any note, bond, mortgage, indenture, lease or other
\nagreement, instrument, permit, concession franchise or license applicable to
\nPurchaser or its assets, or (iii) subject to the governmental filings and other
\nmatters referred to in the following sentence, any judgment, order, decree,
\nstatute, law, ordinance, rule, or regulation applicable to Purchaser or its
\nassets. No consent, approval, order or authorization of, or registration,
\ndeclaration or filing with, or notice to, any Governmental Entity or any other
\nperson is required by or with respect to Purchaser in connection with the
\nexecution, delivery or performance of this Agreement by Purchaser or the
\nconsummation by Purchaser of the Transaction.<\/p>\n
Section 3.04. Investment Intent; Ability To Bear Risk. Purchaser is
\nacquiring the Shares and the underlying Conversion Shares solely for investment
\nfor its own account, not as a nominee or agent, and not with a view to the
\nresale or distribution of any part thereof, and Purchaser has no present
\nintention of selling, granting any participation in, or otherwise distributing
\nthe Shares or the underlying Conversion Shares. Purchaser is an “accredited
\ninvestor” within the meaning of Rule 501 (a) under the Securities Act. Purchaser
\nunderstands that the Shares and the underlying Conversion Shares may not be
\nresold except in compliance with the registration requirements of the Securities
\nAct of 1933, as amended, unless an exemption therefrom is available. Purchaser
\nunderstands that no public market now exists for any of the securities issued by
\nthe Company and that the Company has made no assurances that a public market
\nwill ever exist for the Company’s securities. Purchaser is familiar with the
\nbusiness in which the Company conducts its operations, and has the requisite
\nbusiness and financial knowledge and experience to evaluate the merits and risks
\nof its acquisition of the Shares and the underlying Conversion Shares.<\/p>\n
Section 3.05. No Public Offering. The Purchaser understands that the
\nShares are being offered in a transaction not involving any public offering
\nwithin any jurisdiction and the Shares and the Conversion Shares have not been
\nregistered under the applicable securities laws of any jurisdiction, and the
\nShares and, with appropriate modification, any Conversion Shares, will bear a
\nrestricted transfer legend unless the Company determines otherwise in compliance
\nwith applicable law.<\/p>\n
Section 3.06. Exculpation And Acknowledgments. Purchaser acknowledges that
\nit has made all investigations and conducted all due diligence it deems
\nnecessary with respect to the Company and its investment in the Shares and the
\nunderlying Conversion Shares and that neither any shareholder of the Company nor
\nthe Company, nor any other person acting on behalf of any of them, has made any
\nrepresentation or warranty, express or implied, as to the condition,<\/p>\n
9
\n 13
\nmerchantability, suitability or fitness for any particular purpose of any of the
\nassets owned or used by the Company, or made any representation or warranty
\nregarding the Company or any other matter relating to the Company except as
\nexpressly set forth in this Agreement (including the Company Disclosure
\nSchedule). Purchaser acknowledges that all forward-looking information received
\nfrom or made available by or on behalf of the Company, including projected
\nstatements of revenues, cash flow and other business and financial condition and
\nresults, contain numerous uncertainties inherent in attempting to make
\nestimates, projections and other forecasts, are not warranties of future
\nperformance or financial results, and involve numerous assumptions about risks
\nand events that are difficult to predict and many of which are beyond the
\ncontrol of the Company, their financial advisers, and other agents. Purchaser
\nfurther acknowledges that it is familiar with such uncertainties and
\nassumptions, that it takes full responsibility for making its own independent
\nevaluation of possible future revenues, income, cash flow, and other and
\nfinancial condition and results, that it understands and has taken into account
\nthe likelihood that actual future results will differ, perhaps materially, from
\nthose reflected in any such forward-looking statements, and that Purchaser shall
\nhave no claim against the Company, its affiliates, its representatives, or other
\nagents with respect to any such forward-looking information.<\/p>\n
Section 3.07. Sufficient Funds. Purchaser possesses liquid capital or
\nsources therefor committed in writing sufficient to enable Purchaser to
\nconsummate the Transaction and timely perform all of its obligations hereunder.<\/p>\n
Section 3.08. No Brokers. No broker, investment banker, financial advisor
\nor other person is entitled to or may be paid any broker’s, finder’s, financial
\nadvisor’s or similar fee or commission in connection with the Transaction based
\nupon arrangements made by or on behalf of Purchaser or its affiliates.<\/p>\n
ARTICLE 4
\n INDEMNIFICATION<\/p>\n
Section 4.01. Survival Of Representations And Warranties. Solely for
\npurposes of Section 4.02 and Section 4.03, the representations and warranties
\ncontained in this Agreement shall survive until 18 months after the date of this
\nAgreement.<\/p>\n
Section 4.02. Indemnification By The Company. The Company shall indemnify
\nand hold harmless Purchaser and its affiliates against any losses, liabilities,
\ndamages, claims, costs, expenses, interest, awards, and judgments, including
\nreasonable attorneys’ fees and expenses and costs of investigation, but
\nexcluding consequential damages, punitive damages, lost profits, diminution in
\nvalue, damage to reputation or the like (collectively, other than such excluded
\nitems, “LOSSES”) actually suffered or incurred by any such indemnified party<\/p>\n
10
\n 14
\narising out of or resulting from (i) the breach of any representation and
\nwarranty made by the Company in this Agreement, or (ii) the breach of any
\ncovenant or agreement by the Company contained in this Agreement.<\/p>\n
Section 4.03. Indemnification By Purchaser. Purchaser shall indemnify and
\nhold harmless the Company against any Losses actually suffered or incurred by it
\narising out of or resulting from (i) the breach of any representation and
\nwarranty made by Purchaser in this Agreement, or (ii) the breach of any covenant
\nor agreement by Purchaser contained in this Agreement.<\/p>\n
Section 4.04. Losses Net Of Insurance. The amount of any Losses under this
\nArticle 4 shall be determined net of any related amounts recovered or
\nrecoverable by the indemnified party under insurance policies, indemnities or
\nother reimbursement arrangements with respect to such Losses.<\/p>\n
Section 4.05. Exclusive Remedy. . The indemnification provided in this
\nArticle, subject to the limitations set forth herein, shall be the exclusive
\nremedy available to an Indemnified Party for any breach of a representation,
\nwarranty, covenant, or other agreement contained in this Agreement.<\/p>\n
ARTICLE 5
\n COVENANTS OF INVESTOR<\/p>\n
Section 5.01. Acquisition Of Voting Securities. Investor will not, and
\nwill not permit its Affiliates to, at any time and from time to time, purchase
\nor otherwise acquire, or agree or offer to purchase or otherwise acquire,
\nbeneficial ownership of any securities of the Company entitled, in the ordinary
\ncourse, to vote in the election of directors of the Company (“VOTING
\nSECURITIES”), if after giving effect thereto Investor and its Affiliates as a
\ngroup would beneficially own Voting Securities representing more than twenty
\npercent (20%) of the aggregate number of votes which may be cast by holders of
\noutstanding Voting Securities. Voting Securities shall include warrants which,
\nif exercised, would entitle the holder to purchase securities of the Company
\nentitled, in the ordinary course, to vote in the election of directors of the
\nCompany.<\/p>\n
Section 5.02. Sale Or Transfer Of Restricted Securities. Investor will
\nnot, and will not permit its Affiliates to, sell, pledge, encumber or otherwise
\ntransfer, or agree to sell, pledge, encumber or otherwise transfer, directly or
\nindirectly, any Voting Securities, except as provided in any of clauses (a) –
\n(g) of this Section 5.02:<\/p>\n
(a) to an Affiliate of Investor; provided that such Affiliate agrees in
\nwriting to be bound by the terms of this Agreement;<\/p>\n
(b) to any Person who, after giving effect to such sale, pledge,
\nencumbrance or transfer, would beneficially own Voting Securities representing<\/p>\n
11
\n 15
\nin the aggregate twelve percent (12%) or less of Total Voting Power and such
\nsale, pledge, encumbrance or transfer has been made in accordance with the
\nSecurities Act; provided that Investor shall be entitled to rely on the
\nrepresentations and warranties of such Person in satisfying the limitation of
\nthis Section 5.02 (b) on the percentage of Total Voting Power that such Person
\nmay have;<\/p>\n
(c) pursuant to a registered offering under the Securities Act,;<\/p>\n
(d) pursuant to Rule 144 of the General Rules and Regulations of the
\nSecurities Act;<\/p>\n
(e) pursuant to a tender or exchange offer made by the Company or
\nrecommended by the Company’s board of directors to the Company’s stockholders;<\/p>\n
(f) as a pledge to a financial institution reasonably acceptable to the
\nCompany; or<\/p>\n
(g) with the prior written consent of the Company.<\/p>\n
Section 5.03. Rights Of First Offer.<\/p>\n
(a) Investor will not, and will not permit any of its Affiliates to, sell,
\npledge, encumber or otherwise transfer any Voting Securities in accordance with
\nSection 5.02(b) or Section 5.02(d) without first giving the Company prior notice
\nthereof (an “OFFER NOTICE”) and the opportunity (as hereinafter provided) to
\npurchase such securities (the “OFFERED SECURITIES”) at a cash price equal to the
\nsum of the amount of any cash plus the fair market value of any other
\nconsideration offered by the prospective purchaser or other transferee (the
\n“OFFER PRICE”). The Offer Notice shall constitute an offer (the “OFFER”) by the
\nInvestor to sell all, but not less than all, of the Offered Securities at the
\nOffer Price.<\/p>\n
(b) The Offer may be accepted within 60 days of receipt by the Company of
\nthe Offer Notice and, if accepted, the Offered Securities shall be purchased
\nwithin 60 days after such acceptance. If the Offer is not accepted or the
\nOffered Securities are not purchased as contemplated above, such Investor may
\nsell the Offered Securities to such prospective purchaser or transferee at a
\nprice not less than the Offer Price. If the sale to such prospective purchaser
\nor transferee is not consummated as contemplated above within 45 days after the
\nexpiration of the 60-day offer period or earlier irrevocable rejection of such
\nOffer or failure to purchase the Offered Securities after acceptance of the
\nOffer, no sale may be made by the Investor without again complying with this
\nSection 5.03.<\/p>\n
(c) If the consideration offered by the prospective purchaser or
\ntransferee includes non-cash consideration, the Company and Investor shall in
\ngood faith seek to agree upon the value of such non-cash consideration. If<\/p>\n
12
\n 16
\nInvestor and the Company fail to agree on such value within 30 days following
\nreceipt by the Company of the Offer Notice, then the items in dispute shall be
\nreferred to a nationally recognized investment banking firm selected jointly by
\nInvestor and the Company. Investor and the Company shall share all expenses of
\nsuch investment banking firm. The value of any securities offered as
\nconsideration shall be the fair market value of such securities determined on a
\nfully distributed basis, and the value of any property other than securities
\nshall be the fair market value of such property. If a determination under this
\nSection 5.03(c) is required, any date for acceptance of an Offer provided for in
\nSection 5.03(b) hereof shall be postponed until the second Business Day after
\nthe date of such determination. All determinations made pursuant to this Section
\n5.03(c) shall be final and binding on the Investor and the Company.<\/p>\n
(d) The Company’s rights under this Section 5.03 may be assigned, in whole
\nor in part, to any third party, provided that the Company remains liable for its
\nobligations hereunder.<\/p>\n
Section 5.04. Certain Actions. Investor will not, and will not permit its
\nAffiliates to:<\/p>\n
(a) make, or take any action to solicit, initiate or encourage, an
\nAcquisition Proposal;<\/p>\n
(b) “solicit”, or become a “participant” in any “solicitation” of, any
\n“proxy” (as such terms are defined in Regulation 14A under the Exchange Act)
\nfrom any holder of Voting Securities in connection with any vote on any matter,
\nor agree or announce its intention to vote with any Person undertaking a
\n“solicitation”;<\/p>\n
(c) form, join or in any way participate in a “group” (within the meaning
\nof Section 13(d)(3) of the Exchange Act) with respect to any Voting Securities;<\/p>\n
(d) grant any proxies with respect to any Voting Securities to any Person
\n(other than as recommended by the Board of Directors of the Company) or deposit
\nany Voting Securities in a voting trust or enter into any other arrangement or
\nagreement with respect to the voting thereof; or<\/p>\n
(e) propose any amendment to this Agreement that is or may be required to
\nbe publicly disclosed.<\/p>\n
Section 5.05. Voting Arrangements. Investor shall vote or cause to be
\nvoted all Voting Securities owned by the Investor Group for nominees to the
\nBoard of Directors of the Company who have been recommended by the Company’s
\nBoard of Directors. Investor shall cause all Voting Securities owned by the
\nInvestor to be represented, in person or by proxy, at all meetings of holders of
\nVoting Securities of which Investor has actual notice, so that such <\/p>\n
13
\n 17
\nVoting Securities may be counted for the purpose of determining the presence of
\na quorum at such meetings.<\/p>\n
Section 5.06. Legend.<\/p>\n
(a) All certificates representing Voting Securities subject to this
\nAgreement shall bear the following legend:<\/p>\n
“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO STANDSTILL
\nPROVISIONS CONTAINED WITHIN THE STOCK PURCHASE AGREEMENT DATED MAY 31, 2001 (A
\nCOPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY) WHICH PROVIDES,
\nAMONG OTHER THINGS, FOR CERTAIN RIGHTS OF PURCHASE OF SUCH SHARES BY THE COMPANY
\nAND CERTAIN RESTRICTIONS ON TRANSFER THEREOF. ANY SALE OR OTHER TRANSFER NOT IN
\nCOMPLIANCE WITH SAID AGREEMENT SHALL BE VOID.”<\/p>\n
(b) Investor agrees to the entry of stop transfer orders with the transfer
\nagent and registrar of the stock subject to this Agreement against transfer of
\nlegended stock held by the Investor except in compliance with the requirements
\nof this Agreement.<\/p>\n
Section 5.07. Specific Performance. Investor agrees that any breach by it
\nof any material provision of this Agreement would irreparably injure the Company
\nand that money damages would be an inadequate remedy therefor. Accordingly,
\nInvestor agrees that the Company shall be entitled to one or more injunctions
\nenjoining any such breach and requiring specific performance of this Agreement
\nand consents to the entry thereof, in addition to any other remedy to which the
\nCompany is entitled at law or in equity.<\/p>\n
Section 5.08. Termination Of The Provisions Of Article 5. The provisions
\nof this Article 5 shall terminate upon the occurrence of any of the following:<\/p>\n
(a) the written agreement of the Company and Investor to terminate
\nprovisions of this Article 5;<\/p>\n
(b) the earlier of (i) two years after the initial public offering of the
\nCompany’s Common Stock, (ii) the fifth anniversary of the date of this Agreement
\nand (iii) the date that the Investor shall beneficially own Voting Securities
\nrepresenting less than 4% of Total Voting Power;<\/p>\n
(c)any Person shall have acquired Voting Securities representing more than
\nfifty percent (50%) of Total Voting Power; or<\/p>\n
(d)the dissolution, liquidation or winding up of the Company.<\/p>\n
14
\n 18
\n ARTICLE 6
\n MISCELLANEOUS PROVISIONS<\/p>\n
Section 6.01. Expenses. All costs and expenses incurred in connection with
\nthis Agreement and the Transaction shall be paid by the party incurring such
\nexpenses.<\/p>\n
Section 6.02. Notices. All notices, requests, claims, demands and other
\ncommunications under this Agreement shall be in writing and shall be deemed
\ngiven if delivered personally or delivered by internationally recognized
\novernight courier (providing proof of delivery) or sent by facsimile
\ntransmission to the parties at the following addresses (or at such other address
\nfor a party as shall be specified by like notice):<\/p>\n
(a) if to the Company, to:<\/p>\n
ValiGen N.V.
\n c\/o ValiGene S.A.
\n 300 Pheasant Run
\n Newtown, PA 18940
\n Attention: Douglas Watson, President
\n Telephone: 215-504-4444<\/p>\n
(b) if to Purchaser, to:<\/p>\n
ImClone Systems Incorporated
\n 180 Varrick Street, 6th Floor
\n New York, NY 10014
\n Attention: Samuel D. Waksal, President
\n Telephone: 212-645-1405<\/p>\n
All such communications shall be deemed to have been duly given: (A) in the case
\nof a communication delivered by hand, when personally delivered; (B) in the case
\nof a communication sent by facsimile, upon transmission subject to telephone
\nconfirmation of receipt; and (C) in the case of a communication sent by Federal
\nExpress or other recognized overnight courier service, on the date delivered at
\nthe designated address.<\/p>\n
Section 6.03. Certain Definitions. For purposes of this Agreement:<\/p>\n
“ACQUISITION PROPOSAL” means any offer or proposal for, or any indication
\nof interest in, a merger or other business combination involving the Company or
\nany subsidiary of the Company or the acquisition of any equity interest in, or a
\nsubstantial portion of the assets of, the Company or any subsidiary of the
\nCompany.<\/p>\n
15
\n 19
\n “AFFILIATE” means, with respect to any Person, any Person directly or
\nindirectly controlling, controlled by, or under common control with, such other
\nPerson. For the purposes of this definition, “control” when used with respect to
\nany Person, means the possession, directly or indirectly, of the power to direct
\nor cause the direction of the management and policies of such Person, whether
\nthrough the ownership of voting securities, by contract or otherwise; the terms
\n“controlling” and “controlled” have meanings correlative to the foregoing.<\/p>\n
“BENEFICIAL OWNERSHIP” and “beneficially own” shall be determined in
\naccordance with Rules 13d-3 and 13d-5 under the Exchange Act.<\/p>\n
“BUSINESS DAY” means any day except a Saturday, Sunday or other day on
\nwhich commercial banks in New York are authorized by law to close.<\/p>\n
“COMMISSION” shall mean the U.S. Securities and Exchange Commission or any
\nother federal agency at the time administering the Securities Act, and any
\nequivalent agency in any jurisdiction outside the United States.<\/p>\n
“COMMON STOCK” shall mean the ordinary shares, nominal value Euro .01 per
\nshare, of the Company.<\/p>\n
“EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended, and
\nthe rules and regulations promulgated thereunder.<\/p>\n
“INVESTOR GROUP” means Investor and its Affiliates.<\/p>\n
“MATERIAL ADVERSE CHANGE” or “MATERIAL ADVERSE EFFECT”, when used in
\nreference to the Company or Purchaser, means any change or effect that,
\nindividually or in the aggregate with other changes or effects of such type, is
\nmaterially adverse to the business, operations, assets, properties, condition,
\n(financial or other) or results of operations of such person and its
\nsubsidiaries taken as a whole; provided, however, that a decline in general
\neconomic conditions or matters generally affecting companies engaged in the
\nbusiness of the Company shall not be deemed to be a “Material Adverse Change” or
\nto have a “Material Adverse Effect.”<\/p>\n
“PERSON” means an individual, corporation, limited liability company,
\npartnership, joint venture, association, trust, unincorporated organization or
\nother entity;<\/p>\n
“PREFERRED STOCK” shall mean the Series B preferred shares, nominal value
\nEuro .01 per share, of the Company.<\/p>\n
“SECURITIES ACT” shall mean the U.S. Securities Act of 1933, as amended,
\nor any similar U.S. federal statute and the rules and regulations of the
\nCommission thereunder, and any similar statute of any non-U.S. jurisdiction, all
\nas the same shall be in effect at the time.<\/p>\n
16
\n 20
\n “SUBSIDIARY” shall mean any entity of which securities or other ownership
\ninterests having ordinary voting power to elect a majority of the board of
\ndirectors or other persons performing similar functions are at the time directly
\nor indirectly owned by the Company.<\/p>\n
“TOTAL VOTING POWER” means the aggregate number of votes which may be cast
\nby holders of outstanding Voting Securities.<\/p>\n
Section 6.04. Amendment; Waiver. This Agreement may be amended by an
\ninstrument in writing signed on behalf of the Company and Purchaser. Either
\nparty may (a) extend the time for the performance of any of the obligations or
\nother acts of the other party, or (b) waive compliance with any of the
\nagreements contained in this Agreement. The failure of any party to this
\nAgreement to assert any of its rights under this Agreement or otherwise shall
\nnot constitute a waiver of such rights. No waiver of any of the provisions of
\nthis Agreement shall be deemed or shall constitute a waiver of any other
\nprovisions hereof (whether or not similar), nor shall such waiver constitute a
\ncontinuing waiver unless expressly provided.<\/p>\n
Section 6.05. Interpretation. A reference made in this Agreement to a
\nSection or Schedule shall be to a Section of, or an Schedule to, this Agreement
\nunless otherwise indicated. The table of contents and headings contained in this
\nAgreement are for reference purposes only and shall not affect the meaning or
\ninterpretation of this Agreement. Whenever the words “include,” “includes” or
\n“including” are used in this Agreement, they shall be deemed to be followed by
\nthe words “without limitation” unless otherwise stated to the contrary.<\/p>\n
Section 6.06. Counterparts. This Agreement may be executed in one or more
\ncounterparts, each of which shall be deemed to be an original, but all of which
\nshall constitute one and the same agreement.<\/p>\n
Section 6.07. Entire Agreement. This Agreement, which includes the
\nSchedules attached hereto, constitutes the entire agreement, and supersedes all
\nprior agreements and understandings, both written and oral, between the parties
\nwith respect to the subject matter of this Agreement.<\/p>\n
Section 6.08. Governing Law; Dispute Resolution.<\/p>\n
(a) Except to the extent that the corporation law of the Netherlands shall
\nbe applicable with respect to matters relating to the internal corporate affairs
\nof the Company, this Agreement and (unless otherwise provided) all amendments,
\nsupplements, waivers and consents relating thereto or hereto shall be governed
\nby and construed in accordance with the laws of the State of New York.<\/p>\n
(b) The parties agree that any such litigation shall only be brought in
\nthe United States District Court for the Southern District of New York (and, if
\nand only if jurisdiction is not available in the United States District Court
\nfor the <\/p>\n
17
\n 21
\nSouthern District of New York, in a New York State court sitting in New
\nYork, New York), and each of the parties hereby consents to the jurisdiction of
\nsuch courts (and of the appropriate appellate courts therefrom) in any such
\nlitigation and irrevocably waives, to the fullest extent permitted by law, any
\nobjection which it may now or hereafter have to the laying of the venue of any
\nsuch litigation in any such court or that any such litigation which is brought
\nin any such court has been brought in an inconvenient forum. Each party agrees
\nthat service of notice on such party as provided in Section 6.02 shall be deemed
\neffective service of process on such party.<\/p>\n
(c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT
\nTO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS
\nAGREEMENT, THE TRANSATION AGREEMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED
\nTHEREBY.<\/p>\n
Section 6.09. Assignment. Neither this Agreement nor any of the rights,
\ninterests or obligations under this Agreement shall be assigned, in whole or in
\npart, by operation of law or otherwise, by either of the parties without the
\nprior written consent of the other party. Subject to the preceding sentence,
\nthis Agreement will be binding upon, inure to the benefit of, and be enforceable
\nby, the parties and their respective successors and assigns, enforceable in
\naccordance with its terms, except as such validity, binding nature and
\nenforceability may be affected by applicable bankruptcy, insolvency,
\nreorganization, moratorium or other laws of general application relating to or
\naffecting enforcement of creditors’ rights.<\/p>\n
Section 6.10. Severability. Whenever possible, each provision or portion
\nof any provision of this Agreement will be interpreted in such manner as to be
\neffective and valid under applicable law, but if any provision or portion of any
\nprovision of this Agreement is held to be invalid, illegal or unenforceable in
\nany respect under any applicable law or rule in any jurisdiction, such
\ninvalidity, illegality or unenforceability will not affect any other provision
\nor portion of any provision in such jurisdiction, and this Agreement will be
\nreformed, construed and enforced in such jurisdiction as if such invalid,
\nillegal or unenforceable provision or portion of any provision had never been
\ncontained herein, so long as the economic and legal substance of the
\ntransactions contemplated hereby are not affected in a manner materially adverse
\nto either party hereto.<\/p>\n
Section 6.11. No Third Party Beneficiaries. This Agreement is not intended
\nto confer any rights or remedies upon any person other than the parties hereto.<\/p>\n
18
\n 22
\n IN WITNESS WHEREOF, the undersigned have each caused this Agreement to be
\nsigned by their respective officers, thereunto duly authorized, as of the date
\nfirst written above.<\/p>\n
VALIGEN N.V.<\/p>\n
By: \/s\/ Douglas Watson
\n ——————————————–
\n Name: Douglas Watson
\n Title: President<\/p>\n
IMCLONE SYSTEMS INCORPORATED<\/p>\n
By: \/s\/ Samuel D. Waksal
\n ——————————————–
\n Name: Samuel D. Waksal
\n Title: President<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7835],"corporate_contracts_industries":[9405],"corporate_contracts_types":[9622,9627],"class_list":["post-43718","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-imclone-inc","corporate_contracts_industries-drugs__biotech","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43718","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43718"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43718"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43718"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43718"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}