Common use of XXX INC Clause in Contracts

XXX INC. By: ------------------------------- Name: Xxxxxx X. XxXxxxxx Title: Senior Vice President, General Counsel and Secretary Exhibit B [Form of Rights Certificate] Certificate No. R- ________ Rights NOT EXERCISABLE AFTER OCTOBER 14, 2009 (THE TENTH ANNIVERSARY OF THE DATE OF THE CONSUMMATION OF THE INITIAL PUBLIC OFFERING OF THE COMMON STOCK OF THE COMPANY) UNLESS EXTENDED PRIOR THERETO BY THE BOARD OF DIRECTORS OR EARLIER IF REDEEMED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. Rights Certificate XxxxXxxxxxxx.Xxx Inc. This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of October 14, 1999 (the "Rights Agreement"), between XxxxXxxxxxxx.Xxx Inc., a Delaware corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company (the "Rights Agent"), to purchase from the Company at any time before 5:00 p.m. (New York City time) on October 14, 2009 (the tenth anniversary of the date of consummation of the initial public offering of the Common Stock) (unless such date is extended prior thereto by the Board of Directors) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, non-assessable share of Series A Junior Participating Preferred Stock (the "Preferred Stock") of the Company, at the Purchase Price (as defined in the Rights Agreement), which shall initially be $_____ [insert the amount equal to the product of four times the average daily closing price of the Common Stock for the first five days of trading subsequent to the consummation of the initial public offering of the Common Stock] per one one-thousandth of a share, upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of October __, 0000, [xxx xxxxx of business on the fifth day of trading subsequent to the consummation of the initial public offering of the Common Stock] based on the Preferred Stock as constituted at such date. The Company reserves the right to require before the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that a number of Rights be exercised so that only whole shares of Preferred Stock will be issued.

XXX INC. By: ------------------------------- Name: ---------------------------------- Xxxxxx X. XxXxxxxx Title: Senior Vice PresidentXxxxxxx, General Counsel C.E.O. Exhibit A-2 to Note and Secretary Exhibit B Warrant Purchase Agreement THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS NOT REQUIRED. CONVERTIBLE PROMISSORY NOTE [Form of Rights CertificateFOR USE WITH NON-XXXXXXX INVESTORS] Certificate No. R- $_________ Rights NOT EXERCISABLE AFTER OCTOBER 14March __, 2009 (THE TENTH ANNIVERSARY OF THE DATE OF THE CONSUMMATION OF THE INITIAL PUBLIC OFFERING OF THE COMMON STOCK OF THE COMPANY) UNLESS EXTENDED PRIOR THERETO BY THE BOARD OF DIRECTORS OR EARLIER IF REDEEMED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION0000 Xxxxxxx, AT THE OPTION OF THE COMPANYXxxxxxxx FOR VALUE RECEIVED, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. Rights Certificate XxxxXxxxxxxx.Xxx Inc. This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of October 14, 1999 (the "Rights Agreement"), between XxxxXxxxxxxx.Xxx Xxxxx.xxx Inc., a Delaware corporation (the "CompanyBORROWER"), and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company hereby unconditionally promises to pay to _____________ (the "Rights AgentLENDER"), to purchase from the Company at any time before 5:00 p.m. (New York City time) on October 14, 2009 (the tenth anniversary in lawful money of the date United States of consummation America and in immediately available funds, the principal sum of the initial public offering of the Common Stock) (unless such date is extended prior thereto by the Board of Directors) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, non-assessable share of Series A Junior Participating Preferred Stock (the "Preferred Stock") of the Company, at the Purchase Price (as defined in the Rights Agreement), which shall initially be $_______ [insert (the amount equal to "LOAN") together with accrued and unpaid interest thereon, payable on the product of four times dates and in the average daily closing price of the Common Stock for the first five days of trading subsequent to the consummation of the initial public offering of the Common Stock] per one one-thousandth of a share, upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) manner set forth above, below. This Convertible Promissory Note (the "NOTE") is non-negotiable and the is executed and delivered in connection with that certain Note and Warrant Purchase Price per share set forth above, are the number and Purchase Price Agreement dated as of October March __, 00001999, [xxx xxxxx of business on the fifth day of trading subsequent to the consummation of the initial public offering of the Common Stock] based on the Preferred Stock as constituted at such date. The Company reserves the right to require before the occurrence of a Triggering Event by and between Borrower and Lender (as such term is the same may from time to time be amended, modified or supplemented, the "PURCHASE AGREEMENT"). All terms defined in the Rights Purchase Agreement shall have the same definitions when used herein, unless otherwise defined herein. In the event of any conflict between the terms of this Note and the terms of the Purchase Agreement) that a number , the terms of Rights be exercised so that only whole shares of Preferred Stock will be issuedthe Purchase Agreement shall control.

XXX INC. By: ------------------------------- Name: --------------------------------- Xxxxxx X. XxXxxxxx Title: Senior Vice PresidentXxxxxxx, General Counsel and Secretary C.E.O. Exhibit B [Form of Rights Certificate] Certificate to Note and Warrant Purchase Agreement Warrant No. R- W __ THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. WARRANT TO PURCHASE SHARES OF COMMON STOCK OF XXXXX.XXX INC. ____________________ Rights NOT EXERCISABLE (VOID AFTER OCTOBER 14, 2009 (THE TENTH ANNIVERSARY OF THE DATE OF THAT IS TWO (2) YEARS AFTER THE CONSUMMATION OF THE INITIAL PUBLIC OFFERING OF THE COMMON STOCK OF THE COMPANYDATE HEREOF) UNLESS EXTENDED PRIOR THERETO BY THE BOARD OF DIRECTORS OR EARLIER IF REDEEMED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. Rights Certificate XxxxXxxxxxxx.Xxx Inc. This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of October 14, 1999 _________________________ (the "Rights AgreementHolder"), between XxxxXxxxxxxx.Xxx or assigns, for value received, is entitled to purchase from Xxxxx.xxx Inc., a Delaware corporation (the "Company"), and ChaseMellon Shareholder Serviceshaving a place of business at 000 X. XxXxxxx Street, L.L.C.Suite 560, a New Jersey limited liability company (the "Rights Agent")Chicago, IL 60614 up to purchase from the Company at any time before 5:00 p.m. (New York City time) on October 14, 2009 (the tenth anniversary of the date of consummation of the initial public offering of the Common Stock) (unless such date is extended prior thereto by the Board of Directors) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, non-assessable share of Series A Junior Participating Preferred Stock (the "Preferred Stock") of the Company, at the Purchase Price (as defined in the Rights Agreement), which shall initially be $_______ [insert fully paid and nonassessable shares of common stock, $.01 par value, of the amount Company (the "Common Stock"), at a purchase price per share (the "Stock Purchase Price") equal to the product lesser of four times (a) $10.00 or (b) the average daily closing price of per share at which the Common Stock for Company sells the first five days of trading subsequent Next Round Preferred (as defined in a certain Convertible Promissory Note issued to the consummation of original holder hereof pursuant to the initial public offering of Note Purchase Agreement (as defined below)), at any time, and from time to time, on or after the Common Stock] per one one-thousandth of a sharedate hereof through 5:00 p.m. (Central Time) on the date two (2) years after the date hereof, upon presentation and surrender of this Rights Certificate with such later date being referred to herein as the Form of Election to "Expiration Date." The Stock Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (Price and the number of shares which may be purchased upon exercise thereof) set forth abovepurchasable hereunder are subject to adjustment as provided in Section 3 of this Warrant. This Warrant was originally issued in connection with the execution and delivery of a certain Note and Warrant Purchase Agreement, and the Purchase Price per share set forth above, are the number and Purchase Price dated as of October March __, 00001999, [xxx xxxxx of business on by and between the fifth day of trading subsequent Company and the Holder (the "Note Purchase Agreement"). Terms used herein and not otherwise defined shall have the meaning ascribed to the consummation of the initial public offering of the Common Stock] based on the Preferred Stock as constituted at such date. The Company reserves the right to require before the occurrence of a Triggering Event (as such term is defined them in the Rights Note Purchase Agreement) that a number of Rights be exercised so that only whole shares of Preferred Stock will be issued.

XXX INC. By: ------------------------------- ------------------------------------ Name: Xxxxxx X. XxXxxxxx ------------------------------------ Title: Senior Vice President, General Counsel ------------------------------------ Address: -------------------------------- -------------------------------- STOCKHOLDERS AGREEMENT BY AND AMONG LION BIOSCIENCE AKTIENGESELLSCHAFT AND EACH STOCKHOLDER NAMED THEREIN The undersigned hereby executes and Secretary Exhibit B [Form of Rights Certificate] Certificate No. R- ________ Rights NOT EXERCISABLE AFTER OCTOBER 14, 2009 (THE TENTH ANNIVERSARY OF THE DATE OF THE CONSUMMATION OF THE INITIAL PUBLIC OFFERING OF THE COMMON STOCK OF THE COMPANY) UNLESS EXTENDED PRIOR THERETO BY THE BOARD OF DIRECTORS OR EARLIER IF REDEEMED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. Rights Certificate XxxxXxxxxxxx.Xxx Inc. This certifies that , or registered assigns, is delivers the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of October 14, 1999 Stockholders Agreement (the "Rights STOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which Stockholders Agreement and Signature Page, together with all counterparts of such Stockholders Agreement and Signature Pages of the other Stockholders with respect to such Stockholders Agreement"), between XxxxXxxxxxxx.shall constitute one and the same document in accordance with the terms of such Stockholders Agreement. DOMAIN PARTNERS, II, L.P. One Xxxxxx Square Associates II, L.P. By: /s/ Xxxxx X. Xxxxx ------------------------------------ Name: Xxxxx X. Xxxxx ------------------------------------ Title: General Partner ------------------------------------ Address: Xxx Inc.Xxxxxx Xxxxxx Princeton, a Delaware corporation N.J. 08542 STOCKHOLDERS AGREEMENT BY AND AMONG LION BIOSCIENCE AKTIENGESELLSCHAFT AND EACH STOCKHOLDER NAMED THEREIN The undersigned hereby executes and delivers the Stockholders Agreement (the "CompanySTOCKHOLDERS AGREEMENT")) to which this Signature Page is attached, which Stockholders Agreement and ChaseMellon Shareholder ServicesSignature Page, L.L.C.together with all counterparts of such Stockholders Agreement and Signature Pages of the other Stockholders with respect to such Stockholders Agreement, a New Jersey limited liability company shall constitute one and the same document in accordance with the terms of such Stockholders Agreement. DOMAIN PARTNERS, III, L.P. One Xxxxxx Square Associates III, L.P. By: /s/ Xxxxx X. Xxxxx ------------------------------------ Name: Xxxxx X. Xxxxx ------------------------------------ Title: General Partner ------------------------------------ Address: Xxx Xxxxxx Xxxxxx Princeton, N.J. 08542 STOCKHOLDERS AGREEMENT BY AND AMONG LION BIOSCIENCE AKTIENGESELLSCHAFT AND EACH STOCKHOLDER NAMED THEREIN The undersigned hereby executes and delivers the Stockholders Agreement (the "Rights AgentSTOCKHOLDERS AGREEMENT")) to which this Signature Page is attached, to purchase from the Company at any time before 5:00 p.m. (New York City time) on October 14which Stockholders Agreement and Signature Page, 2009 (the tenth anniversary together with all counterparts of such Stockholders Agreement and Signature Pages of the date other Stockholders with respect to such Stockholders Agreement, shall constitute one and the same document in accordance with the terms of consummation of such Stockholders Agreement. DP III ASSOCIATES, L.P. One Xxxxxx Square Associates III, L.P. By: /s/ Xxxxx X. Xxxxx ------------------------------------ Name: Xxxxx X. Xxxxx ------------------------------------ Title: General Partner ------------------------------------ Address: Xxx Xxxxxx Xxxxxx Princeton, N.J. 08542 STOCKHOLDERS AGREEMENT BY AND AMONG LION BIOSCIENCE AKTIENGESELLSCHAFT AND EACH STOCKHOLDER NAMED THEREIN The undersigned hereby executes and delivers the initial public offering of the Common Stock) (unless such date is extended prior thereto by the Board of Directors) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, non-assessable share of Series A Junior Participating Preferred Stock Stockholders Agreement (the "Preferred StockSTOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which Stockholders Agreement and Signature Page, together with all counterparts of such Stockholders Agreement and Signature Pages of the Companyother Stockholders with respect to such Stockholders Agreement, at shall constitute one and the Purchase Price same document in accordance with the terms of such Stockholders Agreement. DOMAIN ASSOCIATES, L.L.C. By: /s/ Xxxxx X. Xxxxx ----------------------------------- Name: Xxxxx X. Xxxxx ----------------------------------- Title: Managing Member ----------------------------------- Address: Xxx Xxxxxx Xxxxxx Princeton, N.J. 08542 STOCKHOLDERS AGREEMENT BY AND AMONG LION BIOSCIENCE AKTIENGESELLSCHAFT AND EACH STOCKHOLDER NAMED THEREIN The undersigned hereby executes and delivers the Stockholders Agreement (as defined in the Rights Agreement)"STOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which shall initially be $_____ [insert the amount equal to the product Stockholders Agreement and Signature Page, together with all counterparts of four times the average daily closing price such Stockholders Agreement and Signature Pages of the other Stockholders with respect to such Stockholders Agreement, shall constitute one and the same document in accordance with the terms of such Stockholders Agreement. ONE XXXXXX SQUARE ASSOCIATES II, III, LP By: /s/ Xxxxx X. Xxxxx ----------------------------------- Name: Xxxxx X. Xxxxx ----------------------------------- Title: General Partner ----------------------------------- Address: ------------------------------- ------------------------------- ARTICLE VSCHEDULE A Options to Purchase Stockholder's Name Share of Common Stock for the first five days Common Stock ------------------ --------------------- ------------------- Xxxxxx X. Xxxxxxxxx 0 242,557 Xxxxx X. Xxxxx 30,000 27,358 Xxxxxxx X. Grey 23,000 600,000 Xxxxxxxx X. Xxxxxxx 1,000 295,000 Xxxxxx X. Xxxxx 11,460 29,841 Xxxxxx X. Xxxxxx 261,258 65,010 Xxxx X. Xxxxxxxx 20,000 Xxxxx X.X. Xxxxxx 15,000 Xxxxxx Grass 1,398,200 225,000 Xxxxxx X. Xxxxx 0 175,000 Xxxxxxx Xxxxxxx 0 213,500 Xxxxxx Xxx 0 60,000 Xxxx Xxxxxxxx 4,996 225,000 Xxxxx Xxxxxxx 0 151,700 Xxxx Xxxxx 5,356 156,000 Xxxx Xxxxxxxx 2,496 150,000 Xxxxxxx Xxxxx 125,000 225,000 XxxxXxxxxxxxx.xxx Inc. *725,000 0 Domain Partners, II, LP **962,724 0 Domain Partners, III, LP **891,133 0 DP III Associates, LP **30,936 0 Domain Associates, LLC **6,966 0 One Xxxxxx Square Associates II, III, LP *119,300 0 * Based on information from Xxxxxx Group/Xxxxxxx Financial ** As of trading subsequent to the consummation of the initial public offering of the Common Stock] per one one-thousandth of a shareMarch 31, upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of October __, 0000, [xxx xxxxx of business on the fifth day of trading subsequent to the consummation of the initial public offering of the Common Stock] based on the Preferred Stock as constituted at such date. The Company reserves the right to require before the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that a number of Rights be exercised so that only whole shares of Preferred Stock will be issued.2000