EXHIBIT A
AGREEMENT OF JOINT FILING
Date: May 9, 2003
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct. ALTA PARTNERS ALTA CALIFORNIA PARTNERS, L.P.
By: Alta California Management Partners, L.P.,
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, President Xxxx Xxxxxxx, General Partner
ALTA CALIFORNIA MANAGEMENT PARTNERS, L.P. ALTA EMBARCADERO PARTNERS, LLC
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, General Partner Xxxx Xxxxxxx, Member
ALTA PARTNERS II, INC.
By: /s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx, President
ALTA BIOPHARMA PARTNERS II, L.P. ALTA BIOPHARMA MANAGEMENT PARTNERS II, LLC
By: Alta BioPharma Management Partners II, LLC
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, Managing Director Xxxxx Xxxxxxx, Member
ALTA EMBARCADERO BIOPHARMA PARTNERS II, LLC
By: /s/ Xxxxx Xxxxxxx /s/ Xxxx Xxxxxxx
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Xxxxx Xxxxxxx, Manager Xxxx Xxxxxxx
/s/ Xxxx Xxxxxxx /s/ Xxx Xxxxx
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Xxxx Xxxxxxx Xxx Xxxxx
/s/ Xxxxxxx Xxxxxxx /s/ Xxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx Xxxxx Xxxxxxx
Attachment A
On April 29, 2003, the funds affiliated with Alta Partners II, Inc. signed the
Rigel Pharmaceuticals, Inc. Common Stock and Warrant Purchase Agreement ("the
Agreement"). Alta Partners II, Inc. provides investment advisory services to
several venture capital funds including Alta BioPharma Partners II, L.P. and
Alta Embarcadero BioPharma Partners II, LLC. In accordance with the terms of the
Agreement, the funds affiliated with Alta Partners II agreed to purchase
11,718,750 shares of Common Stock for $0.64 (sixty-four cents) per share, and
Warrants to purchase 2,343,750 shares of Common Stock. The purchase of the stock
and warrants is pending approval of the shareholders at the Annual Meeting of
Shareholders on June 20, 2003. In accordance with the terms of the Agreement,
Alta BioPharma Partners II, L.P. will purchase 11,302,945 shares of Common Stock
for the aggregate purchase price of $7,233,884.80 and warrants to purchase
2,260,589 shares of Common Stock. Alta Embarcadero BioPharma Partners II, LLC
will purchase 415,805 shares of Common Stock for the aggregate purchase price of
$266,115.20 and warrants to purchase 83,161 shares of Common Stock.
As of April 29, 2003, Alta BioPharma Partners II, L.P. beneficially owned
1,109,196 shares of Common Stock. Alta Embarcadero BioPharma Partners II, LLC
beneficially owned 40,804 shares Common Stock. Pending the shareholders approval
of the Agreement followed by the proposed purchase of stock and warrants: Alta
BioPharma Partners II, L.P. will beneficially own 12,412,141 shares of Common
Stock and warrants to purchase 2,260,589 shares of Common Stock. Alta
Embarcadero BioPharma Partners II, LLC will beneficially own 456,609 shares
Common Stock and warrants to purchase 83,161 shares of Common Stock.
The managing directors of Alta BioPharma Partners II, L.P. and managers of Alta
Embarcadero BioPharma Partners II, LLC exercise sole voting and investment power
in respect to the shares owned by such funds.
Certain principals of Alta Partners II, Inc. are managing directors of Alta
BioPharma Management II, LLC (which is the general partner of Alta BioPharma
Partners II, L.P.), and managers of Alta Embarcadero BioPharma Partners II, LLC.
As managing directors and managers of such entities, they may be deemed to share
voting and investment powers over the shares beneficially held by the funds. The
principals of Alta Partners II, Inc. disclaim beneficial ownership of all such
shares held by the foregoing funds, except to the extent of their proportionate
pecuniary interests therein.
Alta Partners provides investment advisory services to several venture capital
funds including Alta California Partners, L.P. and Alta Embarcadero Partners,
LLC. Alta California Partners, L.P. beneficially owns 4,578,327 shares of Common
Stock. Alta Embarcadero Partners, LLC beneficially owns 104,596 shares of Common
Stock. The respective general partners and members of Alta California Partners
L.P. and Alta Embarcadero Partners, LLC exercise sole voting and investment
power with respect to the shares owned by such funds.
Certain principals of Alta Partners are general partners of Alta California
Management Partners, L.P. (which is a general partner of Alta California
Partners, L.P.), and members Alta Embarcadero Partners, LLC. As general partners
and members of such funds, they may be deemed to share voting and investment
powers over the shares held by the funds. The principals of Alta Partners
disclaim beneficial ownership of all such shares held by the foregoing funds,
except to the extent of their proportionate pecuniary interests therein.
Xx. Xxxx Xxxxxxx, a director of Rigel Pharmaceuticals, Inc., is a managing
director of Alta BioPharma Management Partners II, LLC (which is the general
partner of Alta BioPharma Partners II, L.P.), a manager of Alta Embarcadero
BioPharma Partners II, LLC, a general partner of Alta California Management
Partners, L.P. (which is the general partner of Alta California Partners, L.P.)
and a member of Alta Embarcadero Partners, LLC. Thus he currently shares voting
and dispositive powers over the 1,109,196 shares of Common Stock beneficially
owned by Alta BioPharma Partners II, L.P., the 40,804 shares of Common Stock
beneficially owned by Alta Embarcadero BioPharma Partners II, LLC, the 4,578,327
shares of Common Stock beneficially owned by Alta California Partners L.P. and
the 104,596 shares of Common Stock beneficially owned by Alta Embarcadero
Partners, LLC. Pending approval of the Agreement followed by the proposed
purchase, he will share voting and dispositive powers
Page 1 of 2 of Attachment A
Attachment A (continued)
over the 12,412,141 shares of Common Stock and Warrants to purchase 2,260,589
shares of Common Stock beneficially owned by Alta BioPharma Partners II, L.P.,
the 456,609 shares of Common Stock and Warrants to purchase 83,161 shares of
Common Stock beneficially owned by Alta Embarcadero BioPharma Partners II, LLC,
the 4,578,327 shares of Common Stock beneficially owned by Alta California
Partners L.P. and the 104,596 shares of Common Stock beneficially owned by Alta
Embarcadero Partners, LLC. He disclaims beneficial ownership of all such shares
held by all of the foregoing funds except to the extent of his proportionate
pecuniary interests therein. Xx. Xxxxxxx holds stock options for 10,000 shares
of Common Stock: of which the option for 5,000 shares of Common Stock was
granted on June 20, 2002 and the option for 5,000 shares of Common Stock was
granted on July 19, 2001. The options vest 1/24th per month over a two-year
period commencing on the date of grant.
Xx. Xxxxx Xxxxxxx is a managing director of Alta BioPharma Management Partners
II, LLC (which is the general partner of Alta BioPharma Partners II, L.P.) and a
manager of Alta Embarcadero BioPharma Partners II, LLC. Thus she currently
shares voting and dispositive powers over the 1,109,196 shares of Common Stock
beneficially owned by Alta BioPharma Partners II, L.P. and the 40,804 shares of
Common Stock beneficially owned by Alta Embarcadero BioPharma Partners II, LLC.
Pending approval of the Agreement followed by the proposed purchase, she will
share voting and dispositive powers over the 12,412,141 shares of Common Stock
and Warrants to purchase 2,260,589 shares of Common Stock beneficially owned by
Alta BioPharma Partners II, L.P., the 456,609 shares of Common Stock and
Warrants to purchase 83,161 shares of Common Stock beneficially owned by Alta
Embarcadero BioPharma Partners II, LLC. She disclaims beneficial ownership of
all such shares held by all of the foregoing funds except to the extent of her
proportionate pecuniary interests therein.
Xx. Xxxxxxx Xxxxxxx is a general partner of Alta California Management Partners,
L.P. (which is the general partner of Alta California Partners, L.P.) and a
member of Alta Embarcadero Partners, LLC. Thus he shares voting and dispositive
powers over the 4,578,327 shares of Common Stock beneficially owned by Alta
California Partners L.P. and 104,596 shares of Common stock beneficially owned
by Alta Embarcadero Partners LLC. He disclaims beneficial ownership of all such
shares held by all of the foregoing funds except to the extent of his
proportionate pecuniary interests therein.
Xx. Xxxx Xxxxxxx is a managing director of Alta BioPharma Management Partners
II, LLC (which is the general partner of Alta BioPharma Partners II, L.P.) and a
manager of Alta Embarcadero BioPharma Partners II, LLC. Thus she currently
shares voting and dispositive powers over the 1,109,196 shares of Common Stock
beneficially owned by Alta BioPharma Partners II, L.P. and the 40,804 shares of
Common Stock beneficially owned by Alta Embarcadero BioPharma Partners II, LLC.
Pending approval of the Agreement and the proposed purchase, she will share
voting and dispositive powers over the 12,412,141 shares of Common Stock and
Warrants to purchase 2,260,589 shares of Common Stock beneficially owned by Alta
BioPharma Partners II, L.P., the 456,609 shares of Common Stock and Warrants to
purchase 83,161 shares of Common Stock beneficially owned by Alta Embarcadero
BioPharma Partners II, LLC. She disclaims beneficial ownership of all such
shares held by all of the foregoing funds except to the extent of her
proportionate pecuniary interests therein.
Xx. Xxx Xxxxx is a general partner of Alta California Management Partners, L.P.
(which is the general partner of Alta California Partners, L.P.). Thus he shares
voting and dispositive powers over the 4,578,327 shares of Common Stock
beneficially owned by Alta California Partners L.P. He disclaims beneficial
ownership of all such shares held by all of the foregoing funds except to the
extent of his proportionate pecuniary interests therein.
Alta Partners and Alta Partners II, Inc. are venture capital firms that share an
office in San Francisco. Alta Partners is California Corporation. Alta Partners
II, Inc. is a California Corporation. Alta California Partners, L.P. is a
Delaware Limited Partnership, Alta Embarcadero Partners, LLC is a California
Limited Liability Company, Alta BioPharma Partners II, L.P. is a Delaware
Limited Partnership, and Alta Embarcadero BioPharma Partners II, LLC is a
California Limited Liability Company.
Page 2 of 2 of Attachment A
