Exhibit 1
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AGREEMENT
THIS AGREEMENT ("Agreement"), dated as of December 3, 1999,
is among International Specialty Products Inc. and the other parties signatory
hereto (collectively, the "Investors") with respect to shares of common stock
(the "Shares") of Life Technologies, Inc., a Delaware corporation (the
"Company).
RECITALS:
WHEREAS, as of the date hereof, each of the parties hereto
owns or controls, directly or indirectly, that number of Shares set forth after
its name on the signature pages to this Agreement;
WHEREAS, each of the parties hereto is party to one or more
agreements with certain of the Investors with respect to Shares of the Company,
which agreements have been described in certain Schedule 13D filings previously
made by the applicable Investors (collectively, the "Previous Agreements"); and
WHEREAS, the parties hereto desire to extend the term of
each of the Previous Agreements.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. Each of the Previous Agreements is hereby amended such
that each of the covenants and agreements contained therein subject to
expiration shall remain in effect and be binding on the parties thereto through
and until September 30, 2000.
2. Each of the Previous Agreements, as amended hereby,
shall remain in full force and effect.
3. This Agreement sets forth the entire understanding of
the parties hereto with respect to the subject matter hereof. This Agreement may
be executed in counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
[signature pages to follow]
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IN WITNESS WHEREOF, the undersigned has duly executed this
Agreement as of the date written above.
INTERNATIONAL SPECIALTY PRODUCTS INC.
By: /s/ Kumar Shah
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Name: Kumar Shah
Title: Senior Vice President
Shares owned: 3,506,270
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IN WITNESS WHEREOF, the undersigned has duly executed this
Agreement as of the date written above.
THE XXXXX REVOCABLE TRUST
By: /s/ X. Xxxxx
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Name: X. Xxxxx
Title: Trustee
Shares owned: 397,100
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IN WITNESS WHEREOF, the undersigned has duly executed this
Agreement as of the date written above.
BEAR, XXXXXXX & CO. INC.
By: /s/ Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx
Title: Senior Managing Director
Shares owned: No less than 300,000
Notwithstanding the third paragraph of the
agreement dated as of November 25, 1998,
Bear, Xxxxxxx & Co. Inc. shall be permitted
to make sales of Shares pursuant to its
market-making activities so long as Bear,
Xxxxxxx continues to own at all times during
the term of such paragraph no less than
300,000 Shares.
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IN WITNESS WHEREOF, the undersigned has duly executed this
Agreement as of the date written above.
XXXXXXXXX X. XXXXX INTANGIBLE
ASSET MANAGEMENT TRUST
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Trustee
Shares owned: 713,395
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IN WITNESS WHEREOF, the undersigned has duly executed this
Agreement as of the date written above.
/s/ X. Xxxxx
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X. Xxxxx
Shares owned: 135,500
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IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement as of the date written above.
YORK CAPITAL MANAGEMENT, L.P.,
by Dinan Management, L.L.C.,
its General Partner
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Senior Managing Member
Shares owned: 78,700
JGD MANAGEMENT CORP.
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
President
Shares controlled: 23,100
YORK INVESTMENT, LTD.
By: /s/ Xxxxxxx X.X. Xxxxx Xxxxxx
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Xxxxxxx X.X. Xxxxx Xxxxxx
Director
Shares owned: 129,600
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