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EXHIBIT 10.2
2
CONNETICS CORPORATION
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "AGREEMENT") is made as of the
20th day of June, 2000, by and among Connetics Corporation, a Delaware
corporation ("CONNETICS") and each of the persons listed on EXHIBIT A to this
Agreement (each an "INVESTOR" and together the "INVESTORS").
R E C I T A L S
A. Effective as of the same date as this Agreement, Connetics and the
Investors have entered into a Common Stock Purchase Agreement (the "PURCHASE
AGREEMENT") pursuant to which Connetics has agreed to sell to the Investors and
the Investors have agreed to purchase from Connetics shares of Connetics' Common
Stock (all terms not otherwise defined in this Agreement shall have the meanings
ascribed in the Purchase Agreement).
B. A condition to the Investors' obligations under the Purchase Agreement
is that Connetics and the Investors enter into this Agreement in order to
provide the Investors with certain rights to register the Common Stock acquired
by the Investors pursuant to the Purchase Agreement. Connetics desires to induce
the Investors to purchase the Common Stock pursuant to the Purchase Agreement by
agreeing to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
AGREEMENT
1. REGISTRATION RIGHTS. Connetics and the Investors covenant and agree as
follows:
1.1 Definitions. For purposes of this SECTION 1:
(a) The terms "REGISTER," "REGISTERED," and "REGISTRATION" refer
to a registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act of 1933, as amended (the
"SECURITIES ACT"), and the declaration or ordering of effectiveness of such
registration statement or document;
(b) The term "REGISTRABLE SECURITIES" means (i) the shares of
Common Stock issued or sold in connection with the Purchase Agreement (such
shares of Common Stock are collectively referred to as the "SHARES" or "STOCK")
and (ii) any other shares of common stock of Connetics issued as (or issuable
upon the conversion or exercise of any warrant, right or other security which is
issued as) a dividend or other distribution with respect to, or in exchange for
or in replacement of, the Stock; provided, that the foregoing definition shall
exclude in all
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cases any Registrable Securities sold by a person in a transaction in which his
or her rights under this Agreement are not assigned. Notwithstanding the
foregoing, shares of common stock shall only be treated as Registrable
Securities if and so long as they have not been (x) sold to or through a broker
or dealer or underwriter in a public distribution or a public securities
transaction, or (y) sold in a transaction exempt from the registration and
prospectus delivery requirements under Section 4(1) of the Securities Act so
that all transfer restrictions, and restrictive legends with respect thereto, if
any, are removed upon the consummation of such sale;
(c) The number of shares of "REGISTRABLE SECURITIES THEN
OUTSTANDING" shall be determined by the number of shares of Common Stock then
outstanding which are Registrable Securities, plus the number of shares of
common stock issuable pursuant to then exercisable or convertible securities
which are Registrable Securities;
(d) The term "HOLDER" means any person owning or having the right
to acquire Registrable Securities or any assignee thereof in accordance with
this Agreement;
(e) The term "FORM S-3" means such form under the Securities Act
as in effect on the date hereof or any successor form under the Securities Act;
and
(f) The term "SEC" means the Securities and Exchange Commission.
1.2 Registration. Connetics will use its reasonable best efforts to
effect a registration to permit the sale of the Registrable Securities as
described below, and Connetics will:
(a) prepare and file within twenty (20) days after the Closing, a
registration statement on Form S-3 relating to resale of all of the shares of
the Registrable Securities and use its reasonable best efforts to cause such
registration statement to remain continuously effective for a period which will
terminate when all Registrable Securities covered by such registration
statement, as amended from time to time, have been sold or when the Registrable
Securities may be sold under Rule 144(k) under the Securities Act;
(b) prepare and file with the SEC such amendments and
post-effective amendments to the registration statement and any prospectus as
may be necessary to keep such registration statement effective for the period
specified in SECTION 1.2(a) and to comply with the provisions of the Securities
Act and the Exchange Act with respect to the distribution of all Registrable
Securities;
(c) notify each Investor promptly and confirm such notice in
writing (i) when the prospectus or any supplement or post-effective amendment
has been filed and, with respect to the registration statement or any
post-effective amendment, when the same has become effective, (ii) of any
request by the SEC for amendments or supplements to the registration statement
or prospectus or for additional information, (iii) of the issuance by the SEC of
any stop order suspending the effectiveness of the registration statement or the
initiation of any proceedings for that purpose, and (iv) of the receipt by
Connetics of any notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose;
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(d) make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of the registration statement at the earliest
possible moment;
(e) furnish to each Investor, without charge, at least one copy
of the registration statement and any post-effective amendment to the
registration statement, including financial statements and schedules, and upon
an Investor's request, all documents incorporated in the registration statement
by reference and all exhibits to the registration statement (including those
incorporated by reference);
(f) deliver to each Investor, without charge, as many copies of
the prospectus (including each preliminary prospectus) and any amendment or
supplement thereto as such Investor may reasonably request in order to
facilitate the disposition of the Registrable Securities;
(g) cause all Registrable Securities covered by the registration
statement to be listed on each securities exchange or market on which similar
securities issued by Connetics are then listed, and if the securities are not so
listed to use its reasonable best efforts promptly to cause all such securities
to be listed on the Nasdaq Stock Market;
(h) use reasonable best efforts to qualify or register the
Registrable Securities for sale under (or obtain exemptions from the application
of) the Blue Sky laws of such jurisdictions as are applicable. Connetics shall
not be required to qualify as a foreign corporation or to file a general consent
to service of process in any such jurisdiction where it is not presently
qualified or where it would be subject to general service of process or taxation
as a foreign corporation in any jurisdiction where it is not now so subject;
(i) otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the SEC under the Securities Act and the
Exchange Act and take such other actions as may be reasonably necessary to
facilitate the registration of the Registrable Securities under this
Registration Rights Agreement; and
(j) Connetics shall bear the expenses incurred in connection with
a registration requested pursuant to this SECTION 1.2, including all
registration, filing, qualification, printers' and accounting fees but excluding
any underwriters' discounts or commissions and any fees and disbursements of any
counsel for the selling Holders (such fees or discounts, if any, to be borne pro
rata by the Holders participating in the registration).
1.3 Restrictions; Procedure For Sales Pursuant To A Registration
Statement.
(a) Each Holder agrees that, in connection with any registration
statement, Connetics may refuse to permit the Holder to resell any Shares for a
specified period of time; provided, however, that (a) in order to exercise this
right, Connetics must deliver a certificate in writing to the Holder to the
effect that the registration statement in its then current form contains an
untrue statement of material fact or omits to state a material fact necessary in
order to make the statements made therein, in light of the circumstances under
which they were made, not
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misleading, (b) in no event shall such delay exceed twenty (20) days, (c) in no
event shall this right of delay be exercised on more than two (2) occasions in
any twelve (12) month period, and (d) during any suspension as contemplated by
this SECTION 1.4 (a), Connetics will not allow any of its officers or directors
to buy or sell shares of Connetics' securities.
(b) Representations of Holders. Each Holder hereby represents to
and covenants with Connetics that, during the period in which a registration
statement effected pursuant to SECTION 1.2 remains effective, such Holder:
(i) will not engage in any stabilization activity in
connection with any of Connetics' securities;
(ii) will cause to be furnished to any purchaser of the
Shares and to the broker-dealer, if any, through whom
Shares may be offered, a copy of the Prospectus; and
(iii) will not bid for or purchase any securities of Connetics
or any rights to acquire Connetics' securities, or
attempt to induce any person to purchase any of
Connetics' securities or any rights to acquire
Connetics' securities other than as permitted under the
Securities Exchange Act of 1934, as amended ("EXCHANGE
ACT").
(c) Information for Use in Registration Statement. Each Holder
represents and warrants to Connetics that such Holder has completed the
information requested by the Investor Questionnaire requested by Connetics, and
further represents and warrants to Connetics that all information provided by
such Holder in the Questionnaire is true, accurate and complete. At the time of
any registration of Shares, each Holder shall complete a Selling Holder's
Questionnaire in substantially the form attached as EXHIBIT B to this Agreement
(the "QUESTIONNAIRE"), and further represents and warrants to Connetics that all
information provided by such Holder in the Questionnaire shall be true, accurate
and complete. Each Holder understands that the written information in the
Questionnaire and all written representations made in this Agreement are being
provided to Connetics specifically for use in, or in connection with, the
registration statement and the Prospectus, and has executed this Agreement with
such knowledge.
1.4 Furnish Information. It shall be a condition precedent to the
obligations of Connetics to take any action pursuant to this SECTION 1 with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to Connetics such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be required to effect the registration of such Holder's Registrable
Securities.
1.5 Delay of Registration. No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any such registration as
the result of any dispute that might arise with respect to the interpretation or
implementation of this SECTION 1.
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1.6 Indemnification. In the event any Registrable Securities are
included in a registration statement under this SECTION 1:
(a) To the extent permitted by law, Connetics will indemnify and
hold harmless each Holder, any underwriter (as defined in the Securities Act)
for such Holder and each person, if any, who controls such Holder or underwriter
within the meaning of the Securities or the Exchange Act, against any losses,
claims, damages, or liabilities (joint or several) to which they may become
subject under the Securities, the Exchange Act or other federal or state law,
insofar as such losses, claims, damages, or liabilities (or actions in respect
thereof) arise out of or are based upon any of the following statements,
omissions or violations (collectively a "VIOLATION"):
(i) any untrue statement or alleged untrue statement of a material
fact contained in such registration statement, including any
preliminary prospectus or final prospectus contained in the
registration statement or any amendments or supplements the
registration statement or the final prospectus,
(ii) the omission or alleged omission to state therein a material fact
required to be stated in the registration statement, or necessary
to make the statements in the registration statement not
misleading, or
(iii) any violation or alleged violation by Connetics of the
Securities, the Exchange Act, any state securities law or any
rule or regulation promulgated under the Securities, the Exchange
Act or any state securities law;
and Connetics will pay to each such Holder, underwriter or controlling person,
as incurred, any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement contained
in this SUBSECTION 1.6(a) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability, or action if such settlement is effected
without the consent of Connetics (which consent shall not be unreasonably
withheld), nor shall Connetics be liable in any such case for any such loss,
claim, damage, liability, or action to the extent that it arises out of or is
based upon a Violation which occurs in reliance upon and in conformity with
written information furnished expressly for use in connection with such
registration by any such Holder, underwriter or controlling person.
(b) To the extent permitted by law, each selling Holder will
indemnify and hold harmless Connetics, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls Connetics within the meaning of the Securities, any underwriter, any
other Holder selling securities in such registration statement and any
controlling person of any such underwriter or other Holder, against any losses,
claims, damages, or liabilities (joint or several) to which any of the foregoing
persons may become subject, under the Securities, the Exchange Act or other
federal or state law, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereto) arise out of or are based upon any Violation,
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in each case to the extent (and only to the extent) that such Violation occurs
in reliance upon and in conformity with written information furnished by such
Holder expressly for use in connection with such registration; and each such
Holder will pay, as incurred, any legal or other expenses reasonably incurred by
any person intended to be indemnified pursuant to this SUBSECTION 1.6(b), in
connection with investigating or defending any such loss, claim, damage,
liability, or action. The indemnity agreement contained in this SUBSECTION
1.6(b) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the consent
of the Holder, which consent shall not be unreasonably withheld; provided, that,
in no event shall any indemnity under this SUBSECTION 1.6(b) exceed the net
proceeds from the offering received by such Holder, except in the case of
willful fraud by such Holder.
(c) Promptly after an indemnified party receives notice under
this SECTION 1.6 of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under this SECTION 1.6, deliver to the
indemnifying party a written notice of the commencement of the action and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense of the action with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the reasonable fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this SECTION
1.6, but the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any indemnified party
otherwise than under this SECTION 1.6.
(d) If the indemnification provided for in this SECTION 1.6 is
held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage, or expense, then the
indemnifying party, in lieu of indemnifying such indemnified party pursuant to
this Section, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage, or expense in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
with the statements or omissions that resulted in such loss, liability, claim,
damage, or expense as well as any other relevant equitable considerations;
provided that, in no event shall any contribution by a Holder under this
SUBSECTION 1.6(d) exceed the net proceeds from the offering received by such
Holder, except in the case of willful fraud by such Holder. The relative fault
of the indemnifying party and of the indemnified party shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission to state a material fact relates to
information supplied by the indemnifying party or by the indemnified party and
the parties' relative intent, knowledge, access to information, and opportunity
to correct or prevent such statement or omission.
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(e) The obligations of Connetics and Holders under this SECTION
1.6 shall survive the completion of any offering of Registrable Securities in a
registration statement under this SECTION 1.
1.7 Reports Under Securities Exchange Act Of 1934. With a view to making
available to the Holders the benefits of Rule 144 and any other rule or
regulation of the SEC that may at any time permit a Holder to sell securities of
Connetics to the public without registration or pursuant to a registration on
Form S-3, Connetics agrees to:
(a) make and keep public information available, as those terms
are understood and defined in Rule 144, so long as Connetics remains subject to
the periodic reporting requirements under Sections 13 or 15(d) of the Exchange
Act;
(b) take such action, including the voluntary registration of its
Common Stock under Section 12 of the Exchange Act, as is necessary to enable the
Holders to utilize Form S-3 for the sale of their Registrable Securities;
(c) file with the SEC in a timely manner all reports and other
documents required of Connetics under the Securities and the Exchange Act; and
(d) furnish to any Holder, so long as the Holder owns any
Registrable Securities, the following upon request:
(i) a written statement by Connetics that it has complied with
the reporting requirements of the Exchange Act and the
rules and regulations promulgated thereunder, or that it
qualifies as a registrant whose securities may be resold
pursuant to Form S-3,
(ii) a copy of the most recent annual or quarterly report of
Connetics and such other reports and documents so filed by
Connetics, and
(iii) such other information as may be reasonably requested in
availing any Holder of any rule or regulation of the SEC
which permits the selling of any such securities without
registration or pursuant to such form.
2. MISCELLANEOUS.
2.1 Successors and Assigns. Except as otherwise provided in this
Agreement, the terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective successors and assigns of the parties
(including transferees of any of the Shares). Nothing in this Agreement, express
or implied, is intended to confer upon any party other than the parties hereto
or their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
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2.2 Governing Law. This Agreement and all acts and transactions pursuant
hereto shall be governed, construed and interpreted in accordance with the laws
of the State of California, without giving effect to principles of conflicts of
laws.
2.3 Counterparts. This Agreement may be executed in multiple
counterparts with one or more Holders, and each signed Agreement shall be deemed
an original, but all of which together shall constitute one and the same
instrument.
2.4 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
2.5 Notices. Unless otherwise provided herein, any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon delivery, when delivered personally or by overnight courier and addressed
to the party to be notified at such party's address as set forth on the
signature page hereto or as subsequently modified by written notice. If any date
provided for in this Agreement falls on a Saturday, Sunday or legal holiday,
such date shall be deemed extended to the next business day. Notwithstanding the
foregoing, any notice delivered pursuant to SECTION 1.3(e) or SECTION 1.4 hereto
must be made by personal delivery or confirmed facsimile transmission.
2.6 Expenses. If any action at law or in equity is necessary to enforce
or interpret the terms of this Agreement, the prevailing party shall be entitled
to reasonable attorneys' fees, costs and necessary disbursements in addition to
any other relief to which such party may be entitled.
2.7 Amendments and Waivers. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively), only
with the written consent of Connetics and the holders of a majority of the
Registrable Securities then outstanding. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon each holder of any
Registrable Securities then outstanding, each future holder of all such
Registrable Securities, and Connetics.
2.8 Severability. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith. In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (a) such
provision shall be excluded from this Agreement, (b) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (c) the
balance of the Agreement shall be enforceable in accordance with its terms.
2.9 Entire Agreement. This Agreement, and the documents referred to in
this Agreement (with the exception of the registration statement) constitute the
entire agreement between the parties to this Agreement pertaining to the subject
matter of this Agreement, and any and all other written or oral agreements
existing between the parties are expressly canceled.
IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as of the date first written above.
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Connetics Corporation "INVESTOR"
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
0000 Xxxx Xxxxxxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Facsimile: (000) 000-0000
"PURCHASERS"
By: /s/ X.X. Xxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
0000 Xxxx Xxxxxxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Facsimile: (000) 000-0000
"PURCHASERS"
Xxxxxxxxx X. Xxxxxx
By: /s/ Xxxxxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Asset Management Holding Co.
By: /s/ Harvard Xxxx
----------------------------------------
Name: Xxxxxx Xxxx
Title: Chief Investment Officer
BayStar Capital LP
By: /s/ Xxxxxx Xxxxx
----------------------------------------
Name: Xxxxxx Xxxxx
Title: General Partner
BayStar International Ltd.
By: /s/ Xxxxxx Xxxxx
----------------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
Commonfund
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: President, Dorset Mgmt. Corp.
Investment Advisor to the Common Fund
Xxxxxxx Associates, L.P.
By: /s/ Xxxx Xxxxxx
----------------------------------------
Name: Xxxx Xxxxxx
Title: General Partner
Essex Global High Technology Fund - II (USA) a series of Essex qualified
purchaser funds LLC
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Principal
Essex Global Life Sciences Fund II, Limited Partnership
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Principal
Essex Global Life Sciences Fund is a separate series of Essex Specialty Pooled
Funds, Limited Partnership
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Principal
Essex High Technology (Bermuda) Fund, Limited Partnership
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Principal
Essex High Technology Fund, Limited Partnership
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Principal
Essex High Technology Offshore II Fund, Limited Partnership
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Principal
First Florida Capital Corp.
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxx
Title: President
Forstmann International Fund Ltd.
By: /s/ Anuren X. Xxxxx
----------------------------------------
Name: Anuren X. Xxxxx
Title: Chief Financial Officer
Forstmann Partners, L.P.
By: /s/ Anuren X. Xxxxx
----------------------------------------
Name: Anuren X. Xxxxx
Title: Chief Financial Officer
Xxxxxx Family Partnership, L.P.
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: General Partner
Xxxxxx International Ltd.
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: General Partner
Xxxxxx Partners, L.P.
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: General Partner
Xxxxxx Select Growth, L.P.
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: General Partner
JALAA Equities, LP
By: /s/ Xxxxx Xxxxx
----------------------------------------
Name: Xxxxx Xxxxx
Title: General Partner
Xxxxx Partners, L.P.
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: General Partner
Matterhorn Offshore Fund Ltd.
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: President , Dorset Mgt. Corp.
Investment Advisor to Matterhorn
Oscar Opportunistic Fund LLC
By: /s/ Xxxxxxx Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: President, Oscar Capital Mgmt LLC,
Managing Member of Oscar Opportunistic Fund LLP
Oscar Opportunistic Offshore Fund Limited
By: /s/ Xxxxxxx Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: Director
Permal Media & Communications Fund, Limited Partnership
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Principal
Trinkaus & Xxxxxxxxx Int'l
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: President, Dorset Mgmt. Corp.
Investment Advisor to Trinkaus
Westgate International, L.P.
By: /s/ Xxxx Xxxxxx
----------------------------------------
Name: Xxxx Xxxxxx
Title: President
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EXHIBIT A
LIST OF INVESTORS
Name Number of Shares
---- ----------------
Xxxxxxxxx X. Xxxxxx and 100,000
Xxxxx X. Xxxxxx,
Tenants in Common
Asset Management Holding Co. 13,000
Bay Star Capital LP 210,000
Bay Star International Ltd. 90,000
Commonfund 53,700
Xxxxxxx Associates, L.P. 100,000
Essex Global High Technology Fund - II 26,834
(USA) a series of Essex qualified purchaser
funds LLC
Essex Global Life Sciences Fund II, 6,837
Limited Partnership
Essex Global Life Sciences Fund is a 23,163
separate series of Essex Specialty
Pooled Funds, Limited Partnership
Essex High Technology (Bermuda) Fund, 60,218
Limited Partnership
Essex High Technology Fund, Limited 93,093
Partnership
Essex High Technology Offshore II Fund, 65,709
Limited Partnership
First Florida Capital Corp. 50,000
Forstmann International Fund Ltd. 103,000
Forstmann Partners, L.P. 34,000
Xxxxxx Family Partnership, L.P. 10,500
Xxxxxx International Ltd. 6,600
Xxxxxx Partners, L.P. 44,000
Xxxxxx Select Growth, L.P. 18,900
JALAA Equities, LP 200,000
Xxxxx Partners, L.P. 119,000
Matterhorn Offshore Fund Ltd. 22,400
Oscar Opportunistic Fund LLC 100,000
Oscar Opportunistic Offshore 100,000
Fund Limited
Permal Media & Communications Fund, 254,146
Limited Partnership
Trinkaus & Xxxxxxxxx Int'l 4,900
Westgate International, L.P. 100,000
EXHIBIT
12
EXHIBIT B
CONNETICS CORPORATION
SELLING STOCKHOLDER'S QUESTIONNAIRE
In connection with the Connetics Corporation Registration Statement
(File No. _______________) registering certain shares of Connetics' Common
Stock, the undersigned represents and warrants that the information set forth
below is true, accurate and complete:
1. As of the date of this Questionnaire, the undersigned beneficially
owns ______ shares of Connetics' Common Stock.
2. Except as described below, the undersigned has not had a material
relationship with Connetics or any of its predecessors or affiliates within the
last three years.
The term "material relationship" has not been defined by the Securities
and Exchange Commission (the "SEC"). However, the SEC has indicated that it will
probably construe as a "material relationship" any relationship which tends to
prevent arms length bargaining in dealings with a company, whether arising from
a close business connection or family relationship, a relationship of control or
otherwise. It seems prudent, therefore, to consider that the undersigned would
have such a relationship, for example, with any organization of which the
undersigned is an officer, director, trustee or partner or in which the
undersigned owns, directly or indirectly, ten percent (10%) or more of the
outstanding voting stock, or in which the undersigned has some other substantial
interest, and with any person or organization with whom the undersigned has, or
with whom any relative or spouse (or any other person or organization as to
which the undersigned has any of the foregoing other relationships) has, a
contractual relationship.
If applicable, please describe the material relationship with Connetics:
Dated: ___________________ By:______________________________________
(signature)
Name:____________________________________
(print)
Title:___________________________________
(if applicable)
EXHIBIT
