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EXHIBIT 10.13
J AZZ P HARMACEUTICALS ,
I NC .
COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT (the "
Agreement ") is made and entered into as of
March 20, 2003 by and between Jazz Pharmaceuticals, Inc., a
California corporation (the " Company "), and Samuel
R. Saks (the " Purchaser ").
A. The Purchaser is a founder, officer and director of the
Company.
B. The Purchaser and the Company desire to specify the terms and
conditions of Purchaser’s equity participation in the
Company.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Issuance of Shares; Purchase Price . The
Purchaser hereby purchases and the Company hereby sells 3,300,000
shares of the Company common stock (the " Shares ")
at a purchase price consisting of $0.0003 per share payable in
cash.
2. Restrictions on Resale of Shares .
2.1 Legends . The Purchaser understands and
acknowledges that the Shares are not registered under the Act, and
that under the Act and other applicable laws the Purchaser may be
required to hold such Shares for an indefinite period of time. Each
stock certificate representing the Shares shall bear the following
legend:
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"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY
TRANSFER OF SUCH SECURITIES SHALL BE INVALID UNLESS A REGISTRATION
STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR, IN THE
OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, SUCH
REGISTRATION IS UNNECESSARY FOR SUCH TRANSFER TO COMPLY WITH THE
ACT."
2.2 Market Standoff . The Purchaser agrees that if
so requested by the Company or any representative of the
underwriters in connection with registration of the initial public
offering of any securities of the Company under the Act, the
Purchaser shall not sell or otherwise transfer any Shares or other
securities of the Company during the 180 day period following the
effective date of such registration statement. The Company may
impose stop transfer instructions with respect to securities
subject to the foregoing restrictions until the end of such 180 day
period.
3. Representations and Acknowledgments of the
Purchaser . The Purchaser hereby represents, warrants,
acknowledges and agrees that:
3.1 Investment . The Purchaser is acquiring the
Shares for the Purchaser’s own account, and not directly or
indirectly for the account of any other person. The Purchaser is
acquiring the Shares for investment and not with a view to
distribution or resale thereof except in compliance with the Act
and any applicable state law regulating securities.
3.2 Access to Information . The
Purchaser has had the opportunity to ask questions of, and to
receive answers from, appropriate executive officers of the Company
with respect to the terms and conditions of the transactions
contemplated hereby and with respect to the business, affairs,
financial condition and results of operations of the Company. The
Purchaser has had access to such financial and other information as
is necessary in order for the Purchaser to make a fully informed
decision as to investment in the Company, and has had the
opportunity to obtain any additional information necessary to
verify any of such information to which the Purchaser has had
access.
3.3 Pre-Existing Relationship . The Purchaser
further represents and warrants that the Purchaser has either
(i) a pre-existing relationship with the Company or one or
more of its officers or directors consisting of personal or
business contacts of a nature and duration which enable the
Purchaser to be aware of the character, business acumen and general
business and financial circumstances of the Company or the officer
or director with whom such relationship exists or (ii) such
business or financial expertise as to be able to protect the
Purchaser’s own int
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