Exhibit 10.38
MYRIAD GENETICS, INC.
129,665 SHARES OF
COMMON STOCK
STOCK PURCHASE AGREEMENT
DATED AS OF APRIL 22, 1997
MYRIAD GENETICS, INC.
STOCK PURCHASE AGREEMENT
THIS AGREEMENT, made as of April 22, 1997, is by and between MYRIAD GENETICS, INC. (the
"Company"), a Delaware corporation with principal offices at 320 Wakara Way, Salt Lake City, Utah, and
SCHERING CORPORATION, a New Jersey corporation with offices at 2000 Galloping Hill Road,
Kenilworth, New Jersey (the "Purchaser").
WHEREAS the Company and the Purchaser and Schering-Plough Ltd. are entering into a Research
Collaboration and License Agreement (the "Collaboration Agreement") as of the date hereof, and the
Collaboration Agreement contemplates that the parties hereto shall enter into this Stock Purchase Agreement,
which shall be attached as Attachment 4.2 to the Collaboration Agreement, and a Standstill Agreement, which
shall be attached as Attachment I hereto;
NOW, THEREFORE, in consideration of the mutual covenants contained in the Collaboration Agreement, the
Standstill Agreement and this Stock Purchase Agreement, the parties agree as follows:
SECTION 1. Definitions. Capitalized terms used herein, unless otherwise defined, shall have the meanings given
to them in the Collaboration Agreement.
SECTION 2. Authorization of Sale of the Shares. The Company has authorized the issuance and sale to the
Purchaser of 129,665 shares (each, a "Share" and, collectively, the "Shares") of common stock, $.01 par value
per share ("Common Stock"), of the Company, constituting 1.43% of the outstanding Common Stock on the
Effective Date after such issuance.
SECTION 3. Agreement to Sell and Purchase the Shares. At the Closing (as defined in Section 4 hereof), the
Company will sell to the Purchaser, and the Purchaser will buy from the Company, upon the terms and conditions
hereinafter set forth, the Shares, at a purchase price per Share equal to the Fair Market Value of the Common
Stock as of the Effective Date.
SECTION 4