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Phage Therapeutics International Inc – ‘10SB12G/A’ on 12/5/01 – EX-10.15

On:  Wednesday, 12/5/01   ·   Accession #:  912057-1-542027   ·   File #:  0-31961

Previous ‘10SB12G’:  ‘10SB12G/A’ on 6/6/01   ·   Latest ‘10SB12G’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/05/01  Phage Therapeutics Int’l Inc      10SB12G/A             24:1.4M                                   Merrill Corp/FA

Amendment to Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G/A   Amendment to Registration of Securities of a        HTML    725K 
                          Small-Business Issuer                                  
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     19K 
 3: EX-10.1     Material Contract                                   HTML     34K 
11: EX-10.10    Material Contract                                   HTML     79K 
12: EX-10.11    Material Contract                                   HTML     78K 
13: EX-10.12    Material Contract                                   HTML     53K 
14: EX-10.13    Material Contract                                   HTML     79K 
15: EX-10.14    Material Contract                                   HTML     22K 
16: EX-10.15    Material Contract                                   HTML     25K 
 4: EX-10.2     Material Contract                                   HTML     30K 
17: EX-10.22    Material Contract                                   HTML     38K 
18: EX-10.23    Material Contract                                   HTML     43K 
19: EX-10.24    Material Contract                                   HTML     43K 
20: EX-10.28    Material Contract                                   HTML     44K 
21: EX-10.29    Material Contract                                   HTML     64K 
 5: EX-10.3     Material Contract                                   HTML     42K 
22: EX-10.30    Material Contract                                   HTML     18K 
23: EX-10.33    Material Contract                                   HTML     46K 
 6: EX-10.4     Material Contract                                   HTML     80K 
 7: EX-10.5     Material Contract                                   HTML     22K 
 8: EX-10.6     Material Contract                                   HTML     18K 
 9: EX-10.8     Material Contract                                   HTML     19K 
10: EX-10.9     Material Contract                                   HTML     23K 
24: EX-21       Subsidiaries of the Registrant                      HTML      9K 


EX-10.15   —   Material Contract
Exhibit Table of Contents

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11st Page   -   Filing Submission
"Stock Purchase Agreement
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Exhibit 10.15


STOCK PURCHASE AGREEMENT

    This Stock Purchase Agreement ("Agreement") is dated as of May 1, 2001 between Phage Therapeutics International, Inc., a Florida corporation ("Phage International");            ("Vendor"); and            ("Purchaser").

RECITALS

    A.  Pursuant to a Purchase Agreement dated April 20, 1999 (the "Purchase Agreement"), Vendor agreed to sell to Phage International all of Vendor's shares of Phage Therapeutics, Inc., a Washington corporation ("Phage"), in exchange for            newly-issued shares (the "Phage International Shares") of Phage International (the "Initial Transaction").

    B.  Vendor delivered the executed Purchase Agreement, but not all of the other documents necessary to close the Initial Transaction, to Phage International in August, 1999. As a result, Phage International did not issue to Vendor a certificate representing the Phage International Shares.

    C.  Purchaser desires to purchase the Phage International Shares from Vendor. The parties desire to enter into this Agreement to set forth certain agreements with respect to these transactions.

AGREEMENTS

    In exchange for the mutual promises and covenants contained in this Agreement, the panties agree as follows:

    1.  Initial Transaction.  The parties believe that Vendor delivered the Purchase Agreement to Phage International by August 31, 1999. Certain of the closing documents specified in Article 8.1(a) of the Purchase Agreement were not initially delivered to Phage International with that document, however, and accordingly the certificates representing the Phage International Shares were not previously issued by Phage International. Subject to delivery of all documents necessary to conclude the transactions contemplated by this Agreement, Vendor and Phage International agree to adopt August 31, 1999 as the date of Vendor's acquisition of the shares.

    2.  Purchase by Purchaser.  Vendor hereby sells to Purchaser, and Purchaser purchases from Vendor, all of Vendor's right, title and interest in and to the Phage International Shares, for a price of $1.00 per share, for a total purchase price of $150,000. Purchaser shall pay the purchase price to Vendor as follows: (i) promptly upon the execution and delivery of this Agreement by all parties, Purchaser shall pay Vendor an amount equal to 10% of the total purchase price; and (ii) Purchaser shall pay the balance of the purchase price when (a) Vendor has delivered to Phage International all documents Stock Purchase Agreement page required by the Purchase Agreement and any stock certificates, stock powers, incumbency certificates, and other documents required by Phage International or its transfer agent in order to conclude the transactions contemplated by this Agreement and (b) the transfer agent has confirmed that it is prepared to issue a certificate representing the Phage International Shares to Purchaser. In lieu of the issuance of a certificate representing the Phage International Shares to Vendor, and the subsequent assignment of that certificate to Purchaser, Vendor and Purchaser instruct Phage International to issue a certificate representing the Phage International Shares directly to Purchaser.

    3.  Representations and Warranties of Vendor.  Vendor represents and warrants to Phage International and Purchaser as follows:

1


    4.  Representations and Warranties of Purchaser.  Purchaser represents and warrants to Phage International and Vendor as follows:

2


    5.  Stock Certificates and Restrictive Legend.  When the conditions to full payment of the purchase price described in Section 2 have been satisfied, Phage International shall deliver a stock certificate representing the Phage International Shares to Purchaser. Purchaser consents to the placement of a restrictive legend on the certificate representing the Phage International Shares in the following form:

    6.  Mutual Release of Claims.  Except for obligations set forth in this Agreement, Phage International and Vendor each release and forever discharge the other and the other's officers, directors, shareholders, employees, representatives, and agents from any and all causes of action, claims, damages, liabilities, and demands of any nature whatsoever relating to or arising out of the Initial Transaction, Vendor's purchase and Phage International's issuance of the Phage International Shares, and the delay in the originally-anticipated closing of the Initial Transaction.

    7.  Miscellaneous.  

3


    PHAGE THERAPEUTICS INTERNATIONAL, INC.

 

 

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STOCK PURCHASE AGREEMENT

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10SB12G/A’ Filing    Date    Other Filings
Filed on:12/5/01
5/1/01
12/7/0010SB12G/A
8/31/99
4/20/99
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Filing Submission 0000912057-01-542027   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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