Exhibit 1
CUSIP No. 000000000 SCHEDULE 13G Page 11 of 13 Pages
EXHIBIT 1
AGREEMENT TO FILE JOINT
STATEMENTS ON SCHEDULE 13G
THIS AGREEMENT is entered into as of the 9th day of January, 2003 by and
among Xxxx-Xxxxxx Asscher, a French citizen ("JCA"); Tekelec-Airtronic, S.A., a
French corporation ("T-A"); and Xxxxxxx Xxxxx, a Swiss citizen ("Givel").
W I T N E S S E T H
WHEREAS, JCA, T-A and Givel may be deemed to hold or to have held
beneficial ownership, individually and/or in the aggregate, of more than five
percent of the shares of the Common Stock of Tekelec, a California corporation
(the "Common Stock");
WHEREAS, the Common Stock has been registered by Tekelec under Section
12(g) of the Securities Exchange Act of 1934 (the "Act");
WHEREAS, pursuant to Rule 13d-1 under the Act, any person who holds more
than five percent of such a class of registered equity securities as of the end
of any calendar year is, under certain circumstances, permitted and/or required
to file with the Securities and Exchange Commission a statement on Schedule 13G;
and
WHEREAS, Rule 13d-1(f) under the Act provides that, whenever two or more
persons are permitted to file a statement on Schedule 13G with respect to the
same securities, only one such statement need be filed, provided such persons
agree in writing that such statement is filed on behalf of each of them.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements contained herein, the parties hereby agree as follows:
Each of JCA, T-A and Givel hereby agrees, in accordance with Rule 13d-1(f)
under the Act, to file jointly any and all statements and amended statements on
Schedule 13G (the "Statements") which may now or hereafter be required to be
filed by them with respect to the Common Stock beneficially owned or deemed to
be beneficially owned by each of them pursuant to Sections 13(d) and 13(g) of
the Act and the rules thereunder, including without limitation any and all
Statements filed to report the fact that the Reporting Persons have ceased to be
the beneficial owners, individually and/or in the aggregate, of more than five
percent of the Common Stock.
Each of JCA, T-A and Givel hereby agrees that such Statements shall be
filed jointly on behalf of each of them, and that a copy of this Agreement shall
be filed as an exhibit thereto in accordance with Rule 13d-1(f)(iii) under the
Act.
Each of JCA, T-A and Givel agrees that neither this Agreement nor the
filing of any Statements shall be construed to be an admission that any of JCA,
T-A and Givel is a member of a "group" pursuant to Sections 13(d) and 13(g) of
the Act and the rules thereunder.
This Agreement may be executed in counterparts which together shall
constitute one agreement.
CUSIP No. 000000000 SCHEDULE 13G Page 12 of 13 Pages
IN WITNESS WHEREOF, the parties have executed this Agreement or caused
this Agreement to be signed on their behalf by their duly authorized
representatives as of the date first above written.
/s/ Xxxx-Xxxxxx Asscher
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Xxxx-Xxxxxx Asscher, in his individual capacity and on
behalf of Tekelec-Airtronic, S.A.
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, in his individual capacity
