Exhibit 99.3
Elan Pharmaceutical Investments Ltd.
000 Xx. Xxxxx Xxxxx
Xxxxxx, Xxxxxx Xxxxxxx
Xxxxxxx, XX 04
November 30, 1999
Celtrix Pharmaceuticals, Inc.
0000 Xxxxxxx Xxxxx
Xxxxx 000
Xxx Xxxx, XX 00000
Attention: Chief Executive Officer
Gentlemen:
Attached to this letter is counterpart of the Stockholders Voting Agreement
dated as of the date hereof (the "Agreement") among Insmed, Inc., Celtrix
Mergersub, Inc., and certain holders of shares of Celtrix Pharmaceuticals, Inc.,
which has been signed on behalf of Elan Pharmaceutical Investments Ltd. You are
authorized to release the attached document and it shall be deemed to be
delivered and effective at such time that you have provided written notice to us
that stockholders whose shares constitute a majority of the issued and
outstanding shares of common stock of Celtrix Pharmaceuticals, Inc., excluding
shares of Celtrix common stock held by Elan and its affiliates, on the date
hereof have voted, or have agreed to vote, in favor of the merger (as defined in
the Agreement) and the other items described in Section 5 of the Agreement. If
such notice shall not have been provided to us on or prior to the date that is
180 days after the date hereof, you shall no longer be authorized to release our
signed counterpart of the Agreement and our signature thereto shall be deemed to
have been rescinded.
Very truly yours,
Elan Pharmaceutical Investments Ltd.
By: /s/ Xxxxx Xxxxxx
-------------------------------
Xxxxx Xxxxxx
Vice President
