Exhibit 99.5
To: Lynx Therapeutics, Inc.,
00000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxx
Xxxxxxxxxx 00000
(the "OFFEROR")
_________, 2004
Dear Sirs,
1. All defined terms herein shall have the meanings given in the Company
Support Agreement between Offeror and Offeree dated 28 September 2004
("CSA") unless otherwise defined herein.
2. In consideration of the Offeror agreeing to make the Offer I hereby
irrevocably undertake, represent and warrant to the Offeror as
follows:-
(A) I shall accept or procure acceptance of the Offer in
accordance with its terms in respect of all the Shares held by
the Offeree by not later than 5.00 p.m. California time on the
tenth Business Day after the despatch of the Offer Documents,
and shall forward or procure that there is forwarded, with
such acceptance, the share certificates or other documents of
title in respect of the Shares in accordance with the terms of
the Offer;
(B) I shall not withdraw my acceptance(s) and shall procure that
my acceptance(s) is not withdrawn in respect of all or any of
the Shares provided however that in the event that immediately
prior to the First Closing Date acceptances have been received
by Parent in respect of all shares in the capital of the
Company, I shall, and shall be entitled to, withdraw my
acceptance in respect of one (and only one) of the Shares held
by me;
(C) until the earlier of the First Closing Date or the Expiration
Date I shall not accept or solicit any exchange offer
commenced by a third party other than Parent or any Subsidiary
of Parent with respect to the Shares.
3. I agree and consent to the deletion of Clause 2 of the CSA
("Irrevocable Undertaking to Accept Offer"), and such Clause 2 shall
forthwith cease to have effect. All other terms of the CSA shall remain
valid and binding.
4. This undertaking shall not be binding upon Offeree in the event that
the Acquisition Agreement is amended by the parties thereto to lower or
change the form of consideration set forth in the Acquisition
Agreement.
5. This undertaking shall be governed by, and construed in accordance
with, English law and the English courts shall have exclusive
jurisdiction to determine all disputes in relation to it. I agree that
if I should fail to accept, or procure the acceptance of, the Offer in
accordance with my obligations under this undertaking or should
otherwise be in breach of any of my obligations under this undertaking,
an order of specific performance will be the only adequate remedy.
6. In the case where the Shares are registered in the name of a nominee, I
shall direct the nominee to act as if the nominee were bound by the
terms of this irrevocable undertaking and I shall use my best
endeavours to do all acts and things necessary to carry the terms
hereof into effect as if I had been the registered holder of the
Offeree Shares registered in the name of such nominee.
7. In the event that the First Closing shall not have taken place before
31 March 2005 this irrevocable undertaking shall automatically lapse
and be of no further force or effect and no party to it shall have any
claim against the other save in respect of any antecedent breach of its
terms.
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8. The benefit of this undertaking may not be assigned by you or your
successors.
9. This undertaking may be executed in more than one part.
This undertaking is entered into on the date appearing at the top of page 1.
I agree and accept the terms of this undertaking.
--------------------------
Director
For and on behalf of
Lynx Therapeutics, Inc.
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