Sanofi – ‘SC 13D’ on 1/8/01 re: Sanofi – EX-1

On:  Monday, 1/8/01, at 3:50pm ET   ·   Accession #:  1131173-1-500003   ·   File #:  5-60069

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              5±    22K 
 2: EX-1        Exhibit to Schedule 13D                               19±    84K 

EX-1   —   Exhibit to Schedule 13D

STOCK PURCHASE AGREEMENT                                                        

THIS STOCK PURCHASE AGREEMENT (the                                              
"Agreement") is made as of the 29th day                                         
of December, 2000, by and between Atrix                                         
Laboratories, Inc., a Delaware corporation                                      
having                                                                          
offices at 2579 Midpoint Drive, Fort Collins,                                   
CO 80525-4417 (the "Company"), and Sanofi-                                      
Synthelabo Inc., a Delaware corporation having                                  
offices at 90 Park Avenue, New York, NY                                         
10016 ("Investor").                                                             
THE PARTIES HEREBY AGREE AS FOLLOWS:                                            
1.      Purchase and Sale of Stock.                                             
1.1.    Sale and Issuance of Common Stock.                                      
Subject to the terms and conditions of this                                     
Agreement, at the Closing (defined below)                                       
Investor will purchase and the                                                  
Company will sell and issue to Investor                                         
824,572 shares of Common Stock (the                                             
"Shares") for the purchase price per share                                      
equal to $18.19125, which is one                                                
hundred and ten percent (110%) of the average                                   
of the closing prices reported by                                               
the NASDAQ National Market System for the ten                                   
(10) consecutive trading days                                                   
prior to, but not including, the Closing Date,                                  
for an aggregate purchase price of                                              
Fourteen Million Nine Hundred Ninety-Nine                                       
Thousand Nine Hundred and                                                       
Ninety-Five Dollars and Forty Cents                                             
($14,999,995.40) (the "Purchase Price").                                        
1.2.    Closing.  The purchase and sale of the                                  
Common Stock shall take place at the                                            
offices of the Company, 2579 Midpoint Drive,                                    
Fort Collins, Colorado 80525, on                                                
the  "Effective Date", as such term is defined                                  
in the Collaboration, License and                                               
Supply Agreement of even date herewith between                                  
the parties hereto (the                                                         
"Collaboration Agreement"), or at such other                                    
times and places as the Company                                                 
and Investor mutually agree upon in writing                                     
(which times and places are                                                     
designated as the "Closing").  At the Closing,                                  
the Company shall deliver to its                                                
transfer agent, American Stock Transfer &                                       
Trust Company, a letter, in the form of                                         
Exhibit A, which letter directs American Stock                                  
Transfer & Trust Company to                                                     
deliver promptly to Investor a certificate                                      
representing the Shares.                                                        
1.3.    Purchase Price.  At the Closing, the                                    
Purchase Price shall be paid by Investor to                                     
the                                                                             
Company in immediately available funds by wire                                  
transfer to a bank account                                                      
designated by the Company two (2) business                                      
days prior to the Closing Date or, if                                           
not so designated, then by certified or                                         
official bank check payable in immediately                                      
available funds to the order of the Company in                                  
such amount.                                                                    
1.4.    Definition.                                                             
(a)     The following terms, as used herein,                                    
have the following meanings:                                                    
"Affiliate" shall have the meaning defined in                                   
Rule 501 of                                                                     
Regulation D as promulgated under the 1933                                      
Act.                                                                            
"Closing Date" means the date of the Closing.                                   
"Common Stock" means the Common Stock, par                                      
value $.001 per                                                                 
share of the Company.                                                           
"GAAP" means generally accepted accounting                                      
principles in the                                                               
United States.                                                                  
"Material Adverse Effect" means a material                                      
adverse effect on the                                                           
condition (financial or otherwise), business,                                   
assets, results of                                                              
operations of a corporation and its                                             
subsidiaries taken as a whole.                                                  
"1934 Act" means the Securities Exchange Act                                    
of 1934, as                                                                     
amended, and the rules and regulations                                          
promulgated thereunder.                                                         
"1933 Act" means the Securities Act of 1933,                                    
as amended, and the                                                             
rules and regulations promulgated thereunder.                                   
"Person" shall mean an individual,                                              
corporation, partnership, trust,                                                
business trust, association, joint stock                                        
company, joint venture,                                                         
pool, syndicate, sole proprietorship, and any                                   
other form of entity                                                            
not specifically listed herein.                                                 
"SEC" shall mean the U.S. Securities and                                        
Exchange Commission.                                                            
2.      Representations and Warranties of the                                   
Company.  The Company hereby represents and                                     
warrants to Investor that:                                                      
2.1.    Organization, Good Standing and                                         
Qualification.  The Company is a corporation                                    
duly organized, validly existing and in good                                    
standing under the laws of the State                                            
of Delaware and has all requisite corporate                                     
power and authority to carry on its                                             
business as now conducted.  The Company is                                      
duly qualified to transact business                                             
and is in good standing in each jurisdiction                                    
in which the failure to so qualify                                              
would have a Material Adverse Effect.                                           
2.2.    Capitalization.  The authorized capital                                 
of the Company consists of:                                                     
(a)     Preferred Stock.  5,000,000 shares of                                   
Preferred Stock, of which (i)                                                   
200,000 shares have been designated Series A                                    
Preferred Stock, par value                                                      
$.001 per share, none of which are issued and                                   
outstanding; (ii) 20,000                                                        
shares have been designated Series A                                            
Convertible Exchangeable Preferred                                              
Stock, par value $.001 per share, of which                                      
12,015 shares were issued and                                                   
outstanding on December 29, 2000; and (iii)                                     
4,780,000 shares are                                                            
undesignated, none of which are issued and                                      
outstanding.                                                                    
(b)     Common Stock.  25,000,000 shares of                                     
Common Stock, of which                                                          
12,555,120 shares were issued and outstanding                                   
on December 29, 2000.                                                           
2.3.    Authorization.  All corporate action on                                 
the part of the Company, its officers,                                          
directors and stockholders necessary for (i)                                    
its authorization, execution and                                                
delivery of the Agreement, (ii) the                                             
performance of all obligations of the Company                                   
hereunder and (iii) the authorization,                                          
issuance (or reservation for issuance) and                                      
delivery of the Common Stock being sold                                         
hereunder, to the extent that the                                               
foregoing requires performance on or prior to                                   
the Closing, has been taken.  This                                              
Agreement, assuming due authorization,                                          
execution and delivery by Investor,                                             
constitutes the valid and legally binding                                       
obligation of the Company, enforceable                                          
against the Company in accordance with its                                      
terms, except as such enforcement                                               
may be limited by applicable laws relating to                                   
creditors' rights or principles of                                              
equity affecting the availability of remedies.                                  
2.4.    Valid Issuance of Common Stock.  The                                    
Shares, when issued against payment                                             
thereof in accordance with this Agreement,                                      
will be duly and validly issued, fully                                          
paid and nonassessable and, based in part upon                                  
the representations of the Investor                                             
in this Agreement, will be issued in                                            
compliance with all applicable federal and                                      
state securities laws.                                                          
2.5.    SEC Filings.  The Company has registered                                
its Common Stock pursuant to Section                                            
12 of the 1934 Act, and the Common Stock is                                     
quoted on the Nasdaq National                                                   
Market.  The Company has filed all 1934 Act                                     
reports for a period of at least                                                
twelve (12) months immediately preceding the                                    
offer or sale of the Shares.  The                                               
Company's filings with the SEC complied as of                                   
their respective filing dates, or in                                            
the case of registration statements, their                                      
respective effective dates, as to form in                                       
all material respects with all applicable                                       
requirements of the 1933 Act and the                                            
1934 Act and the rules and regulations                                          
promulgated thereunder.  None of such                                           
filings, including, without limitation, any                                     
exhibits, financial statements or                                               
schedules included therein, at the time filed,                                  
or in the case of registration                                                  
statements, at their respective filing dates,                                   
contained any untrue statement of a                                             
material fact or omitted to state a material                                    
fact required to be stated therein or                                           
necessary to make the statements therein, in                                    
light of the circumstances under                                                
which they were made, not misleading.  The                                      
audited financial statements of the                                             
Company included in the Company's Annual                                        
Report on Form 10-K for the year                                                
ended December 31, 1999 comply as to form in                                    
all material respects with the                                                  
published rules and regulations of the SEC                                      
with respect thereto, and such audited                                          
financial statements (i) were prepared from                                     
the books and records of the                                                    
Company, (ii) were prepared in accordance with                                  
GAAP applied on a consistent                                                    
basis (except as may be indicated therein or                                    
in the notes or schedules thereto) and                                          
(iii) present fairly the financial position of                                  
the Company as of the dates thereof                                             
and the results of operations and cash flows                                    
for the periods then ended.  The                                                
unaudited financial statements included in the                                  
Company's Quarterly Reports on                                                  
Form 10-Q for the quarterly periods ended                                       
March 31, 2000, June 30, 2000 and                                               
September 30, 2000 comply as to form in all                                     
material respects with the published                                            
rules and regulations of the SEC with respect                                   
thereto; and such unaudited                                                     
financial statements (i) were prepared from                                     
the books and records of the                                                    
Company, (ii) were prepared in accordance with                                  
GAAP, except as otherwise                                                       
permitted under the 1934 Act and the rules and                                  
regulations thereunder, on a                                                    
consistent basis (except as may be indicated                                    
therein or in the notes or schedules                                            
thereto, and except that they do not contain                                    
footnotes and other presentation items                                          
that may be required by GAAP) and (iii)                                         
present fairly the financial position of                                        
the Company as of the dates thereof and the                                     
results of operations and cash flows                                            
(or changes in financial condition) for the                                     
periods then ended, subject to normal                                           
year-end adjustments and any other adjustments                                  
described therein or in the notes                                               
or schedules thereto.                                                           
2.6.    Litigation.  Except as disclosed in the                                 
Company's filings with the SEC, there is no                                     
action, suit or proceeding before or by any                                     
court or governmental agency or body,                                           
domestic or foreign, now pending or, to the                                     
knowledge of the Company,                                                       
threatened, against or affecting the Company,                                   
or any of its properties, which could                                           
reasonably be expected to have, individually                                    
or in the aggregate, a Material                                                 
Adverse Effect.                                                                 
2.7.    No Default.  Except as disclosed in the                                 
Company's filings with the SEC, the                                             
Company is not in default in the performance                                    
or observance of any material                                                   
obligation, agreement, covenant or condition                                    
contained in any indenture,                                                     
mortgage, deed of trust or other material                                       
agreement or instrument to which it is a                                        
party or by which it or its property may be                                     
bound and which is filed as an exhibit                                          
to the Company's 1934 Act reports, except for                                   
defaults that have not had and                                                  
would not reasonably be expected to have,                                       
individually or in the aggregate, a                                             
Material Adverse Effect.                                                        
2.8.    Subsequent Events; Undisclosed                                          
Liabilities.  Since September 30, 2000, the                                     
Company has not incurred any liability or                                       
obligation, contingent or otherwise, that                                       
taken as a whole, is material in the aggregate                                  
to the Company, except (i) in the                                               
ordinary course of business consistent with                                     
past practices, or (ii) as reflected in or                                      
reserved against in the balance sheet of the                                    
Company as of September 30, 2000.                                               
Since September 30, 2000, the Company has                                       
conducted its business in the                                                   
ordinary course of business consistent with                                     
past practices, and there has not been                                          
any Material Adverse Effect and there is no                                     
condition existing that could                                                   
reasonably be expected to result in a Material                                  
Adverse Effect on the business of                                               
the Company.                                                                    
2.9.    Consents and Approvals.  No material                                    
consent, approval, qualification, order or                                      
authorization of, or filing with, any local,                                    
state or federal governmental authority                                         
or any third party, including any approval                                      
under the Hart-Scott-Rodino Antitrust                                           
Improvements Act of 1976, as amended, is                                        
required on the part of the Company in                                          
connection with the Company's valid execution,                                  
delivery or performance of this                                                 
Agreement, or the offer, sale or issuance of                                    
the Shares by the Company, other                                                
than the filings that have been made prior to                                   
the Closing, except that any notices                                            
of sale required to be filed by the Company                                     
with the SEC under Regulation D of                                              
the 1933 Act and filings required by the rules                                  
of the Nasdaq National Market, or                                               
such post-closing filing as may be required                                     
under applicable state securities laws,                                         
which will be timely filed within the                                           
applicable periods therefor.                                                    
2.10.   Compliance with Laws and Court Orders.                                  
The Company is not in violation of any                                          
applicable law, rule, regulation, judgment,                                     
injunction, order or decree except for                                          
violations that have not had and would not                                      
reasonably be expected to have,                                                 
individually or in the aggregate, a Material                                    
Adverse Effect.                                                                 
2.11.   No Conflict.  The execution and delivery                                
of this Agreement and the Company's                                             
performance of its obligations under this                                       
Agreement will not (i) violate any                                              
applicable law, ordinance, rule or regulation                                   
of any governmental authority or (ii)                                           
conflict with or result in a breach of the                                      
terms and conditions of, or constitute any                                      
default under, the Company's Certificate of                                     
Incorporation or By-laws, or any                                                
contract, agreement or instrument to which the                                  
Company or any subsidiary is a                                                  
party or by which the Company or any                                            
Subsidiary or any of their respective                                           
property if bound, except, in any such case,                                    
for violations, conflicts or breaches                                           
which individually or in the aggregate would                                    
not have a Material Adverse Effect.                                             
2.12.   Insurance.  The Company has in full                                     
force and effect fire and casualty, general                                     
liability and product liability insurance                                       
policies, with extended coverage, in                                            
amounts customary for companies similarly                                       
situated to the Company.                                                        
2.13.   Environmental and Safety Laws.  The                                     
Company is not in violation of any                                              
applicable statute, law or regulation relating                                  
to the environment or occupational                                              
health and safety, except where such violation                                  
could not reasonably be expected                                                
to have a Material Adverse Effect, and to the                                   
best of its knowledge, no material                                              
expenditures are or will be required in order                                   
to comply with any such existing                                                
statute, law or regulation.                                                     
2.14.   Legal Proceedings, Etc.  There is no                                    
legal, administrative, arbitration or other                                     
action or proceeding or governmental                                            
investigations pending, or to the Company's                                     
knowledge threatened, against the Company                                       
which could reasonably be expected                                              
to result in the issuance of an order                                           
restraining, enjoining or otherwise                                             
prohibiting                                                                     
or making illegal the consummation of any of                                    
the transactions contemplated by                                                
this Agreement.                                                                 
3.      Representations and Warranties of                                       
Investor.  Investor hereby represents and                                       
warrants to                                                                     
the Company that:                                                               
3.1.    Organization and Existence.  Investor is                                
a corporation duly incorporated, validly                                        
existing and in good standing under the laws                                    
of Delaware and has all requisite                                               
corporate power and authority to carry on its                                   
business as now conducted.                                                      
3.2.    Corporate Authorization.  Investor has                                  
full corporate power and authority to                                           
execute and deliver this Agreement and perform                                  
its obligations hereunder.  The                                                 
execution, delivery and performance by                                          
Investor of this Agreement have been                                            
duly authorized by all requisite corporate                                      
action.  This Agreement, assuming due                                           
authorization, execution and delivery by the                                    
Company, constitutes the valid and                                              
legally binding obligation of Investor,                                         
enforceable against Investor in accordance                                      
with its terms, except as such enforcement may                                  
be limited by applicable laws                                                   
relating to creditors' rights or principles of                                  
equity affecting the availability of                                            
remedies.                                                                       
3.3.    Purchase Entirely for Own Account.                                      
Investor is sophisticated in transactions of                                    
this type and capable of evaluating the merits                                  
and risks of the transactions                                                   
described herein, and has the capacity to                                       
protect its own interests.  Investor has                                        
not been formed solely for the purpose of                                       
entering into the transactions described                                        
herein.  The Shares to be received by Investor                                  
will be acquired for investment for                                             
Investor's own account, not as a nominee or                                     
agent, and not with a view to the                                               
resale or distribution of any part thereof,                                     
and that Investor has no present intention                                      
of selling, granting any participation in, or                                   
otherwise distributing the same.  By                                            
executing this Agreement, Investor further                                      
represents that Investor does not have                                          
any contract, undertaking, agreement or                                         
arrangement with any person to sell,                                            
transfer or grant participation to such person                                  
or to any third person, with respect                                            
to any of the Shares.                                                           
3.4.    Restricted Securities.  Investor                                        
understands that the shares of Common Stock it                                  
is                                                                              
purchasing are characterized as "restricted                                     
securities" under the federal securities                                        
laws inasmuch as they are being acquired from                                   
the Company in a transaction not                                                
involving a public offering and that under                                      
such laws and applicable regulations                                            
such securities may be resold without                                           
registration under the 1933 Act only under                                      
certain limited circumstances.  In this                                         
connection Investor represents that it is                                       
familiar with SEC Rule 144, as presently in                                     
effect, and understands the resale                                              
limitations imposed thereby and by the 1933                                     
Act.                                                                            
Investor agrees that it shall not sell or                                       
otherwise transfer any of the Shares without                                    
registration under the 1933 Act, or pursuant                                    
to Rule 144 under the 1933 Act, or                                              
pursuant to an opinion of counsel reasonably                                    
satisfactory to the Company that an                                             
exemption from registration is available, and                                   
fully understands and agrees that it                                            
must bear the total economic risk of its                                        
purchase for an indefinite period of time                                       
because of the restricted nature of the                                         
Shares.  Investor understands that the                                          
Company is under no obligation to register the                                  
Shares on its behalf.  Investor                                                 
understands the lack of liquidity and                                           
restrictions on transfer of the Shares and                                      
that                                                                            
this investment is suitable only for a person                                   
or entity of adequate financial means                                           
that has no need for liquidity of this                                          
investment and that can afford a total loss of                                  
its investment.                                                                 
3.5.    Legends.  Investor acknowledges that the                                
certificates evidencing the Shares shall                                        
bear the following or substantially similar                                     
legend or such other legends as may be                                          
required by state or other applicable                                           
securities laws:                                                                
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE                                  
NOT                                                                             
BEEN REGISTERED UNDER THE SECURITIES ACT OF                                     
1933, AS                                                                        
AMENDED (THE "ACT"), OR THE SECURITIES ACT OF                                   
ANY                                                                             
STATE.  THE SHARES MAY NOT BE SOLD,                                             
TRANSFERRED FOR                                                                 
VALUE, PLEDGED, HYPOTHECATED OR OTHERWISE                                       
ENCUMBERED IN THE ABSENCE OF AN EFFECTIVE                                       
REGISTRATION OF THEM UNDER THE ACT AND/OR THE                                   
SECURITIES ACT OF ANY STATE OR IN THE ABSENCE                                   
OF AN                                                                           
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY                                    
THAT                                                                            
SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH                                    
ACT OR                                                                          
ACTS."                                                                          
3.6.    Removal of Legends                                                      
(a)     Any legend endorsed on a certificate                                    
pursuant to Section 3.5 shall be                                                
removed (i) if the shares of Common Stock                                       
represented by such certificate                                                 
shall have been resold under an effective                                       
registration statement under the                                                
1933 Act or otherwise lawfully sold in a                                        
public transaction, (ii) if such                                                
shares may be transferred in compliance with                                    
Rule 144 promulgated under                                                      
the 1933 Act, or (iii) if the holder of such                                    
shares shall have provided the                                                  
Company with an opinion of counsel, in form                                     
and substance acceptable to                                                     
the Company and its counsel, stating that a                                     
public sale, transfer or                                                        
assignment of such shares may be made without                                   
registration.                                                                   
(b)     Any legend endorsed on a certificate as                                 
required by state securities laws                                               
pursuant to Section 3.5 shall be removed if                                     
the Company receives an order                                                   
of the appropriate state authority authorizing                                  
such removal or if the holder                                                   
of such shares provides the Company with an                                     
opinion of counsel, in form                                                     
and substance acceptable to the Company and                                     
its counsel, stating that such                                                  
state legend may be removed.                                                    
3.7.    Accredited Investor.  Investor is an                                    
"accredited investor" (as defined in Rule                                       
501(a) under the 1933 Act) and has the                                          
financial ability to bear the economic risks                                    
of its investment, has adequate means for                                       
providing for its current needs and                                             
contingencies and has no need for liquidity                                     
with respect to its investment in the                                           
Company.                                                                        
3.8.    Consents and Approvals.  Except for                                     
Schedule 13D or 13G under the Securities                                        
Exchange Act of 1934, no material consent,                                      
approval, qualification, order or                                               
authorization of, or filing with, any local,                                    
state or federal governmental authority                                         
or any third party, including any approval                                      
under the Hart-Scott-Rodino Antitrust                                           
Improvements Act of 1976, as amended, is                                        
required on the part of the Investor in                                         
connection with the Investor's valid                                            
execution, delivery or performance of this                                      
Agreement.                                                                      
3.9.    Legal Proceedings, Etc.  There is no                                    
legal, administrative, arbitration or other                                     
action or proceeding or governmental                                            
investigations pending, or to the Investor's                                    
knowledge threatened against the Investor                                       
which could reasonably be expected to                                           
result in the issuance of an order                                              
restraining, enjoining or otherwise                                             
prohibiting or                                                                  
making illegal the consummation of any of the                                   
transactions contemplated by this                                               
Agreement.                                                                      
3.10.   Availability of Funds.  Investor has or                                 
will have available at Closing, sufficient                                      
funds to pay the Purchase Price for the                                         
Shares.                                                                         
3.11.   Ultimate Parent Entity.  Sanofi-                                        
Synthelabo, a sociStS anonyme, organized under                                  
the laws of France, is the ultimate parent                                      
entity (as defined in 16 C.F.R. Section                                         
801.1(a)(3) and (b)) of Investor and Sanofi-                                    
Synthelabo (sociStS anonyme),                                                   
together with all entities it controls (as                                      
defined in 16 C.F.R. Section 801.1(b)),                                         
does not presently hold any voting securities                                   
of the Company.                                                                 
4.      Covenant relating to Rule 144.  The                                     
Company will file reports in compliance with                                    
the                                                                             
1934 Act, will comply with all rules and                                        
regulations of the Commission applicable in                                     
connection with the use of Rule 144 and take                                    
such other actions and furnish the Investor                                     
with such other information as the Investor                                     
may request in order to avail itself of such                                    
rule or any other rule or regulation of the                                     
Commission allowing Investor to sell any                                        
Company Shares without registration, and will,                                  
at its own expense, upon the request of                                         
the Investor, deliver to the Investor a                                         
certificate, signed by the Company's principal                                  
financial officer, stating (a) the Company's                                    
name, address and telephone number                                              
(including area code), (b) the Company's                                        
Internal Revenue Service identification                                         
number,                                                                         
(c) the Company's Commission file number, (d)                                   
the number of shares of each class of                                           
stock outstanding as shown by the most recent                                   
report or statement published by the                                            
Company, and (e) whether the Company has filed                                  
the reports required to be filed under                                          
the 1934 Act for a period of at least ninety                                    
(90) days prior to the date of such                                             
certificate                                                                     
and in addition has filed the most recent                                       
annual report required to be filed thereunder.                                  
If                                                                              
at any time the Company is not required to                                      
file reports in compliance with either Section                                  
13 or Section 15(d) of the 1934 Act, the                                        
Company at its expense will, upon the written                                   
request of the Investor, make available                                         
adequate current public information with                                        
respect                                                                         
to the Company within the meaning of paragraph                                  
(c)(2) of Rule 144.                                                             
5.      Lock-Up.  Notwithstanding anything to                                   
the contrary contained in this Agreement,                                       
Investor shall not sell, contract to sell,                                      
grant any option to purchase, transfer the                                      
economic risk of ownership in, make any short                                   
sale of, pledge or otherwise transfer or                                        
dispose of (collectively, "Sell") any Shares                                    
for a period of one (1) year after the Closing                                  
Date.  Further, Investor agrees that during                                     
any three-month period following the first                                      
anniversary of the Closing Date and prior to                                    
the second anniversary of the Closing Date,                                     
it will only Sell up to an aggregate of                                         
twenty-five percent (25%) of the Shares;                                        
provided,                                                                       
however, that Investor agrees that it will                                      
notify the Company prior to taking any action                                   
to                                                                              
Sell and in any event will not Sell, within                                     
one (1) trading day, in one or a series of                                      
related                                                                         
transactions,  Shares constituting more than                                    
twenty percent (20%) of the average daily                                       
trading volume of the Common Stock over the                                     
twenty (20) trading days immediately                                            
preceding such trading day.  Investor further                                   
agrees, in the event of a public offering by                                    
the Company of Common Stock on a Registration                                   
Statement on Form S-1, S-2, S-3 or                                              
S-4, not to Sell Shares for a period of ninety                                  
(90) days from the date Investor receives                                       
notice from the Company that the Company has                                    
filed or intends to file within thirty (30)                                     
days a registration statement with respect to                                   
the Company's Common Stock with the                                             
United States Securities and Exchange                                           
Commission.  The above limitation shall not                                     
apply                                                                           
with respect to more than two (2) public                                        
offerings of Common Stock by the Company.                                       
6.      Conditions to Closing.                                                  
6.1.    Conditions of Investor to Closing;                                      
Deliveries to Investor.  The obligations of                                     
Investor to consummate the transactions                                         
contemplated by this Agreement are                                              
subject to the satisfaction, at or prior to                                     
the Closing, of each of the following                                           
conditions:                                                                     
(a)     A certificate from a duly authorized                                    
officer of the Company certifying that                                          
the representations and warranties of the                                       
Company set forth in this                                                       
Agreement shall be true and correct as of the                                   
Closing Date as if made on                                                      
and as of the Closing Date.                                                     
(b)     The Collaboration Agreement shall have                                  
concurrently closed.                                                            
(c)     Investor shall have received the                                        
following documents or deliveries at or                                         
before the Closing, each of which shall be in                                   
full force and effect:                                                          
(i)     evidence of the delivery of the letter                                  
to the Company's transfer                                                       
agent pursuant to Section 1.2 above; and                                        
(ii)    a certificate signed by the chief                                       
executive officer and the corporate                                             
secretary of the Company certifying (x) to                                      
resolutions duly and validly adopted by                                         
the Board of Directors of the Company                                           
evidencing and its authorization of the                                         
execution and delivery of this Agreement and                                    
the issuance of the Shares to                                                   
Investor, and the consummation of the                                           
transactions contemplated hereby and that                                       
such resolutions have not been amended and                                      
remain in full force and effect, and                                            
(y) to the names and signatures of the persons                                  
authorized on behalf of the                                                     
Company to execute and deliver this Agreement.                                  
6.2.    Conditions of the Company to Closing;                                   
Deliveries to the Company.  The                                                 
obligations of the Company to consummate the                                    
transactions contemplated by this                                               
Agreement are subject to the satisfaction, at                                   
or prior to the Closing, of each of the                                         
following conditions:                                                           
(a)     A certificate from a duly authorized                                    
officer of Investor certifying that the                                         
representations and warranties of Investor set                                  
forth in this Agreement shall                                                   
be true and correct as of the Closing Date as                                   
if made on and as of the                                                        
Closing Date.                                                                   
(b)     The Collaboration Agreement shall have                                  
concurrently closed.                                                            
(c)     The Company shall have received the                                     
following documents or deliveries at                                            
or before the Closing, each of which shall be                                   
in full force and effect:                                                       
(i)     a certificate signed by the chief                                       
executive officer and the corporate                                             
secretary of Investor certifying (x) to                                         
resolutions duly and validly adopted by the                                     
Board of Directors of Investor evidencing and                                   
its authorization of the execution                                              
and delivery of this Agreement and the                                          
consummation of the transactions                                                
contemplated hereby and that such resolutions                                   
have not been amended and remain                                                
in full force and effect, and (y) to the names                                  
and signatures of the persons                                                   
authorized on behalf of Investor to execute                                     
and deliver this Agreement; and                                                 
(ii)    the consideration payable by Investor at                                
Closing as provided in                                                          
Section 1.3 in immediately available funds.                                     
7.      Termination.                                                            
7.1.    Termination.  This Agreement may be                                     
terminated prior to the Closing:                                                
(a)     By mutual written consent of the Company                                
and Investor.                                                                   
(b)     In the event that the Collaboration                                     
Agreement shall not have concurrently                                           
closed.                                                                         
7.2.    Effect of Termination. In the event of                                  
the termination of this Agreement as                                            
provided in Section 7.1, this Agreement shall                                   
be of no further force or effect;                                               
provided, however that the termination of this                                  
Agreement shall not relieve any                                                 
party from any liability for any willful and                                    
knowing breach of this Agreement.                                               
8.      Miscellaneous.                                                          
8.1.    Successors and Assigns.  This Agreement                                 
may not be assigned without the prior                                           
written consent of the non-assigning party;                                     
provided, however, that without prior                                           
written approval, Investor may assign any and                                   
all of its rights and interest under                                            
this Agreement to one or more of its                                            
Affiliates and designate one or more of its                                     
Affiliates to perform its obligations under                                     
this Agreement; provided such Affiliate                                         
expressly acknowledges and confirms the                                         
representations, warranties and                                                 
information set forth in Sections 3.4, 3.5 and                                  
3.7 of this Agreement.  Any                                                     
purported assignment in violation of this                                       
provision shall be null and void.  The                                          
terms and conditions of this Agreement shall                                    
inure to the benefit of and be                                                  
binding upon the respective permitted                                           
successors and assigns of the parties.                                          
Nothing in this Agreement, express or implied,                                  
is intended to confer upon any                                                  
party other than the parties hereto or their                                    
respective successors and assigns any                                           
rights, remedies, obligations, or liabilities                                   
under or by reason of this Agreement,                                           
except as expressly provided in this                                            
Agreement.                                                                      
8.2.    Third Party Purchaser.  A third-party                                   
purchaser of the Shares from Investor will                                      
not be subject to any of the terms of this                                      
Agreement other than those imposed by                                           
the federal and state securities laws.                                          
8.3.    Governing Law.  This Agreement shall be                                 
governed by and construed under the                                             
laws of the State of New York (irrespective of                                  
its choice of law principles).                                                  
8.4.    Counterparts.  This Agreement may be                                    
executed in two or more counterparts,                                           
each of which shall be deemed an original, but                                  
all of which together shall                                                     
constitute one and the same instrument.                                         
8.5.    Titles and Subtitles.  The titles and                                   
subtitles used in this Agreement are used for                                   
convenience only and are not to be considered                                   
in construing or interpreting this                                              
Agreement.                                                                      
8.6.    Notices.  All notices, requests and                                     
other communications to any party hereunder                                     
shall be in writing (including facsimile                                        
transmission) and shall be deemed to have                                       
been given if delivered personally, mailed by                                   
certified mail (return receipt                                                  
requested) or sent by cable, telegram,                                          
telecopier or recognized overnight delivery                                     
service to the parties at the following                                         
addresses or at such other addresses as                                         
specified by the parties by like notice:                                        
If to the Company:                                                              
Atrix Laboratories, Inc.                                                        
2579 Midpoint Drive                                                             
Fort Collins, Colorado 80525                                                    
Attn:  Dr. Charles P. Cox, Vice President of                                    
New Business Development                                        
Fax:  (970) 482-9765                                                            
Phone:  (970) 482-5868                                                          

With a copy to:                                                                 

Morrison & Foerster LLP                                                         
370 17th Street, Suite 5200                                                     
Denver, Colorado 80202                                                          
Attn:  Warren L. Troupe, Esq.                                                   
Fax:  (303) 592-1510                                                            
Phone:  (303) 592-1500                                                          

If to Investor:                                                                 

Sanofi-Synthelabo Inc.                                                          
90 Park Avenue                                                                  
New York, NY 10016                                                              
Attn:  Gregory Irace                                                            
Vice President and Chief Financial Officer                                      
Telephone: (212) 551-4000                                                       
Facsimile:  (212) 551-4905                                                      

With a copy to:                                                                 

Sanofi-Synthelabo Inc.                                                          
90 Park Avenue                                                                  
New York, New York 10016                                                        
Attn:  General Counsel                                                          
Telephone:  (212) 551-4306                                                      
Facsimile:  (212) 551-4919                                                      
Notice so given shall be deemed given and                                       
received (i) if by mail on the fourth                                           
calendar day after posting; (ii) by cable,                                      
telegram, telecopier, telex of personal                                         
delivery on the date of actual transmission or                                  
(as the case may be) personal or                                                
other delivery; and (iii) if by overnight                                       
courier, on the next business day following                                     
the day such notice is delivered to the                                         
courier service.                                                                
8.7.    Finders Fee.  Each party represents that                                
it neither is nor will be obligated for any                                     
finders' fee or commission in connection with                                   
this transaction.  Investor agrees to                                           
indemnify and hold harmless the Company from                                    
any liability for any commission                                                
or compensation in the nature of a finders'                                     
fee (and costs and expenses of                                                  
defending against such liability or asserted                                    
liability) for which Investor or any of                                         
its officers, partners, employees or                                            
representatives is responsible.  The Company                                    
agrees to indemnify and hold harmless Investor                                  
from any liability for any                                                      
commission or compensation in the nature of a                                   
finders' fee (and the costs and                                                 
expenses of defending against such liability                                    
or asserted liability) for which the                                            
Company or any of its officers, employees or                                    
representatives is responsible.                                                 
8.8.    Expenses.  The Company and the Investor                                 
shall pay their respective costs and                                            
expenses incurred with respect to the                                           
negotiation, execution, delivery and                                            
performance of this Agreement.                                                  
8.9.    Amendments and Waivers.  Any term of                                    
this Agreement may be amended and the                                           
observance of any term of this Agreement may                                    
be waived (either generally or in a                                             
particular instance and either retroactively                                    
or prospectively), only with the written                                        
consent of the Company and the Investor.  Any                                   
amendment or waiver effected in                                                 
accordance with this paragraph shall be                                         
binding on the Investor and the Company.                                        
8.10.   Severability.  If one or more provisions                                
of this Agreement are held to be                                                
unenforceable under applicable law, such                                        
provision shall be excluded from this                                           
Agreement and the balance of this Agreement                                     
shall be interpreted as if such                                                 
provision were so excluded and shall be                                         
enforceable in accordance with its terms.                                       
8.11.   Entire Agreement.  This Agreement                                       
constitutes the entire agreement between the                                    
parties with respect to the subject matter                                      
hereof and supersedes all prior                                                 
agreements and understandings, both oral and                                    
written, between the parties with                                               
respect to the subject matter hereof.  No                                       
representation, inducement, promise,                                            
understanding, condition or warranty not set                                    
forth herein has been made or relied                                            
upon by either party intended to confer upon                                    
any person other than the parties                                               
hereto any rights or remedies hereunder.                                        
8.12.   Other Agreements.  The Company will not                                 
enter into any other agreement with                                             
respect to its securities which violates the                                    
rights granted to the Investor in this                                          
Agreement.                                                                      
IN WITNESS WHEREOF, the parties have executed                                   
this Agreement as of the date first                                             
above written.                                                                  

ATRIX LABORATORIES, INC.                                                        
a Delaware corporation                                                          
By:             /s/                                                             
Title:  David R. Bethune, Chairman and                                          
Chief Executive Officer                                         

SANOFI-SYNTHELABO INC.                                                          
a Delaware corporation                                                          

By:             /s/                                                             
Name:     John M. Spinnato                                                      
Title:    Sr. VP and General Counsel                                            

SANOFI-SYNTHELABO INC.                                                          
a Delaware corporation                                                          

By:             /s/                                                             
Name:     Richard H. Thomson                                                    
Title:    Vice President and Treasurer                                          

EXHIBIT A                                                                       
Letterhead of Atrix Laboratories, Inc.                                          

December __, 2000                                                               

American Stock Transfer & Trust Company                                         
Transfer Agent and Registrar                                                    
6201 15th Avenue                                                                
Brooklyn, NY 11219                                                              

Attention:  ______________________                                              

Re:     Atrix Laboratories, Inc. -              
Share Issuance Instructions                                                     

Ladies and Gentlemen:                                                           

Atrix Laboratories, Inc., a Delaware                                            
corporation (the "Company"), proposes to                                        
issue ________________ (__________) shares of                                   
its common stock,  par value $.001 per share                                    
(the "Common Stock") pursuant to a Stock                                        
Purchase Agreement between the Company and                                      
Sanofi-Synthelabo Inc.  The shares to be                                        
issued have been duly authorized, and when                                      
issued will                                                                     
be validly outstanding, fully paid and non-                                     
assessable.                                                                     
1.      You are hereby irrevocably authorized                                   
and directed, as the Company's                                                  
Transfer Agent and Registrar, to register and                                   
countersign, as an original issue, one                                          
certificate                                                                     
representing an aggregate of _________ shares                                   
of the Common Stock in the name of Sanofi-                                      
Synthelabo Inc.                                                                 
2.      You are further directed to deliver the                                 
above referenced share certificate to                                           
the following address, by registered mail:                                      
Sanofi-Synthelabo Inc.                                                          
90 Park Avenue                                                                  
New York, NY 10016                                                              
Attn:  Gregory Irace                                                            
Vice President and Chief Financial Officer                                      
3.  The above-referenced certificate shall                                      
bear the following legend:                                                      
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE                                  
NOT BEEN                                                                        
REGISTERED UNDER THE SECURITIES ACT OF 1933,                                    
AS AMENDED (THE "ACT"), OR                                                      
THE SECURITIES ACT OF ANY STATE.  THE SHARES                                    
MAY NOT BE SOLD,                                                                
TRANSFERRED FOR VALUE, PLEDGED, HYPOTHECATED                                    
OR OTHERWISE                                                                    
ENCUMBERED IN THE ABSENCE OF AN EFFECTIVE                                       
REGISTRATION OF THEM                                                            
UNDER THE ACT AND/OR THE SECURITIES ACT OF ANY                                  
STATE OR IN THE                                                                 
ABSENCE OF AN OPINION OF COUNSEL ACCEPTABLE TO                                  
THE COMPANY THAT                                                                
SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH                                    
ACT OR ACTS."                                                                   

Please acknowledge receipt of these                                             
instructions below.                                                             
                    Very
truly yours,                                                                    

                   By:

                     Name:
David R. Bethune                                                
Title:  Chairman and Chief Executive                                            
Officer                                                                         

American Stock Transfer & Trust Company                                         
as Transfer Agent and Registrar                                                 

By:                                                                             
Name:                                                                           
Title:                                                                          

13                                                                              

A-2                                                                             

10                                                                              
dn-65208                                                                        

Dates Referenced Herein

This ‘SC 13D’ Filing		Date		Other Filings
Filed on:		1/8/01		None on these Dates
		12/29/00
		9/30/00
		6/30/00
		3/31/00
		12/31/99
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