AGREEMENT
THIS AGREEMENT ("Agreement"), dated as of November __, 1998, is among
International Specialty Products Inc. and the other parties signatory hereto
with respect to shares of common stock (the "Shares") of Life Technologies,
Inc., a Delaware corporation (the "Company").
As of the date hereof, each of the parties hereto owns, directly or
indirectly, that number of shares set forth after its respective name on the
signature page to this Agreement.
Each of the parties hereto agrees to bear its own costs and expenses
incurred in connection with its ownership of Shares, this Agreement and any
transaction entered into pursuant to this Agreement; provided, however, that
expenses incurred by any party for the common benefit of all shall be shared by
the parties hereto on a pro rata basis. Each party hereto agrees to join with
ISP in a Schedule 13D filing and any required amendments thereto.
Except for this Agreement, none of the parties hereto is a party to any
other contract, understanding, relationship or arrangement with any other person
or entity with respect to any equity securities of the Company, including any
such contract, understanding, relationship or arrangement requiring disclosure
under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder. Each of the parties hereto agrees
not to enter into any other such contract, understanding, relationship or
arrangement for a period of six months from the date hereof without the written
consent of the other parties hereto.
This Agreement sets forth the entire understanding of the parties hereto
with respect to the subject matter hereof. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
NYFS01...:\01\47201\0001\2037\AGRN258P.350
IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of
the date written above.
[NAME OF PARTY]
By:
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Name:
Title:
Shares owned: ____________
INTERNATIONAL SPECIALTY PRODUCTS INC.
By:
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Name:
Title:
Shares owned: ____________
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