EXECUTION COPY
STOCKHOLDER AGREEMENT dated as of January 15, 2003, (this
"Agreement"), among XXXXXXX & XXXXXXX, a New Jersey corporation
("Parent"), and the individuals and other parties listed on
Schedule A attached hereto (each, a "Stockholder" and,
collectively, the "Stockholders").
WHEREAS Parent, Longbow Merger Sub, Inc., a Delaware corporation and a
wholly owned Subsidiary of Parent ("Sub"), and 3-Dimensional Pharmaceuticals,
Inc., a Delaware corporation (the "Company"), propose to enter into an Agreement
and Plan of Merger dated as of the date hereof (as the same may be amended or
supplemented, the "Merger Agreement") providing for the merger of Sub with and
into the Company (the "Merger"), upon the terms and subject to the conditions
set forth in the Merger Agreement;
WHEREAS each Stockholder owns the number of shares of common stock,
par value $.001 per share, of the Company, (the "Company Common Stock"), set
forth opposite his, her or its name on Schedule A attached hereto (such shares
of Company Common Stock, together with any other shares of capital stock of the
Company acquired by the Stockholders listed under the subheading "Directors and
Officers" on Schedule A attached hereto (collectively, the "Management
Stockholders") after the date hereof and during the term of this Agreement
(including through the exercise of any stock options, warrants or similar
instruments), being collectively referred to herein as the "Subject Shares" of
such Stockholder);
WHEREAS the Board of Directors of the Company has approved the terms
of this Agreement as set forth in the Merger Agreement; and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has requested that each Stockholder enter into this Agreement.
NOW, THEREFORE, to induce Parent to enter into, and in consideration
of its entering into, the Merger Agreement, and in consideration of the mutual
promises and the representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound, agree as follows:
1. Representations and Warranties of Each Stockholder. Each
Stockholder hereby, severally and not
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jointly, represents and warrants to Parent as of the date hereof in respect of
himself, herself or itself as follows:
(a) Authority, Execution and Delivery; Enforceability. The
Stockholder has all requisite power and authority to enter into this Agreement
and to consummate the transactions contemplated hereby. This Agreement has been
duly authorized, executed and delivered by the Stockholder and constitutes the
legal, valid and binding obligation of the Stockholder, enforceable against the
Stockholder in accordance with its terms. Except for the expiration or
termination of the waiting periods under the HSR Act and informational filings
with the SEC, the execution and delivery by the Stockholder of this Agreement do
not, and the consummation of the transactions contemplated hereby and compliance
with the terms hereof will not, conflict with, or result in any violation of, or
default (with or without notice or lapse of time or both) under, or give rise to
a right of termination, cancelation or acceleration of any obligation or to loss
of a material benefit under, or result in the creation of any Lien upon any of
the Subject Shares of the Stockholder under, (i) any trust agreement, loan or
credit agreement, bond, note, mortgage, indenture, lease or other contract,
agreement, obligation, commitment, arrangement, understanding or instrument,
(collectively, "Contracts") to which the Stockholder is a party or by which any
of the Subject Shares of the Stockholder is bound or (ii) subject to the filings
and other matters referred to in the next sentence, any provision of any
judgment, order or decree (collectively, "Judgment") or any statute, law,
ordinance, rule or regulation (collectively, "Applicable Law") applicable to the
Subject Shares of the Stockholder. No consent, approval, order or authorization
(collectively, "Consent") of, action by or in respect of, or registration,
declaration or filing with, any Governmental Entity is required to be obtained
or made by or with respect to the Stockholder that is unique to the Stockholder
in connection with the execution, delivery and performance of this Agreement or
the consummation of the transactions contemplated hereby, other than (i)
compliance with and filings under the HSR Act, if applicable to the
Stockholder's receipt in the Merger of the Merger Consideration, (ii) such
reports under Sections 13(d) and 16 of the Exchange Act as may be required in
connection with this Agreement and the transactions contemplated hereby and
(iii) where the failure to obtain such Consent or action, or to make such
registration, declaration or filing, could not reasonably be expected to
prevent, materially impede or delay the performance by the Stockholder of its
obligations under this Agreement. If the Stockholder is a natural person and is
married, and the Stockholder's Subject Shares
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constitute community property or otherwise need spousal or other approval for
this Agreement to be legal, valid and binding, this Agreement has been duly
authorized, executed and delivered by, and constitutes a valid and binding
agreement of, the Stockholder's spouse, enforceable against such spouse in
accordance with its terms. No trust of which such Stockholder is a trustee
requires the consent of any beneficiary to the execution and delivery of this
Agreement or to the consummation of the transactions contemplated hereby.
(b) The Subject Shares. The Stockholder is the record and beneficial
owner of, or is trustee of a trust that is the record holder of, and whose
beneficiaries are the beneficial owners of, and has good and marketable title
to, the Subject Shares set forth opposite his, her or its name on Schedule A
attached hereto, free and clear of any Liens. Each Management Stockholder does
not own, of record or beneficially, any shares of capital stock of the Company
other than the Subject Shares set forth opposite his, her or its name on
Schedule A attached hereto. Other than with respect to the Note and Pledge
Agreement dated as of March 15, 2000 between Xxxxx X. U'Xxxxxxxx and the
Company, the Stockholder has the sole right to vote such Subject Shares (except
to the extent that such Subject Shares are issuable upon the exercise of options
or Warrants that have not been exercised by such Stockholder), and, except as
contemplated by this Agreement, none of such Subject Shares is subject to any
voting trust or other agreement, arrangement or restriction with respect to the
voting of such Subject Shares.
2. Representations and Warranties of Parent. Parent hereby
represents and warrants to each Stockholder that Parent (i) is duly
incorporated, validly existing and in good standing under the laws of the State
of New Jersey, and (ii) has all requisite corporate power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby. This
Agreement has been duly authorized. The execution and delivery by Parent of this
Agreement and consummation of the transactions contemplated hereby have been
duly authorized by all necessary corporate action on the part of Parent. Parent
has duly executed and delivered this Agreement, and, assuming this. Agreement
constitutes the legal, valid and binding obligation of each of the other parties
hereto, this Agreement constitutes a valid and binding obligation of Parent
enforceable against Parent in accordance with its terms. The execution and
delivery by Parent of this Agreement do not, and the consummation of the
transactions contemplated hereby and compliance with the terms hereof will not,
conflict with, or
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result in any violation of, or default (with or without notice or lapse of time
or both) under, or give rise to a right of termination, cancelation or
acceleration of any obligation or to loss of a material benefit under, (i) the
Certificate of Incorporation or By-laws of Parent, (ii) any Contract to which
Parent is a party or by which any properties or assets of Parent are bound in
any way that would prevent the consummation by Parent of the transactions
contemplated by this Agreement or (iii) subject to the filings and other matters
referred to in the next sentence, any provision of any Judgment or Applicable
Law applicable to Parent or the properties or assets of Parent, in any way that
would prevent the consummation by Parent of the transactions contemplated by
this Agreement. No Consent of, action by or in respect of, or registration,
declaration or filing with, any Governmental Entity is required to be obtained
or made by or with respect to Parent in connection with the execution, delivery
and performance of this Agreement or the consummation of the transactions
contemplated hereby, other than such reports under Sections 13(d) and 16 of the
Exchange Act as may be required in connection with this Agreement and the
transactions contemplated hereby.
3. Covenants of each Stockholder. Each Stockholder, acting as a
stockholder of the Company (or warrantholder of the Company with respect to
Section 3(h)) and not as an officer or director of the Company, severally and
not jointly, agrees as follows:
(a) Without in any way limiting each Stockholder's right to vote its
Subject Shares in its sole discretion with respect to any other matters, at any
meeting of stockholders of the Company called to vote upon the Merger and the
Merger Agreement or at any adjournment thereof or in any other circumstances
upon which a vote, consent or other approval (including by written consent) with
respect to the Merger and the Merger Agreement is sought, the Stockholder shall,
including by executing a written consent if requested by Parent, vote (or cause
to be voted) the Subject Shares in favor of the Merger, the adoption by the
Company of the Merger Agreement and the approval of the terms thereof and each
of the other transactions contemplated by the Merger Agreement.
(b) At any meeting of stockholders of the Company or at any
adjournment thereof or in any other circumstances upon which the Stockholder's
vote, consent or other approval is sought, the Stockholder shall vote (or cause
to be voted) the Subject Shares against (i) any merger agreement or merger
(other than the Merger Agreement and the Merger),
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consolidation, combination, sale of substantial assets, reorganization,
recapitalization, dissolution, liquidation or winding up of or by the Company or
any other Takeover Proposal or (ii) any amendment of the Company's Ninth
Restated Certificate of Incorporation or By-laws or other proposal or
transaction involving the Company, which amendment or other proposal or
transaction would in any manner impede, frustrate, prevent or nullify, or result
in a breach of any covenant, representation or warranty or any other obligation
of the Company under or with respect to, the Merger, the Merger Agreement or any
of the other transactions contemplated by the Merger Agreement or change in any
manner the voting rights of the Company Common Stock. The Stockholder shall not
commit or agree to take any action inconsistent with the foregoing.
(c) The Stockholder shall not (i) sell, transfer, pledge, assign or
otherwise dispose of (including by gift) (collectively, "Transfer"), consent to
any Transfer of, or enter into any Contract, option or other arrangement
(including any profit sharing arrangement) with respect to the Transfer of, any
Subject Shares (or any interest therein) to any person other than pursuant to
the terms of the Merger or (ii) enter into any voting arrangement, whether by
proxy, voting agreement or otherwise, with respect to any Subject Shares other
than pursuant to this Agreement and shall not commit or agree to take any of the
foregoing actions. The Stockholder shall not, nor shall such Stockholder permit
any entity under such Stockholder's control to, deposit any Subject Shares in a
voting trust. Nothing contained in this Section 3(c) shall prohibit any sale,
transfer or assignment of Subject Shares by a Management Stockholder to members
of such Management Stockholder's family, a family trust of such Management
Stockholder or a charitable institution if the transferee of such Subject Shares
agrees in writing to be bound by the terms hereof and notice of such sale,
transfer or assignment, including the name and address of the purchaser,
transferee or assignee, is delivered to Parent prior to such sale, transfer or
assignment.
(d) The Stockholder shall not, nor shall it authorize or permit (to
the extent that it has the power not to permit) any employees or Affiliates of,
or any investment banker, financial advisor, attorney, accountant or other
advisor, agent or representative of, the Stockholder (collectively, the
"Stockholder Representatives") to, directly or indirectly through any person or
entity, (i) solicit, initiate or encourage, or take any other action designed
to, or which would reasonably be expected to, facilitate, any inquiries or the
making of any proposal that
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constitutes or would reasonably be expected to lead to a Takeover Proposal or
(ii) enter into, continue or otherwise participate in any discussions or
negotiations regarding, or furnish to any person any information with respect to
any Takeover Proposal. Without limiting the foregoing, it is agreed that any
violation of the restrictions set forth in the preceding sentence by any
Stockholder Representative of such Stockholder shall be a breach of this Section
3(d) by such Stockholder. The Stockholder shall promptly advise Parent orally
and in writing of any Takeover Proposal or inquiry made to the Stockholder with
respect to any Takeover Proposal.
(e) Until the earlier of (i) the consummation of the Merger and (ii)
termination of the Merger Agreement pursuant to its terms, the Stockholder shall
use all reasonable efforts to take, or cause to be taken, all actions, and to
do, or cause to be done, and to assist and cooperate with the other parties in
doing, all things necessary, proper or advisable to consummate and make
effective, in the most expeditious manner practicable, the Merger and the other
transactions contemplated by the Merger Agreement. The Stockholder shall not
issue any press release or make any other public statement with respect to this
Agreement, the Merger Agreement, the Merger or any other transaction
contemplated by this Agreement or the Merger Agreement without the prior written
consent of Parent, except as may be required by Applicable Law.
(f) The Stockholder, and any beneficiary of a revocable trust for
which such Stockholder serves as trustee, shall not take any action to revoke or
terminate such trust or take any other action which would restrict, limit or
frustrate in any way the transactions contemplated by this Agreement. Each such
beneficiary hereby acknowledges and agrees to be bound by the terms of this
Agreement applicable to it.
(g) The Stockholder hereby consents to and approves the actions taken
by the Board of Directors of the Company in approving the Merger Agreement and
this Agreement, the Merger and the other transactions contemplated by the Merger
Agreement. The Stockholder hereby waives, and agrees not to exercise or assert,
any appraisal or similar rights under Section 262 of the DGCL or other
Applicable Law in connection with the Merger.
(h) As set forth on Schedule B attached hereto, each Stockholder who
also holds Warrants exercisable for Company Common Stock (as set forth opposite
his, her or its name on Schedule B attached hereto) hereby consents to the
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lump sum cash payment as specified in Section 5.04(b) of the Merger Agreement
and the concurrent cancelation of such Warrants. The Stockholder does not own,
of record or beneficially, any Warrants exercisable for Company Common Stock
other than the Warrants set for opposite his, her or its name on Schedule B
attached hereto.
4. Grant of Irrevocable Proxy; Appointment of Attorney-in-Fact.
(a) Each Stockholder hereby irrevocably grants to, and appoints,
Parent and Xxx Xxxxxx, Xxxxxxx Xxxxxxx and Xxxx X. Xxxxxx, in their respective
capacities as officers or authorized representatives of Parent, and any
individual who shall hereafter succeed to any such office of Parent, and each of
them individually, and any individual designated in writing by any of them, as
such Stockholder's proxy and attorney-in-fact (with full power of substitution),
for and in the name, place and stead of such Stockholder, to vote such
Stockholder's Subject Shares, or grant a consent or approval in respect of such
Subject Shares (i) in favor of adoption of the Merger Agreement and approval of
the Merger and any other transactions contemplated by the Merger Agreement, (ii)
against any Takeover Proposal and (iii) against any amendment of the Company's
Ninth Restated Certificate of Incorporation or By-laws, or other proposal or
transaction (including any consent solicitation to remove or elect any directors
of the Company) involving the Company, which amendment or other proposal or
transaction would in any manner impede, frustrate, prevent or nullify, or result
in a breach of any covenant, representation or warranty or any other obligation
or agreement of the Company under or with respect to, the Merger, the Merger
Agreement or any of the other transactions contemplated by the Merger Agreement
or change in any manner the voting rights of the Company Common Stock. The
Stockholder understands and acknowledges that Parent is entering into the Merger
Agreement in reliance upon the Stockholder's execution and delivery of this
Agreement.
(b) Such Stockholder represents that any proxies heretofore given in
respect of such Stockholder's Subject Shares are not irrevocable, and that all
such proxies are hereby revoked.
(c) Such Stockholder hereby affirms that the irrevocable proxy set
forth in this Section 4 is given in connection with the execution of the Merger
Agreement, and that such irrevocable proxy is given to secure the performance of
the duties of the Stockholder under this Agreement. Such Stockholder hereby
further affirms that the
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irrevocable proxy is coupled with an interest and may under no circumstances be
revoked. Such Stockholder hereby ratifies and confirms all that such irrevocable
proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable
proxy is executed and intended to be irrevocable in accordance with the
provisions of Section 212(e) of the DGCL. The irrevocable proxy granted
hereunder shall automatically terminate upon the termination of this Agreement
in accordance with Section 7.
5. Further Assurances. Each Stockholder will, from time to time,
execute and deliver, or cause to be executed and delivered, such additional or
further consents, documents and other instruments as Parent may reasonably
request for the purpose of effectively carrying out the transactions
contemplated by this Agreement.
6. Additional Matters. (a) Each Stockholder agrees that this
Agreement and the obligations hereunder shall attach to such Stockholder's
Subject Shares and shall be binding upon any person or entity to which legal or
beneficial ownership of such Subject Shares shall pass, whether by operation of
law or otherwise, including such Stockholder's heirs, guardians, administrators
or successors, and that each certificate representing such Subject Shares will
be inscribed with a legend to such effect. In the event of any stock split,
stock dividend, merger, reorganization, recapitalization or other change in the
capital structure of the Company affecting the Company Common Stock, or the
acquisition of additional shares of Company Common Stock or other voting
securities of the Company by any Management Stockholder, the number of Subject
Shares listed in Schedule A beside the name of such Stockholder shall be
adjusted appropriately and this Agreement and the obligations hereunder shall
attach to any additional shares of Company Common Stock or other voting
securities of the Company issued to or acquired by such Stockholder.
Notwithstanding any provision in this Agreement to the contrary, nothing herein
shall require or be deemed to require the exercise of, or give any person other
than the Stockholder the power to exercise, any option to purchase Company
Common Stock or any Warrants held at any time by such Stockholder, it being
understood that the foregoing shall in no way limit the provisions of Section
3(h) herein.
(b) Each Stockholder agrees that such Stockholder will tender to the
Company, within 10 business days after the date hereof (or, in the event Subject
Shares are acquired subsequent to the date hereof within 10 business days after
the date of such acquisition), any and all
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certificates representing such Stockholder's Subject Shares in order that the
Company may inscribe upon such certificates the legend in accordance with
Section 5.10 of the Merger Agreement.
(c) No person executing this Agreement who is or becomes during the
term hereof a director or officer of the Company makes (or shall be deemed to
have made) any agreement or understanding herein in his or her capacity as such
a director or officer of the Company. Each Stockholder signs solely in his, her
or its capacity as the record holder and beneficial owner of, or the trustee of
a trust whose beneficiaries are the beneficial owners of, such Stockholder's
Subject Shares and nothing herein shall limit or affect any actions taken by any
Stockholder or any employee or Affiliate of any Stockholder in his or her
capacity as an officer or director of Company to the extent not prohibited by
the Merger Agreement.
7. Termination. This Agreement shall terminate, and the provisions
hereof shall be of no further force or effect, upon the earliest to occur of (i)
the Effective Time, (ii) the termination of the Merger Agreement or (iii) at the
option of any Stockholder, the execution or granting of any amendment,
modification, change or waiver with respect to the Merger Agreement subsequent
to the date of this Agreement that results in any decrease in the price to be
paid per share for the shares of Company Common Stock. Nothing in this Section 7
shall relieve or otherwise limit the liability of any party for breach of this
Agreement.
8. General Provisions. (a) Amendments. This Agreement may not be
amended except by an instrument in writing signed by each of the parties hereto.
(b) Notice. All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally or sent by
overnight courier (providing proof of delivery) to Parent in accordance with
Section 8.02 of the Merger Agreement and to the Stockholders at their respective
addresses set forth on Schedule A attached hereto (or at such other address for
a party as shall be specified by like notice).
(c) Interpretation. When a reference is made in this Agreement to a
Section, such reference shall be to a Section of this Agreement unless otherwise
indicated. The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement. Wherever the words "include", "includes" or "including" are used in
this
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Agreement, they shall be deemed to be followed by the words "without
limitation".
(d) Counterparts. This Agreement may be executed in one or more
counterparts (including by facsimile), all of which shall be considered one and
the same agreement. This Agreement shall become effective against Parent when
one or more counterparts have been signed by Parent and delivered to each
Stockholder. This Agreement shall become effective against any Stockholder when
one or more counterparts have been executed by such Stockholder and delivered to
Parent. Each party need not sign the same counterpart.
(e) Entire Agreement; No Third-Party Beneficiaries. This Agreement
(including the documents and instruments referred to herein) (i) constitutes the
entire agreement and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof
and (ii) is not intended to confer upon any person other than the parties hereto
any legal or equitable rights or remedies.
(f) GOVERNING LAW; CAPITALIZED TERMS. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW THEREOF. CAPITALIZED TERMS USED BUT NOT DEFINED
HEREIN SHALL HAVE THE MEANINGS SET FORTH IN THE MERGER AGREEMENT.
(g) Voidability. If prior to the execution hereof, the Board of
Directors of the Company shall not have duly and validly authorized and approved
by all necessary corporate action, this Agreement, the Merger Agreement and the
transactions contemplated hereby and thereby, so that by the execution and
delivery hereof Parent or Sub would become, or could reasonably be expected to
become an "interested stockholder" with whom the Company would be prevented for
any period pursuant to Section 203 of the DGCL from engaging in any "business
combination" (as such terms are defined in Section 203 of the DGCL), then this
Agreement shall be void and unenforceable until such time as such authorization
and approval shall have been duly and validly obtained.
9. Specific Enforcement. The parties agree that irreparable damage
would occur and that the parties would not have any adequate remedy at law in
the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall
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be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions of this Agreement
in any Federal court located in the State of Delaware or in any state court in
the State of Delaware, this being in addition to any other remedy to which they
are entitled at law or in equity. In addition, each of the parties hereto (i)
consents to submit itself to the personal jurisdiction of any Federal court
located in the State of Delaware or of any state court located in the State of
Delaware in the event any dispute arises out of this Agreement or the
transactions contemplated by this Agreement, (ii) agrees that it will not
attempt to deny or defeat such personal jurisdiction by motion or other request
for leave from any such court and (iii) agrees that it will not bring any action
relating to this Agreement or the transactions contemplated by this Agreement in
any court other than a Federal court located in the State of Delaware or a state
court located in the State of Delaware.
10. Assignment. Subject to Section 3(c), neither this Agreement nor
any of the rights, interests or obligations hereunder shall be assigned by any
Stockholder, on the one hand, without the prior written consent of Parent nor by
Parent, on the other hand, without the prior written consent of the
Stockholders, and any assignment without such consent shall be null and void,
except that Parent may assign, in its sole discretion, any or all of its rights,
interests and obligations hereunder to any direct or indirect wholly owned
Subsidiary of Parent. Subject to the preceding sentence, this Agreement will be
binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and assigns.
11. Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible to the fullest extent
permitted by Applicable Law in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
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IN WITNESS WHEREOF, Parent has caused this Agreement to be signed by
its officer thereunto duly authorized and each Stockholder has signed this
Agreement, all as of the date first written above.
XXXXXXX & XXXXXXX,
By:
------------------------------------------
Name:
Title:
[Signature pages of the Stockholders follow]
Healthcare Ventures III, L.P.
By:
------------------------------------------
Name:
Title:
Healthcare Ventures IV, L.P.
By:
------------------------------------------
Name:
Title:
Healthcare Ventures V, L.P.
By:
------------------------------------------
Name:
Title:
Healthcare Ventures VI, L.P.
By:
------------------------------------------
Name:
Title:
Rho Management Trust II
By: Rho Capital Partners,
Inc., Investment Advisor
By:
------------------------------------------
Name:
Title:
Xxxxx X. U'Xxxxxxxx
----------------------------------------------
F. Xxxxxxx Xxxxxxx
----------------------------------------------
Xxxx X. Xxxx
----------------------------------------------
Xxxxx X. Bone
----------------------------------------------
Xxxxx X. Xxxxxxx
----------------------------------------------
Xxxxx X. XxxXxxxxx
----------------------------------------------
Xxxxx X. Xxxx
----------------------------------------------
Xxxxxxx X. Xxxxxxx
----------------------------------------------
SCHEDULE A
Number of
Name and Shares
Address of of Common Stock
Stockholder Owned of Record
--------------------------------- ---------------
Healthcare Ventures III, L.P 2,706,453
00 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Attn: Xxxxx Xxxxxxxxx
Healthcare Ventures IV, L.P 794,780
00 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Attn: Xxxxx Xxxxxxxxx
Healthcare Ventures V, L.P. 310,497
00 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Attn: Xxxxx Xxxxxxxxx
Healthcare Ventures VI, L.P. 697,039
00 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Attn: Xxxxx Xxxxxxxxx
Rho Management Trust II 2,285,283
c/o Rho Capital Partners, Inc.
Carnegie Hall Tower
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxx
Directors and Officers
Xxxxx X. Bone 55,179
000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Xxxx X. Xxxx 0
000 Xxxxxxx Xxxx
Xxxxx, XX 00000
Xxxxx X. Xxxxxxx 53,571
0 Xxxxxx Xxxxx Xxxxx
Xxxxxxxxxx Xxxxxxxx, XX 00000
Xxxxx X. XxxXxxxxx 0
000 Xxxxx Xxxxxxx Xxxx
Xxxx Xxxx, XX 00000
Xxxxx X. Xxxx 0
0000 Xxxxxx Xxxx
Xxxxxxx Xxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxx 0
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
F. Xxxxxxx Xxxxxxx 299,014
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxx, XX 00000
Xxxxx X. U'Xxxxxxxx 254,784
000 Xxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
---------------
Total 7,456,600
SCHEDULE B
Number of Shares
Number of Common Stock
of Underlying the
Name of Stockholder Warrants Warrants
-------------------------- -------- ----------------
Rho Management Trust II 101,829 101,829
