EXHIBIT 2.3
[FORM OF LOCK-UP FOR ALL PERSONS
RECEIVING COMMON STOCK, PREFERRED
STOCK, OPTIONS AND WARRANTS OF ANSAN,
EXCEPT AUGUST THROUGH NOVEMBER,
1996 PRIVATE PLACEMENT INVESTORS]
__________ __, 1997
Ansan Pharmaceuticals, Inc.
000 Xxxxxx Xxxxx Xxxxxxxxx
Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
This letter agreement is in connection with the Agreement and Plan of
Reorganization and Merger dated as of July __, 1997 (the "Merger Agreement") by
and among Ansan Pharmaceuticals, Inc., a Delaware corporation (the "Company")
and Discovery Laboratories, Inc., a Delaware corporation pursuant to which,
subject to the terms and conditions of the Merger Agreement, the undersigned may
receive securities of the Company (the "Merger Securities").
In consideration of the foregoing and in order to induce you to consummate
the merger of Discovery with and into Ansan pursuant to the Merger Agreement
(the "Merger"), the undersigned hereby irrevocably agrees that it will not on or
before the first anniversary of the Effective Date of the Merger (as the term
"Effective Date" is defined in the Merger Agreement), directly or indirectly,
sell, offer, contract to sell, transfer the economic risk of ownership in, make
any short sale, pledge or otherwise dispose of any shares of the Company's
Common Stock, or any securities convertible into or exchangeable or exercisable
for or any other rights to purchase or acquire the Company's Common Stock, in
each case which are attributable to the Merger Securities, without the prior
written consent of the Company.
Notwithstanding the foregoing, if the undersigned is an individual, he or
she may transfer any shares of Common Stock or securities convertible into or
exchangeable or exercisable for the Company's Common Stock, in each case which
are attributable to the Merger Securities, either during his or her lifetime or
on death by will or intestacy to his
Ansan Pharmaceuticals, Inc.
_______ __, 1997
Page 2
or her immediate family or to a trust the beneficiaries of which are exclusively
the undersigned and/or a member or members of his or her immediate family;
provided, however, that prior to any such transfer each transferee shall execute
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an agreement, satisfactory to the Company, pursuant to which each transferee
shall agree to receive and hold such shares of Common Stock, or securities
convertible into or exchangeable or exercisable for the Common Stock, subject to
the provisions hereof, and there shall be no further transfer except in
accordance with the provisions hereof. For the purposes of this paragraph,
"immediate family" shall mean lineal descendant, father, mother, brother or
sister of the transferor.
The undersigned understands that the agreements of the undersigned are
irrevocable and shall be binding upon the undersigned's heirs, 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 the Company's Common Stock or other securities of the
Company received by the undersigned pursuant to the Merger Agreement except in
compliance with this agreement and further agrees that any stock certificates of
the Company, and any other document evidencing ownership of securities of the
Company, issued to the undersigned pursuant to the Merger Agreement shall bear
restrictive legends prohibiting transfers except in accordance with the terms of
this letter.
This agreement shall be governed by and construed in accordance with the
laws of the State of Delaware as applied to agreements entered into and
performed by Delaware residents and entirely to be performed within Delaware.
Very truly yours,
Dated: _______________ ___________________________________
Signature
___________________________________
Printed Name and Title
