EXHIBIT 2
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LOCK-UP AGREEMENT
October 24, 2001
Microcide Pharmaceuticals, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Attention: Chief Financial Officer
Ladies and Gentlemen:
Microcide Pharmaceuticals, Inc., a Delaware corporation, (the
"Company"), and _____________________ (the "Investor"), have entered into a
Subscription Agreement dated as of July 27, 2001 (the "Subscription Agreement"),
providing for the purchase of __________________ shares (the "Shares") of the
Company's Series B Convertible Redeemable Preferred Stock ("Company Preferred
Stock") by the Investor (the "Investment").
Pursuant to the Subscription Agreement, the Investor hereby agrees
that, without the prior written consent of the Company, it will not, during the
period commencing on the date hereof and ending on the date 270 days after the
date hereof, (1) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, one half of all shares of Common Stock of the Company
issuable upon conversion of the Shares or (2) enter into any swap, hedge or
other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of one half of all shares of Common Stock of
the Company issuable upon conversion of the Shares, whether any such transaction
described in clause (1) or (2) above is to be settled by delivery of Company
Preferred Stock or such other securities, in cash or otherwise. The foregoing
sentence shall not apply to transactions relating to shares of Common Stock of
the Company or other securities in each case acquired in open market
transactions.
The undersigned confirms that the agreements of the undersigned are
irrevocable and shall be binding on the undersigned's legal representatives,
successors and assigns. The undersigned agrees and consents to the entry of stop
transfer instructions with the Company's transfer agent against the transfer of
securities of the Company held by the undersigned except in compliance with the
terms and conditions of this Agreement.
Very truly yours,
(Name of Investor)
By:
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Print Name:
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Title:
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