As filed with the Securities and Exchange Commission on June 4, 1997
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________
MEDIMMUNE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 35 West Watkins Mill Road 55-1555759
(State or other Gaithersburg, Maryland 20878 (I.R.S. Employer
jurisdiction of (Address of Principal Identification
incorporation or Executive Offices) (Zip No.)
organization) Code)
1993 Non-Employee Directors
Stock Option Plan
(Full Title of the Plan)
Wayne T. Hockmeyer, Ph.D.
Chairman and Chief Executive Officer
MedImmune, Inc.
35 West Watkins Mill Road
Gaithersburg, Maryland 20878
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(301) 417-0770
___________________________________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to be maximum maximum Amount of
securities to be registered offering aggregate registration
registered price per offering fee
share(1) price(1)
- -------------- ------------ ---------- ----------- ------------
Common Stock 250,000 $14.875 $3,718,750 $1,126.89
par value $.01 shares
per share
(1) Pursuant to Rule 457(h), these prices are estimated solely for the
purpose of calculating the registration fee and are based upon the average
of the high and low sales prices of Registrant's common stock on the Nasdaq
Stock Market's National Market on May 28, 1997.
There are also registered hereunder such additional indeterminate number
of shares as may be issued as a result of the antidilution provisions of
the 1993 Non-Employee Directors Stock Option Plan.
PART I
Item 1. PLAN INFORMATION.
Not included pursuant to Form S-8 instructions.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not included pursuant to Form S-8 instructions.
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this registration
statement the following documents and information heretofore filed by
MedImmune, Inc. (the "Company") under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") with the Securities and Exchange Commission
(the "Commission"):
(1) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
(2) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997, and the Company's Reports on Form 8-K dated
January 8, February 3 and 6, March 10 and 20, April 8, 14, 15 and
28 and May 6, 13 and 19, 1997; and
(3) the description of the common stock of the Company which is
contained in the Company's registration statement on Form 8-A
filed with the Commission on April 5, 1991 pursuant to Section 12
of the Exchange Act, including any amendments or reports filed
for the purpose of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after
the date of this registration statement and prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of the filing of such reports and
other documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL") empowers a corporation to indemnify any
person who was or is a party or who is threatened to be made a party to any
<PAGE> 2
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of
Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith; that indemnification provided for by Section 145 shall not be
deemed exclusive of any other rights to which the indemnified party may be
entitled; that indemnification provided for by Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to
the benefit of such person's heirs, executors and administrators; and that
the corporation is empowered to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
corporation against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify him against such
liability under Section 145.
The Company also provides liability insurance for its directors and
officers which provides for coverage against loss from claims made against
directors and officers in their capacity as such, including liabilities
under the Securities Act of 1933, as amended.
<PAGE> 3
Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section
174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. Article EIGHTH of the Company's
Restated Certificate of Incorporation limits the liability of directors to
the fullest extent permitted by Section 102(b)(7).
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Exhibit
Number Description
------- ------------
4.1 Restated Certificate of Incorporation of the
Company, as amended
4.2 By-Laws of the Company, as amended
4.3 1993 Non-Employee Directors Stock Option Plan
5.1 Opinion and Consent of Dewey Ballantine with
respect to the legality of the securities being registered
23.1 Consent of Dewey Ballantine (contained in their
opinion filed herewith as Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney executed by certain officers and
directors of the Company
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
<PAGE> 4
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Gaithersburg, State of Maryland,
on May 16, 1997.
Medimmune, Inc.
By: /s/ Wayne T. Hockmeyer, Ph.D.
Name: Wayne T. Hockmeyer, Ph.D.
Title: Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Wayne T. Hockmeyer and David M.
Mott, and each of them severally, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
either of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Chairman, Chief Executive May 16, 1997
/s/ Wayne T. Hockmeyer, Ph.D. Officer (Principal
Wayne T. Hockmeyer, Ph.D. Executive Officer)
/s/ David M. Mott President and Chief May 16, 1997
David M. Mott Operating Officer
(Principal Accounting and
Financial Officer)
/s/ M. James Barrett Director May 16, 1997
M. James Barrett
<PAGE> 6
/s/ James H. Cavanaugh Director May 16, 1997
James H. Cavanaugh
/s/ Lawrence C. Hoff Director May 16, 1997
Lawrence C. Hoff
/s/ Gordon S. Macklin Director May 16, 1997
Gordon S. Macklin
/s/ Franklin H. Top, Jr. Director May 16, 1997
Franklin H. Top, Jr.
/s/ Barbara Hackman Franklin Director May 16, 1997
Barbara Hackman Franklin
<PAGE> 7
EXHIBITS
The following documents are filed as Exhibits hereto:
Sequential Page
Exhibit No. or
Number Description Incorporated by
Reference to:
4.1 Restated Certificate of Incorporation of Page 10
the Company, as amended
4.2 By-Laws of the Company, as amended Exhibit 3.2 to the
Company's Form S-1
Registration
Statement No. 33-
39579 dated
March 22, 1991
4.3 1993 Non-Employee Directors Stock Option Page 22
Plan
5.1 Opinion and Consent of Dewey Ballantine Page 34
with respect to the legality of the
securities being registered
23.1 Consent of Dewey Ballantine (contained in --
their opinion filed herewith as Exhibit
5.1)
23.2 Consent of Coopers & Lybrand L.L.P. Page 36
24.1 Power of Attorney of directors and --
certain officers of the Company (included
in Signature Page)
<PAGE> 8
MEDIMMUNE, INC.
_________________
EXHIBITS
for
REGISTRATION STATEMENT
ON
FORM S-8
_________________
1993 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
<PAGE> 9
Exhibit 4.1
Restated Certificate of
Incorporation of the
Company, as amended
<PAGE> 10
RESTATED CERTIFICATE OF INCORPORATION
OF
MEDIMMUNE, INC.
MedImmune, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:
A. The name of the Corporation is MedImmune, Inc. The
Corporation was originally incorporated under the name Molecular Vaccines,
Inc., and the original Certificate of Incorporation of the corporation was
filed with the Secretary of State of the State of Delaware on June 29,
1987. The Corporation previously filed Restated Certificates of
Incorporation on May 24, 1988, on December 12, 1990, and on April 19, 1991,
and Certificates of Amendment to the Restated Certificate of Incorporation
on October 2, 1989, January 12, 1990, August 31, 1990, September 17, 1990
and October 2, 1990.
B. Having been duly adopted pursuant to Sections 242 and 245 of
the General Corporation Law of the State of Delaware, this Restated
Certificate of Incorporation restates and amends the provisions of the
Restated Certificate of Incorporation of the Corporation, as heretofore
restated and amended.
C. The text of the Restated Certificate of Incorporation of the
Corporation as heretofore amended is hereby restated and further amended to
read in its entirety as follows:
FIRST: The name of the corporation is MedImmune, Inc. (herein
called the "Corporation").
SECOND: The address of the registered office of the Corporation
in the State of Delaware is Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801, County of New Castle. The name of the
registered agent of the Corporation at such address is The Corporation
Trust Company.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.
<PAGE> 11
FOURTH: The total number of shares of all classes of stock which
the Corporation shall have authority to issue is 35,524,525, consisting of
5,524,525 shares of Preferred Stock, par value $.01 per share (the
"Preferred Stock"), and 30,000,000 shares of Common Stock, par value $.01
per share (the "Common Stock"). The Preferred Stock shall consist of one
or more series of Preferred Stock, including the Series A Convertible
Preferred Stock which shall have the powers, terms, conditions,
designations, preferences and privileges, relative, participating, optional
and other special rights, and qualifications, limitations and restrictions,
if any, set forth as provided for herein.
PART A. SERIES A CONVERTIBLE PREFERRED STOCK
A.1 Designation and Amount. The designation of this series and class
of capital stock shall be "Series A Convertible Preferred Stock," par value
$.01 per share (the "Series A Preferred Stock"). The number of shares,
powers, terms, conditions, designations, preferences and privileges,
relative, participating, optional and other special rights, and
qualifications, limitations and restrictions, if any, of the Series A
Preferred Stock shall be as set forth in this Part A. The number of
authorized shares of Series A Preferred Stock (the "Series A Shares") is
2,524,525.
A.2 Ranking. The Series A Preferred Stock shall rank, upon
Liquidation (as defined in Section A.4(a) hereof), senior and prior to the
Common Stock and to all other classes or series of stock ranking on
Liquidation junior to such Series A Shares.
A.3 Dividend Provisions. The holders of Series A Preferred Stock
shall be entitled to receive, when and as declared by the Board of
Directors of the Corporation, out of funds legally available for that
purpose, dividends and distributions (whether in cash, property or
securities of the Corporation, including subscription or other rights to
acquire securities of the Corporation). Whenever any dividend may be
declared or paid on any shares of Series A Preferred Stock, the Board of
Directors shall also declare and pay a dividend on the same terms, at the
same rate and in like kind upon each other share of the Series A Preferred
Stock then outstanding, so that all Series A Shares will participate
equally with each other, pro rata per share.
<PAGE> 12
A.4 Liquidation Rights.
A.4(a) With respect to rights on liquidation, dissolution or
winding-up of the affairs of the Corporation (each a "Liquidation"), the
Series A Shares shall rank prior to the Common Stock and any other class or
series of stock ranking on Liquidation junior to such Series A Shares.
A.4(b) In the event of any Liquidation, the holders of Series
A Shares then outstanding (the "Series A Stockholders") shall be entitled
to receive out of the assets of the Corporation legally available for
distribution to its stockholders, whether from capital, surplus or
earnings, before any payment shall be made to the holders of Common Stock
and any other class or series of stock ranking in Liquidation junior to
such Series A Shares, an amount per share equal to $.01 for such share
(subject to Proportional Adjustment as defined in Section A.7 hereof),
plus, in each case, an amount equal to any declared but unpaid dividends
thereon.
A.4(c) If, upon any Liquidation, the assets of the Corporation
available for distribution to its stockholders shall be insufficient to pay
the Series A Stockholders the full amounts to which they shall be entitled,
the Series A Stockholders shall share ratably in any distribution of assets
which would be payable to them in respect of the shares held by them upon
such distribution if all amounts payable on or with respect to such shares
were paid in full.
A.4(d) In the event of any Liquidation, after payments shall
have been made to the Series A Stockholders of the full amount to which
they shall be entitled as aforesaid, the holders of outstanding shares of
Common Stock (the "Common Stockholders") and the holders of outstanding
shares of any other class or series of stock ranking on Liquidation junior
to the Series A Shares shall be entitled to share in all remaining assets
of the Corporation available for distribution to its stockholders on a pro
rata per share basis.
A.5 Voting. In addition to any other rights provided for herein or
by law, the Series A Stockholders shall be entitled to vote, together with
the Common Stockholders as one class, on all matters as to which Common
Stockholders shall be entitled to vote, in the same manner and with the
same effect as such Common Stockholders. In any such vote, each Series A
Share shall entitle the holder thereof to one vote per share which voting
rights shall not be cumulative. In any election of directors, no Series A
Stockholder shall be entitled to cumulate his or her other votes by giving
one candidate more than one vote per share.
<PAGE> 13
A.6 Conversion.
A.6(a)(i) Any Series A Stockholder shall have the right, at
any time or from time to time, to convert all, but not less than all, of
its Series A Shares into one fully paid and nonassessable share of Common
Stock (as constituted on the date hereof) for each Series A Share (as
constituted on the date hereof) so converted.
A.6(a)(ii) Any Series A Stockholder who exercises the right
to convert Series A Shares into shares of Common Stock, pursuant to this
Section A.6 shall be entitled to payment of all declared but unpaid
dividends, if any, payable with respect to such Series A Shares, up to and
including the Conversion Date (as defined in Section A.6(b)(ii) hereof).
A.6(b)(i) Any Series A Stockholder may exercise the right to
convert such shares into Common Stock pursuant to this Section A.6 by
delivering to the Corporation during regular business hours, at the office
of the Corporation or any transfer agent of the Corporation or at such
other place as may be designated by the Corporation, the certificate or
certificates for the shares to be converted (the "Series A Preferred
Certificate"), duly endorsed or assigned in blank or to the Corporation (if
required by it).
A.6(b)(ii) Each Series A Preferred Certificate shall be
accompanied by written notice stating that such holder elects to convert
such shares and stating the name or names (with address) in which the
certificate or certificates for the shares of Common Stock (the "Common
Certificate") are to be issued. Such conversion shall be deemed to have
been effected on the date when such delivery is made, and such date is
referred to herein as the "Conversion Date".
A.6(b)(iii) As promptly as practicable thereafter, the
Corporation shall issue and deliver to or upon the written order of such
holder, at the place designated by such holder, a certificate or
certificates for the number of full shares of Common Stock to which such
holder is entitled, payable with respect to the shares so converted up to
and including the Conversion Date.
A.6(b)(iv) The person in whose name the certificate or
certificates for Common Stock are to be issued shall be deemed to have
become a holder of record of Common Stock on the applicable Conversion
Date, unless the transfer books of the Corporation are closed on such
Conversion Date, in which event the holder shall be deemed to have become
the stockholder of record on the next succeeding date on which the transfer
books are open.
<PAGE> 14
A.6(c) The Corporation shall reserve, out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
conversion of the Series A Shares sufficient shares of Common Stock to
provide for the conversion of all outstanding Series A Shares.
A.6(d) All shares of Common Stock which may be issued in
connection with the conversion provisions set forth herein will, upon
issuance by the Corporation, be validly issued, fully paid and
nonassessable, not subject to any pre-emptive or similar rights and free
from all taxes, liens or charges with respect thereto created or imposed by
the Corporation.
A.6(e) Upon conversion of any Series A Share, that Series A
Share shall be retired and shall not be reissued by the Corporation upon
such Series A Share's retirement.
A.7 Definitions. As used in this Part A, the following terms shall
have the corresponding meanings:
"Proportional Adjustment" shall mean an adjustment made to the
liquidation price of the Series A Preferred Stock upon the occurrence of a
stock split, reverse stock split, stock dividend, stock combination,
reclassification or other similar change with respect to such security, so
that the liquidation price of one share of the Series A Preferred Stock
before the occurrence of any such change shall equal the aggregate price of
the share (or shares or fractional share) of such security (or any other
security) received by the holder of the Series A Preferred Stock with
respect thereto upon the effectiveness of such change.
PART B. ADDITIONAL SERIES OF PREFERRED STOCK
B.1 Designation of Additional Series of Preferred Stock. The Board
of Directors is hereby expressly authorized to provide for, designate and
issue, out of the authorized but unissued shares of Preferred Stock, one or
more other series of Preferred Stock in addition to the Series A Preferred
Stock. Before any shares of any such series are issued, the Board of
Directors shall fix, and hereby is expressly empowered to fix, by
resolution or resolutions, the following provisions of the shares of any
such series:
<PAGE> 15
(a) the designation of such series, the number of shares to
constitute such series and the stated value thereof, if different from the
par value thereof;
(b) whether the shares of such series shall have voting rights or
powers, in addition to any voting rights required by law, and, if so, the
terms of such voting rights or powers, which may be full or limited;
(c) the dividends, if any, payable on such series, whether any such
dividends shall be cumulative, and, if so, from what dates, the conditions
and dates upon which such dividends shall be payable, the preference or
relation which such dividends shall bear to the dividends payable on any
shares of stock of any other class or any other series of this class;
(d) whether the shares of such series shall be subject to redemption
by the Corporation, and, if so, the times, prices and other conditions of
such redemption;
(e) the amount or amounts payable upon shares of such series upon,
and the rights of the holders of such series in, the voluntary or
involuntary liquidation, dissolution or winding up, or upon any
distribution of the assets, of the Corporation;
(f) whether the shares of such series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to and
manner in which any such retirement or sinking fund shall be applied to the
purchase or redemption of the shares of such series for retirement or other
corporate purposes and the terms and provisions relative to the operation
thereof;
(g) whether the shares of such series shall be convertible into, or
exchangeable for, shares of stock of any other class or any other series of
this class or any other securities and, if so, the price or prices or the
rate or rates of conversion or exchange and the method, if any, of
adjusting the same, and any other terms and conditions of conversion or
exchange;
(h) the limitations and restrictions, if any, to be effective while
any shares of such series are outstanding upon the payment of dividends or
the making of other distributions on, and upon the purchase, redemption or
other acquisition by the Corporation of, the Common Stock or shares of
stock of any other class or any other series of this class;
<PAGE> 16
(i) the conditions or restrictions, if any, to be effective while any
shares of such series are outstanding upon the creation of indebtedness of
the Corporation or upon the issue of any additional stock, including
additional shares of such series or of any other series of this class or of
any other class; and
(j) any other powers, designations, preferences and relative,
participating, optional or other special rights, and any qualifications,
limitations or restrictions thereof.
The powers, designations, preferences and relative, participating,
optional or other special rights of each series of Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any, may differ
from those of any and all other series at any time outstanding. The Board
of Directors is hereby expressly authorized from time to time to increase
(but not above the total number of authorized shares of Preferred Stock) or
decrease (but not below the number of shares thereof then outstanding) the
number of shares of stock of any series of Preferred Stock designated to
any one or more series of Preferred Stock pursuant to this Section B.1.
PART C. COMMON STOCK
C.1 Designation and Amount. The designation of this class of capital
stock shall be "Common Stock", par value $.01 per share (the "Common
Stock"). The number of shares, powers, terms, conditions, designations,
preferences and privileges, relative, participating, optional and other
special rights, and qualifications, limitations and restrictions, shall be
as set forth in this Part C. The number of authorized shares of Common
Stock is 30,000,000.
C.2 Voting. Except as provided by applicable law, each holder of
Common Stock ("Common Stockholder") shall be entitled to one vote for each
share of Common Stock held of record on all matters as to which Common
Stockholders shall be entitled to vote, which voting rights shall not be
cumulative. In any election of directors, no Common Stockholder shall be
entitled to cumulate his or her other votes by giving one candidate more
than one vote per share.
<PAGE> 17
C.3 Other Rights. Each share of Common Stock issued and outstanding
shall be identical in all respects one with each other such share, and no
dividends shall be paid on any shares of Common Stock unless the same
dividend is paid on all shares of Common Stock outstanding at the time of
such payment. Except for and subject to those rights expressly granted to
the holders of Preferred Stock or, except as may be provided by the laws of
the State of Delaware, the Common Stockholders shall have exclusively all
other rights of stockholders, including, without limitation, (a) the right
to receive dividends, when and as declared by the Board of Directors, out
of assets lawfully available therefor, and (b) in the event of any
distribution of assets upon a liquidation, dissolution or winding-up of the
affairs of the Corporation (each a "Liquidation") or otherwise, the right
to receive ratably and equally with all other Common Stockholders in all
the assets and funds of the Corporation remaining after the payment to the
holders of the Series A Preferred Stock of the specific amounts which they
are entitled to receive upon such Liquidation, as provided herein.
FIFTH: The number of directors of the Corporation shall be such
number as from time to time shall be fixed by, or in the manner provided
in, the By-laws of the Corporation. Unless and except to the extent that
the By-laws of the Corporation otherwise require, the election of
directors of the Corporation need not be by written ballot.
SIXTH: In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the Board of Directors of the
Corporation is expressly authorized and empowered to adopt, amend and
repeal By-laws of the Corporation.
SEVENTH: The duration of the Corporation is perpetual.
EIGHTH: No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director; provided, however, that nothing contained in
this Article Eighth shall eliminate or limit the liability of a director
(i) for any breach of the director's duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
No amendment to or repeal of this Article Eighth shall apply to or have any
effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.
<PAGE> 18
NINTH: Except as otherwise specifically provided in this
Restated Certificate of Incorporation, the Corporation reserves the right
at any time, and from time to time, to amend, alter, change or repeal any
provision contained in this Restated Certificate of Incorporation, and
other provisions authorized by the laws of the State of Delaware at the
time in force may be added or inserted, in the manner now or hereafter
prescribed by law; and all rights, preferences and privileges of whatsoever
nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Restated Certificate of Incorporation in
its present form or as hereafter amended are granted subject to the rights
reserved in this Article Ninth.
* * *
IN WITNESS WHEREOF, MedImmune, Inc. has caused this Restated
Certificate of Incorporation to be executed on its behalf on May 14, 1991.
MEDIMMUNE, INC.
By: /s/ Wayne T. Hockmeyer
Wayne T. Hockmeyer
President, Chief Executive Officer
Attest:
/s/ Carol A. Iorio
Carol A. Iorio
Secretary
<PAGE> 19
CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
MEDIMMUNE, INC.
* * * * *
Under Section 242 of the General Corporation Law
of the State of Delaware
MedImmune, Inc., a corporation organized and existing under the
laws of the State of Delaware, does hereby certify as follows:
1. The name of the corporation is MedImmune, Inc.
2. The Corporation was originally incorporated under the name
Molecular Vaccines, Inc., and the original Certificate of Incorporation of
the Corporation was filed with the Secretary of State of the State of
Delaware on June 29, 1987. The Corporation previously filed Restated
Certificates of Incorporation on May 24, 1988, on December 12, 1990, on
April 19, 1991 and on May 14, 1991, and Certificates of Amendment to the
Restated Certificate of Incorporation on October 2, 1989, January 12, 1990,
August 31, 1990, September 17, 1990 and October 2, 1990.
3. This amendment of the Restated Certificate of Incorporation
has been duly adopted and authorized in accordance with the provisions of
Sections 242 of the General Corporation Law of the State of Delaware, the
Board of Directors of the Corporation having adopted resolutions setting
forth such amendment, declaring its advisability and directing that it be
considered by the holders of the Common Stock of the Corporation, and the
holders of a majority of the shares of the Common Stock of the Corporation
outstanding as of July 8, 1996 having voted affirmatively in favor of such
amendment.
4. The lead paragraph of ARTICLE FOURTH of the Restated
Certificate of Incorporation of Medimmune, Inc. be, and it hereby is,
amended in its entirety to be and read as follows:
"FOURTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is
65,524,525, consisting of 5,524,525 shares of Preferred Stock,
par value $.01 per share (the "Preferred Stock"), and 60,000,000
<PAGE> 20
shares of Common Stock, par value $.01 per share (the "Common
Stock"). The Preferred Stock shall consist of one or more series
of Preferred Stock, including the Series A Convertible Preferred
Stock which shall have the powers, terms, conditions,
designations, preferences and privileges, relative,
participating, optional and other special rights, and
qualifications, limitations and restrictions, if any, set forth
as provided for herein."
5. ARTICLE FOURTH, PART C., Section C.1 of the Restated
Certificate of Incorporation of Medimmune, Inc. be, and it hereby is,
amended in its entirety to be and read as follows:
"C.1. Designation and Amount. The designation of this
class of capital stock shall be "Common Stock," par value $.01
per share (the "Common Stock"). The number of shares, powers,
terms, conditions, designations, preferences and privileges,
relative, participating, optional and other special rights, and
qualifications, limitations and restrictions, shall be as set
forth in this Part C. The number of authorized shares of Common
Stock is 60,000,000."
IN WITNESS WHEREOF, MedImmune, Inc. has caused this Certificate
of Amendment to the Restated Certificate of Incorporation to be executed on
its behalf on August 5, 1996.
MEDIMMUNE, INC.
By: /s/ Wayne T. Hockmeyer
Wayne T. Hockmeyer
Chairman, Chief Executive
Officer
Attest:
/s/ Carol A. Iorio
Carol A. Iorio
Secretary
<PAGE> 21
Exhibit 4.3
1993 Non-Employee Directors Stock Option Plan
<PAGE> 22
______________________________________________________________________
MEDIMMUNE, INC.
1993 Non-Employee Directors
Stock Option Plan
______________________________________________________________________
TABLE OF CONTENTS
Page
ARTICLE I PURPOSE 1
ARTICLE II DEFINITIONS 1
ARTICLE III ADMINISTRATION 2
ARTICLE IV SHARES OF STOCK SUBJECT TO PLAN 2
4.1
Number of Shares 2
4.2
Antidilution 2
4.3
Change in Control 2
ARTICLE V OPTIONS 3
5.1 Grant of Option 3
5.2 Option Price 3
5.3 Vesting and Term of Option 3
5.4 Option Exercise 3
5.5 Nontransferability of Option 3
ARTICLE VI TERMINATION OF SERVICE 4
6.1 Death 4
6.2 Disability 4
6.3 Removal for Cause 4
6.4 Other Termination of Service 4
<PAGE> 23
ARTICLE VII STOCK CERTIFICATES 4
7.1 Issuance of Certificates 4
7.2 Conditions 4
7.3 Legends 5
ARTICLE VIII EFFECTIVE DATE, TERMINATION AND AMENDMENT 5
8.1 Effective Date 5
8.2 Termination 5
8.3 Amendment 5
ARTICLE IX MISCELLANEOUS 6
9.1 Service on Board 6
9.2 Rights as Shareholder 6
9.3 Plan Binding on Successors 6
9.4 Construction and Interpretation 6
9.5 Severability 6
9.6 Governing Law 6
<PAGE> 24
MEDIMMUNE, INC.
1993 Non-Employee Directors Stock Option Plan
ARTICLE I
PURPOSE
1.1 The MedImmune, Inc. 1993 Non-Employee Directors Stock Option
Plan is intended to advance the interests of MedImmune, Inc. and
its stockholders by attracting, retaining and motivating the
performance of non-employee directors of MedImmune, Inc., and to
encourage and enable such directors to acquire and retain a
proprietary interest in MedImmune, Inc. by ownership of its
stock.
ARTICLE II
DEFINITIONS
2.1 "Board" means the Board of Directors of the Company.
2.2 "Code" means the Internal Revenue Code of 1986, as amended.
2.3 "Common Stock" means the Company's Common Stock, par value $.01
per share.
2.4 "Company" means MedImmune, Inc.
2.5 "Date of Grant" means the date on which an Option is granted in
accordance with Section 5.1 hereof.
2.6 "Fair Market Value" means the closing price of the Common Stock
on the National Association of Securities Dealers Automated Quotation
(NASDAQ) National Market System (or other principal exchange in which the
Common Stock is then traded) on the date as of which fair market value is
to be
<PAGE> 25
determined or, in the absence of any reported sales of Common Stock on such
date, on the first preceding date on which any such sale shall have been
reported. If Common Stock is not listed on NASDAQ or a securities exchange
on the date as of which fair market value is to be determined, the Board
shall determine in good faith the fair market value in whatever manner it
considers appropriate.
2.7 "Non-Employee Director" means any member of the Board who is not
an employee of the Company.
2.8 "Option" means a stock option granted under the Plan.
2.9 "Optionee" means a person to whom an Option has been granted,
which Option has not expired under the Plan.
2.10 "Option Price" means the price at which each share of Common
Stock subject to an Option may be purchased, determined in accordance with
Section 5.2 hereof.
2.11 "Plan" means the MedImmune, Inc. 1993 Non-Employee Directors
Stock Option Plan.
2.12 "Stock Option Agreement" means an agreement between the Company
and an Optionee under which the Optionee may purchase Common Stock under
the Plan.
ARTICLE III
ADMINISTRATION
Subject to the express provisions of the Plan, the Board shall have
discretionary authority to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to it, to determine the details and
provisions of each Stock Option Agreement, and to make all the
determinations necessary or advisable in the administration of the Plan.
All such actions and determinations by the Board shall be conclusively
binding for all purposes and upon all persons. Notwithstanding the
foregoing, the Board shall have no discretionary authority with respect to
the determination of the number of shares of Common Stock, the Option Price
<PAGE> 26
and the Date of Grant of any Option granted under the Plan. The Board
shall not be liable for any action or determination made in good faith with
respect to the Plan, any Option or any Stock Option Agreement entered into
hereunder.
ARTICLE IV
SHARES OF STOCK SUBJECT TO PLAN
4.1 Number of Shares. Subject to adjustment pursuant to the
provisions of this Article IV, the maximum number of shares of Common Stock
which may be issued and sold hereunder shall be 250,000 shares. Shares of
Common Stock issued and sold under the Plan may be either authorized but
unissued shares or shares held in the Company's treasury. Shares of Common
Stock covered by an Option that shall have been exercised shall not again
be available for an Option grant. If an Option shall terminate for any
reason without being wholly exercised, the number of shares to which such
Option termination relates shall again be available for grant hereunder.
4.2 Antidilution. Subject to Section 4.3 hereof, in the event of a
reorganization, recapitalization, stock split, stock dividend, combination
of shares, merger or consolidation, or the sale, conveyance, lease or other
transfer by the Company of all or substantially all of its property, or any
other change in the corporate structure or shares of the Company, pursuant
to any of which events the then outstanding shares of Common Stock are
split up or combined, or are changed into, become exchangeable at the
holders' election for, or entitle the holder thereof to, other shares of
stock, or in the case of any other transaction described in Section 424(a)
of the Code, the Board may change the number and kind of shares (including
by substitution of shares of another corporation) subject to the Options
and/or the Option Price of such shares in the manner that it shall deem to
be equitable and appropriate.
4.3 Change in Control. Upon a "change in control" of the Company (as
defined below), each outstanding Option, to the extent that is shall not
otherwise have become exercisable, shall become fully and immediately
vested and exercisable (without regard to the otherwise applicable
installment exercise requirement under Section 5.3 hereof); provided,
however, that no such vesting shall occur if provision has been made in
writing in connection with such transaction for (a) the continuation of the
Plan and/or the
<PAGE> 27
assumption of such Options by a successor corporation (or a parent or
subsidiary thereof) or (b) the substitution for such Options of new options
covering the stock of a successor corporation (or a parent or subsidiary
thereof), with appropriate adjustments as to the number and kinds of shares
and exercise prices. In the event of any such continuation, assumption or
substitution, the Plan and/or such Options shall continue in the manner and
under the terms so provided.
For purposes of this Section 4.3, a "change in control" of the Company
shall mean (i) the dissolution or liquidation of the Company, (ii) a
merger, consolidation or reorganization of the Company with one or more
other corporations in which the Company is not the surviving corporation,
(iii) a sale or other transfer of substantially all of the assets of the
Company to another corporation or (iv) any transaction (including, without
limitation, a merger or reorganization in which the Company is the
surviving corporation) approved by the Board of Directors that results in
any person or entity (other than persons who are stockholders of the
Company at the time the Plan is approved by the stockholders and other than
a corporation or other trade or business that is controlled by or under
common control with the Company, determined in accordance with the
principles of Sections 414(b) and 414(c) of the Code and the regulations
thereunder) owning 80 percent or more of the combined voting power, or 80
percent or more of the total value, of all classes of stock of the Company.
ARTICLE V.
OPTIONS
5.1 Grant of Option. Each Non-Employee Director shall receive a
grant of an Option to purchase 20,000 shares of Common Stock on the date he
first becomes a member of the Board. In addition to the foregoing, each
Non-Employee Director shall receive a grant of an Option to purchase 5,000
shares of Common Stock on each June 30 during the term of such Non-Employee
Director, provided such Non-Employee Director has been a member for at
least one year. The Company and the Optionee shall execute a Stock Option
Agreement which shall set forth such terms and conditions of the Option as
may be determined by the Board to be consistent with the Plan, and which
may include additional provisions and restrictions that are not
inconsistent with the Plan.
<PAGE> 28
5.2 Option Price. The Option Price of each share of Common Stock
subject to an Option shall be 100 percent of the Fair Market Value of a
share of Common Stock on the trading date immediately preceding the Date of
Grant.
5.3 Vesting and Term of Option. An Option shall vest and become
exercisable in cumulative annual installments, each of which shall relate
to 25 percent of the total number of shares of an Option award, beginning
on the first anniversary of Date of Grant, provided that the Optionee is a
member of the Board on such date. The period during which a vested Option
may be exercised shall be ten years from the Date of Grant.
5.4 Option Exercise. An Option may be exercised in whole or in part
at any time, with respect to whole shares only, within the period permitted
for the exercise thereof, and shall be exercised by written notice of
intent to exercise the Option with respect to a specified number of shares
delivered to the Company at its principal office, and payment in full to
the Company at said office of the amount of the Option Price for the number
of shares of the Common Stock with respect to which the Option is then
being exercised. Payment of the Option Price shall be made (i) in cash or
by cash equivalent, (ii) in Common Stock (not subject to limitations on
transfer) valued at the Fair Market Value of such shares on the trading
date immediately preceding the date of exercise of (iii) by a combination
of such cash and such Common Stock.
5.5 Nontransferability of Option. No Option shall be transferred by
an Optionee other than by will or the laws of descent and distribution. No
transfer of an Option by the Optionee by will or by laws of descent and
distribution shall be effective to bind the Company unless the Company
shall have been furnished with written notice thereof and an authenticated
copy of the will and/or such other evidence as the Board may deem necessary
to establish the validity of the transfer. During the lifetime of an
Optionee, the Option shall be exercisable only by him, except that, in the
case of an Optionee who is legally incapacitated, the Option shall be
exercisable by his guardian or legal representative.
<PAGE> 29
ARTICLE VI
TERMINATION OF SERVICE
6.1 Death. If and Optionee shall die at any time after the Date of
Grant and while he is a member of the Board, the executor or administrator
of the estate of the decedent, or the person or persons to whom an Option
shall have been validly transferred in accordance with Section 5.5 hereof
pursuant to will or the laws of descent and distribution, shall have the
right, during the period ending one year after the date of the Optionee's
death (subject to Section 5.3 hereof concerning the maximum term of an
Option), to exercise the Optionee's Option to the extent that it was
exercisable at the date of such Optionee's death and shall not have been
previously exercised.
6.2 Disability. If an Optionee's service as a member of the Board
shall be terminated as a result of his permanent and total disability
(within the meaning of Section 22(e)(3) of the Code) at any time after the
Date of Grant, the Optionee (or in the case of an Optionee who is legally
incapacitated, his guardian or legal representative) shall have the right,
during a period ending one year after the date of his disability (subject
to Section 5.3 hereof concerning the maximum term of an Option), to
exercise such Option to the extent that it was exercisable at the date of
such Optionee's disability and shall not have been previously exercised.
6.3 Removal for Cause. If an Optionee shall be removed from the
Board for cause, the Optionee's right to exercise any unexercised portion
of his Option shall immediately terminate and all rights thereunder shall
cease. An Optionee shall be considered to have been removed for "cause"
for purposes of this Section 6.3 when he shall have been removed from the
Board by the stockholders of the Company for cause in accordance with
applicable state law and the Certificate of Incorporation and By-Laws of
the Company.
6.4 Other Termination of Service. If an Optionee's service as a
member of the Board shall be terminated for any reason other than death,
permanent and total disability or removal for cause, the Optionee shall
have the right, during the period ending three months after such
termination (subject to Section 5.3 hereof concerning the maximum term of
an Option), to exercise such Option to the extent that it was exercisable
at the date of such termination of service and shall not have been
previously exercised.
<PAGE> 30
ARTICLE VII
STOCK CERTIFICATES
7.1 Issuance of Certificates. Subject to Section 7.2 hereof, the
Company shall issue a stock certificate in the name of the Optionee (or
other person exercising the Option in accordance with the provisions of the
Plan) for the shares of Common Stock purchased by exercise of an Option as
soon as practicable after due exercise and payment of the aggregate Option
Price for such shares.
7.2 Conditions. The Company shall not be required to issue or
deliver any certificate for shares of Common Stock purchased upon the
exercise of any Option granted hereunder or any portion thereof prior to
fulfillment of all of the following conditions:
(a) The completion of any registration or other qualification of
such shares, under any federal or state law or under the rulings or
regulations of the Securities and Exchange Commission or any other
governmental regulatory body, that the Board shall in its sole
discretion deem necessary or advisable;
(b) The obtaining of any approval or other clearance from any
federal or state governmental agency that the Board shall in its sole
discretion determine to be necessary or advisable;
(c) The lapse of such reasonable period of time following the
exercise of the Option as the Board from time to time may establish
for reasons of administrative convenience;
(d) Satisfaction by the Optionee of any applicable withholding
taxes or other withholding liabilities; and
(e) If required by the Board, in its sole discretion, the
receipt by the Company from an Optionee of (i) a representation in
writing that the shares of Common Stock received upon exercise of an
Option are being acquired for investment and not with a view to
distribution and (ii) such other representations and warranties as are
deemed necessary by counsel to the Company.
<PAGE> 31
7.3 Legends. The Company reserves the right to legend any
certificate for shares of Common Stock, conditioning sales of such
shares upon compliance with applicable federal and state securities
laws and regulations.
ARTICLE VII
EFFECTIVE DATE, TERMINATION AND AMENDMENT
8.1 Effective Date. The Plan shall become effective after its
adoption by the Board and on the date of its approval by the affirmative
votes of the stockholders of the Company present, or represented, and
entitled to vote at a meeting duly held in accordance with applicable state
law and the Certificate of Incorporation and By-Laws of the Company.
8.2 Termination. The Plan shall terminate on the tenth anniversary
of the date the Plan is approved by the stockholders of the Company. The
Board may, in its sole discretion and at any earlier date, terminate the
Plan. Notwithstanding the foregoing, no termination of the Plan shall in
any manner affect any Option theretofore granted without the consent of the
Optionee or the permitted transferee of the Option.
8.3 Amendment. The Board may at any time and from time to time and
in any respect, amend or modify the Plan; provided, however, that (i) the
Board may not act more than once every six months to amend the provisions
of the Plan relating to the determination of the number of shares of Common
Stock, the Option Price or the Date of Grant of any Option under the Plan;
and (ii) the approval of the Company's stockholders will be required for
any amendment that (a) changes the class of persons eligible for the grant
of Options, (b) increases (other than as described in Section 4.2 or 4.3
hereof) the maximum number of shares of Common Stock subject to Options
granted under the Plan, as specified in Section 4.1 hereof, or (c)
materially increases the benefits accruing to Optionees under the Plan,
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934.
Any such approval shall be by the affirmative votes of the stockholders of
the Company present, or represented, and entitled to vote at a meeting duly
held in accordance with applicable state law and the Certificate of
<PAGE> 32
Incorporation and By-Laws of the Company. Notwithstanding the foregoing,
no amendment or modification of the Plan shall in any manner affect any
Option theretofore granted without the consent of the Optionee or the
permitted transferee of the Option.
ARTICLE IX
MISCELLANEOUS
9.1 Service on Board. Nothing in the Plan, in the grant of any
Option or in any Stock Option Agreement shall confer upon any Non-Employee
Director the right to continue service as a member of the Board.
IV.2 Rights as Shareholder. An Optionee or the permitted transferee
of an Option shall have no rights as a shareholder with respect to any
shares subject to such Option prior to the purchase of such shares by
exercise of such Option as provided herein. Nothing contained herein or in
the Stock Option Agreement relating to any Option shall create an
obligation on the part of the Company to repurchase any shares of Common
Stock purchased hereunder.
9.3 Plan Binding on Successors. The Plan shall be binding upon the
Company, its successors and assigns, and the Optionee, his executor,
administrator and permitted transferees.
9.4 Construction and Interpretation. Whenever used herein, nouns in
the singular shall include the plural, and the masculine pronoun shall
include the feminine gender. Headings of Articles and Sections hereof are
inserted for convenience and reference and constitute no part of the Plan.
9.5 Severability. If any provision of the Plan or any Stock Option
Agreement shall be determined to be illegal or unenforceable by any court
of law in any jurisdiction, the remaining provisions hereof and thereof
shall be severable and enforceable in accordance with their terms, and all
provisions shall remain enforceable in any other jurisdiction.
9.6 Governing Law. The validity and construction of this Plan and of
the Stock Option Agreements shall be governed by the laws of the State of
Delaware.
<PAGE> 33
Exhibit 5.1
Opinion and Consent of Dewey Ballantine with respect
to the legality of the securities being registered
<PAGE> 34
June 4,1997
MedImmune, Inc.
35 West Watkins Mill Road
Gaithersburg, Maryland 20878
Gentlemen:
We have acted as counsel to MedImmune, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing by the
Company of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, for the
registration of 250,000 shares of common stock, $.01 par value per share
(the "Shares"), of the Company which may be issued upon exercise of stock
options pursuant to the 1993 Non-Employee Directors Stock Option Plan (the
"Plan") of the Company.
We have examined and are familiar with originals or copies, certified
or otherwise identified to our satisfaction, of such documents, corporate
records, certificates of public officials and officers of the Company and
such other instruments as we have deemed necessary or appropriate as a
basis for the opinions expressed below.
Based on the foregoing, we are of the opinion that:
(i) The issuance of the Shares upon exercise of options granted under
the Plan has been lawfully and duly authorized; and
(ii) When the Shares have been issued and delivered in accordance
with the terms of the Plan, the Shares will be legally issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not thereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
DEWEY BALLANTINE
<PAGE> 35
Exhibit 23.2
Consent of Coopers & Lybrand L.L.P
<PAGE> 36
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of MedImmune, Inc. on Form S-8 of our report dated February 6, 1997, on our
audits of the financial statements and financial statement schedule of
MedImmune, Inc. as of December 31, 1996 and 1995 and for each of the three
years in the period ended December 31, 1996, which report is included in
the MedImmune, Inc. Annual Report on Form 10-K for the year ended December
31, 1996.
COOPERS & LYBRAND L.L.P.
Rockville, Maryland
June 4, 1997
<PAGE> 37
