Common use of Sophisticated Parties Clause in Contracts

Sophisticated Parties. 20 March __, 2000 Thomxx Xxxsxx Xxxtners LLC First Union Securities Inc. Friedman, Billings, Ramsxx & Xo., Inc. Robexx X. Xxxxx & Xo. Incorporated Legg Xxxox Xxxx Xxxkxx, Xxcorporated As Representatives of the several Underwriters c/o Thomas Weisxx Xxxtners LLC One Xxxxxxxxxx Xxxxxx, Suite 3700 San Francisco, California 94104 Ladies and Gentlemen: Introduction. Cysive, Inc., a Delaware corporation (the "COMPANY"), proposes to issue and sell to the several underwriters named in Schedule A hereto (the "UNDERWRITERS"), and certain stockholders of the Company (the "Selling Stockholders") named in Schedule B hereto propose to sell to the several Underwriters, an aggregate of 3,000,000 shares of the COMMON STOCK, par value $.01 per share, of the Company (the "FIRM SHARES"), of which 1,500,000 shares are to be issued and sold by the Company and 1,500,000 shares are to be sold by the Selling Stockholders. The Selling Stockholders also propose to issue and sell to the several Underwriters not more than an additional 450,000 shares of COMMON STOCK, par value $.01 per share (the "ADDITIONAL SHARES"), if and to the extent that you shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "SHARES". The shares of COMMON STOCK, par value $.01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the "COMMON STOCK". The Company and the Selling Stockholders are hereinafter sometimes referred to as the "SELLERS". Thomxx Xxxsxx Xxxtners LLC, First Union Securities Inc., Friedman, Billings, Ramsxx & Xo., Inc., Robexx X. Xxxxx Xxxorporated and Legg Xxxox Xxxx Xxxkxx, Xxcorporated have agreed to act as representatives of the several Underwriters (in such capacity, the "REPRESENTATIVES") in connection with the offering and sale of the Shares. The Company has filed with the Securities and Exchange Commission (the "COMMISSION") a registration statement on Form S-1 (file no. 333-30822), including a prospectus, relating to the Shares. The registration statement as amended at the time it became effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "SECURITIES ACT"), is hereinafter referred to as the "REGISTRATION STATEMENT"; the prospectus in the form first used to confirm sales of Shares is hereinafter referred to as the "PROSPECTUS". If the Company has filed a registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "RULE 462 REGISTRATION STATEMENT"), then any reference herein to the term

Sophisticated Parties. 20 March 19 Schedule A ---------- List of Underwriters Exhibits -------- Exhibit A - Form of Legal Opinion of Company Counsel Exhibit B - Form of Lockup Agreement ___________________, 2000 Thomxx Xxxsxx Xxxtners 1999 Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation Xxxxxx Xxxxxx Partners LLC First Union XX Xxxxx Securities Corporation DLJdirect Inc. Friedman, Billings, Ramsxx & Xo., Inc. Robexx X. Xxxxx & Xo. Incorporated Legg Xxxox Xxxx Xxxkxx, Xxcorporated As Representatives representatives of the several Underwriters c/o Thomas Weisxx Xxxtners x Xxxxxxxxx, Xxxxxx & Xxxxxxxx Xxxxxx Xxxxxx Partners LLC Securities Corporation One Xxxxxxxxxx XxxxxxStreet, Suite 3700 San Francisco000 Xxxx Xxxxxx Xxx Xxxxxxxxx, California 94104 Xxxxxxxxxx 00000 Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Introduction. CysiveRainmaker Systems, Inc., a Delaware corporation (the ------------ "COMPANYCompany"), proposes to issue and sell to the several underwriters named in Schedule A hereto (the "UNDERWRITERS"), and certain stockholders of the Company (the "Selling StockholdersUnderwriters") named in Schedule B hereto propose to sell to the several Underwriters, an aggregate of 3,000,000 5,000,000 shares of the COMMON STOCK---------- common stock, par value $.01 0.001 per share, of the Company (the "FIRM SHARESFirm Shares"), of which 1,500,000 shares are to be issued and sold by the Company and 1,500,000 shares are to be sold by the Selling Stockholders. The Selling Stockholders Company also propose proposes to issue and sell to the several Underwriters not more than an additional 450,000 750,000 shares of COMMON STOCKits common stock, par value $.01 0.001 per share (the "ADDITIONAL SHARESAdditional Shares"), if and to the extent that you shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 3 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "SHARESShares". The shares of COMMON STOCKcommon stock, par value $.01 0.001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the "COMMON STOCKCommon Stock". The Company Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation, Xxxxxx Xxxxxx Partners LLC and the Selling Stockholders are hereinafter sometimes referred to as the "SELLERS". Thomxx Xxxsxx Xxxtners LLC, First Union XX Xxxxx Securities Inc., Friedman, Billings, Ramsxx & Xo., Inc., Robexx X. Xxxxx Xxxorporated and Legg Xxxox Xxxx Xxxkxx, Xxcorporated Corporation have agreed to act as representatives of the several Underwriters (in such capacity, the "REPRESENTATIVESRepresentatives") in connection with the offering and sale of the Shares. The Company has filed with the Securities and Exchange Commission (the "COMMISSIONCommission") a registration statement on Form S-1 (file no. 333-3082286445), including a prospectus, relating to the Shares. The registration statement as amended at the time it became becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), is hereinafter referred to as the "REGISTRATION STATEMENTRegistration Statement"; the prospectus in the form first used to confirm sales of Shares is hereinafter referred to as the "PROSPECTUSProspectus". If the Company has filed a registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "RULE Rule 462 REGISTRATION STATEMENTRegistration Statement"), then any reference herein to the termterm "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("XXXXX").

Sophisticated Parties. 20 March 23 Exhibits A Form of Legal Opinion of Company Counsel B Form of Lock-Up Agreement 5 September __, 2000 1999 Thomxx Xxxsxx Xxxtners LLC First Union Securities Inc. Friedman, Billings, Ramsxx & Xo., Inc. Robexx X. Willxxx Xxxxx & Xo. Incorporated Legg Xxxox Xxxx XxxkxxXompany, Xxcorporated L.L.C. As Representatives of the several Underwriters c/o Thomas Weisxx Xxxtners LLC One Xxxxxxxxxx Xxxxxx, Suite 3700 San Francisco, California 94104 Ladies and Gentlemen: Introduction. CysiveVitaxxxXxxxxx.xxx, Inc.Xxc., a Delaware corporation (the "COMPANYCompany"), proposes to issue and sell to the several underwriters named in Schedule A hereto (the "UNDERWRITERS"), and certain stockholders of the Company (the "Selling StockholdersUnderwriters") named in Schedule B hereto propose to sell to the several Underwriters, an aggregate of 3,000,000 ____________ shares of the COMMON STOCKClass A Common Stock, par value $.01 per share, of the Company (the "FIRM SHARESFirm Shares"), of which 1,500,000 shares are to be issued and sold by the Company and 1,500,000 shares are to be sold by the Selling Stockholders. The Selling Stockholders Company also propose proposes to issue and sell to the several Underwriters not more than an additional 450,000 ____________ shares of COMMON STOCKits Class A Common Stock, par value $.01 per share (the "ADDITIONAL SHARESAdditional Shares"), if and to the extent that you shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "SHARESShares". The shares of COMMON STOCKClass A Common Stock, par value $.01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the "COMMON STOCK". The Company and the Selling Stockholders are hereinafter sometimes referred to as the "SELLERSClass A Common Stock". Thomxx Xxxsxx Xxxtners LLCLLC and Willxxx Xxxxx & Xompany, First Union Securities Inc., Friedman, Billings, Ramsxx & Xo., Inc., Robexx X. Xxxxx Xxxorporated and Legg Xxxox Xxxx Xxxkxx, Xxcorporated L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the "REPRESENTATIVESRepresentatives") in connection with the offering and sale of the Shares. The Company has filed with the Securities and Exchange Commission (the "COMMISSIONCommission") a registration statement on Form S-1 (file no. 333-30822333-_____), including a prospectus, relating to the Shares. The registration statement as amended at the time it became becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), is hereinafter referred to as the "REGISTRATION STATEMENTRegistration Statement"; the prospectus in the form first used to confirm sales of Shares is hereinafter referred to as the "PROSPECTUSProspectus". If the Company has filed a registration statement to register additional shares of Class A Common Stock pursuant to Rule 462(b) under the Securities Act (the "RULE Rule 462 REGISTRATION STATEMENTRegistration Statement"), then any reference herein to the termterm "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a preliminary prospectus, the Prospectus, or any 6 amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("EDGAX").

Sophisticated Parties. 20 March 21. Information Furnished by the Underwriters............................................. 20 SCHEDULE A - List of Underwriters EXHIBIT A - Form of Legal Opinion of Company Counsel EXHIBIT B - Form of Legal Opinion of Intellectual Property Counsel EXHIBIT C - Form of Lock-Up Agreement _____________, 2000 Thomxx Xxxsxx Xxxtners 2004 Xxxxxx Xxxxxx Partners LLC First Union Securities Inc. Friedman, Billings, Ramsxx Xxxxx Xxxxxxx & Xo.Co. Xxxxxxx Xxxxx & Associates, Inc. Robexx X. Xxxxx & Xo. Incorporated Legg Xxxox Xxxx Xxxkxx, Xxcorporated As Representatives of the several Underwriters c/o Thomas Weisxx Xxxtners Xxxxxx Partners LLC One Xxx Xxxxxxxxxx Xxxxxx, Suite 3700 San Francisco, California 94104 Ladies and Gentlemen: Introduction. Cysive, Inc.Phase Forward Incorporated, a Delaware corporation (the "COMPANY"), proposes to issue and sell to the several underwriters named in Schedule A hereto (the "UNDERWRITERS"), and certain stockholders of the Company (the "Selling Stockholders") named in Schedule B hereto propose to sell to the several Underwriters, an aggregate of 3,000,000 8,330,000 shares of the COMMON STOCKCommon Stock, par value $.01 0.01 per share, of the Company (the "FIRM SHARES"), of which 1,500,000 shares are to be issued and sold by the Company and 1,500,000 shares are to be sold by the Selling Stockholders. The Selling Stockholders Company also propose proposes to issue and sell to the several Underwriters not more than an additional 450,000 1,249,500 shares of COMMON STOCK, its common stock par value $.01 0.01 per share (the "ADDITIONAL SHARES"), if and to the extent that you shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 3 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "SHARES". The shares of COMMON STOCKCommon Stock, par value $.01 0.01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the "COMMON STOCK". The Company Xxxxxx Xxxxxx Partners LLC ("XXXXXX XXXXXX PARTNERS"), Xxxxx Xxxxxxx & Co. and the Selling Stockholders are hereinafter sometimes referred to as the "SELLERS". Thomxx Xxxsxx Xxxtners LLCXxxxxxx Xxxxx & Associates, First Union Securities Inc., Friedman, Billings, Ramsxx & Xo., Inc., Robexx X. Xxxxx Xxxorporated and Legg Xxxox Xxxx Xxxkxx, Xxcorporated Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the "REPRESENTATIVES") in connection with the offering and sale of the Shares. The Company has filed with the Securities and Exchange Commission (the "COMMISSION") a registration statement on Form S-1 (file no. 333-30822113594), including a prospectus, relating to the Shares. The registration statement as amended at the time it became becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "SECURITIES ACT"), is hereinafter referred to as the "REGISTRATION STATEMENT"; the prospectus in the form first used to confirm sales of Shares is hereinafter referred to as the "PROSPECTUS". If the Company has filed a registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "RULE 462 REGISTRATION STATEMENT"), then any reference herein to the termterm "REGISTRATION STATEMENT" shall be deemed to include such Rule 462 Registration Statement. All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("XXXXX"). The Company hereby confirms its engagement of Xxxxx Xxxxxxx & Co. and Xxxxx Xxxxxxx & Co. hereby confirms its agreement with the Company to render services as a "qualified independent underwriter" within the meaning of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") with respect to the offering of the Shares. Xxxxx Xxxxxxx & Co., solely in its capacity as the "qualified independent underwriter" with respect to the offering of the Shares, and not otherwise, is referred to herein as the "QIU."

Sophisticated Parties. 20 March 21. Information Furnished by the Underwriters............................................. 20 SCHEDULE A - List of Underwriters EXHIBIT A - Form of Legal Opinion of Company Counsel EXHIBIT B - Form of Legal Opinion of Intellectual Property Counsel EXHIBIT C - Form of Lock-Up Agreement _____________, 2000 Thomxx Xxxsxx Xxxtners 2004 Xxxxxx Xxxxxx Partners LLC First Union Securities Inc. Friedman, Billings, Ramsxx Xxxxx Xxxxxxx & Xo.Co. Xxxxxxx Xxxxx & Associates, Inc. Robexx X. Xxxxx & Xo. Incorporated Legg Xxxox Xxxx Xxxkxx, Xxcorporated As Representatives of the several Underwriters c/o Thomas Weisxx Xxxtners Xxxxxx Partners LLC One Xxx Xxxxxxxxxx Xxxxxx, Suite 3700 San Francisco, California 94104 Ladies and Gentlemen: Introduction. Cysive, Inc.Phase Forward Incorporated, a Delaware corporation (the "COMPANY"), proposes to issue and sell to the several underwriters named in Schedule A hereto (the "UNDERWRITERS"), and certain stockholders of the Company (the "Selling Stockholders") named in Schedule B hereto propose to sell to the several Underwriters, an aggregate of 3,000,000 shares of the COMMON STOCKCommon Stock, par value $.01 0.01 per share, of the Company (the "FIRM SHARES"), of which 1,500,000 shares are to be issued and sold by the Company and 1,500,000 shares are to be sold by the Selling Stockholders. The Selling Stockholders Company also propose proposes to issue and sell to the several Underwriters not more than an additional 450,000 shares of COMMON STOCK, its common stock par value $.01 0.01 per share (the "ADDITIONAL SHARES"), if and to the extent that you shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 3 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "SHARES". The shares of COMMON STOCKCommon Stock, par value $.01 0.01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the "COMMON STOCK". The Company Xxxxxx Xxxxxx Partners LLC ("XXXXXX XXXXXX PARTNERS"), Xxxxx Xxxxxxx & Co. and the Selling Stockholders are hereinafter sometimes referred to as the "SELLERS". Thomxx Xxxsxx Xxxtners LLCXxxxxxx Xxxxx & Associates, First Union Securities Inc., Friedman, Billings, Ramsxx & Xo., Inc., Robexx X. Xxxxx Xxxorporated and Legg Xxxox Xxxx Xxxkxx, Xxcorporated Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the "REPRESENTATIVES") in connection with the offering and sale of the Shares. The Company has filed with the Securities and Exchange Commission (the "COMMISSION") a registration statement on Form S-1 (file no. 333-30822113594), including a prospectus, relating to the Shares. The registration statement as amended at the time it became becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "SECURITIES ACT"), is hereinafter referred to as the "REGISTRATION STATEMENT"; the prospectus in the form first used to confirm sales of Shares is hereinafter referred to as the "PROSPECTUS". If the Company has filed a registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "RULE 462 REGISTRATION STATEMENT"), then any reference herein to the termterm "REGISTRATION STATEMENT" shall be deemed to include such Rule 462 Registration Statement. All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("XXXXX"). The Company hereby confirms its engagement of Xxxxx Xxxxxxx & Co. and Xxxxx Xxxxxxx & Co. hereby confirms its agreement with the Company to render services as a "qualified independent underwriter" within the meaning of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") with respect to the offering of the Shares. Xxxxx Xxxxxxx & Co., solely in its capacity as the "qualified independent underwriter" with respect to the offering of the Shares, and not otherwise, is referred to herein as the "QIU."

Sophisticated Parties. 20 March 22 _____________, 2000 1999 Thomxx Xxxsxx Xxxtners LLC First Union Securities Inc. Capital Markets Corp. Friedman, Billings, Ramsxx & Xo., Inc. Robexx X. Xxxxx & Xo. Incorporated Legg Xxxox Xxxx Xxxkxx, Xxcorporated As Representatives of the several Underwriters c/o Thomas Weisxx Xxxtners LLC One Xxxxxxxxxx Xxxxxx, Suite 3700 San Francisco, California 94104 Ladies and Gentlemen: Introduction. Cysive, Inc., a Delaware corporation (the "COMPANY"), proposes to issue and sell to the several underwriters named in Schedule A hereto (the "UNDERWRITERS"), and certain stockholders of the Company Eric X. Xxxxxxx (the xxe "Selling StockholdersStockholder") named in Schedule B hereto propose proposes to sell to the several Underwriters, an aggregate of 3,000,000 ____________ shares of the COMMON STOCK, par value $.01 per share, of the Company (the "FIRM SHARES"), of which 1,500,000 __________ shares are to be issued and sold by the Company and 1,500,000 ________ shares are to be sold by the Selling StockholdersStockholder. The Company and the Selling Stockholders Stockholder also propose to issue and sell to the several Underwriters not more than an additional 450,000 ____________ shares of COMMON STOCK, par value $.01 per share (the "ADDITIONAL SHARES"), of which ______ shares are to be issued and sold by the Company and _______ shares are to be sold by the Selling Stockholder, if and to the extent that you shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "SHARES". The shares of COMMON STOCK, par value $.01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the "COMMON STOCK". The Company and the Selling Stockholders Stockholder are hereinafter sometimes referred to as the "SELLERS". Thomxx Xxxsxx Xxxtners LLC, First Union Securities Inc., Capital Markets Corp. and Friedman, Billings, Ramsxx & Xo., Inc., Robexx X. Xxxxx Xxxorporated and Legg Xxxox Xxxx Xxxkxx, Xxcorporated Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the "REPRESENTATIVES") in connection with the offering and sale of the Shares. The Company has filed with the Securities and Exchange Commission (the "COMMISSION") a registration statement on Form S-1 (file no. 333-3082285651), including a prospectus, relating to the Shares. The registration statement as amended at the time it became effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "SECURITIES ACT"), is hereinafter referred to as the "REGISTRATION STATEMENT"; the prospectus in the form first used to confirm sales of Shares is hereinafter referred to as the "PROSPECTUS". If the Company has filed a registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "RULE 462 REGISTRATION STATEMENT"), then any reference herein to the termterm "REGISTRATION STATEMENT" shall be deemed to include such Rule 462 Registration Statement. All

Sophisticated Parties. 20 March SCHEDULE A List of Underwriters TABLE OF CONTENTS (CONTINUED) PAGE EXHIBITS Exhibit A - Form of Legal Opinion of Company Counsel Exhibit B - Form of Lockup Agreement An extra section break has been inserted above this paragraph. Do not delete this section break if you plan to add text after the Table of Contents/Authorities. Deleting this break will cause Table of Contents/Authorities headers and footers to appear on any pages following the Table of Contents/Authorities. ___________________, 2000 1999 Thomxx Xxxsxx Xxxtners LLC First Union Securities Inc. Friedman, Billings, Ramsxx & Xo., Inc. Robexx X. Xxxxx & Xo. Incorporated Legg Xxxox Xxxx Xxxkxx, Xxcorporated Dain Xxxxxxxx Xxxxxxx XX Cxxxx Xxxurities Corporation As Representatives representatives of the several Underwriters c/o Thomas Weisxx Xxxtners LLC One Xxxxxxxxxx Xxxxxx, Suite 3700 San Francisco, California 94104 Ladies and Gentlemen: Introduction. CysiveVersata, Inc., a Delaware corporation (the "COMPANY"), proposes to issue and sell to the several underwriters named in Schedule A hereto (the "UNDERWRITERS"), and certain stockholders of the Company (the "Selling Stockholders") named in Schedule B hereto propose to sell to the several Underwriters, an aggregate of 3,000,000 ____________ shares of the COMMON STOCKcommon stock, par value $.01 0.001 per share, of the Company (the "FIRM SHARES"), of which 1,500,000 shares are to be issued and sold by the Company and 1,500,000 shares are to be sold by the Selling Stockholders. The Selling Stockholders Company also propose proposes to issue and sell to the several Underwriters not more than an additional 450,000 ____________ shares of COMMON STOCKits common stock, $0.001 par value $.01 per share (the "ADDITIONAL SHARES"), if and to the extent that you shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 3 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "SHARES". The shares of COMMON STOCKcommon stock, $0.001 par value $.01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the "COMMON STOCK". The Company and the Selling Stockholders are hereinafter sometimes referred to as the "SELLERS". Thomxx Xxxsxx Xxxtners LLC, First Union Securities Inc., Friedman, Billings, Ramsxx & Xo., Inc., Robexx X. Xxxxx Xxxorporated and Legg Xxxox Xxxx Xxxkxx, Xxcorporated Dain Xxxxxxxx Xxxxxxx xxx SG Cxxxx Xxxurities Corporation have agreed to act as representatives of the several Underwriters (in such capacity, the "REPRESENTATIVES") in connection with the offering and sale of the Shares. The Company has filed with the Securities and Exchange Commission (the "COMMISSION") a registration statement on Form S-1 (file no. 333-30822333-_____), including a prospectus, relating to the Shares. The registration statement as amended at the time it became becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "SECURITIES ACT"), is hereinafter referred to as the "REGISTRATION STATEMENT"; the prospectus in the form first used to confirm sales of Shares is hereinafter referred to as the "PROSPECTUS". If the Company has filed a registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "RULE 462 REGISTRATION STATEMENT"), then any reference herein to the termterm "REGISTRATION STATEMENT" shall be deemed to include such Rule 462 Registration Statement. All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("EDGAX").

Sophisticated Parties. 20 March Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7 hereof, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, INNOVATIVE DRUG DELIVERY SYSTEMS, INC. By: ---------------------------------- Name: Title: Accepted as of the date hereof Xxxxxx Xxxxxx Partners LLC Xxxxx Fargo Securities, LLC Xxxxxxxxx & Company Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: Xxxxxx Xxxxxx Partners LLC By: --------------------------------- Name: Title: SCHEDULE A Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxx Partners LLC Xxxxx Fargo Securities, LLC Xxxxxxxxx & Company Inc. Total EXHIBIT A Form of Legal Opinion of Company Counsel EXHIBIT B Form of Legal Opinion of Patent Counsel EXHIBIT C FORM OF LOCK-UP AGREEMENT ____________, 2000 Thomxx Xxxsxx Xxxtners 2002 Xxxxxx Xxxxxx Partners LLC First Union Securities Xxxxx Fargo Securities, LLC Xxxxxxxxx & Company Inc. Friedman, Billings, Ramsxx & Xo., Inc. Robexx X. Xxxxx & Xo. Incorporated Legg Xxxox Xxxx Xxxkxx, Xxcorporated As Representatives of the several Underwriters c/o Thomas Weisxx Xxxtners Xxxxxx Partners LLC One Xxx Xxxxxxxxxx Xxxxxx, Suite 3700 San Francisco, California 94104 Re: Lock-Up Agreement (the "Agreement") Ladies and Gentlemen: Introduction. CysiveThe undersigned is an owner of record or beneficially of certain shares of common stock, par value $.001 per share (the "Common Stock"), of Innovative Drug Delivery Systems, Inc., a Delaware corporation (the "COMPANYCompany"), proposes or securities convertible into or exchangeable or exercisable for Common Stock. The undersigned understands that you, as representatives (the "Representatives"), propose to issue and sell to enter into an Underwriting Agreement on behalf of the several underwriters Underwriters named in Schedule A hereto to such agreement (collectively, the "UNDERWRITERSUnderwriters"), and certain stockholders with the Company providing for a public offering of the Common Stock of the Company (the "Selling Stockholders") named in Schedule B hereto propose pursuant to sell to the several Underwriters, an aggregate of 3,000,000 shares of the COMMON STOCK, par value $.01 per share, of the Company (the "FIRM SHARES"), of which 1,500,000 shares are a Registration Statement on form S-1 to be issued and sold by the Company and 1,500,000 shares are to be sold by the Selling Stockholders. The Selling Stockholders also propose to issue and sell to the several Underwriters not more than an additional 450,000 shares of COMMON STOCK, par value $.01 per share (the "ADDITIONAL SHARES"), if and to the extent that you shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "SHARES". The shares of COMMON STOCK, par value $.01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the "COMMON STOCK". The Company and the Selling Stockholders are hereinafter sometimes referred to as the "SELLERS". Thomxx Xxxsxx Xxxtners LLC, First Union Securities Inc., Friedman, Billings, Ramsxx & Xo., Inc., Robexx X. Xxxxx Xxxorporated and Legg Xxxox Xxxx Xxxkxx, Xxcorporated have agreed to act as representatives of the several Underwriters (in such capacity, the "REPRESENTATIVES") in connection with the offering and sale of the Shares. The Company has filed with the Securities and Exchange Commission (the "COMMISSIONPublic Offering") a registration statement ). The undersigned recognizes that the Public Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other Underwriters are relying on Form S-1 the representations and agreements of the undersigned contained in this letter in carrying out the Public Offering and in entering into underwriting arrangements with the Company with respect to the Public Offering. To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners LLC (file no. 333-30822which consent may be withheld in its sole discretion), including a prospectusit will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus relating to the Shares. The registration statement as amended at Public Offering (the time it became effective"Prospectus"), including (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the information economic consequences of ownership of the Common Stock, whether any such transaction described in clause (if any1) deemed or (2) above is to be part settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion), it will not, during the period commencing on the date hereof and ending 180 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration statement at of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. With respect to the time of effectiveness pursuant Public Offering, the undersigned waives any registration rights relating to Rule 430A registration under the Securities Act of 1933, as amended (the "SECURITIES ACT"), is hereinafter referred to as the "REGISTRATION STATEMENT"; the prospectus in the form first used to confirm sales of Shares is hereinafter referred to as the "PROSPECTUS". If the Company has filed a registration statement to register additional shares of any Common Stock pursuant owned either of record or beneficially by the undersigned, including any rights to Rule 462(breceive notice of the Public Offering. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction that is designed to or reasonably expected to lead to or result in a sale or disposition of the Common Stock even if such Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position) under with respect to any of the Securities Act (the "RULE 462 REGISTRATION STATEMENT")Common Stock or with respect to any security that includes, then relates to, or derives any reference herein to the termsignificant part of its value from such Common Stock.

Sophisticated Parties. 20 March 22 Exhibits A Form of Legal Opinion of Company Counsel B Form of Lock-Up Agreement 5 ____________________, 2000 1999 Thomxx Xxxsxx Xxxtners LLC First Union Securities Inc. Friedman, Billings, Ramsxx & Xo., Inc. Robexx X. Willxxx Xxxxx & Xo. Xompany, L.L.C. PaineWebber Incorporated Legg Xxxox Xxxx Xxxkxx, Xxcorporated As Representatives of the several Underwriters c/o Thomas Weisxx Xxxtners LLC One Xxxxxxxxxx Xxxxxx, Suite 3700 San Francisco, California 94104 Ladies and Gentlemen: Introduction. CysiveVitaxxxXxxxxx.xxx, Inc.Xxc., a Delaware corporation (the "COMPANYCompany"), proposes to issue and sell to the several underwriters named in Schedule A hereto (the "UNDERWRITERS"), and certain stockholders of the Company (the "Selling StockholdersUnderwriters") named in Schedule B hereto propose to sell to the several Underwriters, an aggregate of 3,000,000 4,545,455 shares of the COMMON STOCKClass A Common Stock, par value $.01 per share, of the Company (the "FIRM SHARESFirm Shares"), of which 1,500,000 shares are to be issued and sold by the Company and 1,500,000 shares are to be sold by the Selling Stockholders. The Selling Stockholders Company also propose proposes to issue and sell to the several Underwriters not more than an additional 450,000 618,818 shares of COMMON STOCKits Class A Common Stock, par value $.01 per share (the "ADDITIONAL SHARESAdditional Shares"), if and to the extent that you shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "SHARESShares". The shares of COMMON STOCKClass A Common Stock, par value $.01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the "COMMON STOCK". The Company and the Selling Stockholders are hereinafter sometimes referred to as the "SELLERSClass A Common Stock". Thomxx Xxxsxx Xxxtners LLC, First Union Securities Inc.Willxxx Xxxxx & Xompany, Friedman, Billings, Ramsxx & Xo., Inc., Robexx X. Xxxxx Xxxorporated L.L.C. and Legg Xxxox Xxxx Xxxkxx, Xxcorporated PaineWebber Incorporated have agreed to act as representatives of the several Underwriters (in such capacity, the "REPRESENTATIVESRepresentatives") in connection with the offering and sale of the Shares. The Company has filed with the Securities and Exchange Commission (the "COMMISSIONCommission") a registration statement on Form S-1 (file no. 333-3082283849), including a prospectus, relating to the Shares. The registration statement as amended at the time it became becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), is hereinafter referred to as the "REGISTRATION STATEMENTRegistration Statement"; the prospectus in the form first used to confirm sales of Shares is hereinafter referred to as the "PROSPECTUSProspectus". If the Company has filed a registration statement to register additional shares of Class A Common Stock pursuant to Rule 462(b) under the Securities Act (the "RULE Rule 462 REGISTRATION STATEMENTRegistration Statement"), then any reference herein to the termterm "Registration Statement" shall be deemed to include