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Exhibit 4
PHARMACEUTICAL PARTNERS, L.L.C.
July 23, 1997
PaineWebber Technologies ll, L.P.
c/o PaineWebber Development Corporation
1285 Avenue of the Americas
New York, NY 10023
Attention: Rick McCormick
Dear Rick:
Further to our letter dated October 22nd, 1996, Pharmaceutical Partners, LLC
("PPLLC") is requesting use of the list of the names and addresses (the "List")
of the limited partners in PaineWebber R&D Partners II, L.P. ("R&D Partners
II"). PPLLC and two funds it manages, Pharmaceutical Royalties, LLC and
Pharmaceutical Royalty Investments Ltd. are limited partners in R&D Partners II.
The purpose of the request for the List is to increase such investment in R&D
Partners II through a tender offer, and PPLLC agrees to use the List for no
other purpose.
In support of PPLLC's request for the List, we, Pablo Legorreta and Dave Madden,
on penalty of perjury affirm that we, acting on behalf of PPLLC, have authority
to give, and do hereby give, the following assurances:
1. PPLLC will hold the List in strict confidence, and will not give any
information derived from the List to any third party for any purpose
whatsoever, except that PPLLC may provide the List to any information or
other agent retained to act on PPLLC's behalf in connection with the
tender offer so long as such information or other agent is advised of the
confidential nature of the List and agrees to use such List solely in
connection with the proposed tender offer (it being understood that PPLLC
shall be responsible for any breach of this undertaking by such
information or other agent).
2. PPLLC will reimburse R&D Partners II for costs incurred in connection with
the request and for the List, including confirming compliance with these
undertakings (it being understood that such costs will not exceed $5,000
in the aggregate except in the case of breach by PPLLC of its obligations
pursuant to these undertakings).
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3. PPLLC will submit to the jurisdiction of the courts of the State of
Delaware in any dispute arising in connection with this request for the
List and hereby appoints and will maintain RL & F Service Corp., One
Rodney Square, Tenth Floor, Wilmington, New Castle County, Delaware 19801
as its agent in the State of Delaware for acceptance of legal process in
connection with any such action.
4. PPLLC will comply fully with the requirements of the Securities and
Exchange Act of 1934 and the rules of the Securities and Exchange
Commission thereunder, including full disclosure of all material facts
and, in the case of any tender offer, rights of proration and withdrawal
rights, irrespective of the number of units sought to be acquired in such
tender offer.
5. PPLLC acknowledges that Section 8.03(a)(iii) provides that, prior to the
transfer of any limited partnership interest in the Partnership, the
General Partner shall have consented in writing to the assignment, which
consent may be withheld in the absolute discretion of the General Partner.
Accordingly, PPLLC acknowledges that the General Partner may withhold
consent if, among other reasons, the General Partner concludes, based upon
the advice of counsel, that such acquisition would increase the risk of
adverse tax consequences to the Partnership or its partners. In the event
the General Partner withholds its consent for any number of units sought
to be purchased, PPLLC will refrain from acquiring interests or units of
the number so withheld.
6. PPLLC is acting on behalf of itself, certain accounts it manages and two
funds under management, namely Pharmaceutical Royalties, LLC and
Pharmaceutical Royalty Investments Ltd., and not on behalf of any other
third party.
7. PPLLC undertakes not to solicit directly, and will instruct its
information and other agents not to solicit directly, any PaineWebber
broker with respect to the tender offer. However, if a PaineWebber broker
contacts PPLLC or its information agent, either may provide such person
with the same information as is provided to any other person who contacts
PPLLC or its information agent with respect to the tender offer. This
undertaking excludes any PaineWebber broker who holds an interest who is
contacted in the normal course because he or she is an investor.
8. PPLLC undertakes not to make any in-person presentations to any
PaineWebber brokers or to visit PaineWebber offices with a view to meeting
with brokers. PPLLC will similarly instruct its information and other
agents.
9. Within 30 days after the completion of the tender offer, PPLLC agrees to
return the Lists, including any and all copies of such lists and any
related summary material, together with any other materials provided by
R&D Partners II.
10. Any solicitation of limited partners that will be undertaken by PPLLC or
its information or other agents will be conducted in a professional and
reasonable manner which will respect the privacy and rights of limited
partners.
11. Provision of the List pursuant to this letter shall be deemed to
constitute compliance by R&D Partners II and its General Partner of their
obligations pursuant to Rule 14d-5 under the Securities Exchange Act of
1934, and PPLLC shall comply with the provisions of Rule 14d-5(f)(4) of
the Act.
We trust that these undertakings will satisfy your concerns regarding the
proposed offer.
Very truly yours,
Pharmaceutical Partners, LLC
By: /s/ Pablo Legoretta
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Name: Pablo Legoretta
Title: Managing Member
By: /s/ Dave Madden
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Name: Dave Madden
Title: Managing Member