EXHIBIT 8
IDENIX PHARMACEUTICALS, INC.
LOCK-UP AGREEMENT
June 11, 2004
Xxxxxxx, Xxxxx & Co.
Xxxxxx Xxxxxxx & Co. Incorporated
Bear, Xxxxxxx & Co. Inc.
c/o Goldman, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: Idenix Pharmaceuticals, Inc. - Lock-Up Agreement
Ladies and Gentlemen:
The undersigned understands that you, as representatives (the
"Representatives"), propose to enter into an Underwriting Agreement on behalf of
the several Underwriters named in Schedule I to such agreement (collectively,
the "Underwriters"), with Idenix Pharmaceuticals, Inc., a Delaware corporation
(referred to herein as the "Company"), providing for a public offering (the
"Offering") of common stock of the Company (the "Shares") pursuant to a
Registration Statement on Form S-1 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "SEC").
In consideration of the agreement by the Underwriters to offer and sell
the Shares, and of other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the undersigned agrees that, during
the period beginning from the date of the final Prospectus (the "Final
Prospectus") covering the public offering of the Shares and continuing to and
including the date that is 180 days after the date of such Final Prospectus, the
undersigned will not offer, sell, contract to sell, pledge, grant any option to
purchase, make any short sale or otherwise dispose of (collectively, "Transfer")
any shares of common stock of the Company, or any options or warrants to
purchase any shares of common stock of the Company (other than Shares sold in
the Offering), or any securities convertible into, exchangeable for or that
represent the right to receive shares of common stock of the Company, whether
now owned or hereinafter acquired, owned directly by the undersigned (including
holding as a custodian) or with respect to which the undersigned has beneficial
ownership within the rules and regulations of the SEC (collectively the
"Undersigned's Shares"), except for any of the Undersigned's Shares that are
acquired in the public market pursuant to brokers' transactions; provided,
however, that this exception shall not apply to any transactions in which a
public filing is required or made, including, without limitation, the filing of
a Schedule 13D, a Schedule 13G and/or a Form 4, each in accordance with the
Securities Exchange Act of 1934 or otherwise.
The foregoing restriction is expressly agreed to preclude the undersigned
from engaging in any hedging or other transaction during the applicable period
which is designed to or which reasonably could be expected to lead to or result
in a sale or disposition of the Undersigned's Shares even if such Undersigned's
Shares would be disposed of by someone other than the undersigned. Such
prohibited hedging or other transactions would include without limitation any
short sale or any purchase, sale or grant of any right (including without
limitation any put or call option) with respect to any of the Undersigned's
Shares or with respect to any security that includes, relates to, or derives any
significant part of its value from such Undersigned's Shares.
Notwithstanding the foregoing, the undersigned may Transfer the
Undersigned's Shares (i) as a bona fide gift or gifts, (ii) to any trust for the
direct or indirect benefit of the undersigned or the immediate family of the
undersigned, (iii) by will or intestate succession, (iv) to any affiliate (as
defined in Regulation C under the Securities Act of 1933, as amended) of the
undersigned, (v) if the undersigned is a partnership, limited liability company
or similar entity, to any partners or members of such partnership, limited
liability company or similar entity or (vi) with the prior written consent of
Xxxxxxx, Xxxxx & Co. on behalf of the Underwriters; provided, however, that in
the case of Transfers pursuant to clauses (i), (ii), (iv), and (v) above, it
shall be a condition to such
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Transfer that the transferee (or trustee in the case of clause (ii) above)
execute an agreement stating that such transferee (or trustee) is receiving and
holding such capital stock subject to the provisions of this Agreement and there
shall be no further Transfer of such capital stock except in accordance with
this Agreement, and provided further that any such Transfer shall not involve a
disposition for value. For purposes of this Lock-Up Agreement, "immediate
family" shall mean any relationship by blood, marriage or adoption, not more
remote than first cousin.
To the extent you release any of the Company's stockholders from such
stockholder's obligations under any lock-up agreement executed in connection
with the Offering in full or in part, the undersigned shall be similarly
released from its obligations under this Lock-up Agreement. In addition, if
Xxxxxxx, Sachs & Co. consents to the Transfer in the aggregate of greater than 1
percent (1%) of the outstanding Shares of the Company (calculated immediately
following completion of the Offering) pursuant to clause (vi) of the preceding
paragraph, then the undersigned shall thereafter be entitled to Transfer a
number of the Undersigned's Shares up to the aggregate number of Shares
previously transferred by all other stockholders pursuant to clause (vi) of the
preceding paragraph.
The undersigned agrees and consents to the entry of stop transfer
instructions with the Company's transfer agent and registrar against the
transfer of the Undersigned's Shares except in compliance with the foregoing
restrictions.
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
Offering. The undersigned further understands that this Lock-Up Agreement is
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors, and assigns. This Lock-up Agreement shall supercede
in all respects any Lock-up Agreements relating to the Shares executed by the
undersigned prior to the date hereof.
This Lock-Up Agreement shall automatically terminate and be of no further
effect if (i) the Registration Statement is not declared effective by the SEC by
October 31, 2004 or (ii) the Underwriting Agreement is terminated pursuant to
its terms.
NOVARTIS PHARMA AG
By:/s/ Xxxxxx X. Xxxxxx
-----------------------------
Title: General Counsel
By:/s/ Xxxxxx X. Xxxxx
-----------------------------
Title: Head of Operational
Treasury
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