LOCK-UP LETTER AGREEMENT
February 3, 1997
Millennium Pharmaceuticals, Inc.
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Re: ChemGenics Pharmaceuticals Inc.
Ladies and Gentlemen:
The undersigned, at the date hereof, is the owner of (or has the right
to direct the disposition of) 6,792,679 shares (excluding shares issuable
upon the exercise of options or warrants*, whether or not presently
exercisable) (the "Shares") of common stock, par value $.001 per share (the
"Common Stock") of ChemGenics Pharmaceuticals Inc. (the "Company"). The
undersigned understands that Millennium Pharmaceuticals, Inc. (the "Buyer")
and CPI Acquisition Corp., a wholly-owned subsidiary of the Buyer (the
"Transitory Subsidiary") have entered into an Agreement and Plan of Merger
(the "Merger Agreement") with the Company, pursuant to which the Transitory
Subsidiary will be merged (the "Merger") with and into the Company and the
outstanding shares of capital stock of the Company will be converted into
an aggregate of 4,783,688 shares of common stock of the Buyer (the "Merger
Shares"). Following the Merger, all options to purchase shares of
ChemGenics' Common Stock will be converted into options (the "Options") to
purchase shares of common stock of the Buyer (the "Option Shares"),
although the number and price of the shares subject to each Option will be
adjusted based upon the conversion rate set forth in the Merger Agreement.
Merger Shares and Option Shares are collectively referred to herein as
"Buyer Shares."
The undersigned agrees that, during the period commencing at the
Effective Time (as defined in the Merger Agreement) and ending on the date
that the Registration Statement on Form S-3 (or other appropriate form)
filed by the Buyer is declared effective by the Securities and Exchange
Commission (the "Date of Effectiveness"), the undersigned shall not sell,
exchange, transfer, assign, pledge, dispose of or engage in any
transaction, including a transaction of arrangement that reduces the risk
of loss by short sale, hedging or otherwise, any of the Buyer Shares issued
and delivered to the undersigned pursuant to the Merger or the exercise of
options. During the period commencing on the Date of Effectiveness and
ending July 31, 1997, the foregoing prohibition shall apply with respect to
fifty percent (50%) of the Buyer Shares issued and delivered to the
undersigned pursuant to the Merger or upon the exercise of Options. During
the period beginning August 1, 1997 and ending September 30, 1997, the
foregoing prohibition shall apply with respect to twenty-five percent (25%)
of the Buyer Shares issued and delivered to the undersigned pursuant to the
Merger or upon the exercise of Options. After September 30, 1997, the
foregoing prohibition shall have no further force or effect.
Notwithstanding the foregoing, if the undersigned is an individual, he
may transfer any or all of the Buyer Shares either during his or her
lifetime or on death by gift, will or intestate succession to his or her
immediate family or to a trust the beneficiaries of which are exclusively
the undersigned and/or a member or members of his or her immediate family;
and if the undersigned is a partnership, the
partnership may transfer any Buyer Shares to a partner of such partnership
or a retired partner of such partnership who retires after the date hereof,
or to the estate of any such partner or retired partner, and any partner
who is an individual may transfer Buyer Shares by gift, will or intestate
succession to his or her immediate family; and if the undersigned is a
corporation, the corporation may transfer Buyer Shares to any stockholder
of such corporation pursuant to a duly declared dividend and any
stockholder who is an individual may transfer Buyer Shares by gift, will or
intestate succession to his or her immediate family; provided, however,
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that in any such case it shall be a condition to the transfer that the
transferee execute an agreement stating that the transferee is receiving
and holding the Buyer Shares subject to the provisions of this letter
agreement, and there shall be no further transfer of such Buyer Shares
except in accordance with this letter agreement.
For purposes of this letter agreement, "immediate family" shall mean
spouse and lineal descendant, father, mother, brother or sister of the
transferor or his spouse.
Sincerely,
PERSEPTIVE BIOSYSTEMS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Signature of Security Holder
PerSeptive Biosystems, Inc.
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Print Exact Name of Security Holder
(If Security Holder is an Entity)
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D.
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Print Name of Signatory
CEO
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Print Title of Signatory
