**Exhibit 9.1**

 

 

SERVIZIO RISORSE

SEGRETERIA GENERALE - AP/MG

 
|                                |   | 28 FEB. 2003                        |
|-------------------------------------|--------|-------------------------------------|
|                                |   |                                |
|                                |   | Spettabile                          |
|                                |   | Versicor Inc.                       |
| PROT. U  0000885 : 28 02 2003       | c.a.:  |  Sir  Dov A. Goldestein, M.D.  |
|                                |   | 455 South Gulph Road                |
|                                |   | Suite 310                           |
| Anticipated via fax n: +16102052333 |   | King of Prussia, Pennsylvania 19406 |

 

**Re: LetterAgreement between Monte Titoli and Versicor about Voting Procedures inconnection with Versicor Inc. stockholder meetings**

 

Dear Sirs,

 

we send you Monte Titoli’sacceptance - duly signed by our General Manager, Paolo Cittadini - to yourproposal, signed by your President, George F. Horner III, of a letter agreementbetween the parties which permits Versicor’s stockholders in Italy to votetheir shares.

 

We are at your disposal.

 

Best regards.

 

 
|   | MONTE TITOLI  - S.p.A.                  |
|--------|-----------------------------------------|
|   | Head of  Legal and Secretary Department |
|   | (Andrea  Perrone)                       |
|   |                                    |
|   | /s/ Andrea  Perrone                     |

 

 

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**LetterAgreement**

 

**ViaFacsimile**

 

February 28,2003

 

Monte Titoli S.p.AVia Mantegna, 620154 MilanoItaly

 

**Re:****                            *****VotingProcedures in connection with Versicor Inc. stockholder meetings***

 

Ladies and Gentlemen

 

Versicor Inc. (“Versicor”)is a Delaware corporation with its common stock listed on the Nasdaq NationalMarket and subject to the federal law of the United States. Versicor hasentered in an agreement and intends to merge with Biosearch Italia, S.p.A.,with Versicor as the surviving corporation. In addition, Versicor intends toobtain the applicable approvals to list its common stock on the Nuovo Mercato,organized and managed by Borsa Italiana S.p.A. Versicor and Monte Titoli S.p.A.(“Monte Titoli”) desire to formalize an arrangement between Versicor and MonteTitoli which, among other things, permits Versicor’s stockholders in Italy(i.e. the persons and entities holding Versicor shares through Monte Titoli) tovote those shares in a manner that complies with both U.S. and Italian law.

 

Versicor and Monte Titoliagree as follows:

 

1)                                      Versicor shall notify Monte Titoli of thedate and time of each Versicor stockholder meeting on or before the followingdates: (i) 30 days in advance of an annual stockholder meeting; (ii) 20 days inadvance of a special stockholder meeting called to resolve upon a merger; and(iii) 10 days in advance of a special stockholder meeting called to resolveupon any other matter. Versicor shall also issue a press release which includesthe date and time of each such meeting.

 

2)                                      Immediately upon receipt of the noticedescribed in paragraph 1) above, Monte Titoli shall release to the system therelevant information regarding each Versicor stockholder meeting.

 

3)                                      Together with the notice of meeting describedin paragraph 1) above, Versicor shall transmit (or shall cause The DepositaryTrust Company to transmit) to Monte Titoli for its execution an omnibus proxyin the form attached hereto as Exhibit A. Such omnibus proxy shall namethe bearers of the admission tickets as Monte Titoli’s proxies, with full powerto appoint further substitutes, to represent and to vote the number of sharesdesignated on the admission tickets at each such Versicor stockholder meeting.Monte Titoli shall execute and return the executed omnibus proxy to Versicor nolater than 3 (three) days after receiving an omnibus proxy from Versicor.

 

 

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4)                                      Together with the omnibus proxy, Monte Titolishall supply to Versicor the names and contact information of a representativeof each bank participating to Monte Titoli holding Versicor shares.

 

5)                                      In connection with each Versicor stockholdermeeting, no later than 3 (three) days after receiving an omnibus proxy fromVersicor, Monte Titoli shall (i) inform each bank participating to Monte Titoliholding Versicor’s shares that it has executed an omnibus proxy naming thebearers of the admission tickets as Monte Titoli’s proxies, with full power toappoint further substitutes, to represent and to vote the number of sharesdesignated on the admission tickets at each such Versicor stockholder meetingand (ii) remind aforementioned bank about its commitment to issue - at least 5(five) days prior to each such Versicor stockholder meeting - admission ticketsto Versicor’s ultimate stockholders upon their request, in accordance withConsob Regulation 11768/98.

 

6)                                      Versicor shall promptly forward directly toeach bank participating to Monte Titoli holding Versicor’s shares, a copy ofproxy statement (which includes proxy card and voting materials) in connectionwith a Versicor stockholder meeting.

 

The term of this agreementshall commence on the date of Monte Titoli’s acceptance and continue until thelater of 10 (ten) years after that date provided Versicor’s securities arelisted or traded on a stock exchange in the Republic of Italy.  This agreement may only be amended inwriting and signed by both parties.

 

2

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Notices under this Agreementshall be delivered via facsimile or electronic mail and followed by a copy ofsuch notice via regular mail, provided however that such notice shall be deemedgiven upon transmission of a facsimile and receipt of a confirmation of suchtransmission. The address for notices under this agreement shall be as follows:

 

If to Monte Titoli, to:

 

| Monte Titoli S.p.A.                       |
|-------------------------------------------|
| Issuer Relations                          |
| Via Mantegna, 6                           |
| 20154 Milan                               |
| Fax: +39.02.33635.333                     |
| Email:  customersrelations@montetitoli.it |

 

And if to Versicor to:

 

| Dov A. Goldstein, M.D.               |
|--------------------------------------|
| 455 South Gulph Road                 |
| Suite 310                            |
| King of Prussia,  Pennsylvania 19406 |
| Telephone (610) 491-2200             |
| Fax (610) 205-2333                   |
| Email:  dgoldstein@versicor.com      |

 

Or such other address aseither party shall provide to the other in writing.

 

This agreement shall bebinding upon and inure to the benefit of the parties hereto, their respectivesuccessors, assigns, legal representative and heirs. Neither party shall havethe right to assign its interest in this agreement without the prior writtenconsent of the other party, which consent shall not be unreasonably withheld ordelayed.

 

This agreement and anydispute arising hereunder or in connection herewith shall be governed byItalian law and shall be submitted to the exclusive jurisdiction of the courtsof Milan (Italy).

 

|   |   | Very Truly Yours,         |
|--------|--------|---------------------------|
|   |   |                      |
|   |   | **VERSICOR  INC.**        |
|   |   |                      |
|   |   |                      |
|   | By:    | /s/  G.F. Horner III |
|   |   | George F. Horner III      |

 

 

 

 

 
| Agreed and Accepted:   |
|------------------------|
|                   |
| **MONTE TITOLI S.p.A** |
|                   |
|                   |
| By:                    | /s/   Paolo Cittadini |   |
|                   | Paolo Cittadini |
|                   | General Manager |
|                        |  |  |  |

 

3

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**Exhibit Ato Letter Agreement**

 

**Form orOmnibus Proxy**

 

**OMNIBUSPROXY OF MONTE TITOLI**

 

Monte Titoli S.p.A., being the duly named Proxy ofThe Depository Trust Company (or its nominee, Cede & Co.) (collectively“DTC”) with power to represent and to vote [number] shares of common stock ofVersicor Inc. held of record by DTC on [record date] at the meeting referred tobelow, hereby appoints each bearer of a Certification of Participation in theItalian Central Depository System, which appears on its face to be issuedpursuant to Article 85(4) of Legislative Decree no. 58/1998 and Article 34 ofCONSOB Regulation 11768/1998 (an “admission ticket”), as its substitute Proxy,each with the power to appoint its substitute, and hereby authorizes each ofthem to represent and to vote the number of shares of Common Stock of VersicorInc. shown on the admission ticket at the Meeting of Stockholders of VersicorInc. to be held on [meeting date], and at any adjournment or postponement thereof.

 

|   | MONTE TITOLI S.p.A. |
|--------|---------------------|
|   |                |
|   |                |
| Dated: |                |   | By: |   |   |
|   |                | *Authorized  Representative* |   |
|        |                     |  |  |  |  |

 

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