EXHIBIT 10.12
CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL TREATMENT REQUESTED: PAGES WHERE CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED ARE MARKED "CONFIDENTIAL TREATMENT REQUESTED" AND
APPROPRIATE SECTIONS, WHERE TEXT HAS BEEN OMITTED, ARE NOTED WITH
"[CONFIDENTIAL TREATMENT REQUESTED]." AN UNREDACTED VERSION OF THIS
DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.
PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
THIS PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS ("Agreement") is made as of August
31, 2000 (the "Effective Date"), by and between IVEY RANCH DEVELOPMENT COMPANY, LLC, a
California limited liability company ("Seller"), and IDEC PHARMACEUTICALS CORPORATION, a
Delaware corporation ("Buyer"), as follows:
1. PURCHASE AND SALE. Upon all the terms and conditions contained herein, Buyer hereby agrees to
purchase from Seller and Seller agrees to acquire from the existing fee owner, Ivey Ranch, Inc. (the "Fee
Owner"), or to cause the Fee Owner to convey directly to Buyer, and to sell to Buyer that certain real property
(the "Land") (a) located within the area commonly referred to as Ocean Ranch in the City of Oceanside,
California, (b) consisting of approximately sixty and 4/10 (60.4) acres of net usable land and (c) depicted on
Exhibit A attached hereto and incorporated herein by this reference. The Land is identified as Parcel 4 of
proposed Lot Line Adjustment No. PLA-10-2000 (the "Lot Line Adjustment"). Buyer acknowledges that the
Lot Line Adjustment will need to be recorded in the Official Records of San Diego County, California to cause
the Land to be one or more separate legal parcels pursuant to the California Subdivision Map Act, all as
contemplated by
Section 7(d) below. Buyer shall have the right to approve the recorded Lot Line Adjustment, but approval shall
not be unreasonably withheld if it is in substantial conformance with the depiction on Exhibit A.
2. OPENING OF ESCROW. Within two (2) business days of the execution of this Agreement, Seller