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Exhibit 10.5
RIGHT OF FIRST REFUSAL, CO-SALE AND WAIVER AGREEMENT
This RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT is made as of the
27th day of December 2000, by and among (i) NeoGenesis Drug Discovery, Inc., a
Delaware corporation (the "COMPANY"), (ii) the holders of the Series A
Convertible Preferred Stock, par value $0.01 per share (the "SERIES A STOCK")
listed on the signature pages under the heading "Series A Preferred
Stockholders" (the "SERIES A STOCKHOLDERS"), (iii) the holders of the Series B
Convertible Preferred Stock, par value $0.01 per share (the "SERIES B STOCK")
listed on the signature pages under the heading "Series B Preferred
Stockholders" (the "SERIES B STOCKHOLDERS"), (iv) the holders of the Series C
Convertible Preferred Stock, par value $0.01 per share (the "SERIES C STOCK")
listed on the signature pages under the heading "Series C Preferred
Stockholders" (the "SERIES C STOCKHOLDERS") and (v) the purchasers of that
certain Preferred Stock Purchase Agreement of even date herewith (the "SERIES D
PURCHASE AGREEMENT") listed on the signature pages under the heading "Series D
Purchasers" (the "SERIES D PURCHASERS") and (vi) the Founders listed on Schedule
A hereto (the "FOUNDERS"). The Series A Stockholders, the Series B Stockholders,
the Series C Stockholders and the Series D Purchasers are referred to herein
individually as an "Investor," and collectively as the "Investors."
WHEREAS, the Series D Purchasers are purchasing the Company's Series D
Convertible Preferred Stock (the "SERIES D STOCK, and, together with the Series
A Stock, the Series B Stock and the Series C Stock, the "Preferred Stock"),
pursuant to the Preferred Stock Purchase Agreement of even date herewith;
WHEREAS, the Company, the Series A Stockholders, the Series B
Stockholders, the Series C Stockholders and the Series D Purchasers have entered
into that certain Investor Rights Agreement of even date herewith (the "Investor
Rights Agreement");
WHEREAS, each Founder is the beneficial owner of the number of shares
of Common Stock, par value $0.01 per share of the Company (the "COMMON STOCK")
set forth opposite such stockholder's name on SCHEDULE A hereto; and
WHEREAS, in order to induce the Series D Purchasers to consummate their
purchase of the Series D Stock, the parties hereto have agreed to enter into
this Agreement upon the terms and conditions set forth below.
* = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.
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NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
ARTICLE I
RIGHT OF FIRST REFUSAL
1.1 GRANT. Subject to the provisions of Article III hereof, the
Investors are hereby each granted a right of first refusal with respect to any
proposed disposition of Common Stock beneficially owned by a Founder
("TRANSFERRING FOUNDER") (or any permitted transferee of the Common Stock under
Section 3.1 hereof, hereafter collectively included in all references to
"FOUNDER").
1.2 NOTICE OF INTENDED DISPOSITION. In the event a Transferring Founder
desires to accept a bona fide third-party offer for the transfer of any or all
of the Common Stock the Transferring Founder shall promptly deliver to the
Investors written notice of the intended disposition ("DISPOSITION NOTICE") and
the basic terms and conditions thereof including the identity of the proposed
purchaser.
1.3 EXERCISE OF RIGHT BY THE INVESTORS. Each Investor shall, for a
period of thirty (30) days from the date of expiration (the "TRIGGER DATE") of
the right of first refusal granted to the Other Stockholders (as defined in the
Stockholder Agreement of the Company dated as of March 13, 1997 (the
"Stockholder Agreement")) in Section 1 of the Stockholder Agreement, have the
right to purchase all or a portion of such Investor's pro rata share of the
lesser of (i) the shares subject to the offer made to the Other Stockholders or
(ii) the portion thereof that have not been purchased by the Other Stockholders
upon such expiration (such lesser amount the "TARGET SHARES") upon the terms and
conditions specified in the Disposition Notice. If the Investor desires to
purchase all or any part of its pro rata portion of the Target Shares, the
Investor shall communicate in writing its election to purchase such shares (the
"EXERCISE NOTICE") to the Transferring Founder and each other Investor, which
communication shall state the number of Target Shares the Investor desires to
purchase and shall be delivered in person or mailed to the Transferring Founder
and other Investors within thirty (30) days of the date of the Disposition
Notice (the "EXPIRATION DATE").
1.4 RIGHT OF OVER-SUBSCRIPTION. In the event that one or more Investors
do not elect to purchase all of such Investor's pro rata portion of the Target
Shares (the "FORFEITED SHARES"), the Transferring Founder shall give prompt
written notice to the other Investors of such circumstances and any of the other
Investors may amend their Exercise Notice to elect to purchase their pro rata
portion of the Forfeited Shares, or such other amount of the Forfeited Shares as
the participating Investors may agree. Any Investor wishing to amend its
Exercise Notice shall communicate in writing its election to purchase Forfeited
Shares (the "AMENDED EXERCISE NOTICE") to the Transferring Founder and each
other Investor, which communication shall state the aggregate number of Target
Shares (including the number of Forfeited Shares) the Investor desires to
purchase and shall be delivered in person or mailed to the Transferring Founder
and other Investors no later than five (5) days after the Expiration Date.
1.5 PURCHASE OF TARGET SHARES. The Exercise Notice or Amended Exercise
Notice, as
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SEPARATELY WITH THE COMMISSION.
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applicable, shall, when taken in conjunction with the Disposition Notice, be
deemed to constitute a valid, legally binding and enforceable agreement for the
sale and purchase of the number of Target Shares set forth in each Investor's
Exercise Notice or Amended Exercise Notice, as applicable. Sales of the Target
Shares to be sold to the Investor pursuant to this Section shall be made at the
offices of the Company on the 30th day following the date of the Exercise Notice
or Amended Exercise Notice, as applicable (or if such 30th day is not a business
day, then on the next succeeding business day). Such sales shall be effected by
the Transferring Founder's delivery to the Company of a certificate or
certificates evidencing the Target Shares (or any portion thereof) to be sold by
it, duly endorsed for transfer to the Investor, against payment to the
Transferring Founder of the purchase price therefor by the Investor.
1.6 NON-EXERCISE OF RIGHT BY INVESTORS. Subject to the Investors'
co-sale rights described in Article II below, in the event the Exercise Notice
with respect to any portion of the Target Shares is not given to the
Transferring Founder by the Expiration Date and no Amended Exercise Notice
covering such portion of the Target Shares is given to the Transferring Founder
by the fifth day following the Expiration Date, the Transferring Founder shall
have a period of ninety (90) days thereafter in which to sell the Target Shares
upon terms and conditions (including the purchase price) no more favorable to
the third-party transferee than those specified in the Disposition Notice. The
third-party transferee shall acquire the Target Shares free and clear of
subsequent rights of first refusal under this Section. In the event the
Transferring Founder does not notify the Investors or consummate the sale or
disposition of the Target Shares within the ninety (90) day period, the
Investors' first refusal rights shall continue to be applicable to any
subsequent disposition of the Target Shares by the Transferring Founder until
such right lapses in accordance with Section 7.1 herein and subject to any other
remedies of the Investors under Article IV hereunder.
ARTICLE II
CO-SALE RIGHTS IN SALES BY A TRANSFERRING FOUNDER
2.1 GRANT OF CO-SALE RIGHTS. Subject to the provisions of Article III
hereof, if a Transferring Founder proposes to enter into a transaction regarding
the sale of Common Stock beneficially owned by such Transferring Founder, to the
extent that the right of first refusal set forth under Article I is not
exercised by the Investors, the Investors shall have the right, exercisable upon
written notice to the Transferring Founder within thirty (30) days from the
Trigger Date, to participate in such sale of the Common Stock on the same terms
and conditions as those set forth in the Disposition Notice, and the
Transferring Founder shall not consummate such sale of Stock except upon
compliance with this Article II. To the extent any Investors exercise such right
of participation in accordance with Section 2.1(b) hereunder, the number of
shares of Common Stock that the Transferring Founder may sell in the transaction
shall be correspondingly reduced.
(a) The Investors shall be deemed to own the number of shares of
Common Stock equal to the number of shares of Common Stock that are issuable
upon conversion of any shares of Preferred Stock then held by the Investors.
(b) Each Investor may sell or any part of a number of shares of
Common Stock of the Company equal to the product obtained by multiplying (i) the
aggregate number of shares of
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SEPARATELY WITH THE COMMISSION.
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Common Stock covered by the Disposition Notice by (ii) a fraction, the numerator
of which is the number of shares of Common Stock of the Company at the time
owned by such Investor and the denominator of which is the combined number of
shares of Common Stock of the Company at the time owned by the Transferring
Founder and the Investors.
(c) The Investors may effect their individual participation in the
sale by delivering to the purchase offer or one or more certificates, properly
endorsed for transfer, which represent:
(i) the number of shares of Common Stock that it
elects to sell pursuant to this Section 2.1; or
(ii) that number of shares of Preferred Stock that is
at such time convertible into the number of shares of Common Stock that
it has elected to sell pursuant to this Section 2.1; provided, however,
that if the purchase offeror objects to the delivery of Preferred Stock
in lieu of Common Stock, the Investors shall convert and deliver Common
Stock as provided in subsection (i) above.
2.2 PAYMENT OF PROCEEDS. The stock certificates that the Investors
deliver to such Transferring Founder pursuant to Section 2.1 shall be
transferred by the Transferring Founder to the purchase offeror in consummation
of the sale of the Common Stock pursuant to the terms and conditions specified
in the Section 2.1 notice to the Investors, and such Transferring Founder shall
promptly thereafter remit to each Investor that portion of the sale proceeds to
which such Investor is entitled by reason of its participation in such sale.
2.3 NON-EXERCISE. The exercise or non-exercise of the rights of the
Investors hereunder to participate in one or more sales of Common Stock made by
the Transferring Founder shall not adversely affect their rights to participate
in subsequent Common Stock sales by the Transferring Founder.
ARTICLE III
EXEMPT TRANSFERS
3.1 PERMITTED TRANSACTIONS. Notwithstanding the foregoing, the first
refusal rights of the Investors and the co-sale rights of the Investors shall
not apply to: (i) any repurchase of Common Stock by the Company; (ii) any bona
fide gift; (iii) any donative transfer to the ancestors, lineal descendants,
siblings or spouse of a Transferring Founder or to trusts, family limited
partnerships or other similar entities for the benefit of such persons, or in
connection with estate planning purposes; (iv) transfers to any entity
affiliated with or controlled by a Transferring Founder; (v) if such
Transferring Founder is a partnership, transfers to a partner of such
partnership or a retired partner of such partnership; (vi) transfers by will or
laws of descent and distribution or (vii) if such Transferring Founder is a
corporation, transfers to the stockholders of such corporation pursuant to a
duly declared dividend or (viii) transfers pursuant to a divorce decree;
PROVIDED that for all such of the foregoing transfers, the transferee shall
furnish the Investors and the Company with a written agreement to be bound by
and comply with all provisions of this Agreement. Such transferred Common Stock
shall remain bound by and comply with all provisions of this Agreement. Such
transferee shall be treated as a "Transferring Founder"
* = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.
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for the purposes of this Agreement. The provisions of this Agreement shall not
apply to the sale of any Stock to the public pursuant to a registration
statement filed with, and declared effective by, the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "SECURITIES ACT").
ARTICLE IV
PROHIBITED TRANSFERS
4.1 GRANT. In the event a Transferring Founder should sell any Common
Stock of the Company in contravention of the participation rights of the
Investors under this Agreement (a "PROHIBITED TRANSFER"), the Investors shall
have the put option provided in Section 4.2.
4.2 PUT OPTION. In the event of a Prohibited Transfer, each Investor
shall have the option to sell to such Transferring Founder a number of shares of
Common Stock of the Company (either directly or through delivery of Preferred
Stock) equal to the number of shares that such Investor would have been entitled
to sell had such Prohibited Transfer been effected in accordance with Article II
hereof, on the following terms and conditions:
(a) The price per share at which the shares are to be sold to the
Transferring Founder shall be equal to the price per share paid to the
Transferring Founder by the third party purchaser or purchasers of the
Transferring Founder's Common Stock.
(b) The Investor shall deliver to the Transferring Founder, within
30 days after they have received notice from the Transferring Founder or
otherwise become aware of the Prohibited Transfer, the certificate or
certificates representing shares to be sold, each certificate to be properly
endorsed for transfer, subject to the full payment of the aggregate purchase
price therefor.
(c) The Transferring Founder shall, within three business days of
receipt of the certificates for the repurchased shares, pay the aggregate
Section 4.2(a) purchase price therefor, by certified check or bank draft made
payable to the order of the Investor, and shall reimburse the Investor for any
additional expenses, including reasonable legal fees and expenses, incurred in
effecting such purchase and resale.
ARTICLE V
LEGEND REQUIREMENTS
5.1 LEGEND. Each certificate representing the Common Stock owned by the
Transferring Founder shall be endorsed with the following legend:
"THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A
CERTAIN RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT DATED
DECEMBER 27, 2000 BY AND AMONG THE REGISTERED HOLDER (OR HIS
PREDECESSOR IN INTEREST), THE COMPANY,
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SEPARATELY WITH THE COMMISSION.
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CERTAIN FOUNDERS OF THE COMPANY, AND AN INVESTOR IN THE
CAPITAL STOCK OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON
FILE AT THE PRINCIPAL OFFICE OF THE COMPANY."
5.2 REMOVAL. The Section 5.1 legend shall be removed upon termination
of this Agreement in accordance with the provisions of Section 7.1.
ARTICLE VI
WAIVER OF RIGHTS UNDER STOCKHOLDER AGREEMENT
Each of the Founders, and each other party hereto that is a Stockholder
(as defined in the Stockholder Agreement), hereby waives, for the benefit of
OrbiMed Advisors LLC ("OrbiMed") and the other holders of the Series D Preferred
Stock, its rights under Sections 2.b, 3 and 4.c of the Stockholder Agreement.
The Company, the Founders and each such Stockholder agree not to exercise their
rights under Section 1.a of the Stockholder Agreement except to the extent
consented to by OrbiMed in its sole discretion.
ARTICLE VII
MISCELLANEOUS PROVISIONS
7.1 TERMINATION. The rights of each Investor under this Agreement and
the correlative obligations of each Transferring Founder with respect to such
Investor shall terminate at such time as such Investor shall no longer be the
owner of any shares of capital stock of the Company. Unless sooner terminated in
accordance with the preceding sentence, this Agreement shall terminate upon the
earlier to occur of either of the following events (and shall not apply to any
transfer by a Founder in connection with such event): (i) the occurrence of an
Initial Public Offering as such term is defined in Section 1.3 of the Investor
Rights Agreement or (ii) the closing of any acquisition, merger, reorganization
or other such transaction which results in the stockholders of the Company
immediately prior to such transaction owning less than 50% of the Company's
voting stock of the Company or any successor corporation immediately after such
transaction.
7.2 NOTICE. Any notice required or permitted to be given to a party
pursuant to the provisions of this Agreement shall be in writing and shall be
effective upon personal delivery or upon deposit in the U.S. mail (or equivalent
independent service), postage prepaid and properly addressed to the party to be
notified as set forth below such party's signature to this Agreement or any of
the relevant Purchase Agreement or the Investor Rights Agreement or at such
other address or by such other means (including, without limitation, telecopier
transmission electronically confirmed) as such party may designate by ten (10)
days' advance written notice to the other parties hereto.
7.3 SUCCESSORS AND ASSIGNS. This Agreement and the rights and
obligations of the parties hereunder shall inure to the benefit of, and be
binding upon, their respective successors, permitted assigns and legal
representatives.
* = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.
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7.4 AGGREGATION OF STOCK. For the purposes of determining the
availability of any rights under this Agreement, the holdings of transferees and
assignees of an individual or a partnership who are spouses, ancestors, lineal
descendants or siblings of such individual or partners or retired partners of
such partnership (including spouses and ancestors, lineal descendants and
siblings of such partners or spouses who acquire Common Stock by gift, will or
intestate succession) shall be aggregated together with the individual or
partnership, as the case may be, for the purpose of exercising any rights or
taking any action under this Agreement.
7.5 ENTIRE AGREEMENT; EFFECTIVENESS. This Agreement embodies the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof and supersedes all prior oral or written agreements and
understandings relating to the subject matter hereof. No statement,
representation, warranty, covenant or agreement of any kind not expressly set
forth in this Agreement shall affect, or be used to interpret, change or
restrict, the express terms and provisions of this Agreement. This Agreement
shall become effective upon its execution by the Company, each of the Series D
Purchasers (other than any investment funds managed by, or other investors
affiliated with, Fort Washington Investment Advisors, Inc., which shall be
entitled to become a party hereto upon the closing of their respective
investments in the Series D Stock) and each of the Founders, provided that the
signature of any Founder as a condition to effectiveness may be waived by
OrbiMed. The Company shall use its best efforts to cause all of the other
stockholders intended to become parties hereto, to execute this Agreement as
soon as practicable thereafter.
7.6 MODIFICATIONS AND AMENDMENTS. This Agreement may not be amended or
modified, and no provision hereof may be waived, without the written consent of
the Company and the holders of at least a majority of the outstanding shares of
Preferred Stock (including the holders of at least a majority of the outstanding
Series D Preferred Stock). Any waiver or consent hereunder shall be effective
only in the specific instance and for the purpose for which it was given, and
shall not constitute a continuing waiver or consent.
7.7 GOVERNING LAW. This Agreement and the rights and obligations of the
parties hereunder shall be construed in accordance with and governed by the law
of the State of New York, without giving effect to the conflict of law
principles thereof.
7.8 JURISDICTION AND SERVICE OF PROCESS. Any legal action or proceeding
with respect to this Agreement shall be brought in the courts of the State of
New York or of the United States of America for the District of New York. By
execution and delivery of this Agreement, each of the parties hereto accepts for
itself and in respect of its property, generally and unconditionally, the
jurisdiction of the aforesaid courts. Each of the parties hereto irrevocably
consents to the service of process of any of the aforementioned courts in any
such action or proceeding by the mailing of copies thereof by certified mail,
postage prepaid, to the party at its address set forth or incorporated in
Section 7.2 hereof.
7.9 SEVERABILITY. In the event that any court of competent jurisdiction
shall determine that any provision, or any portion thereof, contained in this
Agreement shall be unenforceable in any respect, then such provision shall be
deemed limited to the extent that such court deems it
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SEPARATELY WITH THE COMMISSION.
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enforceable, and as so limited shall remain in full force and effect. In the
event that such court shall deem any such provision, or portion thereof, wholly
unenforceable, the remaining provisions of this Agreement shall nevertheless
remain in full force and effect.
7.10 INTERPRETATION. The parties hereto acknowledge and agree that: (i)
each party and its counsel reviewed and negotiated the terms and provisions of
this Agreement and have contributed to its revision; (ii) the rule of
construction to the effect that any ambiguities are resolved against the
drafting party shall not be employed in the interpretation of this Agreement;
and (iii) the terms and provisions of this Agreement shall be construed fairly
as to all parties hereto and not in favor of or against any party, regardless of
which party was generally responsible for the preparation of this Agreement.
7.11 HEADINGS AND CAPTIONS. The headings and captions of the various
subdivisions of this Agreement are for convenience of reference only and shall
in no way modify or affect the meaning or construction of any of the terms or
provisions hereof.
7.12 ENFORCEMENT. Each of the parties hereto acknowledges and agrees
that the rights acquired by each party hereunder are unique and that irreparable
damage would occur in the event that any of the provisions of this Agreement to
be performed by the other parties were not performed in accordance with their
specific terms or were otherwise breached. Accordingly, in addition to any other
remedy to which the parties hereto are entitled at law or in equity, each party
hereto shall be entitled to an injunction or injunctions to prevent breaches of
this Agreement by any other party and to enforce specifically the terms and
provisions hereof in any federal or state court to which the parties have agreed
hereunder to submit to jurisdiction.
7.13 NO WAIVER OF RIGHTS, POWERS AND REMEDIES. No failure or delay by a
party hereto in exercising any right, power or remedy under this Agreement, and
no course of dealing among the parties hereto, shall operate as a waiver of any
such right, power or remedy of the party. No single or partial exercise of any
right, power or remedy under this Agreement by a party hereto, nor any
abandonment or discontinuance of steps to enforce any such right, power or
remedy, shall preclude such party from any other or further exercise thereof or
the exercise of any other right, power or remedy hereunder. The election of any
remedy by a party hereto shall not constitute a waiver of the right of such
party to pursue other available remedies. No notice to or demand on a party not
expressly required under this Agreement shall entitle the party receiving such
notice or demand to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the party giving such
notice or demand to any other or further action in any circumstances without
such notice or demand.
7.14 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and by different parties hereto on separate counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
* = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused this Agreement to be executed by their duly authorized representatives,
as of the date first written above.
NEOGENESIS DRUG DISCOVERY, INC.
By: /s/ SATISH JINDAL
-----------------------------------------------
Name: Satish Jindal
Title: President
SERIES A STOCKHOLDERS:
/s/ ALLEN H. MICHELS
--------------------------------------------------
Allen H. Michels
TGJ TRUST
/s/ THEODORE G. JOHNSON
--------------------------------------------------
By: Theodore G. Johnson, its Trustee
/s/ CHRISTOPHER J. AINLEY
--------------------------------------------------
Christopher J. Ainley
Tenants in the Entirety:
/s/ CLAUDE E. WINTNER
--------------------------------------------------
Claude E. Wintner
/s/ MARTHA C. WINTNER
--------------------------------------------------
Martha C. Wintner
Tenants in Common:
/s/ MARK BIRNBAUM
--------------------------------------------------
Mark Birnbaum
/s/ EVELYN BIRNBAUM
--------------------------------------------------
Evelyn Birnbaum
SERIES B STOCKHOLDERS:
/s/ THEODORE G. JOHNSON
--------------------------------------------------
Theodore G. Johnson
* = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.
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TGJ TRUST
/s/ THEODORE G. JOHNSON
--------------------------------------------------
Theodore G. Johnson, its Trustee
/s/ CHRISTOPHER J. AINLEY
--------------------------------------------------
Christopher J. Ainley
--------------------------------------------------
James Wade
--------------------------------------------------
Charles A. Sanders
/s/ JIRO ABE
--------------------------------------------------
Jiro Abe
FREYA FANNING & CO.
By: /s/ THOMAS B. HALLOWELL
-----------------------------------------------
Name: Thomas B. Hallowell
Its: General Partner
--------------------------------------------------
Peter B. Loring
SERIES C STOCKHOLDERS:
FREYA FANNING & CO.
By: /s/ THOMAS B. HALLOWELL
-----------------------------------------------
Name: Thomas B. Hallowell
Its: General Partner
/s/ JASON T. KUPLEN
--------------------------------------------------
Jason T. Kuplen
/s/ ROBERT A. GOUGH, JR.
--------------------------------------------------
Robert A. Gough, Jr.
* = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.
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NEOGENESIS DRUG DISCOVERY, INC.
SERIES D PREFERRED INVESTMENT TRUST
By:
-----------------------------------------------
Name:
Its:
Morash Family L.P.
--------------------------------------------------
By: Richard Morash
Its: General Partner
CONSTANTIN VON WENTZEL TRUST
By:
-----------------------------------------------
Name:
Its:
/s/ THOMAS B. HALLOWELL
--------------------------------------------------
Thomas B. Hallowell
/s/ THEODORE G. JOHNSON
--------------------------------------------------
Theodore G. Johnson
/s/ DAVID L. ENGEL
--------------------------------------------------
David L. Engel
/s/ JUSTIN P. MORREALE
--------------------------------------------------
Justin P. Morreale
/s/ VICTOR J. PACI
--------------------------------------------------
Victor J. Paci
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SEPARATELY WITH THE COMMISSION.
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SERIES D PURCHASERS:
CADUCEUS PRIVATE INVESTMENTS, LP
By OrbiMed Capital, LLC, its General Partner
By: /s/ ERIC A. BITTELMAN
-----------------------------------------------
Name: Eric A. Bittelman
Title: Chief Financial Officer
ORBIMED ASSOCIATES, LLC
By OrbiMed Advisors LLC, its Managing Member
By: /s/ ERIC A. BITTELMAN
-----------------------------------------------
Name: Eric A. Bittelman
Title: Chief Financial Officer
PW JUNIPER CROSSOVER FUND, L.L.C.
By PW Juniper Management, L.L.C., its
Investment Advisor
By OrbiMed Advisors, Inc., a Member
By: /s/ ERIC A. BITTELMAN
-----------------------------------------------
Name: Eric A. Bittelman
Title: Chief Financial Officer
FINSBURY WORLDWIDE PHARMACEUTICAL TRUST PLC
By OrbiMed Advisors, LLC, its Investment
Advisor
By: /s/ ERIC A. BITTELMAN
-----------------------------------------------
Name: Eric A. Bittelman
Title: Chief Financial Officer
* = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.
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FORT WASHINGTON PRIVATE EQUITY
INVESTORS II, L.P.
By: Fort Washington Capital Partners, LLC,
General Partner
By: Fort Washington Investment Advisors, Inc.,
Managing Member
By: /s/ WILLIAM F. LEDWIN
-----------------------------------------------
Name: William F. Ledwin
Title: President
By: /s/ JOHN O"CONNOR
-----------------------------------------------
Name: John O'Connor
Title: Director of Private Equity
FORT WASHINGTON PRIVATE EQUITY INVESTORS III, L.P.
By: Fort Washington Capital Partners, LLC,
General Partner
By: Fort Washington Investment Advisors, Inc.,
Managing Member
By: /s/ WILLIAM F. LEDWIN
-----------------------------------------------
Name: William F. Ledwin
Title: President
By: /s/ JOHN O'CONNOR
-----------------------------------------------
Name: John O'Connor
Title: Director of Private Equity
ORBIMED ADVISORS LLC
By: /s/ Eric A. Bittelman
-----------------------------------------------
Name: Eric A. Bittelman
Title: Chief Financial Officer
FREYA FANNING & CO.
By: /s/ THOMAS B. HALLOWELL
-----------------------------------------------
Name: Thomas B. Hallowell
Title: General Partner
/s/ THEODORE G. JOHNSON
--------------------------------------------------
Theodore G. Johnson
/s/ GUY M. ROCHMAN
--------------------------------------------------
Guy M. Rochman
* = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.
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/s/ JUSTIN P. MORREALE
--------------------------------------------------
Justin P. Morreale
/s/ DAVID L. ENGEL
--------------------------------------------------
David L. Engel
/s/ VICTOR J. PACI
--------------------------------------------------
Victor J. Paci
/s/ JOHN J. CONCANNON III
--------------------------------------------------
John J. Concannon III
* = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.
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<Page>
FOUNDERS
/s/ ALLEN H. MICHELS
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Allen H. Michels
/s/ SATISH JINDAL
--------------------------------------------------
Satish Jindal
/s/ KRISHNA KHALGHATGI
--------------------------------------------------
Krishna Khalghatgi
/s/ ED WINTNER
--------------------------------------------------
Ed Wintner
/s/ GERALD SHIPPS
--------------------------------------------------
Gerald Shipps
/s/ WILLIAM LEE
--------------------------------------------------
William Lee
/s/ SETH N. BIRNBAUM
--------------------------------------------------
Seth N. Birnbaum
* = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.
15