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1
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AMENDED ANSWER
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EXTRACTED KEY WORDS
PLAINTIFF HFTP COMMON STOCK PARAGRAPHS DEFENDANT LAW ALLEGATIONS SET CERTIFICATE CONVERSION NOTICE COURT AGREEMENT PROMETHEAN DESIGNATIONS DELAWARE SHARES PREFERRED STOCK INVESTMENT CONVERTIBLE PREFERRED STOCK LIMITED LIABILITY COMPANY TRANSFER AGENT REDEMPTION ARIAD RESPECTFULLY REFERS SECURITIES PURCHASE OBLIGATIONS MARKET PRICE ARIAD FAILS TRANSACTION HMR SUPPLEMENTAL COMPLAINT |
IN THE COURT OF CHANCERY OF THE STATE O-F DELAWARE
IN AND FOR NEW CASTLE COUNTY
HFTP INVESTMENTS, L.L.C., a New
York limited liability company,
r-.:: ,_,
Plaintiff,
i Civil Action No. 17501 NC ,.a!+
v. I-
i
ARIAD PHARMACEUTICALS, INC., a )
Delaware corporation,
Defendant.
AMENDED ANSWER
Defendant ARIAD Pharmaceuticals, Inc. ("ARIAD"), by and through its undersigned
attorneys, hereby answers plaintiffs First Amended and Supplemental Complaint (the
"Complaint") as follows:
PARTIES
1. HFTP Investments, L.L.C. ("HFTP", or "Plaintifp') is, and at all relevant times
a limited liability company duly organized and existing under the laws of New York with its
principal place of business in New York. At all relevant times, Promethean Investment Group,
L.L.C. ("Promethean") or its subsidiary Promethean Asset Management LLC, acted as HFTP's
investment manager. Promethean is a limited liability company duly organized and existing under
the laws of New York with its principal place of business in New York.
ANSWER: ARIAD is without knowledge or information sufftcient to form a belief as
the truth or falsity of the allegations set forth in this paragraph, which therefore are denied.
2. Defendant, ARIAD Pharmaceuticals, Inc. ("ARIAD"), is, and at all relevant times
was, a corporation duly organized and existing under the laws of the State of Delaware with its
principal place of business in Cambridge, Massachusetts. ARIAD is engaged in the discovery and
development ofnovel and proprietary drugs. ARIAD's common stock: trades in the over-the-counter
market on the NASDAQ National Market ("NASDAQ").
ANSWER: Admitted
RLFl-2103549-l
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2
.
ANSWER
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EXTRACTED KEY WORDS
PLAINTIFF PARAGRAPHS COMMON STOCK DEFENDANT ALLEGATIONS SET CERTIFICATE LAW CONVERSION NOTICE COURT DESIGNATIONS AGREEMENT SHARES HFTP CONVERTIBLE PREFERRED STOCK PREFERRED STOCK LIMITED LIABILITY COMPANY PROMETHEAN TRANSFER AGENT INVESTMENT REDEMPTION STOCK ARIAD RESPECTFULLY REFERS OBLIGATIONS HMR TRANSACTION ARIAD FAILS PLAINTIFF REALLEGES INCORPORATES CONFIRMATION ARIAD PHARMACEUTICALS SUPPLEMENTAL COMPLAINT |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY ; i ,.
j./`
HFTP INVESTMENTS, L.L.C., a New >
. . -
York limited liability company,
> ,r, .~ **-
>
Plaintiff, >) Civil ActionNo. 17501 NC
V .
;
ARIAD PHARMACEUTICALS, INC., a )
Delaware corporation, >
Defendant.
ANSWER
Defendant ARIAD Pharmaceuticals, Inc. ("ARIAD"), by and through its undersigned
attorneys, hereby answers plaintiffs First Amended and Supplemental Complaint (the
"Complaint") as follows:
1. HFTP Investments, L.L.C. ("HFTP", or "Plaintiff') is, and at all relevant times
a limited liability company duly organized and existing under the laws of New York with its
principal place of business in New York. At all relevant times, Promethean Investment Group,
L.L.C. ("Promethean") or its subsidiary Promethean Asset Management LLC, acted as HFTP's
investment manager. Promethean is a limited liability company duly organized and existing under
the laws of New York with its principal place of business in New York.
ANSWER: ARIAD is without knowledge or information sufficient to form a belief as
the truth or falsity of the allegations set forth in this paragraph, which therefore are denied.
2. Defendant, ARIAD Pharmace-uticals, Inc. ("ARIAD"), is, and at all relevant times
was, a corporation duly organized and existing under the laws of the State of Delaware with its
principal place of business in Cambridge, Massachusetts. ARIAD is engaged in the discovery and
development ofnovel and proprietary drugs. ARIAD's common stock: trades in the over-the-counter
market on the NASDAQ National Market ("NASDAQ").
ANSWER: Admitted.
SNIPPETS:
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3
.
OPINION (REVISED)
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EXTRACTED KEY WORDS
COURT HFTP YORK DELAWARE MOTION SHARES RELIEF PREFERRED STOCK FORUM INVESTMENT HONOR LAW COMMON STOCK CASTLE COUNTY DEFENDANT PENDING DAMAGE RELIEF PROMETHEAN ARIAD SERIES CONVERSION COMPLAINT CONVENIENS REDEMPTION EXCHANGE ACT ACCORDING WITNESSES PLAINTIFF VICE CHANCELLOR DECLARATORY |
*Revisions made at pages 3,5,7-12, l&20,22-23
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
HFTP INVESTMENTS, L.L.C., >
a New York limited liability company, >
>
Plaintiff, >
V. ) Civil Action No. 17501
>
ARIAD PHARMACEUTICALS, INC., )
a Delaware corporation, >
Defendant. >
O P I N I O N
1 L
Date Submitted: November 22, 1'999 -`
Date Decided: December 7, 1'399
Dated Revised*: December 9, 199
David A. Jenkins, Esquire of SMITH KATZENSTEIN & FURLOW,
Wilmington, Delaware; and Allan M. Pepper and Michael Braff, Esquires, of
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP, New York, New
York; Attorneys for Plaintiff
Kevin G. Abrams and Thomas A. Beck, Esquires of RICHARDS, LAYTON &
FINGER, Wilmington, Delaware; and Irwin H. Warren, Richard W. Slack and
Timothy E. Hoefmer of WEIL, GOTSHAL & MANGES, New York, New
York; Attorneys for Defendant
JACOBS, VICE CHANCELLOR
Pending is a motion to stay this action brought by HFTP Investments,
L.L.C., ("HFTP") for injunctive, declaratory, and damage relief, against the
defendant, ARIAD Pharmaceuticals, Inc. ("ARIAD"). HFTP claims that ARIAD
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4
.
OPINION
|
EXTRACTED KEY WORDS
COURT HFTP YORK DELAWARE MOTION SHARES RELIEF PREFERRED STOCK FORUM INVESTMENT HONOR LAW CASTLE COUNTY DEFENDANT PENDING DAMAGE RELIEF COMMON STOCK PROMETHEAN CONVERSION COMPLAINT CONVENIENS REDEMPTION SOUTHERN DISTRICT FEDERAL SECURITIES EXCHANGE ACT ACCORDING VICE CHANCELLOR DECLARATORY ARIAD SERIES |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
HFTP INVESTMENTS, L.L.C., >
a New York limited liability company, >
>
Plaintiff, >
V. ) Civil Action No. 17501
>
ARIAD PHARMACEUTICALS, INC., >
a Delaware corporation, >>
Defendant. >
O P I N I O N
Date Submitted: November 22, 1999
Date Decided: December 7: 1999
David A. Jenkins, Esquire of SMITH KATZENSTEIN & FURLOW,
Wilmington, Delaware; and Allan M. Pepper and Michael Braff, Esquires, of
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER,, LLP, New York, New
York; Attorneys for Plaintiff
Kevin G. Abrams and Thomas A. Beck, Esquires of RICHARDS, LAYTON &
FINGER, Wilmington, Delaware; and Irwin H. Warren, Richard W. Slack and
Timothy E. Hoefmer of WEIL, GOTSHAL & MANGE& New York, New
York; Attorneys for Defendant
JACOBS, VICE CHANCELLOR
Pending is a motion to stay this action brought by I-IFTP Investments,
L.L.C., ("HFTP") for injunctive, declaratory, and damage relief, against the
defendant, ARIAD Pharmaceuticals, Inc. ("`ARIAD"). HFTP claims that ARIAD
has wrongMly refused to honor HFTP's right both to convert and to have
redeemed shares of ARIAD Series C Convertible Preferred Stock (the "Preferred
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5
.
PLAINTIFFS ANSWERING BRIEF IN OPPOSITION TO DEFENDANTS MOTION TO DISMISS OR TO STAY
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EXTRACTED KEY WORDS
STOCK HFTP COURT DELAWARE MOTION DISMISS YORK DEFENDANT INVESTMENT DEL COMPLAINT FEDERAL ACTION PREFERRED STOCK FACTS CONVERSION COMMON STOCK CERTIFICATE CONVENIENS AMENDED COMPLAINT DESIGNATIONS REDEMPTION AGREEMENT CONVENIENS ANALYSIS DISMISSALS SECURITIES LAW CLAIMS CONVERSION NOTICE PROMETHEAN YORK LIMITED LIABILITY OPPOSITION |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
HFTP INVESTMENTS, L.L.C.,
a Ne.w York limited liability company,
Plaintiffs, i>
v. ) C.A. No. 17501-NC
ARIAD PHARMACEUTICALS, INC.,
a De.laware corporation,
>
Defendant. >
PLAINTIFF'S ANSWERING BRIEF IN OPPOSITION TO
DEFENDANTS' MOTION TO DISMISS OR TO STAY THIS ACTION
SMITH, KATZENSTEIN & FURLOW LLP
David A. Jenkins
800 Delaware Avenue
P.O. Box 410
Wilmington, DE 19899
(302) 652-8400
Attorneys for Plaintiff
OF COUNSEL:
Allan M. Pepper
Michael Braff
KAYE, SCHOLER, FIERMAN,
HAYS & HANDLER, LLP
425 Park Avenue
New York, New York 10022
Telephone: (2 12) 836-8000
November 15, 1999
DAJ1069.WPD
TABLE OF CONTENTS
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6
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DEFENDANTS OPENING BRIEF IN SUPPORT OF ITS MOTION TO DISMISS OR TO STAY THIS ACTION
|
EXTRACTED KEY WORDS
YORK ARIAD DELAWARE HFTP COMMON STOCK PRICE YORK FEDERAL ACTION FACTS MANIPULATION PROMETHEAN LLC MOTION DISMISS CONVERSION INVESTMENT LAW PURCHASE AGREEMENT YORK COMPLAINT MANIPULATION SCHEME COURTHOUSE REDEMPTION FEDERAL SECURITIES SELLING CAMPAIGN LITIGATION CERTIFICATE DEFENDANTS DESIGNATIONS LIMITED LIABILITY COMPANY JURISDICTION PLAINTIFFS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
HFTP INVESTMENTS, L.L.C.,
a New York limited liability company,
Plaintiff,
V. ) C.A. No. 17501-NC
ARIAD PHARMACEUTICALS, INC., 1
a Delaware corporation, >>
Defendant. )
DEFENDANT'S OPENING BRIEF IN SUPPORT OF
ITS MOTION TO DISMISS OR TO STAY THIS ACTION
Of Counsel: & %,
c-G-2
Irwin H. Warren Kevin G. Abrams -2 (;I .z!,
. ,.. -.
Richard W. Slack Thomas A. Beck : I
i
Timothy E. HoefJher Richards, Layton & Finger ; _`_
Weil, Gotshal & Manges One Rodney Square -.
767 Fifth Avenue P.O. Box 551 .,
New York, New York 10153 Wilmington, Delaware 19899 i':
7-r
(302) 658-6541 _I -.e.. z
Attorneys for Defendant -'
Dated: November 8, 1999
November 5, 1999
RLFl-2077976-1
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