exv10w1



 




EXHIBIT 10.1




FORM OF VOTING AGREEMENT



     
VOTING AGREEMENT (the “Agreement”), dated as of
April 3, 2006, between the undersigned stockholder (the
“Stockholder”) of Predix Pharmaceuticals
Holdings, Inc., a Delaware corporation (the
“Predix”), and EPIX Pharmaceuticals, Inc., a
Delaware corporation (“EPIX”).



     
WHEREAS, concurrently with the execution of this Agreement,
Predix, EPIX and EPIX Delaware, Inc., a Delaware
corporation and a wholly-owned subsidiary of EPIX
(“Merger Sub”), have entered into an Agreement
and Plan of Merger (as the same may be amended and restated from
time to time, the “Merger Agreement”),
providing for, inter alia, the merger (the
“Merger”) of Predix with Merger Sub pursuant to
the terms and conditions of the Merger Agreement;



     
WHEREAS, as a condition to their willingness to enter into the
Merger Agreement, EPIX and Merger Sub have requested that the
Stockholder make certain representations, warranties, covenants
and agreements with respect to the shares of Predix common
stock, par value $.01 per share (the “Predix Common
Stock”), Predix Preferred Stock, par value
$.01 per share (the “Predix Preferred
Stock”), and Predix Common Stock issuable upon the
exercise of options or warrants or the conversion of convertible
securities (the “Predix Convertible Shares,”
together with the Predix Common Stock and the Predix Preferred
Stock, the “Shares”) beneficially owned by the
Stockholder and set forth below the Stockholder’s signature
on the signature page hereto (the “Stockholder
Shares”); and



     
WHEREAS, in order to induce EPIX and Merger Sub to enter into
the Merger Agreement, the Stockholder is willing to make certain
representations, warranties, covenants and agreements with
respect to the Stockholder Shares.



     
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt, sufficiency and
adequacy of which is hereby acknowledged, the parties hereto
agree as follows:






		
	 	     
    1.     Representations of
    Stockholders. Stockholder represents and warrants to
    EPIX and Merger Sub that (a) Stockholder lawfully owns
    beneficially (as such term is defined in
    Rule 13d-3 under
    the Securities Exchange Act of 1934, as amended (the
    “Exchange Act”)) and of record all of the
    Stockholder Shares free and clear of all liens, claims, charges,
    security interests or other encumbrances (other than pursuant to
    this Agreement, the Merger Agreement, the agreements set forth
    on Exhibit A attached hereto or state or federal
    securities laws) and, except pursuant to this Agreement, the
    Merger Agreement, the agreements set forth on
    Exhibit A attached hereto or state or federal
    securities laws, there are no options, warrants or other rights,
    agreements, arrangements or commitments of any character to
    which Stockholder is a party relating to the pledge, disposition
    or voting of any Shares and there are no voting trusts or voting
    agreements with respect to the Stockholder Shares,
    (b) Stockholder does not beneficially own any Shares other
    than the Stockholder Shares and except as set forth below
    Stockholder’s signature on the signature page hereto, does
    not have any options, warrants or other rights to acquire any
    additional Shares or any security exercisable for or convertible
    into Shares, and (c) Stockholder has full power and
    authority to enter into, execute and deliver this Agreement and
    to perform fully Stockholder’s obligations hereunder. This
    Agreement has been duly executed and delivered and constitutes
    the legal, valid and binding obligation of Stockholder in
    accordance with its terms.
	 
	 	     
    2.     Agreement to Vote Shares;
    Irrevocable Proxy.






		
	 	     
    (a) Stockholder agrees during the term of this Agreement to
    vote the Stockholder Shares and any New Shares (as defined in
    Section 6 hereof) beneficially owned by the Stockholder at
    the record date for determining stockholders of record entitled
    to vote upon the Merger and the Merger Agreement at every
    meeting of the stockholders of Predix at which such matters are
    considered and at every adjournment or postponement thereof or
    by written consent: (i) in favor



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    of adoption and approval of the Merger Agreement and the Merger,
    (ii) against any action that would preclude fulfillment of
    a condition under the Merger Agreement to EPIX’s or Merger
    Sub’s obligation to consummate the Merger,
    (iii) against any action or agreement that would result in
    a breach in any material respect of any covenant, representation
    or warranty or any other obligation of Predix under the Merger
    Agreement and (iv) except for the Merger and the Merger
    Agreement, against any Acquisition Proposal (as defined in the
    Merger Agreement).
	 
	 	     
    (b) Stockholder hereby appoints EPIX and any designee of
    EPIX, and each of them individually, its proxies and
    attorneys-in-fact, with
    full power of substitution and resubstitution, to vote or act by
    written consent during the term of this Agreement with respect
    to the Stockholder Shares and any New Shares in accordance with
    Section 2(a). This proxy is given to secure the performance
    of the duties of Stockholder under this Agreement. Stockholder
    shall take such further action or execute such other instruments
    as may be necessary to effectuate the intent of this proxy. The
    proxy and power of attorney granted pursuant hereto by
    Stockholder shall be irrevocable during the term of this
    Agreement, shall be deemed to be coupled with an interest
    sufficient in law to support an irrevocable proxy and shall
    revoke any and all prior proxies granted by Stockholder. The
    power of attorney granted by Stockholder herein is a durable
    power of attorney and shall survive the dissolution, bankruptcy,
    death or incapacity of Stockholder. The proxy and power of
    attorney granted hereunder shall terminate upon the termination
    of this Agreement.







		
	 	     
    3.     No Voting Trusts or Other
    Arrangements. Stockholder agrees that Stockholder will
    not, and will not permit any entity under Stockholder’s
    control to, deposit any of the Stockholder Shares in a voting
    trust, grant any proxies with respect to the Stockholder Shares
    or subject any of the Stockholder Shares to any arrangement with
    respect to the voting of the Stockholder Shares other than
    agreements entered into with EPIX.
	 
	 	     
    4.     No Proxy
    Solicitations. Stockholder agrees that Stockholder will
    not, and will not permit any entity under Stockholder’s
    control to, (a) solicit proxies or become a
    “participant” in a “solicitation” (as such
    terms are defined in Regulation 14A under the Exchange Act)
    in opposition to or competition with the approval of the Merger
    Agreement or the consummation of the Merger or otherwise
    encourage or assist any party in taking or planning any action
    which would reasonably be expected to compete with, impede,
    interfere with or attempt to discourage the Merger or inhibit
    the timely consummation of the Merger in accordance with the
    terms of the Merger Agreement, (b) directly or indirectly
    encourage, initiate or cooperate in a stockholders’ vote or
    action by written consent of Predix’s stockholders in
    opposition to or in competition with the approval of the Merger
    Agreement or the consummation of the Merger or (c) become a
    member of a “group” (as such term is used in
    Rule 13d-5 under
    the Exchange Act) with respect to any voting securities of
    Predix for the purpose of opposing or competing with the
    approval of the Merger Agreement or the consummation of the
    Merger; provided, however, that nothing in this
    Agreement shall prevent Stockholder from taking any action or
    omitting to take any action solely as a member of the Board of
    Directors of Predix (or any committee thereof) or as an officer
    of Predix or any of its subsidiaries.
	 
	 	     
    5.     Transfer and
    Encumbrance. On or after the date hereof and during the
    term of this Agreement, Stockholder agrees not to transfer
    (except pursuant to the Merger Agreement or as otherwise
    required by law or court order), sell, offer, exchange, pledge
    or otherwise dispose of or encumber any of the Stockholder
    Shares or New Shares.
	 
	 	     
    6.     Additional
    Purchases. Stockholder agrees that all Shares that
    Stockholder purchases, acquires the right to vote or share in
    the voting of, or otherwise acquires beneficial ownership of
    after the execution of this Agreement (“New
    Shares”), shall be subject to the terms of this
    Agreement to the same extent as if they constituted Stockholder
    Shares.
	 
	 	     
    7.     Specific
    Performance. Each party hereto acknowledges that it will
    be impossible to measure in money the damage to the other party
    if a party hereto fails to comply with any of the obligations
    imposed by this Agreement, that every such obligation is
    material and that, in the event of any such



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    failure, the other party will not have an adequate remedy at law
    or damages. Accordingly, each party hereto agrees that
    injunctive relief or other equitable remedy, in addition to
    remedies at law or damages, is the appropriate remedy for any
    such failure and will not oppose the granting of such relief on
    the basis that the other party has an adequate remedy at law.
    Each party hereto agrees that it will not seek, and agrees to
    waive any requirement for, the securing or posting of a bond in
    connection with any other party’s seeking or obtaining such
    equitable relief.
	 
	 	     
    8.     No Agreement as Director
    or Officer. Stockholder makes no agreement or
    understanding in this Agreement in Stockholder’s capacity
    as a director or officer of Predix or any of its subsidiaries,
    and nothing in this Agreement will limit or affect any actions
    or omissions taken by Stockholder in Stockholder’s capacity
    as a director or officer of Predix or any of its subsidiaries
    including in exercising rights under the Merger Agreement, and
    no such actions or omissions shall be deemed a breach of this
    Agreement.
	 
	 	     
    9.     Entire Agreement.
    This Agreement supersedes all prior agreements, written or oral,
    among the parties hereto with respect to the subject matter
    hereof and contains the entire agreement among the parties with
    respect to the subject matter hereof. This Agreement may not be
    amended or supplemented, and no provisions hereof may be
    modified or waived, except by an instrument in writing signed by
    all the parties hereto. No waiver of any provisions hereof by
    any party shall be deemed a waiver of any other provisions
    hereof by any such party, nor shall any such waiver be deemed a
    continuing waiver of any provision hereof by such party.
	 
	 	     
    10.     Notices. All
    notices, requests, claims, demands or other communications
    hereunder shall be in writing and shall be deemed given when
    delivered personally, upon receipt of a transmission
    confirmation if sent by telecopy, facsimile or like transmission
    and on the next business day when sent by Federal Express,
    Express Mail or other reputable overnight courier service to the
    parties at the following addresses (or at such other address for
    a party as shall be specified by like notice):




     
If to EPIX:






		
	 	
    EPIX Pharmaceuticals, Inc.
	 	
    161 First Street
	 	
    Cambridge, MA 02142
	 	
    Attention: Chief Executive Officer
	 	
    Facsimile No.: (617) 250-6031



     
With a copy to:






		
	 	
    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
	 	
    One Financial Center
	 	
    Boston, MA 02111
	 	
    Attention: William T. Whelan, Esq.
	 	
    Facsimile No.: (617) 542-2241



     
If to Stockholder:






		
	 	
    To the address or facsimile number set forth for Stockholder on
    the
	 	
    signature page hereof.



     
With a copy to:






		
	 	
    Goodwin Procter LLP
	 	
    Exchange Place
	 	
    53 State Street
	 	
    Boston, MA 02109
	 	
    Attn.: Lawrence S. Wittenberg, Esq.
	 	
    Facsimile No.:
    (617) 523-1231



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11. Miscellaneous.






		
	 	     
    (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN
    ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND
    IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT
    REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. The
    parties hereby irrevocably submit to the jurisdiction of the
    courts of the Commonwealth of Massachusetts and the Federal
    courts of the United States of America, in each case, located in
    the City of Boston, Massachusetts solely in respect of the
    interpretation and enforcement of the provisions of this
    Agreement and hereby waive, and agree not to assert, as a
    defense in any action, suit or proceeding for the interpretation
    or enforcement hereof or of any such document, that it is not
    subject thereto or that such action, suit or proceeding may not
    be brought or is not maintainable in said courts or that the
    venue thereof may not be appropriate or that this Agreement may
    not be enforced in or by such courts, and the parties hereto
    irrevocably agree that all claims with respect to such action or
    proceeding shall be heard and determined in such courts. The
    parties hereby consent to and grant any such court jurisdiction
    over the person of such parties and over the subject matter of
    such dispute and agree that mailing of process or other papers
    in connection with any such action or proceeding in the manner
    provided in Section 10 hereof or in such other manner as
    may be permitted by law shall be valid and sufficient service
    thereof.
	 
	 	     
    EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH
    MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED
    AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY
    IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY
    HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
    INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
    TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY
    CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE,
    AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
    OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
    LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH
    PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS
    WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND
    (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS
    AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
    CERTIFICATIONS IN THIS SECTION 11(a).
	 
	 	     
    (b) If any provision of this Agreement or the application
    of such provision to any person or circumstances shall be held
    invalid or unenforceable by a court of competent jurisdiction,
    such provision or application shall be unenforceable only to the
    extent of such invalidity or unenforceability and the remainder
    of the provision held invalid or unenforceable and the
    application of such provision to persons or circumstances, other
    than the party as to which it is held invalid, and the remainder
    of this Agreement, shall not be affected.
	 
	 	     
    (c) This Agreement may be executed in one or more
    counterparts, each of which shall be deemed to be an original
    but all of which together shall constitute one and the same
    instrument.
	 
	 	     
    (d) This Agreement and all proxies and powers of attorney
    granted or provided pursuant hereto shall terminate upon the
    earliest to occur of (i) the Effective Time (as defined in
    the Merger Agreement) or (ii) the date on which the Merger
    Agreement is terminated in accordance with its terms.
	 
	 	     
    (e) Each party hereto shall execute and deliver such
    additional documents as may be necessary or desirable to effect
    the transactions contemplated by this Agreement.
	 
	 	     
    (f) All Section headings herein are for convenience of
    reference only and are not part of



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    this Agreement, and no construction or reference shall be
    derived therefrom.
	 
	 	     
    (g) The obligations of Stockholder set forth in this
    Agreement shall not be effective or binding upon Stockholder
    until after such time as the Merger Agreement is executed and
    delivered by Predix, EPIX and Merger Sub, and the parties agree
    that there is not and has not been any other agreement,
    arrangement or understanding between the parties hereto with
    respect to the matters set forth herein.
	 
	 	     
    (h) No party to this Agreement may assign any of its right
    or obligations under this Agreement without the prior written
    consent of the other party hereto, except that EPIX may assign
    its rights and obligations hereunder to any of its direct or
    indirect wholly-owned subsidiaries (including Merger Sub). Any
    assignment contrary to the provisions of this Section 11(h)
    shall be null and void.





[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]



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IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the date first written above.






		
	 	
    EPIX PHARMACEUTICALS, INC.






			
	 	By: 	
    /s/ Michael J. Astrue



		
	 	
     

	 	
    Name: Michael J. Astrue
	 	
    Title:   Chief Executive Officer
	 
	 	
    STOCKHOLDER
	 
	 	
    CADUCEUS PRIVATE INVESTMENT, L.P.






			
	 	By: 	
    /s/ Eric A. Bittelman



		
	 	
     

	 	
    Name: Eric A. Bittelman
	 	
    Title:   CFO, Orbimed Advisors, LLC
	 
	 	
    Address: 767 Third Avenue —
    30th Floor
	 	
    New York, NY 10017
	 	
    Facsimile No.: (212) 739-6444
	 
	 	
    No. of Shares Held



			
	 	Under Options: 	
     







		
	 	
    No. of Shares Held



			
	 	Under Warrants: 	
     







		
	 	
    No. of Shares Beneficially
	 	
    Beneficially Owned:



			
	 	Common: 	
     

	 	Preferred: 	
    37,034,684




Acknowledged and Agreed to:




PREDIX PHARMACEUTICALS HOLDINGS, INC.






		
	By: 	
    /s/ Michael G. Kauffman




 





Name: Michael G. Kauffman, M.D., Ph.D.



		
	Title:	
    President and CEO



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Schedule of Other Stockholders Signing




This Form of Voting Agreement




PA INTERNATIONAL LIMITED




UBS JUNIPER CROSSOVER FUND, L.L.C.




HARE AND COMPANY FAO: FINSBURY WORLDWIDE PHARMA




YAMANOUCHI VENTURE CAPITAL




PCM VENTURE CAPITAL L.P.




YOZMA II (ISRAEL) L.P.




YVC-YOZMA MANAGEMENT & INVESTMENTS LTD., AS TRUSTEE FOR
YOZMA II (B.V.I.) L.P.




YOZMA VENTURE CAPITAL LTD.








 




Exhibit A






		
	1.	
    Second Amended and Restated Stockholders Agreement by and among
    Predix and certain Stockholders dated as of January 21,
    2005.
	 
	2.	
    Co-Sale Agreement by and among Takhus, Inc. and certain
    Stockholders dated October 12, 1995, as amended.
	 
	3.	
    Form of Incentive Stock Option Agreement granted under
    Predix’s 2003 Stock Incentive Plan.
	 
	4.	
    Form of Nonstatutory Stock Option Agreement granted under
    Predix’s 2003 Stock Incentive Plan.
	 
	5.	
    Form of Restricted Stock Agreement granted under Predix’s
    2003 Stock Incentive Plan.