Exhibit 2
LOCK-UP AGREEMENT
__________ __, 2001
Microcide Pharmaceuticals, Inc.
________________________________
________________________________
Attention:______________________
Ladies and Gentlemen:
Microcide Pharmaceuticals, Inc., a Delaware corporation, (the "Company"),
and ____________ (the "Investor"), have entered into a Subscription Agreement
dated as of _________ __, 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 ______ __, 2002 [insert date 270
days after the closing date of the Investment], (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:____________________
Print Name:____________
Title:_________________
