Exhibit 7(b)
FORWARD VENTURES II, L.P.,
a Delaware limited partnership
AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
This Agreement is amended and restated as of the 21st day of
September, 1993, by and among Forward II Associates L.P., a Delaware limited
partnership (the "General Partner"), and each of the persons the names of which
are set forth under the heading "Limited Partners" on the Schedule of Partners
attached hereto, with respect to Forward Ventures II, L.P., a Delaware limited
partnership (the "Partnership" or "Forward II"), formed on April 22, 1993
pursuant to the Delaware Revised Uniform Limited Partnership Act, as follows:
ARTICLE I
NAME, CHARACTER, AND
PRINCIPAL OFFICE OF PARTNERSHIP
1.1 Partnership Name. The name of the Partnership is Forward
Ventures II, L.P. The partners of the Partnership are the General Partner and
the Limited Partners (the "Partners"). The affairs of the Partnership shall be
conducted under the Partnership name or such other name as the General Partner
may, in its discretion, determine.
1.2 Partnership Purpose. The primary purpose of the Partnership is
to make venture capital investments, principally by investing in equity or
equity-oriented securities of privately-held, early stage emerging biotechnology
and health care related companies. The Partnership may also participate in,
among other things, leveraged acquisitions of privately held and publicly held
corporations (or divisions, subsidiaries or other business units thereof) and
investments in securities of publicly held corporations that appear to be
undervalued or that offer the opportunity for significant capital appreciation.
The general purposes of the Partnership are to buy, hold, sell, and otherwise
invest in Securities, whether readily marketable or not; to exercise all rights,
powers, privileges, and other incidents of ownership or possession with respect
to Securities held or owned by the Partnership; to enter into, make, and perform
all contracts and other undertakings; and to engage in all activities and
transactions as may be necessary, advisable, or desirable, as determined by the
General Partner, to carry out the foregoing.
1.3 Principal Office; Registered Office. The principal office of the
Partnership shall be 0000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xx Xxxxx, Xxxxxxxxxx
00000, or such other place or places within the United States as the General
Partner may from time to time designate. The Partnership's registered office in
Delaware, and the name of the registered agent for service of process, shall be
The Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000 or such other place or persons as the General Partner
may from time to time designate.
. . . .
ARTICLE VII
MANAGEMENT, DUTIES, AND RESTRICTIONS
7.1 Management. The General Partner shall have the sole and
exclusive right to manage, control, and conduct the affairs of the Partnership
and to do any and all acts on behalf of the Partnership (including exercise of
rights to elect to adjust the tax basis of Partnership assets and to revoke such
elections and to make such other tax elections as the General Partner shall deem
appropriate).
7.2 Indebtedness; Restrictions; Reinvestments.
(a) The General Partner may borrow money or otherwise incur
indebtedness on behalf of the Partnership or guaranty indebtedness of companies
of which the Partnership holds Securities in an amount not in excess, in the
aggregate at any point in time, of ten percent (10%) of the Partners' Capital
Commitments to the Partnership; provided that no borrowing or guaranty shall be
made by the Partnership if the Limited Partners would be required to recognize
unrelated business taxable income within the meaning of Section 512 of the Code
as a result thereof.
(b) Except with the approval of a Majority in Interest of the
Limited Partners, the Partnership shall not invest (i) more than fifteen percent
(15%) of the aggregate amount of the Partners' Capital Commitments to the
Partnership in the Securities of any one issuer, (ii) more than five percent
(5%) of the aggregate amount of the Partners' Capital Commitments to the
Partnership in Securities purchased by the Partnership in the over-the-counter
market or that are listed on a securities exchange or (iii) partnerships with
investment objectives similar to those of the Partnership.
(c) The Partnership shall not reinvest any proceeds realized on the
sale of Securities in the Partnership's venture capital portfolio; provided that
such proceeds may be reinvested in Money-Market Investments.
(d) The Partnership shall not invest primarily in leveraged
acquisitions of privately or publicly held corporations.
. . . .
