EXHIBIT 4.2
CHEMDEX CORPORATION
THIRD AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
This THIRD AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (the
"Agreement") is entered into as of March 24, 1999 by and among Chemdex
---------
Corporation, a Delaware corporation with headquarters at 0000 Xxxxxx Xxx, Xxxx
Xxxx, XX 00000 (the "Company"), the holders of the Company's Common Stock listed
-------
on Exhibit 1 hereto (the "Founders"), and the individuals and entities listed on
--------- --------
Exhibit 2 hereto (the "Purchasers"). The Founders and the Purchasers are
--------- ----------
referred to herein as the "Stockholders." All outstanding shares of any class
------------
or series held by any Stockholder, whether presently owned or acquired in the
future, are referred to herein as the "Shares."
------
RECITALS
--------
A. The Company proposes to sell shares of Series C Preferred Stock to
certain of the Purchasers pursuant to that certain Series C Preferred Stock
Purchase Agreement (the "Purchase Agreement") by and among the Company and
------------------
certain of the Purchasers of even date herewith.
B. By this Agreement, the Company and the Stockholders desire to provide
for certain registration, voting and other rights as set forth herein.
C. This Agreement amends and restates in its entirety that certain Second
Amended and Restated Investors' Rights Agreement dated March 5, 1999 (the "Prior
-----
Agreement") by and among the Company, the Founders and certain of the
---------
Purchasers.
AGREEMENT
---------
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants contained herein, the parties agree as follows:
1. Registration Rights.
-------------------
1.1 Certain Definitions. As used in this Section 1, the following
-------------------
terms shall have the following respective meanings:
(a) "Commission" shall mean the Securities and Exchange
----------
Commission or any other federal agency at the time administering the Securities
Act.
(b) "Common Stock" shall mean the Common Stock, $.0001 par
------------
value, of the Company.
(c) "Holder" shall mean any stockholder of the Company holding
------
Registrable Securities and any person holding Registrable Securities to whom the
rights under this Section 1 have been transferred in accordance with Sections
1.11 and 5.3 hereof.
-1-
(d) "Initiating Holders" shall mean any Holder or Holders of
------------------
at least thirty percent (30%) of the then-outstanding Registrable Securities
(adjusted after the original issuance thereof for stock splits, stock dividends,
recapitalizations and the like).
(e) "Registrable Securities" means (i) the Common Stock issued
----------------------
or issuable upon conversion of the Series A Preferred Stock, Series B Preferred
Stock and Series C Preferred Stock ("the Conversion Stock") or presently owned
by any party hereto; (ii) Common Stock issued to VWR Scientific Products
Corporation ("VWR"); (iii) Common Stock issued or issuable upon conversion of
---
the Series B Preferred Stock issued or issuable upon exercise of the warrant
issued to Comdisco, Inc.; (iv) Common Stock issued or issuable upon exercise of
the warrant to purchase Common Stock issued to Xxxxx Partners III, L.P., Xxxxx
Partners International III, L.P., and Xxxxx Employee Fund III, L.P.
(collectively, "Xxxxx"); (v) Common Stock issued to Biotechnology Industry
-----
Organization; and (vi) common stock issued in lieu of the stock referred to in
(i), (ii), (iii), (iv) or (v) above in any reorganization or as a result of a
stock split, stock dividend, recapitalization or the like. Registrable
Securities shall cease to be Registrable Securities when (x) a registration
statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been disposed
of in accordance with such registration statement or (y) such securities shall
have been publicly distributed pursuant to an exemption from the registration
requirements of the Securities Act.
(f) The terms "register," "registered" and "registration" refer
-------- ---------- ------------
to a registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.
(g) "Registration Expenses" shall mean all expenses, except as
---------------------
otherwise stated below, incurred by the Company in complying with Sections 1.2,
1.3 and 1.4 hereof, including, without limitation, all registration,
qualification and filing fees, printing expenses, escrow fees, fees and
disbursements of counsel for the Company, blue sky fees and expenses, the
expense of any special audits incident to or required by any such registration
(but excluding the compensation of regular employees of the Company which shall
be paid in any event by the Company) and the reasonable fees and disbursements
of one counsel for all Holders in the event of each registration provided for in
Sections 1.2, 1.3 and 1.4 hereof.
(h) "Securities Act" shall mean the Securities Act of 1933, as
--------------
amended, or any similar federal statute and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
(i) "Selling Expenses" shall mean all underwriting discounts,
----------------
selling commissions and stock transfer taxes applicable to the securities
registered by the Holders and, except as set forth above, all reasonable fees
and disbursements of counsel for the selling Holders.
1.2 Requested Registration.
----------------------
(a) Request for Registration. In case the Company shall receive
------------------------
from Initiating Holders a written request that the Company effect any
registration with respect to at
-2-
least twenty percent (20%) of their Registrable Securities, or any lesser
percentage if the reasonably anticipated aggregate receipts, net of underwriting
discounts and commissions, would exceed $2,000,000, the Company will:
(i) promptly give written notice of the proposed
registration, qualification or compliance to all other Holders; and
(ii) as soon as practicable, use its best efforts to effect
such registration, qualification or compliance (including, without limitation,
appropriate qualification under applicable blue sky or other state securities
laws and appropriate compliance with applicable regulations issued under the
Securities Act and any other governmental requirements or regulations) as may be
so requested and as would permit or facilitate the sale and distribution of all
or such portion of such Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any Holder or
Holders joining in such request as are specified in a written request received
by the Company within twenty (20) days after receipt of such written notice from
the Company; provided, however, that the Company shall not be obligated to take
-------- -------
any action to effect any such registration, qualification or compliance pursuant
to this Section 1.2:
(A) In any particular jurisdiction in which the
Company would be required to execute a general consent to service of process in
effecting such registration, qualification or compliance unless the Company is
already subject to service in such jurisdiction and except as may be required by
the Securities Act;
(B) At any time prior to the earlier of six months
after the effective date of the Company's initial public offering of its
securities pursuant to a registration statement declared effective under the
Securities Act;
(C) Within ninety (90) days of the effective date of,
any registration statement pertaining to securities of the Company (other than a
registration of securities in a Rule 145 transaction or with respect to an
employee benefit plan), provided that the Company is actively employing in good
faith all reasonable efforts to cause such registration statement to become
effective;
(D) After the Company has effected two such
registrations pursuant to this Section 1.2(a); or
(E) If the Company shall furnish to such Holders a
certificate signed by the President of the Company stating that in the good
faith judgment of the Board of Directors it would be detrimental to the Company
or its Holders for a registration statement to be filed in the near future, then
the Company's obligation to use its best efforts to register, qualify or comply
under this Section 1.2 shall be deferred for a period not to exceed ninety (90)
days from the date of receipt of written request from the Initiating Holders,
provided that the Company may not use this right more than once in any twelve
month period.
-3-
Subject to the foregoing clauses (A) through (E), the Company shall file a
registration statement covering the Registrable Securities so requested to be
registered as soon as practicable, after receipt of the request or requests of
the Initiating Holders.
(b) Underwriting. In the event that a registration pursuant to
------------
Section 1.2 is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as part of the notice given pursuant to
Section 1.2(a)(i). In such event, the right of any Holder to participate in
such registration shall be conditioned upon such Holder's participation in the
underwriting arrangements required by this Section 1.2, and the inclusion of
such Holder's Registrable Securities in the underwriting to the extent requested
and shall be limited to the extent otherwise provided herein.
The Company shall (together with all Holders proposing to distribute their
securities through such underwriting) enter into an underwriting agreement in
customary form with the managing underwriter selected for such underwriting by a
majority in interest of the Initiating Holders, but subject to the Company's
reasonable approval. Notwithstanding any other provision of this Section 1.2, if
the managing underwriter advises the Initiating Holders in writing that
marketing factors require a limitation of the number of shares to be
underwritten, then the Company shall so advise all participating Holders and the
number of shares of Registrable Securities that may be included in the
registration and underwriting shall be allocated among all Holders thereof in
proportion, as nearly as practicable, to the respective amounts of Registrable
Securities held by such Holders at the time of filing the registration
statement; provided, that any securities held by a Founder shall first be
excluded before any securities held by any selling Holder are excluded. No
Registrable Securities excluded from the underwriting by reason of the
underwriter's marketing limitation shall be included in such registration. To
facilitate the allocation of shares in accordance with the above provisions, the
Company or the underwriters may round the number of shares allocated to any
Holder to the nearest 100 shares.
If any Holder of Registrable Securities disapproves of the terms of the
underwriting, such person may elect to withdraw therefrom by written notice to
the Company, the managing underwriter and the Initiating Holders. The
Registrable Securities, and/or other securities so withdrawn shall also be
withdrawn from registration, and such securities shall not be transferred in a
public distribution prior to ninety (90) days after the effective date of such
registration, or such other shorter period of time as the underwriters may
require.
If the underwriter has not limited the number of Registrable Securities to
be underwritten, the Company may include securities for its own account (or for
the account of other purchasers) in such registration if the managing
underwriter so agrees and if the number of Registrable Securities that would
otherwise have been included in such registration and underwriting will not
thereby be limited.
1.3 Company Registration.
--------------------
(a) Notice of Registration. If at any time or from time to time
----------------------
the Company shall determine to register any of its securities, either for its
own account or the account of a security holder or holders, other than (i) a
registration relating solely to employee
-4-
benefit plans, (ii) a registration relating solely to a Commission Rule 145
transaction, or (iii) a registration effected pursuant to Section 1.2 hereof,
the Company will:
(i) promptly give to each Holder written notice thereof;
and
(ii) include in such registration (and any related
qualification under blue sky laws or other compliance), and in any underwriting
involved therein, all the Registrable Securities specified in a written request
or requests, made within twenty (20) days after receipt of such written notice
from the Company, by any Holder.
(b) Underwriting. If the registration of which the Company gives
------------
notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as a part of the written notice given
pursuant to Section 1.3(a)(i). In such event the right of any Holder to
registration pursuant to Section 1.3 shall be conditioned upon such Holder's
participation in such underwriting to the extent provided herein. All Holders
proposing to distribute their securities through such underwriting shall
(together with the Company and the other holders distributing their securities
through such underwriting) enter into an underwriting agreement in customary
form with the managing underwriter selected for such underwriting by the
Company, but subject to the reasonable approval of Holders holding more than a
majority of the Registrable Securities to be included in such registration.
Notwithstanding any other provision of this Section 1.3, if the managing
underwriter determines that marketing factors require limitation of the number
of shares to be underwritten, the managing underwriter may limit the Registrable
Securities to be included in such registration. The Company shall so advise all
Holders and other holders distributing their securities through such
underwriting and the number of shares of securities that may be included in the
registration and underwriting (other than in behalf of the Company) shall be
allocated among all Holders and such other holders (provided that such other
holders have contractual rights to participate in such registration which are
not subordinate to the Holders) in proportion, as nearly as practicable, to the
respective amounts of Registrable Securities or other securities requested to be
included in such registration by such Holders and such other holders; provided,
--------
however, in no event shall the amount of Registrable Securities of the Holders
-------
included in the offering be reduced below thirty percent (30%) of the total
amount of securities included in such offering, unless such offering is the
initial public offering of the Company's securities in which case the Holders
may be excluded entirely if the underwriters make the determination described
above or the Holders holding a majority of the Registrable Securities consent in
writing to such a reduction. In no event will shares of any other selling
shareholder be included in such registration which would reduce the number of
shares which may be included by Holders without the written consent of Holders
of not less than sixty-six and two-thirds percent (66-2/3%) of the Registrable
Securities proposed to be sold in the offering. To facilitate the allocation of
shares in accordance with the above provisions, the Company may round the number
of shares allocated to any Holder or holder to the nearest 100 shares. If any
Holder or holder disapproves of the terms of any such underwriting, he may elect
to withdraw therefrom by written notice to the Company and the managing
underwriter. Any securities excluded or withdrawn from such underwriting shall
be withdrawn from such registration, and shall not be transferred in a public
distribution prior to
-5-
ninety (90) days after the effective date of the registration statement relating
thereto, or such other shorter period of time as the underwriters may require.
1.4 Registration on Form S-3.
------------------------
(a) If any Holder or Holders request that the Company file a
registration statement on Form S-3 (or any successor form to Form S-3) for a
public offering of shares of the Registrable Securities the reasonably
anticipated aggregate price to the public of which, net of underwriting
discounts and commissions, would exceed $5,000,000, and the Company is a
registrant entitled to use Form S-3 to register the Registrable Securities for
such an offering, the Company shall use its best efforts to cause such
Registrable Securities to be registered for the offering on such form and to
cause such Registrable Securities to be qualified in such jurisdictions as the
Holder or Holders may reasonably request; provided, however, that the Company
-------- -------
shall not be required to effect more than one (1) registration pursuant to this
Section 1.4 in any twelve (12) month period. The substantive provisions of
Section 1.2(b) shall be applicable to each registration initiated under this
Section 1.4.
(b) Notwithstanding the foregoing, the Company shall not be
obligated to take any action pursuant to this Section 1.4:
(i) in any particular jurisdiction in which the Company
would be required to execute a general consent to service of process in
effecting such registration, qualification or compliance unless the Company is
already subject to service in such jurisdiction and except as may be required by
the Securities Act;
(ii) if the Company, within ten (10) days of the receipt
of the request of the Holders, gives notice of its bona fide intention to effect
the filing of a registration statement with the Commission within sixty (60)
days of receipt of such request (other than with respect to a registration
statement relating to a Rule 145 transaction, an offering solely to employees or
any other registration which is not appropriate for the registration of
Registrable Securities);
(iii) within one hundred eighty (180) days of the effective
date of any registration referred to in Sections 1.2 and 1.3 above for the
Company's initial public offering, provided that the Company is actively
employing in good faith all reasonable efforts to cause such registration
statement to become effective; or
(iv) if the Company shall furnish to such Holder a
certificate signed by the President of the Company stating that in the good
faith judgment of the Board of Directors it would be detrimental to the Company
or the Holders for registration statements to be filed in the near future, then
the Company's obligation to use its best efforts to file a registration
statement shall be deferred for a period not to exceed ninety (90) days from the
receipt of the request to file such registration by such Holder, provided that
the Company may not use this right more than once in any twelve month period.
-6-
1.5 Limitations on Subsequent Registration Rights. From and after
---------------------------------------------
the date hereof, without the approval of the holders of a majority of the
Registrable Securities, the Company shall not enter into any agreement granting
any holder or prospective holder of any securities of the Company registration
rights superior to or on par with those of the Holders.
1.6 Expenses of Registration. All Registration Expenses incurred in
------------------------
connection with all registrations pursuant to Sections 1.2, 1.3 and 1.4 shall be
borne by the Company. Unless otherwise stated, all Selling Expenses relating to
securities registered on behalf of the Holders shall be borne by the Holders of
such securities pro rata on the basis of the number of shares so registered.
1.7 Registration Procedures. In the case of each registration,
-----------------------
qualification or compliance effected by the Company pursuant to this Section 1,
the Company will keep each Holder advised in writing as to the initiation of
each registration and as to the completion thereof. At its expense the Company
will:
(a) Prepare and file with the Commission a registration
statement with respect to such securities and use its best efforts to cause such
registration statement to become and remain effective for at least one hundred
eighty (180) days or until the distribution described in the registration
statement has been completed;
(b) Furnish to the Holders participating in such registration
and to the underwriters of the securities being registered such reasonable
number of copies of the registration statement, preliminary prospectus, final
prospectus and such other documents as such underwriters may reasonably request
in order to facilitate the public offering of such securities.
(c) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement.
(d) Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably requested by the Holders,
provided that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions.
(e) In the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering. Each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement.
(f) Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a
-7-
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing.
(g) Use its best efforts to furnish, at the request of any
Holder requesting registration of Registrable Securities pursuant to this
Section 1, on the date that such Registrable Securities are delivered to the
underwriters for sale in connection with a registration pursuant to this Section
1, if such securities are being sold through underwriters, or, if such
securities are not being sold through underwriters, on the date that the
registration statement with respect to such securities becomes effective, (i) an
opinion, dated such date, of the counsel representing the Company for the
purposes of such registration, in form and substance as is customarily given to
underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to the Holders requesting registration of Registrable Securities and
(ii) a letter dated such date, from the independent certified public accountants
of the Company, in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering,
addressed to the underwriters, if any, and to the Holders requesting
registration of Registrable Securities.
(h) Use its best efforts to cause the Registrable Securities to
be listed on a national securities exchange registered under Section 6 of the
Exchange Act or automated trading system operated by the National Association of
Securities Dealers, Inc. as of the date of this Agreement.
1.8 Indemnification.
---------------
(a) The Company will indemnify each Holder, each of its officers
and directors and partners, and each person controlling such person within the
meaning of Section 15 of the Securities Act, with respect to which registration,
qualification or compliance has been effected pursuant to this Section 1,
against all expenses, claims, losses, damages or liabilities (or actions in
respect thereof), including any of the foregoing incurred in settlement of any
litigation, commenced or threatened, arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other document, or any
amendment or supplement thereto, incident to any such registration,
qualification or compliance, or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which they were made,
not misleading, or any violation by the Company of the Securities Act or any
rule or regulation promulgated under the Securities Act applicable to the
Company in connection with any such registration, qualification or compliance,
and the Company will reimburse each such Holder, each of its officers and
directors, and each person controlling such Holder, for any legal and any other
expenses reasonably incurred in connection with investigating, preparing or
defending any such claim, loss, damage, liability or action, provided that the
Company will not be liable to any such person in any such case to the extent
that any such claim, loss, damage, liability or expense arises out of or is
based on any untrue statement or omission (or alleged untrue statement or
omission), made in reliance upon and in conformity with written information
furnished to the Company by an instrument duly executed
-8-
by such Holder, controlling person or underwriter and stated to be specifically
for use therein or the preparation thereby.
(b) Each Holder will, if Registrable Securities held by such
Holder are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify the Company, each of
its directors and officers, each person who controls the Company within the
meaning of Section 15 of the Securities Act, and each other such Holder, each of
its officers and directors and each person controlling such Holder within the
meaning of Section 15 of the Securities Act, against all claims, losses, damages
and liabilities (or actions in respect thereof) arising out of any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other document, or any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse the Company, such Holders, such directors, officers, persons,
underwriters or control persons for any legal or any other expenses reasonably
incurred in connection with investigating, preparing or defending any such
claim, loss, damage, liability or action, in each case to the extent, but only
to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in such registration statement,
prospectus, offering circular or other document in reliance upon and in
conformity with written information furnished to the Company by an instrument
duly executed by such Holder and stated to be specifically for use therein or
the preparation thereby. Notwithstanding the foregoing, the liability of each
Holder under this subsection (b) shall be limited to an amount equal to the net
proceeds received for the shares sold by such Holder.
(c) Each party entitled to indemnification under this Section
1.8 (the "Indemnified Party") shall give notice to the party required to provide
-----------------
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
------------------
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not unreasonably be
withheld), and the Indemnified Party may participate in such defense at such
party's expense, and provided further that the failure of any Indemnified Party
to give notice as provided herein shall not relieve the Indemnifying Party of
its obligations under this Section 1 unless the failure to give such notice is
materially prejudicial to an Indemnifying Party's ability to defend such action
and provided further, that the Indemnifying Party shall not assume the defense
for matters as to which there is a conflict of interest or separate and
different defenses. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party a release from all liability in respect to such claim or
litigation.
(d) If the indemnification provided for in this Section 1.8 is
held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable
-9-
by such indemnified party as a result of such loss, liability, claim, damage, or
expense in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the other
in connection with the statements or omissions that resulted in such loss,
liability, claim, damage or expense as well as any other relevant equitable
considerations; provided, that in no event shall any contribution by a Holder
--------
under this Subsection 1.8(d) exceed the net proceeds from the offering received
by such Holder, except in the case of willful fraud by such Holder. The relative
fault of the indemnifying party and of the indemnified party shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates to
information supplied by the indemnifying party or by the indemnified party and
the parties' relative intent, knowledge, access to information, and opportunity
to correct or prevent such statement or omission.
(e) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.
1.9 Information by Holder. The Holders of securities included in any
---------------------
registration shall furnish to the Company such information regarding such
Holders, the Registrable Securities held by them and the distribution proposed
by such Holders as the Company may request in writing and as shall be required
in connection with any registration, qualification or compliance referred to in
this Section 1.
1.10 Rule 144 Reporting. With a view to making available the
------------------
benefits of certain rules and regulations of the Commission which may at any
time permit the sale of the Registrable Securities to the public without
registration, after such time as a public market exists for the Common Stock of
the Company, the Company agrees to use its best efforts to:
(a) Make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act, at all times
after the effective date that the Company becomes subject to the reporting
requirements of the Securities Act or the Exchange Act.
(b) Use its best efforts to file with the Commission in a
timely manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act (at any time after it has become subject to
such reporting requirements);
(c) So long as a Purchaser owns any Registrable Securities to
furnish to such Purchaser forthwith upon request a written statement by the
Company as to its compliance with the reporting requirements of said Rule 144
(at any time after ninety (90) days after the effective date of the first
registration statement filed by the Company for an offering of its securities to
the general public), and of the Securities Act and the Exchange Act (at any time
after it has become subject to such reporting requirements), a copy of the most
recent annual or quarterly report of the Company, and such other reports and
documents of the Company and other information in the possession of or
reasonably obtainable by the Company as such
-10-
Purchaser may reasonably request in availing itself of any rule or regulation of
the Commission allowing such Purchaser to sell any such securities without
registration.
1.11 Transfer of Registration Rights. The rights to cause the
-------------------------------
Company to register securities granted to a Purchaser under Sections 1.2, 1.3
and 1.4 may be assigned to a transferee or assignee in connection with any
transfer or assignment of Registrable Securities by a Purchaser provided that
the transferor provides the Company with written notice of the proposed transfer
and: (i) the transferee acquires all of the transferor's Registrable Securities
not sold to the public; (ii) the transferee acquires at least 100,000 shares of
the transferor's Registrable Securities not sold to the public; or (iii) the
transferee is a partner, member, stockholder or affiliate of the Holder.
1.12 Standoff Agreement. Each Holder agrees in connection with the
------------------
Company's initial public offering of the Company's securities that, upon request
of the Company or the underwriters managing any underwritten offering of the
Company's securities, not to sell, make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of any Registrable Securities
(other than those included in the registration) without the prior written
consent of the Company or such underwriters, as the case may be, for such period
of time as is agreed upon by holders of a majority of the outstanding capital
stock of the Company not to exceed a period commencing upon the effective date
of such registration and ending one hundred and eighty (180) days thereafter;
provided, that the officers and directors of the Company who own stock of the
Company and any stockholder holding more than five percent (5%) of the
outstanding voting securities of the Company also agree to such restrictions.
1.13 Termination. Any registration rights granted pursuant to this
-----------
Section 1 shall terminate with respect to any Holder at such date, upon the date
that is five (5) years after the closing date of the Company's initial public
offering. In addition, the registration rights granted hereunder to any Holder
shall be suspended during any period after the Company's initial registered
public offering, when all remaining Registrable Securities held or entitled to
be held by such Holder may be sold under Rule 144(k) during any three (3) month
period.
2. Right of First Refusal Upon Issuance of Securities by the Company.
-----------------------------------------------------------------
2.1 Right of First Refusal. The Company hereby grants to each
----------------------
Purchaser or any transferees pursuant to Section 2.1(f) hereof (collectively,
hereinafter, the "Rights Holders") the right of first refusal to purchase, pro
--------------
rata, all or any part of New Securities (as defined in Section 2.1(b)) which the
Company may, from time to time, propose to sell and issue. For purposes of this
right of first refusal, a pro rata share for a Rights Holder is the ratio that
the sum of the total number of shares of Common Stock and of Conversion Stock
(and other shares issuable upon conversion and exercise of all convertible or
exercisable securities) then held by such Rights Holder bears to the sum of the
total number of shares of Conversion Stock and Common Stock then outstanding
(assuming full conversion and exercise of all convertible or exercisable
securities).
(a) "Equity Securities" shall mean any securities having voting
rights in the election of the Board of Directors not contingent upon default, or
any securities evidencing
-11-
an ownership interest in the Company, or any securities convertible into or
exercisable for any shares of the foregoing, or any securities issuable pursuant
to any agreement or commitment to issue any of the foregoing.
(b) Except as set forth below, "New Securities" shall mean any
Equity Securities, whether now authorized or not, and rights, options or
warrants to purchase said Equity Securities. Notwithstanding the foregoing, "New
Securities" does not include (i) up to an aggregate of 14,890,000 shares of
Common Stock issued to employees, officers, consultants or directors of the
Company pursuant to sales or options granted at any time after the date of
incorporation of the Company or pursuant to a plan or agreement approved by at
least two-thirds of the Company's Board of Directors or a committee of the Board
of Directors that has been authorized by at least two-thirds of the Board of
Directors; (ii) securities offered to the public generally pursuant to a
registration statement in a Qualified IPO (as defined below); (iii) securities
issued pursuant to the acquisition of another corporation by the Company by
merger, purchase of substantially all of the assets or other reorganization
whereby the Company or the Purchasers own not less than fifty-one (51%) percent
of the voting power of the surviving or successor corporation; (iv) the
Conversion Stock; (v) stock issued pursuant to any rights or agreements
including, without limitation, convertible securities, options and warrants,
provided that the right of first refusal established by this Section 2 applies
with respect to the initial sale or grant by the Company of such rights or
agreements; (vi) stock issued in connection with any stock split, stock dividend
or recapitalization by the Company; (vii) shares of Common Stock issued to VWR
pursuant to the Common Stock Purchase Agreement between VWR and the Company
dated March 5, 1999; (viii) shares issued pursuant to the Purchase Agreement;
(ix) that certain warrant to purchase 100,000 shares of Common Stock issued to
Xxxxx and the Common Stock issued or issuable upon exercise thereof; and (x)
that certain warrant to purchase 210,000 shares of Series B Preferred Stock
issued to Comdisco, Inc., the shares of Series B Preferred Stock issued or
issuable upon exercise thereof and the Common Stock issuable upon conversion of
such Series B Preferred Stock.
(c) In the event the Company proposes to undertake an issuance
of New Securities, it shall give each Rights Holder written notice of its
intention, describing the type of New Securities, and the price and terms upon
which the Company proposes to issue the same. Each Rights Holder shall have
fifteen (15) days from the date of receipt of any such notice to agree to
purchase up to its respective pro rata share of such New Securities for the
price and upon the applicable terms specified in the notice by giving written
notice to the Company and stating therein the quantity of New Securities to be
purchased. If not all of the Rights Holders elect to purchase their pro rata
share of the New Securities, then the Company shall promptly notify in writing
the Rights Holders who do so elect and shall offer such Rights Holders the right
to acquire such unsubscribed shares on a pro rata basis as measured among such
Rights Holders who do so elect. If the Rights Holders indicate a desire to
purchase a number of shares that exceeds the number of shares of such New
Securities to be offered by the Company, the number of shares purchasable by
each Rights Holder shall be reduced on a pro rata basis based on all shares of
Common Stock of the Company then owned by all such Rights Holders (determined on
a fully-diluted basis), until no such excess exists. Each Rights Holder shall
have five (5) days after
-12-
after receipt of such notice to notify the Company of its election to purchase
all or a portion thereof of the unsubscribed shares.
(d) In the event the Rights Holders fail to exercise the right of
first refusal in full within the periods identified in 2(c) above, the Company
shall have one hundred twenty (120) days thereafter to sell or enter into an
agreement (pursuant to which the sale of New Securities covered thereby shall be
closed, if at all, within sixty (60) days from the date of said agreement) to
sell the New Securities not elected to be purchased by Rights Holders at the
price and upon the terms no more favorable to the purchasers of such securities
than specified in the Company's notice. In the event the Company has not sold
the New Securities within said one hundred twenty (120) day period (or sold and
issued New Securities in accordance with the foregoing within sixty (60) days
from the date of said agreement), the Company shall not thereafter issue or sell
any New Securities, without first offering such securities in the manner
provided above.
(e) The right of first refusal granted under this Agreement shall
expire upon the earlier of (i) the effective date of the Company's initial
registered public offering pursuant to a firm commitment under written public
offering at an initial price per share to the public of at least $3.75 (as
adjusted for subsequent splits, dividends and recapitalizations) with aggregate
gross proceeds of not less than $20,000,000 (a "Qualified IPO") and (ii) a
-------------
consolidation or merger of this Company with or into any other corporation or
corporations (other than a wholly-owned subsidiary), or the sale, transfer or
other disposition of all or substantially all of the assets of this Company or
the consummation of any transaction or series of related transactions which
results in the Company's stockholders immediately prior to such transaction not
holding at least 50% of the voting power of the surviving or continuing entity.
(f) The right of first refusal hereunder may be assigned to a
transferee or assignee in connection with any transfer or assignment of
Registrable Securities provided that the transferor provides the Company with
written notice of the proposed transfer and (i) the transferee acquires all of
the transferor's Registrable Securities not sold to the public; (ii) the
transferee acquires at least 100,000 shares of the transferor's Registrable
Securities not sold to the public; or (iii) the transferee is a partner, member,
stockholder, employee or affiliate of the Holder, provided that all such
assignees and transferees shall have a single attorney-in-fact for the purpose
of exercising any rights, receiving notices or taking any action under this
Section 2.1.
(g) Each Purchaser that is a party to the Prior Agreement hereby
waives its rights set forth in Section 2.1 of the Prior Agreement to the extent
that such Purchaser is not purchasing its full pro rata portion of shares of the
Company's Series C Preferred Stock being issued in connection with the Series C
Stock Purchase Agreement of even date herewith.
3. Rights Upon Transfer by Founders. Each Founder hereby agrees as
--------------------------------
follows:
3.1 Notice of Proposed Transfer. Before any Founder may effect any
---------------------------
Transfer (as defined in this Section 3.1) of any of the Company's capital stock
(the "Offered Stock"), such Founder (the "Selling Founder") must give at the
------------- ---------------
same time to the Company and to the Purchasers a written notice signed by the
Selling Founder (the "Selling Founder's Notice")
------------------------
-13-
-13-
stating (a) the Selling Founder's bona fide intention to transfer such Offered
Stock; (b) the number of shares of the Offered Stock; (c) the name, address and
relationship, if any, to the Selling Founder of each proposed purchaser or other
transferee; and (d) the bona fide cash price or, in reasonable detail, other
consideration, per share for which the Selling Founder proposes to transfer such
Offered Stock (the "Offered Price"). Upon the request of the Company or any
-------------
Purchaser, the Selling Founder will promptly furnish such information to the
Company and to such Purchaser, as may be reasonably requested to establish that
the offer and proposed transferee are bona fide. "Transfer" shall mean any sale,
--------
assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift,
transfer by bequest, devise or descent, or other transfer or disposition of any
kind, including but not limited to transfers to receivers, levying creditors,
trustees or receivers in bankruptcy proceedings or general assignees for the
benefit of creditors, whether voluntary or by operation of law, directly or
indirectly, except: (i) any bona fide pledge if the pledgee executes a
counterpart copy of this Agreement and becomes bound thereby as a Founder; (ii)
any transfers by a Founder to such Founder's spouse, lineal descendant or
antecedent, father, mother, brother or sister of the Founder, the adopted child
or adopted grandchild of the Founder, or the spouse of any child, adopted child,
grandchild or adopted grandchild of the Founder, or to a trust or trusts for the
exclusive benefit of such Founder or such Founder's family members as described
in this Section, or transfers by a Founder by devise or descent, or to an
"affiliate" of the Founder (as that term is defined by the rules and regulations
promulgated under the Securities Act) in all cases if the transferee or other
recipient executes a counterpart copy of this Agreement and becomes bound
thereby as a Founder; or (iii) any transfer by a Founder made: (A) pursuant to a
merger or consolidation of the Company with or into another corporation or
corporations; (B) pursuant to the winding up and dissolution of the Company; (C)
at, and pursuant to, a Qualified IPO; (D) to a Purchaser pursuant to this
Agreement or (E) to the Company.
3.2 Right of First Refusal.
----------------------
(a) Company's Right. Pursuant to this Agreement, the Company
---------------
and its assignees shall have the right of first refusal to purchase all or any
part of the Selling Founder's Offered Stock, if the Company gives written notice
of the exercise of such right to a Selling Founder within thirty (30) days (the
"Company's Refusal Period") after the date of the Selling Founder's Notice to
-------------------------
the Company.
(b) Purchaser's Right. If the Company does not intend to
-----------------
exercise its right of first refusal referred to in subsection 3.2(a) above with
respect to any or all of the Offered Stock or if the Company is not lawfully
able to repurchase the Offered Stock, the Company will give written notice
thereof (the "Company's Expiration Notice") to the Selling Founder and
-----------------
Purchasers at least ten (10) business days before the expiration of the
Company's Refusal Period. The Company's Expiration Notice will specify the
amount of the Offered Stock which the Company does not intend to repurchase. In
such event, each Purchaser will have the Right of First Refusal to purchase all
or any part of the Offered Stock not purchased by the Company. If a Purchaser
desires to purchase Offered Stock, such Purchaser must, within the ten (10)
business day period (the "Purchaser Refusal Period") commencing on the date of
------------------------
notice of the Company's Expiration Notice, give written notice to the Selling
Founder and to the Company of such
-14-
Purchaser's election to purchase all or any part of the Offered Stock,
indicating the number of shares that such Purchaser desires to purchase. If
Purchasers indicate a desire to purchase a number of shares that exceeds the
number of shares of Offered Stock, the number of shares purchasable by each
Purchaser exercising its Right of First Refusal shall be reduced on a pro rata
basis based on all shares of Common Stock of the Company then owned by all such
Purchasers (determined on a fully-diluted basis) until no such excess exists.
(c) Purchase Price. The purchase price for the Offered Stock to
--------------
be purchased by the Company or by a Purchaser exercising its Right of First
Refusal under this Agreement will be the Offered Price, but will be payable as
set forth in Section 3.2(d) hereof. If the Offered Price includes consideration
other than cash, the cash equivalent value of the non-cash consideration will be
determined by the Board of Directors of the Company in good faith, which
determination will be binding upon the Company, such Purchaser and the Selling
Founder absent fraud or error.
(d) Payment. Payment of the purchase price for the Offered
-------
Stock purchased by the Company or by a Purchaser exercising its Right of First
Refusal will be made within seven (7) days after the date of the Purchaser's
Expiration Notice. Payment of the purchase price will be made, at the option of
the Company or, as the case may be, by the exercising Purchaser (i) in cash (by
cashier's check or wire transfer), (ii) by cancellation of all or a portion of
any outstanding indebtedness of the Selling Founder to the Company or the
Purchasers, as the case may be or (iii) by any combination of the foregoing.
(e) Rights as a Purchaser. If the Company and/or the
---------------------
Purchaser(s) exercise their Rights of First Refusal to purchase all of the
Offered Stock, then, upon the date the notice of such exercise is given by the
Company and/or the Purchaser(s), the Selling Founder will have no further rights
as a holder of such Offered Stock with respect to which a Right of First Refusal
has been exercised, except the right to receive payment for such Offered Stock
from the Company and/or the Purchaser(s), as the case may be, in accordance with
the terms of this Agreement, and the Selling Founder will forthwith cause all
certificate(s) evidencing such Offered Stock to be surrendered to the Company
for cancellation, and, as to purchase by the Purchaser(s), for transfer to the
Selling Founder(s).
(f) Selling Founder's Right To Transfer. If the Company and/or
-----------------------------------
the Purchasers have not elected to purchase all of the Offered Stock, then,
subject to the Right of Co-Sale described in Section 3.3 below, the Selling
Founder may transfer the Offered Stock permitted to be sold by the Selling
Founder to any person named as a purchaser or other transferee in the Selling
Founder's Notice, at the Offered Price or at a higher price, provided that such
transfer (i) is consummated within ninety (90) days after the date of the
Selling Founder's Notice and (ii) is in accordance with all the terms of this
Agreement. If the Offered Stock is not so transferred during such 90 day period,
then the Selling Founder may not transfer any of such Offered Stock without
complying again in full with the provisions of this Agreement.
3.3 Right of Co-Sale.
----------------
-15-
(a) The Right. If the Company and the Purchasers have waived or
---------
failed to timely exercise their Rights of First Refusal contained in Section 3.2
regarding all of the Offered Stock, before any Selling Founder may effect a
Transfer of any Offered Stock, such Selling Founder shall provide written notice
to each Purchaser (the "Right of Co-Sale Notice"), specifying the date of the
-----------------------
Transfer of any remaining Offered Stock to such transferee which date shall not
be sooner than ten (10) business days following the Right of Co-Sale Notice (the
"Closing"), and the number of shares of Offered Stock that the Selling Founder
-------
desires to Transfer. The other Purchasers shall have the right to include
shares in such sale in accordance with Section 3.3(b) herein ("Right of Co-
-----------
Sale").
(b) Consummation of Co-Sale. A Purchaser may exercise the Right
-----------------------
of Co-Sale by delivering to the Selling Founder at or before the Closing, one or
more certificates, properly endorsed for Transfer, representing a number of
shares no more than equal to the product obtained by multiplying (i) the number
of shares of Offered Stock that the Selling Founder desires to transfer by (ii)
a fraction, the numerator of which is the number of shares of Common Stock of
the Company (on an as-converted basis) then held by such Purchaser and the
denominator of which is the combined number of shares of Common Stock (on an as-
converted basis) then held by the Selling Founder and all Purchasers then
exercising their Co-Sale rights under this Section 3.3. If the Purchaser does
not hold a certificate representing the exact number of securities to be sold by
such Purchaser pursuant to this Section 3.3, then the Company shall promptly
issue a certificate representing the proper number of shares to be sold pursuant
to this Right of Co-Sale. Following the Closing, the Company shall deliver a
certificate for the remaining balance of the securities held by the Purchaser,
if any, to such Purchaser. At the Closing, such certificates or other
instruments will be transferred and delivered to the transferee as set forth in
the Right of Co-Sale Notice in consummation of the transfer of the Offered Stock
pursuant to the terms and conditions specified in the Right of Co-Sale Notice,
and the Selling Founder will remit, or will cause to be remitted, to each
Purchaser delivering certificates within five (5) business days after such
Closing that portion of the proceeds of the Transfer to which each Purchaser is
entitled by reason of each Purchaser's participation in such transfer pursuant
to the Right of Co-Sale.
(c) Prohibited Transfers. In the event a Founder should sell any
--------------------
Offered Stock in contravention of the participation rights of a Purchaser under
this Section 3.3 (the "Prohibited Transfer"), such Purchaser shall have the
-------------------
option (the "Put Option") to sell to the Founder a number of shares equal to the
----------
number of shares that such Purchaser would have had the right to sell in
connection with the Prohibited Transfer, had the Founder complied with Section
3, subject to the following terms and conditions:
(i) The price per share at which such shares are to be sold
to the Founder shall be equal to the price per share paid by the third-party
purchaser or purchasers.
(ii) Purchaser shall deliver to the Founder, within ninety
(90) days after it has received notice from the Founder or otherwise become
aware of the Prohibited Transfer, the certificate or certificates representing
the shares to be sold, each certificate to be properly endorsed for transfer.
-16-
(iii) Founder shall, upon receipt of the certificates for the
repurchased shares, pay the aggregate purchase price therefor, by certified
check or bank draft made payable to the order of Purchaser and shall reimburse
Purchaser for any additional expenses, including legal fees and expenses,
incurred in effecting such purchase and resale.
3.4 Stock Legend. All certificates representing shares of Common
------------
Stock of the Company held by the Stockholders and transferees described in this
Section 3 above shall bear the following legend:
"THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
RIGHT OF FIRST REFUSAL AND/OR CO-SALE SET FORTH IN A RIGHTS AGREEMENT AMONG THE
COMPANY, THE HOLDER(S) HEREOF AND CERTAIN OTHER STOCKHOLDERS OF THE CORPORATION,
A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF THE
CORPORATION."
3.5 Termination. The rights of co-sale and first refusal described
-----------
in this Section 3 shall expire upon the earlier of (i) the effective date of a
Qualified IPO and (ii) a consolidation or merger of this Company with or into
any other corporation or corporations (other than a wholly-owned subsidiary), or
the sale, transfer or other disposition of all or substantially all of the
assets of this Company or the consummation of any transaction or series of
related transactions which results in the Company's stockholders immediately
prior to such transaction not holding at least 50% of the voting power of the
surviving or continuing entity. Prior to effecting any transfer of stock, the
Stockholder shall ensure that the purchaser agrees in writing to be bound by the
rights and obligation contained in this Section 3.
3.6 Transfer. The rights of co-sale and first refusal described in
--------
this Section 3 may be assigned to a transferee or assignee reasonably acceptable
to the Company in connection with any transfer or assignment of Registrable
Securities provided that the transferor provides the Company with written notice
of the proposed transfer and (i) the transferee acquires all of the transferor's
Registrable Securities not sold to the public; (ii) the transferee acquires
100,000 of the transferor's Registrable Securities not sold to the public; or
(iii) the transferee is a partner, member, stockholder, employee or affiliate of
the Holder, provided that all such assignees and transferees shall have a single
attorney-in-fact for the purpose of exercising any rights, receiving notices or
taking any action under this Section 3.
4. Voting Agreement.
----------------
4.1 Agreement to Vote. Each of the Stockholders agrees to vote all
-----------------
shares of the Company's capital stock then owned by such Stockholder (its
"Shares") at any regular or special meeting of stockholders of the Company, or,
-------
in lieu of any such meeting, to give their written consent, as provided in
paragraph 4.2 below.
4.2 Election of Members of the Board of Directors. With respect to
---------------------------------------------
any proposal concerning the election of directors of the Company, the parties
hereto agree as follows:
(a) Founder's Representative. Each of the Stockholders agrees
------------------------
that it shall vote its Shares to elect Xxxxx X. Xxxxx to the Board of Directors
for so long as he is an
-17-
employee of the Company; provided, however, that no Stockholder shall be
-------- -------
required to vote its Shares to enable the Founders to designate more than one
designee on the Board of Directors pursuant to this Section 4.2(a) at any one
time.
(b) CMG's Representative. Each of the Stockholders agrees that it
--------------------
shall vote its Shares to elect one nominee to the Board of Directors as
designated by CMG@Ventures, Inc. ("CMG") for so long as CMG owns any Shares;
---
provided, however, that no Stockholder shall be required to vote its Shares to
-------- -------
enable CMG to designate more than one designee on the Board of Directors
pursuant to this subsection 4.2(b) at any one time. CMG designates Xxxxxxxx X.
Xxxxxxxxx as its designee as of the date of this Agreement.
(c) Bay City Capital's Representative. Each of the Stockholders
---------------------------------
agrees that it shall vote its Shares to elect one nominee to the Board of
Directors as designated by Bay City Capital Fund I, L.P. ("Bay City") for so
--------
long as Bay City owns any Shares; provided, however, that no Stockholder shall
-------- -------
be required to vote its Shares to enable Bay City to designate more than one
designee on the Board of Directors pursuant to this subsection 4.2(c) at any one
time. Bay City designates Xxxx Xxxxxxxx as its designee as of the date of this
Agreement.
(d) KPCB Representative. Each of the Stockholders agrees that it
--------------------
shall vote its Shares to elect one nominee to the Board of Directors as
designated Kleiner, Perkins, Xxxxxxxx and Xxxxx or its affiliates ("KPCB") for
----
so long as KPCB owns any Shares; provided, however, that no Stockholder shall be
-------- -------
required to vote its shares to enable KPCB to designate more than one designee
on the Board of Directors pursuant to this subsection 4.2(d) at any one time.
KPCB designates Xxxxx Xxxxx as its designee as of the date of this agreement
(e) Warburg Pincus Representative. Each of the Stockholders
-----------------------------
agrees that it shall vote its Shares to elect one nominee to the Board of
Directors as designated by X.X. Xxxxxxx, Xxxxxx & Co., LLC or its affiliates
("Warburg Pincus") for so long as Warburg Pincus owns any Shares; provided,
--------
however, that no Stockholder shall be required to vote its shares to enable
-------
Warburg Pincus to designate more than one designee on the Board of Directors
pursuant to this subsection 4.2(e) at any one time. Warburg Pincus designates
Xxxxxx Xxxxx as its designee as of the date of this agreement.
(f) VWR Representative. Each of the Stockholders agrees that it
------------------
shall vote its Shares to elect one nominee to the Board of Directors as
designated by VWR for so long as VWR owns any Shares; provided, however, that
-------- -------
(i) such nominee is subject to the approval of the Company, which approval shall
not be unreasonably withheld and (ii) no Stockholder shall be required to vote
its shares to enable VWR to designate more than one designee on the Board of
Directors pursuant to this subsection 4.2(f) at any one time. VWR designates
Xxxxxxx X. Xxxxxx as its designee as of the date of this Agreement.
(g) Series C Representative. Each of the stockholders agrees that
-----------------------
it shall vote its Shares to elect one nominee to the Board of Directors as
designated by the holders of a majority in interest of the Series C Preferred
Stock; provided, however, that no Stockholder shall be required to vote its
-------- -------
shares to enable such holders to designate more than one designee on
-18-
the Board of Directors pursuant to this subsection 4.2(g) at any one time. Such
holders designate Xxxx Xxxxxxxxx as its designee as of the date of this
Agreement.
(h) Remaining Director(s). Each of the Stockholders agrees that
--------------------
it shall vote its Shares to elect one nominee to the Board of Directors as
mutually designated by the Founders, CMG, Bay City, VWR and the holders of a
majority of the then-outstanding shares of Series B Preferred Stock and
Series B-1 Preferred Stock, voting together as a single class, who is not an
employee of the Company; provided, however, that no Stockholder shall be
-------- -------
required to vote its Shares to elect more than one designee on the Board of
Directors pursuant to this Section 4.2(g) at any one time. Such designee shall
be Xxx Xxxxxxx as of the date of this Agreement.
4.3 Additional Directors. Each of the Stockholders agrees not to
--------------------
vote its Shares to change the number of authorized members of the Company's
Board of Directors from eight (8), unless each of the nominees elected to the
Company's Board of Directors pursuant to Section 4.2 above has voted for such a
change.
4.4 Successors in Interest of the Stockholders. The provisions of
------------------------------------------
this Agreement shall be binding upon the successors in interest of the
Stockholders to any of the Shares. The Company shall not permit the transfer of
any Shares on its books or issue a new certificate representing any Shares
unless and until the person to whom such security is to be transferred shall
have executed a written agreement, satisfactory in form and substance to the
nontransferring Stockholders, pursuant to which such person becomes a party to
this Agreement and agrees to be bound by all the provisions hereof as if such
person were a Stockholder hereunder.
5. Affirmative Covenants of the Company. The Company hereby covenants
------------------------------------
and agrees as follows:
5.1 Financial Information. Until the first to occur of (i) the date
---------------------
on which the Company is required to file a report with the SEC pursuant to
Section 13(a) of the Exchange Act, by reason of the Company having registered
any of its securities pursuant to Section 12(g) of the Exchange Act or (ii)
quotations for the Common Stock of the Company are reported by the automated
quotations system operated by the National Association of Securities Dealers,
Inc. or by an equivalent quotations system or (iii) shares of the Common Stock
of the Company are listed on a national securities exchange registered under
Section 6 of the Exchange Act, the Company will furnish to each Purchaser
(which, for purposes of this Section 5.1, shall mean such Purchaser together
with its affiliates owning at least 300,000 shares of Preferred Stock) Common
Shares issued upon conversion of the Preferred Stock or Common Stock (as
adjusted for stock dividends, stock splits, recapitalizations and the like):
(i) as soon as practicable after the end of each fiscal year, and
in any event within 120 days thereafter, consolidated balance sheets of the
Company and its subsidiaries, if any, as at the end of such fiscal year, and
consolidated statements of operations and consolidated statements of changes in
financial position (or equivalent cash flow statements if required by the
Financial Accounting Standards Board) of the Company and its subsidiaries, if
-19-
any, for such year, prepared in accordance with generally accepted accounting
principles, in such form and detail that is acceptable to the Purchasers, and
certified and audited by independent public accountants of recognized national
standing selected by the Company's Board of Directors, and
(ii) as soon as practicable after the end of each fiscal
quarter (except the last quarter of the fiscal year), and in any event within 45
days thereafter, consolidated balance sheets of the Company and its
subsidiaries, if any, as of the end of such fiscal quarter; and consolidated
statements of income (or equivalent cash flow statements if required by the
Financial Accounting Standards Board), for such quarter and for the current
fiscal year to date, prepared in accordance with generally accepted accounting
principles (except for required footnotes), all in reasonable detail and signed,
subject to changes resulting from year-end audit adjustments, by the principal
financial officer or chief executive officer of the Company, and
(iii) as soon as practicable after the end of each month
(except the last month of the fiscal quarter), and in any event within 30 days
thereafter, consolidated balance sheets of the Company and its subsidiaries, if
any, as of the end of such month; and consolidated statements of income (or
equivalent cash flow statements if required by the Financial Accounting
Standards Board), for such month and for the current fiscal year to date,
prepared in accordance with generally accepted accounting principles (except for
required footnotes), all in reasonable detail and signed, subject to changes
resulting from year-end audit adjustments, by the principal financial officer or
chief executive officer of the Company, and
(iv) as soon as practicable, but in no event later than 30
days prior to the commencement of such fiscal year, an annual plan for each
fiscal year which shall include monthly capital and operating expense budgets,
cash flow statements, projected balance sheets and profit and loss projections
for each such month and for the end of the year, in such form and detail that is
acceptable to the Purchasers.
5.2 Conflicts of Interests. The Company shall use its best efforts to
----------------------
ensure that the Company's employees, during the term of their employment with
the Company, do not engage in activities which would result in a conflict of
interest with the Company. The Company's obligations hereunder include, but are
not limited to, requiring that the Company's employees devote their primary
productive time, ability and attention to the business of the Company (provided,
--------
however, the Company's employees may engage in other professional activity if
-------
such activity does not materially interfere with their obligations to the
Company), requiring that the Company's employees enter into agreements regarding
proprietary information and confidentiality and inventions, and preventing the
Company's employees from engaging or participating in any business that is in
competition with the business of the Company.
5.3 Qualified Small Business. The Company shall use its best efforts
------------------------
to qualify as a "Qualified Small Business" as defined in Section 1202(d) of the
Code, and covenants that so long as the Preferred Shares are held by the
Purchasers (or a transferee or assignee of the Purchaser), it will use
reasonable commercial efforts to cause the Preferred Shares to qualify as
-20-
Qualified Small Business Stock. The Company shall use its best efforts to
comply with the reporting requirements of the State of California regarding
"Qualified Small Business Stock" and similar federal regulations when and if
promulgated.
5.4 Proprietary Agreements. The Company shall have each officer,
----------------------
director, employee and consultant of the Company execute the Company's standard
form of non-disclosure and proprietary information agreements prior to
disclosing any proprietary information to any such officer, director, employee
and consultant. The Company will use its best efforts to prevent any employee
from violating the confidentiality and proprietary information agreement entered
into between the Company and each of its officers, directors, employees and
consultants.
5.5 Repurchase of Outstanding Shares. The Company shall not, without
--------------------------------
the approval of its Board of Directors repurchase any shares of its Common Stock
so long as any of the Preferred Shares are outstanding, except that the Company
shall be entitled to repurchase shares of its Common Stock in connection with
the termination of an employee, director or consultant of the Company or the
proposed transfer by an employee, director or consultant of shares of its Common
Stock, or pursuant to the terms of this Agreement.
5.6 Use of Proceeds. The Company shall use the proceeds from the
---------------
sale of the Preferred Shares for general corporate purposes.
5.7 Key-Man Life Insurance. The Company will use its best efforts to
----------------------
maintain term life insurance of at least $5.0 million on the life of the
Company's Chief Executive Officer, with the Company as the named beneficiary.
Such policy shall not be canceled by the Company for at least five (5) years
after the effective date of this Agreement without the consent of the holders of
a majority of the Series C Preferred Stock of the Company.
5.8 Inspection. The Company shall permit each Purchaser (which, for
----------
purposes of this Section 5.8, shall mean such Purchaser together with its
affiliates owning at least 300,000 shares of Preferred Stock), at such
Purchaser's expense, to visit and inspect the Company's properties, to examine
its books of account and records and to discuss the Company's affairs, finances
and accounts with its officers, all at such reasonable times as may be requested
by such Purchaser; provided, however, that the Company shall not be obligated
-------- -------
pursuant to this Section 5.8 to provide access to any information which it
reasonably considers to be a trade secret or similar confidential information.
5.9 Directors and Officers Insurance. The Company will use its best
--------------------------------
efforts to maintain directors and officers insurance, upon a determination by
the Company's Board of Directors that such insurance is economically feasible.
5.10 Board of Directors Matters. The Company will hold meetings of
--------------------------
the Board of Directors on a monthly basis until the Board of Directors
determines otherwise. The Company shall pay the customary and reasonable
expenses incurred by members of the Board of Directors in attending meetings of
the Board. The Board of Directors shall approve each of the following:
significant distribution, licensing or other arrangements or contracts
(including but not
-21-
limited to any business relationship, other than the purchase of goods or
services, with any Internet or World Wide Web technology or service provider),
new indebtedness other than bank borrowing in the ordinary course of business,
matters relating to executive compensation, the annual operating plan and
capital budget, capital expenditures in excess of amounts indicated in the
annual plan or capital budget and searches for new senior executives.
5.11 Insurance. The Company will have in full force, as reasonably
---------
necessary, and effect fire and casualty insurance policies, with extended
coverage, and insurance against other hazards, risks and liabilities to persons
and property to the extent and in the manner customary for companies in similar
businesses similarly situated.
5.12 Stock Vesting. Unless otherwise approved by the Board of
-------------
Directors, all stock options and other stock equivalents issued after the date
of this Agreement to employees, directors, consultants and other service
providers shall be subject to vesting as follows: (a) twenty-five percent (25%)
of such stock shall vest at the end of the first year following the earlier of
the date of issuance or such person's services commencement date with the
company, and (b) seventy-five percent (75%) of such stock shall vest monthly
over the remaining three (3) years. With respect to any shares of stock
purchased by any such person, the Company's repurchase option shall provide that
upon such person's termination of employment or service with the Company, with
or without cause, the Company or its assignee (to the extent permissible under
applicable securities laws and other laws) shall have the option to purchase at
cost any unvested shares of stock held by such person. With respect to shares
of Common Stock currently held by Xxxxx Xxxxx and Xxxx Xxxxx, such shares shall
be subject to vesting as follows: (a) fifty percent (50%) shall vest on May 1,
1998 and (b) fifty percent (50%) shall vest monthly thereafter over four years.
5.13 Directors' Liability and Indemnification. The Company's
----------------------------------------
Certificate of Incorporation and Bylaws shall provide (a) for elimination of the
liability of director to the maximum extent permitted by law and (b) for
indemnification of directors for acts on behalf of the Company to the maximum
extent permitted by law. In addition, the Company shall indemnify such
directors to the maximum extent permissible under Delaware law.
5.14 Auditors. The Company will retain independent public accountants
--------
of recognized national standing (i.e., a firm acknowledged to be among the Big
Five or their successors) who shall certify the Company's financial statements
at the end of each fiscal year.
5.15 Extraordinary Remuneration. The Board of Directors may not
--------------------------
approve any plan or action to grant extraordinary remuneration to management in
connection with the sale of the Company or any subsidiary of the Company, or the
termination of employment or otherwise, unless such plan or action has been
approved unanimously by the non-employee members of the Board of Directors.
5.16 Termination of Covenants. The covenants set forth in 5.6, 5.7,
------------------------
5.8, 5.10, 5.12 and 5.15 shall terminate and be of no further force or effect
(i) immediately prior to the consummation of the Company's initial public
offering of its securities. All of the covenants set forth in this Article 5
shall terminate and be of no further force or effect when the Company shall
-22-
sell, convey, or otherwise dispose of all or substantially all of its property
or business or merge into or consolidate with any other corporation (other than
a wholly-owned subsidiary corporation) or effect any other transaction or series
of related transactions in which more than fifty percent (50%) of the voting
power of the Company is disposed of, provided that this shall not apply to a
merger effected exclusively for the purpose of changing the domicile of the
Company.
6. Miscellaneous.
-------------
6.1 Governing Law. This Agreement shall be governed in all respects
-------------
by the laws of the State of California as applied to transactions taking place
between California residents and wholly within the State of California.
6.2 Survival. The representations, warranties, covenants and
--------
agreements made herein shall survive any investigation made by any Purchaser and
the closing of the transactions contemplated hereby.
6.3 Successors and Assigns. Except as otherwise provided herein, the
----------------------
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.
6.4 Entire Agreement; Amendment. This Agreement constitutes the full
---------------------------
and entire understanding and agreement between the parties with regard to the
subjects hereof and supersedes all prior oral and written agreements and
understandings, including but not limited to that certain Stock Transfer
Agreement dated as of September 5, 1997 by and among the Company and each of the
Founders. With the written consent of the record or beneficial holders of at
least sixty-six and two-thirds percent (66-2/3%) of the Registrable Securities
held by the Purchasers, and the written consent of Founders holding at least
two-thirds (2/3) of the total number of shares of Common Stock held by Founders
subject to this Agreement, the obligations of the Company and the rights of the
Holders of the Registrable Securities under this Agreement may be waived (either
generally or in a particular instance, either retroactively or prospectively,
and either for a specified period of time or indefinitely), and with the same
consent the Company, when authorized by resolution of its Board of Directors,
may enter into a supplementary agreement for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement; provided, however, that no such modification, amendment or
-------- -------
waiver shall reduce the aforesaid percentage of Conversion Stock or Common Stock
held by Founders without the consent of all of the Purchasers or the Founders,
respectively. Upon the effectuation of each such waiver, consent, agreement or
amendment or modification, the Company shall promptly give written notice
thereof to the record holders of the Registrable Securities who have not
previously consented thereto in writing. This Agreement or any provision hereof
may be changed, waived, discharged or terminated only by a statement in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought, except to the extent provided in this Section 6.4.
-23-
6.5 Notices, etc. All notices and other communications required or
------------
permitted hereunder shall be in writing and shall be delivered personally, via
facsimile, mailed by first class mail, postage prepaid, or delivered by courier
or overnight delivery, addressed (a) if to a
Purchaser to the address or facsimile number indicated below such
Purchaser's signature to this Agreement, or at such other address or facsimile
number as such Purchaser shall have furnished to the Company in writing or (b)
if to the Company, at its address set forth at the beginning of this Agreement,
or at such other address as the Company shall have furnished to each Purchaser
in writing. Notices that are mailed shall be deemed received five (5) days
after deposit in the United States mail.
6.6 Delays or Omissions. Except as expressly provided herein, no
-------------------
delay or omission to exercise any right, power or remedy accruing to any holder
of any Shares, upon any breach or default of the Company under this Agreement,
shall impair any such right, power or remedy of such holder nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any other
breach or default theretofore or thereafter occurring. Any waiver, permit,
consent or approval of any kind or character on the part of any holder of any
breach or default under this Agreement, or any waiver on the part of any holder
of any provisions or conditions of this agreement, must be in writing and shall
be effective only to the extent specifically set forth in such writing. All
remedies, either under this Agreement or by law or otherwise afforded to any
holder, shall be cumulative and not alternative.
6.7 Counterparts. This Agreement may be executed in any number of
------------
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
6.8 Severability. If any provision of this Agreement, or the
------------
application thereof, shall for any reason and to any extent be invalid or
unenforceable the remainder of this Agreement and application of such provision
to persons or circumstances shall be interpreted so as best to reasonably effect
the intent of the parties hereto, the parties further agree to replace such void
or unenforceable provision of this Agreement with a valid and enforceable
provision which will achieve to the extent possible, the economic, business and
other purposes of the void or unenforceable provision.
6.9 Titles and Subtitles. The titles and subtitles used in this
--------------------
Agreement are used for convenience only and are not considered in construing or
interpreting this Agreement.
-24-
The foregoing agreement is hereby executed as of the date first above
written.
CHEMDEX CORPORATION
By:_________________________
Title:______________________
Address: 0000 Xxxxxx Xxx
Xxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
THE XXXXXXX FAMILY FUND, LTD., L.P.
By: K&E Management, Ltd., General Partners
By: _______________________________________
Xxxxxx X. Xxxxxxx, Chairman and CEO
Address: 000 Xxxxx Xx Xxxxxx Xxxx, Xxxxx 0000
Xxx Xxxxx, XX 00000
Facsimile: (000) 000-0000
VWR SCIENTIFIC PRODUCTS CORPORATION
By:________________________________________
Name:______________________________________
Title:_____________________________________
Address: 0000 Xxxxxx Xxxxxxx
Xxxx Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
___________________________________________
Xxxx Xxxxxxxxx
Address: 000 Xxx Xxxxx Xxxxxx, #000
Xxxxxxxx Xxxx, XX 00000
Facsimile:_________________________________
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMENDED AND RESTATED INVESTOR'X RIGHT
_____________________________________
Xxxxxxx Xxxxxxxxx
Address: 000 Xxx Xxxxx Xxxxxx, #000
Xxxxxxxx Xxxx, XX 00000
Facsimile:___________________________
IMPERIAL BANK
By:__________________________________
Name:________________________________
(print)
Title:_______________________________
Address: 0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
STANFORD UNIVERSITY
By:__________________________________
Name:________________________________
(print)
Title:_______________________________
Address: 0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Facsimile:
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMENDED AND RESTATED INVESTOR'X RIGHT
CMG@VENTURES II, LLC
By:__________________________________
Xxxxxxxx X. Xxxxxxxxx
Address: 0000 Xxxxxx Xxxx
Xxxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
KASCHKE INVESTMENTS, L.L.C.
By:__________________________________
Name:________________________________
Title:_______________________________
_____________________________________
Xxxx Xxxxxxx
Address: 00000 Xxxxxx Xxxxx, Xxxxx 0000
Xxxxx, XX 00000
Facsimile:
THE BAY CITY CAPITAL FUND I, L.P.,
A DELAWARE LIMITED PARTNERSHIP
By: Bay City Capital Management LLC
Its: General Partner
By:__________________________________
Name:________________________________
Title:_______________________________
Address: 000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMENDED AND RESTATED INVESTOR'X RIGHT
XXXX FAMILY LIVING TRUST, CO-TRUSTEES XXXXX X.
XXXX AND XXXXX X. XXXX
____________________________________________
Xxxxx X. Xxxx, Trustee
____________________________________________
Xxxxx X. Xxxx, Trustee
Address: 0000 Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
JKR HOLDINGS II, LLC
By: _______________________________________
Its: _______________________________________
Address: 0000 Xxxxxx Xxxxxx, #0
Xxx Xxxxxxxxx, XX
Facsimile:__________________________________
____________________________________________
Xxxxxxx X. Xxxxx
Address: Monument Partners, Inc. ("MPI")
0000-0 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
XXXXXXX XXXXXXX XXXXXXXX & XXXXX
VIII, L.P.
By: KPCB VIII Associates, L.P.,
its General Partner
By: ________________________________________
General Partner
KPCB VIII FOUNDERS FUND, L.P.
By: KPCB VIII Associates, L.P.,
its General Partner
By: ________________________________________
General Partner
KPCB LIFE SCIENCES ZAIBATSU FUND II, L.P.
By: KPCB VII Associates, L.P.,
its General Partner
By: ________________________________________
General Partner
Address: 0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
____________________________________________
Xxxxxxx X. Xxxx
Address: c/o Venture Law Group
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
____________________________________________
Xxxxxx X. Xxxxxxxxx
Address: c/o Venture Law Group
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
____________________________________________
Xxxxxxx X. Xxxxxx
Address: c/o Venture Law Group
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
VLG INVESTMENTS 1999
By:_______________________________________
Name:_____________________________________
(print)
Title:____________________________________
Address: 0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
WARBURG, XXXXXX VENTURES L.P.
By: Warburg, Xxxxxx & Co., its General Partner
By:_______________________________________
General Partner
Address: 000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Facsimile: (000) 000-0000
JAN AND XXXXX XXXXXXX
By:_______________________________________
Xxx Xxxxxxx
By:_______________________________________
Xxxxx Xxxxxxx
Address: 00 Xxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
Facsimile:________________________________
XXXX XXXXXXX
By:_______________________________________
Address: 00 Xxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
XXXX XXXXXXX
By:_______________________________________
Address: 00 Xxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
XXXX XXXXXXX
By:_______________________________________
Address: 00 Xxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
JACOB AND XXXXX XXXXXXX
By:_______________________________________
Xxxxx Xxxxxxx
By:_______________________________________
Xxxxx Xxxxxxx
Address: 000 Xxxxxx Xxxxxx
Xxxx Xxxx, XX 00000-0000
Facsimile:________________________________
____________________________________________
Xxxx Xxxxx
Address: 0000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Facsimile:__________________________________
____________________________________________
Xxxxx Xxxxx
Address: SR Technologies
0000 Xxxxxxx Xxxxxx
Xxx Xxxxx, XX 00000
Facsimile: (000) 000-0000
____________________________________________
Xxxxx Xxxxxxxxxx
Address: 0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000-0000
Facsimile:___________________________________
XXXXX PARTNERS III, L.P.
By: Claudius, L.L.C.
By:_________________________________________
Xxxxx X. Xxxxxx
Senior Managing Member
XXXXX PARTNERS INTERNATIONAL III, L.P.
By: Claudius, L.L.C.
By:_________________________________________
Xxxxx X. Xxxxxx
Senior Managing Member
XXXXX EMPLOYEE FUND III, L.P.
By: Wesson Enterprises, Inc.
By:_________________________________________
Xxxxx X. Xxxxxx, President
Address: 000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxxxxxx
Facsimile:(000) 000-0000
GENENTECH, INC.
By:_________________________________________
Xxxx Xxxxxxx
Address: 0 XXX Xxx
Xxxxx Xxx Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
THE XXXXXXX SACHS GROUP, L.P.
By: The Xxxxxxx Xxxxx Corporation
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
Address: 00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxxxx
Facsimile: (000) 000-0000
H&Q SERV*IS VENTURES, L.P.
By:_____________________________________________
Bama X. Xxxxxx
Address: Xxx Xxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
ATGF II
By:_____________________________________________
Xxxxxxx X. Xxxxxxxx
Address: 000 Xxxx Xxxxxx, 00/xx/ Xxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
____________________________________________
Xxxxx Xxxxxxxxxx
Address: Amerindo Investment Advisors, Inc.
00 Xxxxx Xxxxxxxxx Xxxxxx
Xxxxxx X0X 0XX
Xxxxxxx
____________________________________________
Xxxxxxx Xxxxxx
Address: Amerindo Investment Advisors, Inc.
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
XXXXX X. XXXXXXXXXX 1995 TRUST
By:_________________________________________
Trustee
Address: Amerindo Investment Advisors, Inc.
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
____________________________________________
Xxxxxx XxXxxxxx
Address: Amerindo Investment Advisors, Inc.
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
____________________________________________
Xxxxxxx Xxxxxxxx
Address: Amerindo Investment Advisors, Inc.
000 Xxxx Xxxxxx, 00/xx/ Xxxxx
Xxx Xxxx, XX 00000
____________________________________________
Xxx Xxxxxx
Address: Amerindo Investment Advisors, Inc.
000 Xxxx Xxxxxx, 00/xx/ Xxxxx
Xxx Xxxx, XX 00000
CITIVENTURE 96 PARTNERSHIP, L.P.
By: INVESCO Private Capital, Inc. as Investment
Adviser
By:____________________________________
Name:__________________________________
Title:_________________________________
CHANCELLOR PRIVATE CAPITAL OFFSHORE PARTNERS
II, LP
By: CPCO Associates, L.P., its Investment
General Partner
By: INVESCO Private Capital, Inc., its General
Partner
By:____________________________________
Name:__________________________________
Title:_________________________________
CHANCELLOR PRIVATE CAPITAL PARTNERS III, L.P.
By: CPCO Associates, L.P., its General Partner
By: INVESCO Private Capital, Inc., its General
Partner
By:____________________________________
Name:__________________________________
Title:_________________________________
CHANCELLOR PRIVATE CAPITAL OFFSHORE PARTNERS I,
C.V.
By: Chancellor KME IV Partner, L.P., its
Investment General Partner
By: INVESCO Private Capital, Inc., its General
Partner
By:____________________________________
Name:__________________________________
Title:_________________________________
Address: c/o Invesco
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxxxx Xxxxxx
Facsimile: (000) 000-0000
SPINNAKER CLIPPER FUND, L.P.
BY XXXXXX CAPITAL MANAGEMENT, L.L.C., ITS
GENERAL PARTNER
By:_______________________________________
Xxxxxxx Xxxxxxxx
Chief Operating Officer
Address: 0000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Facsimile:(000) 000-0000
SPINNAKER FOUNDERS FUND, L.P.
BY XXXXXX CAPITAL MANAGEMENT, L.L.C., ITS
GENERAL PARTNER
By:_______________________________________
Xxxxxxx Xxxxxxxx
Chief Operating Officer
SPINNAKER OFFSHORE FOUNDERS FUND
CAYMAN LIMITED
BY XXXXXX CAPITAL MANAGEMENT, L.L.C., ITS
INVESTMENT ADVISOR AND ATTORNEY-IN-FACT
By:_______________________________________
Xxxxxxx Xxxxxxxx
Chief Operating Officer
COMDISCO VENTURES
By:______________________________________
Xxx Xxxx
Address: 0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
_________________________________________
Xxxx Bang
Address: 000-X Xxxxxx Xxxxx, #000
Xxxxxxx, XX 00000
Facsimile:_______________________________
_________________________________________
Xxxx Xxxx
Address: The Xxxxxxxx Group
Xxx Xxxxxx Xxxxx Xxxxxxx Xxxxx
Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Facsimile: 000-000-0000
____________________________________________
Xxxx Xxxxxx
Address: 435 Tasso
Xxxx Xxxx, XX 00000
Facsimile:___________________________________
____________________________________________
Xxxxxx X. Xxxxxx
Address: 00000 Xxxxxx Xxxxx
Xxx Xxxxx Xxxxx, XX 00000
Facsimile: (000) 000-0000
BURWEN FAMILY TRUST U/D/T DATED 9/30/88
____________________________________________
Xxxxx X. Xxxxxx, Trustee
Address: 0000 Xxxx Xxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
____________________________________________
Xxxxxx Xxxxx
Address: 0000 Xxxxx Xxxxx Xxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
____________________________________________
Xxxx Xxxxxxx
Address: 000 Xxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
Facsimile:_________________________________
____________________________________________
Xxxxxx X. Xxxxxx
Address: 0000 Xxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
____________________________________________
Xxxx xx Xxxxxxxxx
Address: Market Pulse
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
____________________________________________
Xxxx Xx Xxxxxx
Address: 00000 Xxxxxxxx Xxxx
Xxx Xxxxx Xxxxx, XX 00000
Facsimile:___________________________________
____________________________________________
Xxxxxx Xxxxx
Address: 00000 Xxxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
XXXXX-XXXXXX FAMILY TRUST U/D/T
DATED APRIL 8, 1996, XXXXXX XXXXX AND XXXX
XXXXXX, TRUSTEES
By:________________________________________
Xxxxxx Xxxxx. Trustee
Address: 000 Xxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
XXX X. XXXX AND XXXXXXXX XXXX, TRUSTEES UNDER THE
DORF FAMILY TRUST DATED 4-2-90
____________________________________________
Xxx Xxxx, Trustee
____________________________________________
Xxxxxxx Xxxx, Trustee
Address: 00000 Xxxxxxxx Xxx
Xxxxxxxx, XX 00000
Facsimile:__________________________________
____________________________________________
Xxxxxxx Xxxxx
Address: MMF Consulting
0000 Xxxxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
____________________________________________
Xxxx Fast
Address: X.X. Xxx 0000
Xxxxxxxx, XX 00000-0000
Facsimile:__________________________________
____________________________________________
Xxxxxxxx Given
Address: 000 Xxxxxx Xxxxxx
Xxxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
XXXXXXX FAMILY TRUST 0000 X/X/X 7/30/97
By:________________________________________
Xxxx Xxxxxxx, Trustee
Address: 000 Xxxxxxx Xxxxxx
Xxx Xxxxx, XX 00000
Facsimile: (000) 000-0000
____________________________________________
Xxxxx Xxxxxxxxxx
Address: 000 Xxxxxxxx Xxxx
Xxxx Xxxxxx, XX 00000
Facsimile: (000) 000-0000
____________________________________________
Xxxx X. Xxxxxxx
Address: 0000 Xxxxxxxxx Xxxxx
Xxxxxxxx Xxxx, XX 00000
Facsimile:__________________________________
XXXXX X. XXXXXXXX XX. LIVING TRUST
____________________________________________
Xxxxx X. Xxxxxxxx, Trustee
Address: X.X. Xxx 0000
Xxxxx Xxx Xxxxxxxxx, XX 00000-0000
Facsimile: (000) 000-0000
____________________________________________
Xxxx Xxxxxxxxx
Address: 000 Xxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
____________________________________________
Xxxxx X. Xxxxxxx
Address: 00000 Xxxxx Xxx Xxxxx
Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
XXXXX REVOCABLE TRUST UNDER AGREEMENT DATED 8-7-81
By:_________________________________________
Xxxxxx X. Xxxxx, Trustee
By:_________________________________________
Xxxxx Xxxxx Xxxxxxx Xxxxx, Trustee
Address: 000 Xxxxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxx
Facsimile: (000) 000-0000
XXXXX FAMILY PARTNERSHIP
By:_________________________________________
Print Name:_________________________________
Title:______________________________________
Address: 000 Xxxxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxx
Facsimile: (000) 000-0000
____________________________________________
Xxxxx Xxxxxxxxx
Address: 0000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Facsimile:__________________________________
____________________________________________
Xxxxxx X. Xxxxxx
Address: 000 Xxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
____________________________________________
Xxxx Xxxxxxx
Address: 0000 Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Facsimile:__________________________________
____________________________________________
Xxxxx Xxxxxx
Address: 000 Xxxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Facsimile:__________________________________
--------------------------------
Xxxxxx Xxxxx
Address: MDC
Six Xxxxxxxxxxxxx Xxxxx
0xx Xxxxx
Xxx Xxxxx, XX 00000
Facsimile: (000) 000-0000
--------------------------------
Xxxxxx Xxxxxxxx
Address: 0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
--------------------------------
Xxxxxx X. Xxxxx
Address: 000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
--------------------------------
Xxxxxxxx Xxxxxx
Address: 0000 0xx Xxx.
Xxx Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
--------------------------------
Xxxxx Xxxxxxxx
Address: 0000 Xxxxxxxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000-0000
Facsimile:______________________
SECURITY TRUST COMPANY AS CUSTODIAN FOR
XXXXX XXXXXXXX XXX
By:_____________________________
Print Name:_____________________
Address: Security Trust Company
0000 Xxxx Xxxxxxxxx Xxxx,
Xxxxx 000 Xxxxxxx, Xxxxxxx
00000
Attn: Xxxxx X. Xxxxx
Facsimile: (000) 000-0000
--------------------------------
Xxxxx Xxxxxxx
Address: 00000 Xxxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
Facsimile: (000) 000-0000
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
--------------------------------
Xxxxxxxx X. Xxxxx
Address: 000 Xxxxxxx Xxxxx
Xxx Xxxxx XX 00000
Facsimile: (000) 000-0000
--------------------------------
Xxxxxx Xxxxxxxx
Address: 00000 Xxxxxx Xxxx Xxxx
Xxx Xxxxx Xxxxx, XX 00000
Facsimile: (000) 000-0000
THE TADMOR AND XXXXXX XXXXXX REVOCABLE
TRUST U/A/D/ 8/25/98
By:_____________________________
Print Name:_____________________
Title:__________________________
Address: c/o Xxxxxx Xxxxxx and Xxxxxx
Xxxxxx, Trustees or Successor
Trustee 000 Xxxxxx Xxxxx Xxxx
Xxxx, XX 00000
Facsimile: (000) 000-0000
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMENDMENT AND RESTATED INVESTORS RIGHTS AGREEMENT
---------------------------
Xxxxx X. Xxxxxxx
Address: 0000 Xxxxxx Xxx Xxxx
Xxxxxxxx, XX 00000-0000
Facsimile: (000) 000-0000
---------------------------
Xxxxx Xxxx Xxxxx
Address: 000 Xxxxxx Xxxxxx
Xxx Xxxxxx, XX 00000
Facsimile: (000) 000-0000
PACIFIC RIM CAPITAL, LLC
By:________________________
T. Xxxxxxx Xxxx
Address: 0000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
---------------------------
Xxxxxxx X. Xxxxx
Address: MDC
Six Xxxxxxxxxxxxx Xxxxx
0xx Xxxxx
Xxx Xxxxx, XX 00000
Facsimile: (000) 000-0000
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMENDED AND RESTATEDIINVESTORS' RIGHTS AGREEMENT
XXXXXX X. XXXXX, M.D. INC. MONEY
PURCHASE PENSION PLAN, XXXXXX X. XXXXX,
M.D. TTEE DTD AUGUST 1, 1979
-----------------------------------
Xxxxxx X. Xxxxx, M.D., Trustee
Address: 000 Xxxxx Xxxx
Xxxx Xxxx, XX 00000
Facsimile:__________________
___________________________________
Xxxx Xxxxxxx
Address: Medicus Venture Partners
0000 Xxxx Xxxx Xxxx
Xxxxx 000
Xxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
-----------------------------------
Xxxx Xxxxx
Address: 0000 Xxxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMENDED AND RESTATED INVESTORS' RIGHTS
-----------------------------------
Xxxx X. Xxxxx
Address: 00 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
-----------------------------------
Xxxxxx X. Xxxxxx
Address: 000 Xxxxxx Xxxx Xxxxx
Xxx Xxxxx, XX 00000
Facsimile:____________________
-----------------------------------
Xxxxxx X. Xxxxxx
Address: CA Center for Pelvic Pain
000 Xxxxx Xxxx
Xxxxx 000
Xxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
------------------------------------
Xxxxxx X. Toy
Address: 000 Xxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Facsimile: (000) 000-0000
SIGNATURE PAGE TO CHEMDEX CORPORTION
THIRD AMENDED AND RESTATED INVENTORS' RIGHTS AGREEMENT
----------------------------------
Xxxx Xxxxx
Address: Chemdex Corporation
0000 Xxxxxx Xxx
Xxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
-----------------------------------
Xxxxxx Xxxxx
Address: Chemdex Corporation
0000 Xxxxxx Xxx
Xxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
------------------------------------
Xxxxxx Xxxxx
Address: Chemdex Corporation
0000 Xxxxxx Xxx
Xxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
--------------------------------------
Xxx Xxxxxxx
Address: Chemdex Corporation
0000 Xxxxxx Xxx
Xxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMENDMENT AND RESTATED INVESTORS' RIGHTS AGREEMENT
---------------------------------
Xxxxx Xxxxx
Address: Chemdex Corporation
0000 Xxxxxx Xxx
Xxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
----------------------------------
Xxxx Xxxxxxxxx
Address: Chemdex Corporation
0000 Xxxxxx Xxx
Xxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
THE XXXXXXX FAMILY REVOCABLE LIVING
TRUST OF 10-25-97
By:_______________________________
Xxx Xxxxxx, Trustee
Address: Chemdex Corporation
0000 Xxxxxx Xxx
Xxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMENDMENT AND RESTATED' RIGHTS AGREEMENT
-----------------------------------
Xxxxxxx Xxxxxxx
Address: Chemdex Corporation
0000 Xxxxxx Xxx
Xxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
-----------------------------------
X. Xxxxxxxxx XxXxxxx
Address: Xxxxxx & McBaine Capital
Management
00 Xxxxxx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
----------------------------------
Xxxxx Xxxxx
Address: Arcaris, Inc.
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
-----------------------------------
Xxxxx Xxxxx
Address: College of Physicians &
Surgeons
000 Xxxx 000xx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMENDED AND RESTATED INVESTORS' AGREEMENT
-----------------------------------
Xxxxxxx X. Xxxxxx
Address: Transkaryotic Therapies, Inc.
000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
BAYVIEW INVESTORS LTD.
By:________________________________
Print Name:________________________
Title:_____________________________
Address: c/o BancBoston Xxxxxxxxx
Xxxxxxxx
000 Xxxxxxxxxx Xxxxxx
Xxxxx #0000
Xxx Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
-----------------------------------
Xxxxxxxx X. Benz
Address: c/o Bayview Investors Ltd.
Omega Venture Partners
000 Xxxxxxxxxx Xxxxxx
Xxxxx #0000
Xxx Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMENDMED AND RESTATED INVESTORS' RIGHTS AGREEMENT
__________________________________________
Xx Xxxxxxx
Address: c/o Bayview Investors Ltd.
Omega Venture Partners
000 Xxxxxxxxxx Xxxxxx
Xxxxx #0000
Xxx Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
__________________________________________
Xxxxxxx X. Xxxxxxx
Address: c/o Bayview Investors Ltd.
Omega Venture Partners
000 Xxxxxxxxxx Xxxxxx
Xxxxx #0000
Xxx Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
__________________________________________
Xxxx X. Xxxxx
Address: 0000 Xxxxx Xxxx Xxxx
Xxxx Xxxxxxx, XX 00000
Facsimile: 000-000-0000
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMEND AND RESTATED INVESTORS' RIGHTS AGREEMENT
_______________________________________
Xxxxxxx X. Xxxxxx
Address: 000 Xxxxxxx Xxxxx
Xxxxxxx Xxxxxx, XX 00000
Facsimile: (000) 000-0000
MONTREUX EQUITY PARTNERS II, L.P.
By: Montreux Equity Management II, LLC
Its: General Partner
By:____________________________________
Xxx Xxxxxx, Member
Address: Montreux Equity Partners
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Attn: Xxx Xxxxxx
Facsimile: (000) 000-0000
THE XXXXXX LIVING TRUST DATED 3/3/95, XXXX X.
XXXXXX, TRUSTEE
By:____________________________________
Xxxx X. Xxxxxx, Trustee
Address: 000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMEND AND RESTATED INVESTORS' RIGHTS AGREEMENT
___________________________________________
Dr. Xxxx Xxxxx
Address: XXXX
Xxxxxxxxxx xx Xxxxxxxxxxxx, XXX0000
000 Xxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000-0000
Facsimile: (000) 000-0000
___________________________________________
Dr. Xxxxx Xxxxxxx
Address: Argonaut Technologies
000 Xxxxxxxxxx Xxxx, Xxxxx X
Xxx Xxxxxx, XX 00000
Facsimile: (000) 000-0000
___________________________________________
Xxxxxxx Xxxxxxxxx
Address: IDEC Pharmaceuticals
00000 X. Xxxxxx Xxxxx Xxxx
Xxxxx 000
Xxx Xxxxx, XX 00000
Facsimile: (000) 000-0000
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMEND AND RESTATED INVESTORS' RIGHTS AGREEMENT
_______________________________________________
Xxxxxx Xxxxxxxx
Address: Nanogen
00000 Xxxxxxx Xxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Facsimile: (000) 000-0000
BANK XXXXXX XXXX
By:____________________________________________
Print Name:____________________________________
Title:_________________________________________
Address: c/o Xxxxxxx Xxxxxx, Manager
Xxxxxxxxxxxxxx #00
0000 Xxxxxx
Xxxxxxxxxxx
Facsimile: 011-41-228-55-34
_______________________________________________
Xxx Straight
Address: Glaxo Wellcome Inc.
Five Xxxxx Xxxxx
Xxxxxxxx Xxxxxxxx Xxxx, XX 00000-0000
Facsimile: (000) 000-0000
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMEND AND RESTATED INVESTORS' RIGHTS AGREEMENT
_______________________________________________
Xxxxx McDonald
Address: 00 Xxxxxx Xxxxxxx
Xxx Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
_______________________________________________
Xxxxx X. Xxxxxxxx
Address: 000 Xxxx 00xx Xxxxxx, #0X
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
XXXXX X. XXXXXXXXX AND XXXX XXXXXXXX XXXXXXXXX
FAMILY TRUST, XXXXX X. XXXXXXXXX AND XXXX XXXXXXXX
TANANBAUM, TRUSTEES
By:____________________________________________
Xxxxx X. Xxxxxxxxx, Trustee
By:____________________________________________
Xxxx Xxxxxxxx Tananbaum, Trustee
Address: Advanced Medicine, Inc.
000 Xxxx Xxxxxx
Xx. Xxx Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMEND AND RESTATED INVESTORS' RIGHTS AGREEMENT
_______________________________________________
Xxxxx X. Xxxxxxxxx
Address: Advanced Medicine, Inc.
000 Xxxx Xxxxxx
Xx. Xxx Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
_______________________________________________
Xxxx Xxxxxxxx Tananbaum
Address: Advanced Medicine, Inc.
000 Xxxx Xxxxxx
Xx. Xxx Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
_______________________________________________
Xxx Xxxxxxx
Address:_______________________________________
_______________________________________
_______________________________________
Facsimile: ______________________
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMEND AND RESTATED INVESTORS' RIGHTS AGREEMENT
______________________________________________
Xxxxx Xxxxxxxxxxxx
Address: CN Biosciences, Inc.
00000 Xxxxxxx Xxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Facsimile: (000) 000-0000
_______________________________________________
Xxxx Xxxxxxxxxxxx
Address: CMG@Ventures
0000 Xxxxxx Xxxx
Xxxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
THE RETON FAMILY TRUST
By:____________________________________________
Hollings Renton, Trustee
Address: Onyx
0000 Xxxxxxxx Xxx
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
_______________________________________________
Xxxxx X. Xxxxx
Address: 0000 Xxxxx Xxxxxx, #00
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMEND AND RESTATED INVESTORS' RIGHTS AGREEMENT
_______________________________________________
Xxxxxx X. Xxxxxxx
Address: Connetics Corp.
0000 X. Xxxxxxxx Xxxx
Xxxx Xxxx, XX 00000
Facsimile: (000) 000-0000 (w); (000) 000-0000 (h)
_______________________________________________
Xxxxx Xxxxxx
Address: Symyx Technologies
0000 Xxxxxxx Xxxxxxxxxx
Xxxxx Xxxxx, XX 00000
Facsimile: (000) 000-0000
_______________________________________________
Xxx Xxxx
Address: X.X. Xxx 0000
Xxx Xxxxx, XX 00000
Facsimile: (000) 000-0000
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMEND AND RESTATED INVESTORS' RIGHTS AGREEMENT
ANGEL INVESTORS, L.P.
By: Angel Management, LLC its general partner
By:______________________________________________
J. Xxxxx XxXxxxx, Administrative Member
Address: c/o Xxxxx XxXxxxx
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
_________________________________________________
Xxxxx Xxxxx
Address: Affymetrix, Inc.
0000 Xxxxxxx Xxxxxxxxxx
Xxxxx Xxxxx, XX 00000
Facsimile: (000) 000-0000
_________________________________________________
Xx. Xxxxx X. Xxxxx
Address: CV Therapeutics, Inc.
0000 Xxxxxx Xxxxx
Xxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMEND AND RESTATED INVESTORS' RIGHTS AGREEMENT
VBW RAPTOR FUND, LLC
By:________________________________________
Managing Member
By:________________________________________
Managing Member
Address: c/o Xxxxx X. Xxxxx
Xxxxx Xxxxx Xxxxxx Asset
Management, LLC
Xxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Facsimile: (000) 000-0000
___________________________________________
Xxxxxxx Xxxxxx
Address: 00 Xxxxx Xxxxx
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
NORTHLEA PARTNERS LTD.
By:________________________________________
Xxxx Xxxxxx, General Partner
Address: 0000 XX 00xx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
________________________________________
Xxxxx Xxxx
Address: 0000 Xxxxxx Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
________________________________________
Xxxxx Xxxx
Address: Arcaris, Inc.
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
________________________________________
Xxxxx Xxxxxx
Address: Arcaris, Inc.
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
________________________________________
Xxxxxx X. Xxxxxx
Address: 00 Xxxx Xxx Xxxxxx
Xxx. 00-X
Xxx Xxxx, XX 00000
Facsimile: _______________________
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
______________________________________________
Dr. Xxxxxx Xxxxxxx
Address: Chief of Dept. of Molecular Biology
Massachusetts General Hospital
Xxxxx Xxxxxx
Xxxxxx, XX 00000
Facsimile: (000) 000-0000
______________________________________________
Xxx X. Xxxxxx
Address: Xxxxxx & McBaine Capital Management
00 Xxxxxx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
______________________________________________
Xxxxx X. X'Xxxxxxx
Address: 000 Xxxxxx Xxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Facsimile: (000) 000-0000
______________________________________________
Xxxxxx X. Xxx
Address: c/o Venture Law Group
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Facsimile:(000) 000-0000
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
_________________________________________
Xxxxxx X. Xxxxxx
Address: c/o Venture Law Group
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
_________________________________________
Xxxxx X. Xxxxxxxx
Address: c/o Venture Law Group
0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
MYTHEN TREUHAND- & VERWALTUNGS AG
By:______________________________________
Print Name:______________________________
Title:___________________________________
Address: Xxxxxxxxxxxxxx 0
0000 Xxxxxx,
Xxxxxxxxxxx
Attn: Xxxx Xxxxxxxx
Facsimile: 000-00-0000-0000
BIOTECHNOLOGY INDUSTRY ORGANIZATION
By: _____________________________________
Name:____________________________________
Title:___________________________________
Address:_________________________________
_________________________________
_________________________________
Facsimile:_______________________________
SIGNATURE PAGE TO CHEMDEX CORPORATION
THIRD AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
FOUNDERS:
_______________________________________
Xxxxxxxx X. Xxxxxxxxx
_______________________________________
Xxxx Xxxxxxx
_______________________________________
Xxxx Xxxxx
_______________________________________
Xxxxx X. Xxxxx
-1-
EXHIBIT 1
FOUNDERS
--------
Xxxxx X. Xxxxx
Xxxx Xxxxxxx
Xxxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxxxxxx
EXHIBIT 2
---------
PURCHASERS
----------
Schedule of Purchasers
-------------------------------------------------------------------------------
NAME
-------------------------------------------------------------------------------
ATGF II Angel Investors, L.P.
-------------------------------------------------------------------------------
Bay City Capital Fund I, L.P. Xxxx, Xxxx
-------------------------------------------------------------------------------
Xxxxx, Xxxxxxx X. Bang, Xxxx
-------------------------------------------------------------------------------
Cechettini 1995 Trust - Xxxxx X. Xxxxxxxxxx Bank Xxxxxx Xxxx
-------------------------------------------------------------------------------
Chancellor Private Capital Offshore Partners I, Xxxxxx, Xxxxxx L.
C.V.
-------------------------------------------------------------------------------
Chancellor Private Capital Offshore Partners II, Bayview Investors Ltd.
L.P.
-------------------------------------------------------------------------------
Chancellor Private Capital Partners III, L.P. Benz, Xxxxxxxx X.
-------------------------------------------------------------------------------
Chapey, Xxx Xxxxxxx, Xxxxx
-------------------------------------------------------------------------------
Citiventure 96 Partnership, X.X. Xxxxxxxx, Xxxxxx X.
-------------------------------------------------------------------------------
Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxx X.
-------------------------------------------------------------------------------
CMG@Ventures, II, LLC Burwen Family Trust U/D/T
dated 9-30-88, Xxxxx
Xxxxxx, Trustee
-------------------------------------------------------------------------------
Comdisco, Inc. Xxxxx, Xxxxxx
-------------------------------------------------------------------------------
Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxx X.
-------------------------------------------------------------------------------
Xxxxx Employee Fund III, L.P. Xxxx, Xxxxx
-------------------------------------------------------------------------------
Xxxxx Partners III, L.P. Xxxxxxx, Xxxx
-------------------------------------------------------------------------------
Xxxxx Partners International III, X.X. Xxxxx, M.D., Xxxx
-------------------------------------------------------------------------------
Genentech, Inc. Xxxxxx, Xxxxxx X.
-------------------------------------------------------------------------------
Xxxxxxx Sachs Group, L.P. xx Xxxxxxxxx, Xxxx
-------------------------------------------------------------------------------
H&Q Serv*is Ventures, L.P. Xx Xxxxxx, Xxxx
-------------------------------------------------------------------------------
JKR Holdings II, LLC Xxxxx, Xxxxxx
-------------------------------------------------------------------------------
Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx VIII, X.X. Xxxxx-XxXxxx Family Trust
U/D/T dated April 8, 1996,
Xxxxxx Xxxxx and Xxxx
XxXxxx, Trustees
-------------------------------------------------------------------------------
KPCB Life Sciences Zaibatsu Fund II, L.P. Xxx X. Xxxx and Xxxxxxxx
Xxxx, Trustees Under the
Dorf Family Trust dated 4-2-
90
-------------------------------------------------------------------------------
KPCB VIII Founders Fund, L.P. Xxxxxxx, Xxxx
-------------------------------------------------------------------------------
Xxxxxxx, Xxxxx and Xxxxx Xxxxxxxx, Xxxxx X.
-------------------------------------------------------------------------------
Leschly, Jan and Lotte Xxxxxx, Xxxxxx
-------------------------------------------------------------------------------
XxXxxxxx, Xxxxxx Fast, Xxxx
-------------------------------------------------------------------------------
Xxxxxxxx, Xxxxxxx Xxxxx, Xxxxxxx
-------------------------------------------------------------------------------
Spinnaker Clippers Fund, L.P. Xxxx, Xxxxxxx
-------------------------------------------------------------------------------
-1-
-------------------------------------------------------------------------------
Spinnaker Founders Fund, L.P. Xxxxx, Xxxxxxx
-------------------------------------------------------------------------------
Spinnaker Offshore Founders Fund Cayman Limited Xxxxxxxxxxxx, Xxxx
-------------------------------------------------------------------------------
Stableford, Xxxxx Xxxxx, Xxxxxxxx
-------------------------------------------------------------------------------
Xxxx, Xxxxxxx X. Xxxxxx, Xxxxx
-------------------------------------------------------------------------------
Xxxxxxxxx, Xxxxxx Xxxxxxx, Xxxxxx, M.D.
-------------------------------------------------------------------------------
Warburg, Xxxxxx Ventures X. X. Xxxxxxx Family Trust 1997
U/A/D 7-30-97, Xxxx Xxxxxxx,
Trustee
-------------------------------------------------------------------------------
Young, Xxxx Xxxxxx, Xxx X.
-------------------------------------------------------------------------------
Kaschke Investments, L.L.C. Xxxxxxxxxx, Xxxxx
-------------------------------------------------------------------------------
VLG Investments 1999 Xxxxxxx, Xxxx X.
-------------------------------------------------------------------------------
Xxxx Family Living Trust Xxxxxx, Xxxxx
-------------------------------------------------------------------------------
Xxxxx, Xxxxx Xxxxx, Xxxxx, M.D.
-------------------------------------------------------------------------------
Xxxxxxxxxx, Xxxxx Xxxxx X. Xxxxxxxx Xx.
Living Trust, Xxxxx X.
Xxxxxxxx, Xx., Trustee
===============================================================================
Xxxxx, Xxxxx X.
-------------------------------------------------------------------------------
Xxxxxxxxx, Xxxx
-------------------------------------------------------------------------------
Xxxx, Xxxxxxxxx
-------------------------------------------------------------------------------
Xxxxxxx, Xxxxx
-------------------------------------------------------------------------------
Xxxxxxx, Xx
-------------------------------------------------------------------------------
Xxxxx Family Partnership
-------------------------------------------------------------------------------
Xxxxx Revocable Trust
Under Agmt. dated 8-7-81
-------------------------------------------------------------------------------
Xxxxxx, Xxxxxx
-------------------------------------------------------------------------------
Xxxxxxxxx, Xxxxx X.
-------------------------------------------------------------------------------
Xxxxx, Xxxxx X.
-------------------------------------------------------------------------------
Xxx, Xxxxxx X.
-------------------------------------------------------------------------------
Xxxxx, Xxxxxx
-------------------------------------------------------------------------------
Xxxxxxxx, Xxxxx X.
-------------------------------------------------------------------------------
McBaine, X. Xxxxxxxxx
-------------------------------------------------------------------------------
Xxxxxx, Xxxxxx X.
-------------------------------------------------------------------------------
Xxxxxxx, Xxxx
-------------------------------------------------------------------------------
McDonald, Xxxxx
-------------------------------------------------------------------------------
Xxxxxx, Xxxxx X.
-------------------------------------------------------------------------------
Montreux Equity Partners
II, L.P.
-------------------------------------------------------------------------------
Xxxxx, Xxxxxx
-------------------------------------------------------------------------------
Northlea Partners, Ltd.
(Xxxx Xxxxxx, GP)
-------------------------------------------------------------------------------
-2-
-------------------------------------------------------------------------------
Xxxxx, Xxxx
-------------------------------------------------------------------------------
X'Xxxxxxx, Xxxxx X.
-------------------------------------------------------------------------------
Pacific Rim Capital, LLC
-------------------------------------------------------------------------------
Xxxxxxxx, Xxxxxx X.
-------------------------------------------------------------------------------
Xxxxxxxxxxxx, Xxxxx
-------------------------------------------------------------------------------
Xxxxxxxx, Xxxxxxx X.
-------------------------------------------------------------------------------
Xxxxxxxxx, Xxxxxxx
-------------------------------------------------------------------------------
Xxxxx, Xxxx
-------------------------------------------------------------------------------
The Renton Family Trust
-------------------------------------------------------------------------------
Xxxxxx, Xxxxxx X.
-------------------------------------------------------------------------------
Security Trust Co. as
Custodian for Xxxxx
Xxxxxxxx, XXX
-------------------------------------------------------------------------------
Xxxxx, Xxxxx
-------------------------------------------------------------------------------
Xxxxxxx, Xxxxx
-------------------------------------------------------------------------------
Xxxxxx, Xxxxxxx
-------------------------------------------------------------------------------
Xxxxx, Xxxx
-------------------------------------------------------------------------------
Xxxxxx, Xxxxxxx
-------------------------------------------------------------------------------
Xxxxx, Xxxxxxxx X.
-------------------------------------------------------------------------------
Xxxxxxxx, Xxxxxx X.
-------------------------------------------------------------------------------
The Xxxxxxx Family
Revocable Living Trust dated
10-25-97
-------------------------------------------------------------------------------
Straight, Xxx
-------------------------------------------------------------------------------
Xxxxxxx, Xxxxx
-------------------------------------------------------------------------------
The Tadmor and Xxxxxx
Xxxxxx Revocable Trust U/A/D
8-25-98
-------------------------------------------------------------------------------
Xxxxx X. Xxxxxxxxx and
Xxxx Xxxxxxxx Tananbaum
Family Trust, Xxxxx X.
Xxxxxxxxx and Xxxx Xxxxxxxx
Tananbaum, Trustees
-------------------------------------------------------------------------------
Xxxxxxxxx, Xxxxx X.
-------------------------------------------------------------------------------
Tananbaum, Xxxx Xxxxxxxx
-------------------------------------------------------------------------------
Xxxxxx, X. Xxxxxx
-------------------------------------------------------------------------------
Todzo, Xxxxx Xxxx
-------------------------------------------------------------------------------
Toy, Xxxxxx X.
-------------------------------------------------------------------------------
-3-
-------------------------------------------------------------------------------
VBW Raptor Fund, LLC (or
Xxxxx Xxxxx Xxxxxx Asset
Management, LLC)
-------------------------------------------------------------------------------
The Xxxxxx Living Trust
dated 3/3/95
-------------------------------------------------------------------------------
Xxxxx, Xxxxxx X., M.D. Inc.
Money Purchase Pension
Plan Xxxxxx X. Xxxxx, M.D.
TTEE DTD August 1, 1979
-------------------------------------------------------------------------------
Xxxxxxx, Xxxxxx X.
-------------------------------------------------------------------------------
Xxxxx, Xxxxxxx
-------------------------------------------------------------------------------
Xxxxxx, Xxxxxxxx
-------------------------------------------------------------------------------
Mythen Treuhand- &
Verwaltungs AG
-------------------------------------------------------------------------------
Biotechnology Industry
Organization
-------------------------------------------------------------------------------
-4-
