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Title: |
Finders Agreement |
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Entities: |
RepliGen Corp.; Paramount Capital, Inc. |
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Date: |
2000 |
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Size: |
Preview shows 3KB of 23KB total |
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Price: |
$44 |
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ID: |
#116315 |
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March 2, 2000
Walter C. Herlihy, Ph.D.
Chief Executive Officer
Repligen Corporation
117 Fourth Avenue
Needham, MA 02494
FINDERS AGREEMENT
Dear Sirs:
Reference is made to our recent discussions relating to a proposed
private placement under Rule 506 of Regulation D of the Securities Act of 1933,
as amended (the "Act") of securities of Repligen Corp. (the "Company") as
hereinafter described. Based upon our discussions and representations which you
have made to us describing the Company and its principals, the present and
proposed business activities of the Company and the Company's operations and
financial condition, Paramount Capital, Inc. ("Paramount") hereby confirms in
principle its interest in acting as a finder for the Company, on a "best
efforts" basis, in connection with the private placement offering of the
Company's shares of Common Stock (the "Offering"), upon the following basic
terms and conditions:
1. Paramount will introduce the Company to "accredited investors" as
defined in Rule 501 of Regulation D promulgated under the Act for the purchase
of up to 2,650,000 shares of common stock, par value $.01 per share (the "Common
Stock"). Each share of Common Stock will be sold at a price per share price (the
"Per Share Price") equal to eighty five percent (85%) of the average closing bid
price of the Common Stock for the fifteen (15) trading days immediately
preceding the Closing Date (as defined in paragraph 2 below) of the Offering;
provided, however, that in no event will the Per Share Price be greater than
$8.625. Further, subject to the Break-up Fee (as defined in paragraph 20 below)
the Company shall not be required to sell the Common Stock at a Price Per Share
less than $6.00. For purposes hereof, "closing bid price" shall mean, for each
trading day, the price at which the Common Stock was last exchanged on the
Nasdaq National Market during such trading day, or, if there were no
transactions on such trading day, the average of the reported closing bid and
asked prices, regular way, of the Common Stock on such trading day. "Trading
day" shall mean a day on which the relevant Nasdaq National Market is open for
the transaction of business.
2. The closing date of the Offering will occur no later than sixty (60)
days following the execution of this Agreement, subject to extension at the
option of the Company for an additional thirty (30) days (the date of any such
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