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:
“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 acu
