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EXHIBIT 10.60
ARIAD GENE THERAPEUTICS, INC.
STOCK TRANSFER AGREEMENT
In
consideration of the covenants and agreements set forth herein and
for
other good and valuable consideration, the
receipt and sufficiency of which are
hereby mutually acknowledged, the parties
hereto covenant and agree as follows:
The
undersigned stockholder (the "Stockholder") of ARIAD Gene
Therapeutics, Inc. (the "Company") agrees
that, in the event he or she desires
to sell, assign, transfer or otherwise
dispose of any of the shares of capital
stock of the Company now held or at anytime
hereafter acquired by him or her
(the "Shares") to any person, he or she
will notify (the "Notification") the
Company in writing addressed to its
principal executive offices of his or her
intention to do so, specifying the amount
of Shares proposed to be transferred
(the "Offered Shares"), the name of the
person or persons (the "Third Party
Purchaser") to whom he or she proposes to
transfer the Offered Shares, and a
price per share which shall be the minimum
price per share at which he or she
proposes to effect the transfer (the
"Minimum Price"). The Notification shall
contain an affirmation by the Stockholder
that such Offered Shares are proposed
to be transferred pursuant to a bona fide
written purchase contract and that the
Stockholder has a reasonable expectation of
being able to effect the transfer at
the Minimum Price to the Third Party
Purchaser, and shall recite the basis for
such expectation. The Notification shall
offer to sell to the Company and/or its
designees the Offered Shares, free and
clear of any liens or encumbrances in
favor of third persons, at the Minimum
Price and on such other terms and
conditions, if any, not less favorable to
the Company and its designees as those
proposed to be offered to such Third Party
Purchaser. In the event all or any
part of the consideration shall consist of
consideration other than cash, the
Minimum Price shall include the fair value
of such other consideration as
determined in good faith by the Company's
Board of Directors.
The
Company and its designees shall have the right to purchase the
Offered
Shares in accordance with the terms
contained herein. The Company shall respond
to the offer of the Stockholder within 30
days after receipt of the
Notification. If the Company does not
accept the offer of the Offered Shares in
its entirety, the Stockholder shall be free
to proceed to sell all, but not less
than all, of the Offered S
