EXHIBIT 1
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GROUP AGREEMENT
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THIS GROUP AGREEMENT ("Agreement"), dated as of July 18,
2000, is among International Specialty Products Inc. and the other parties
signatory hereto (collectively, the "Investors") with respect to shares of
common stock (the "Shares") of Life Technologies, Inc., a Delaware corporation
(the "Company).
RECITALS:
WHEREAS, as of the date hereof, each of the Investors owns
or controls, directly or indirectly, that number of Shares set forth after its
name on the signature pages to this Agreement;
WHEREAS, each of the Investors is party to one or more
agreements with certain of the Investors with respect to Shares of the Company,
which agreements have been described in certain Schedule 13D filings previously
made by the applicable Investors (collectively, the "Previous Agreements"); and
WHEREAS, the Investors intend for the Previous Agreements
to continue in full force and effect and, except as specifically set forth in
this Agreement, nothing in this Agreement shall be deemed to supersede any of
the terms of the Previous Agreements.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. Each Investor hereby represents and warrants to each of
the other Investors that, as of the date hereof, such Investor owns or controls,
directly or indirectly, that number of Shares set forth after such Investor's
name on the signature pages to this Agreement.
2. Each of the Investors hereby agrees that until the
earlier of (i) the closing date under, or the termination date of, the Agreement
and Plan of Merger, dated as of July 7, 2000, between Invitrogen Corporation and
the Company and (ii) December 31, 2000 (such earlier date being the "Termination
Date"), such Investor shall not sell or otherwise dispose of any Shares,
including, without limitation, pursuant to open market sales, privately
negotiated transactions or tender offers, unless each of the other Investors
mutually agrees to the contrary; provided, however, that Bear, Xxxxxxx & Co.
Inc. shall be permitted to make sales of Shares pursuant to its market-making
activities so long as Bear, Xxxxxxx continues to own at all times prior to the
Termination Date no less than 300,000 Shares.
3. Each of the Investors hereby agrees that, until the
Termination Date, with respect to any matter presented for a vote of the
stockholders of the Company, it shall take all necessary or desirable actions
within its control (including, without limitation, attendance at meetings in
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person or by proxy for purposes of obtaining a quorum and execution of written
consents in lieu of meetings) to vote or cause to be voted all of its Shares
with respect to such matter in accordance with any written instruction signed by
Investors holding at least 80% of the issued and outstanding Shares owned or
controlled by the Investors and entitled to vote on such matter. If no such
written instruction is given on any matter prior to the date of the vote, each
Investor will abstain from voting on such matter.
4. Each of the Investors 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 Investor for the common benefit of all Investors shall
be shared by the Investors on a pro rata basis, subject to the limitation that
no Investor shall be responsible for more than $5,000 in pro rata expenses
pursuant hereto without their prior written consent. Each of the Investors
hereby agrees to join with International Specialty Products Inc. in a Schedule
13D filing and any required amendments thereto.
5. Each of the Investors represents and warrants to each of
the other Investors that, except for this Agreement and the Previous Agreements,
such Investor is not 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 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 Investors hereby agrees not to enter into
any other such contract, understanding, relationship or arrangement prior to the
Termination Date without the written consent of each of the other Investors.
6. 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.
[signature pages to follow]
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IN WITNESS WHEREOF, the undersigned has duly executed this
Agreement as of the date written above.
INTERNATIONAL SPECIALTY PRODUCTS INC.
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Senior Vice President and Treasurer
Shares owned: 3,506,270
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IN WITNESS WHEREOF, the undersigned has duly executed this
Agreement as of the date written above.
THE XXXXX REVOCABLE TRUST
By: /s/ X. Xxxxx
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Name: X. Xxxxx
Title: Trustee
Shares owned: 397,100
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IN WITNESS WHEREOF, the undersigned has duly executed this
Agreement as of the date written above.
BEAR, XXXXXXX & CO. INC.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Senior Managing Director
Shares owned: No less than 300,000
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IN WITNESS WHEREOF, the undersigned has duly executed this
Agreement as of the date written above.
/s/ Xxxxxxxxx X. Xxxxx
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Xxxxxxxxx X. Xxxxx
Shares owned: 714,895
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IN WITNESS WHEREOF, the undersigned has duly executed this
Agreement as of the date written above.
/s/ X. Xxxxx
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X. Xxxxx
Shares owned: 135,500
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