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Exhibit 99.2
Form of Lock-up Agreement
LOCK-UP AGREEMENT
February 26, 2000
Prudential Securities Incorporated
XX Xxxxx Securities Corporation
Pacific Growth Equities, Inc.
As Representatives of the several Underwriters
c/o Prudential Securities Incorporated
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Dendreon Corporation (the "Company")
Ladies and Gentlemen:
The undersigned is owner of record or beneficial owner of certain shares
of Common Stock of the Company (the "Common Stock") or securities convertible
into or exchangeable or exercisable for Common Stock (the "Other Securities").
The undersigned understands that the Company intends to file a Registration
Statement on Form S-1 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") on or about March 7, 2000 in connection
with the initial public offering of the Common Stock (the "Offering"). The
undersigned further understands that you are contemplating entering into an
Underwriting Agreement with the Company in connection with the Offering. All
terms not otherwise defined herein shall have the same meanings as in the
Underwriting Agreement.
In order to induce the Company, you and the other Underwriters to enter
into the Underwriting Agreement and to proceed with the Offering, the
undersigned agrees, for the benefit of the Company, you and the other
Underwriters, that should the Offering be effected, the undersigned will not,
without the prior written consent of Prudential Securities Incorporated, on
behalf of the Underwriters, directly or indirectly, offer, sell,
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Prudential Securities Incorporated
Page 2
February [*], 2000
offer to sell, contract to sell, pledge, grant any option to purchase or
otherwise sell or dispose (or announce any offer, sale, offer of sale, contract
of sale, pledge, grant of any option to purchase or other sale or disposition)
of any shares of Common Stock or Other Securities owned of record or
beneficially owned (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) by the undersigned on the date hereof or
hereafter acquired, otherwise than (i) as a bona fide gift or gifts, provided
the donee or donees thereof agree in writing to be bound by this Lock-Up
Agreement, (ii) as a distribution to partners or shareholders of the
undersigned, provided that the distributees thereof agree in writing to be
bound by the terms of this Lock-Up Agreement or (iii) with respect to
dispositions, sales or purchases of Common Stock acquired on the open market,
for a period of 180 days subsequent to the date of the final Prospectus filed
with the Commission pursuant to Rule 424(b) of the Securities Act of 1933, as
amended (the "Act"), promulgated by the Commission, or if no filing under Rule
424(b) is made, the date of the final Prospectus included in the Registration
Statement when declared effective under the Act.
Further, the undersigned agrees that at any time prior to the effective
date of the Registration Statement, the undersigned will not, without the prior
written consent of Prudential Securities Incorporated, on behalf of the
Underwriters, directly or indirectly, offer, sell, offer to sell, contract to
sell, pledge, grant any option to purchase or otherwise sell or dispose (or
announce any offer, sale, offer of sale, contract of sale, pledge, grant of
any option to purchase or other sale or disposition) of any shares of Common
Stock or Other Securities owned of record or beneficially owned (within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by
the undersigned on the date hereof or hereafter acquired without first
requiring any such offering or acquiring parties to execute and deliver to you
an agreement of substantially the tenor hereof.
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Prudential Securities Incorporated
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February [-], 2000
- The undersigned hereby confirms that he, she or it understands that
the Underwriters and the Company will rely upon the representations set forth
in this agreement in proceeding with the Offering. This agreement shall be
binding on the undersigned and his, her or its respective successors, heirs,
personal representatives and assigns. In the event that the Registration
Statement shall not be declared effective on or before July 31, 2000, this
Lock-Up Agreement shall be of no further force or effect.
Dated: February 29, 2000
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VULCAN VENTURES INC.
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Printed Name of Holder
By
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Signature
Xxxxxxx X. Xxxxx, Vice President
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Printed Name of Person Signing
(and indicate capacity of person signing
if signing as custodian, trustee, or on
behalf of an entity)
The foregoing is accepted and agreed to
as of the date first above written:
PRUDENTIAL SECURITIES INCORPORATED
By:
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Name:
Title:
