exv4w1



 










Exhibit 4.1




 





REGISTRATION RIGHTS AGREEMENT




between




LEXICON PHARMACEUTICALS, INC.




and




SYMPHONY ICON HOLDINGS LLC




 






Dated as of June 15, 2007




 






 





 









 








Table of Contents




	 	 	 	 	 	 	 
	Section	 	 	 	Page
	 
	 	 	 	 	 	 
	Section 1.

	 	Definitions
	 	 	1	 
	 
	 	 	 	 	 	 
	Section 2.

	 	Registration
	 	 	2	 
	 
	 	 	 	 	 	 
	Section 3.

	 	Related Obligations
	 	 	4	 
	 
	 	 	 	 	 	 
	Section 4.

	 	Obligations of the Investor(s)
	 	 	7	 
	 
	 	 	 	 	 	 
	Section 5.

	 	Expenses of Registration
	 	 	8	 
	 
	 	 	 	 	 	 
	Section 6.

	 	Indemnification
	 	 	8	 
	 
	 	 	 	 	 	 
	Section 7.

	 	Contribution
	 	 	13	 
	 
	 	 	 	 	 	 
	Section 8.

	 	Reports Under The Exchange Act
	 	 	13	 
	 
	 	 	 	 	 	 
	Section 9.

	 	Assignment of Registration Rights
	 	 	13	 
	 
	 	 	 	 	 	 
	Section 10.

	 	Amendment
	 	 	14	 
	 
	 	 	 	 	 	 
	Section 11.

	 	Miscellaneous
	 	 	14	 
	 
	 	 	 	 	 	 
	Exhibit A — Form of Selling Stockholder Questionnaire	 	 	 	 






 i




 









 








REGISTRATION RIGHTS AGREEMENT




     REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 15, 2007, by and
between LEXICON PHARMACEUTICALS, INC., a Delaware corporation (“Lexicon”), and SYMPHONY
ICON HOLDINGS LLC, a Delaware limited liability company (together with its permitted successors,
assigns and transferees, “Holdings”).



RECITALS:




     WHEREAS, in connection with the exercise by Lexicon of the Purchase Option under the Purchase
Option Agreement, by and among Lexicon, Holdings and Symphony Icon, Inc., a Delaware corporation
(“Symphony Icon”), of even date herewith (the “Purchase Option Agreement”), Lexicon
may elect to issue shares of Lexicon’s common stock, par value $0.001 per share (“Lexicon
Common Stock”) (such shares of Lexicon Common Stock when and if issued, the “Purchase
Option Shares”) to Holdings in partial payment of the Purchase Price in accordance with the
terms of the Purchase Option Agreement;



     WHEREAS, in connection with the Share Purchase Agreement by and between the parties hereto of
even date herewith (the “Share Purchase Agreement”), Lexicon has agreed, upon the terms and
subject to the conditions of the Share Purchase Agreement, to issue and sell to Holdings certain
shares of Lexicon Common Stock (the “Shares”); and



     WHEREAS, to induce Holdings to execute and deliver the Purchase Option Agreement and the Share
Purchase Agreement, Lexicon has agreed to provide certain registration rights under the Securities
Act of 1933, as amended (the “Securities Act”), and applicable state securities laws with
respect to the Shares and the Purchase Option Shares;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Lexicon and Holdings (the “Parties”) hereby agree as follows:



     Section 1. Definitions.



          (a) Capitalized terms used but not defined herein are used as defined in the Purchase Option
Agreement (including Annex A thereto).




          (b) As used in this Agreement, the following terms shall have the following meanings:




          (i) “Effective Registration Date” means the date that the Registration Statement (as
defined below) is first declared effective by the SEC.




Registration Rights Agreement




 









 








               (ii) “Investor(s)” means Holdings, any transferee or assignee thereof to whom Holdings
assigns its rights under this Agreement and who agrees to become bound by the provisions of this
Agreement in accordance with Section 9 and any transferee or assignee thereof to whom a
transferee or assignee assigns its rights under this Agreement and who agrees to become bound by
the provisions of this Agreement in accordance with Section 9.



               (iii) “Purchase Option Related Registrable Securities” means (i) the Purchase Option
Shares, and (ii) any Lexicon Common Stock issued with respect to the Purchase Option Shares as a
result of any stock split, stock dividend, recapitalization, exchange or similar event or
otherwise.



               (iv) “register,” “registered,” and “registration” refer to a
registration effected by preparing and filing one or more Registration Statements in compliance
with the Securities Act and pursuant to Rule 415, and the declaration or ordering of effectiveness
of such Registration Statement(s) by the SEC.



               (v) “Registrable Securities” means, collectively, the Share Purchase Related
Registrable Securities and the Purchase Option Related Registrable Securities; provided, however,
that such securities will cease to be Registrable Securities on the earlier of (A) the date as of
which the Investor(s) may sell such securities without restriction pursuant to Rule 144(k) (or
successor thereto) promulgated under the Securities Act, or (B) the date on which the Investor(s)
shall have sold all such securities.



               (vi) “Registration Statement” means a registration statement or registration
statements of Lexicon filed under the Securities Act covering the Registrable Securities.



               (vii) “Rule 144” has the meaning set forth in Section 8 of this Agreement.



               (viii) “Rule 415” means Rule 415 under the Securities Act or any successor rule
providing for offering securities on a continuous or delayed basis.



               (ix) “Share Purchase Related Registrable Securities” means (i) the Shares; and (ii)
any shares of capital stock issued or issuable with respect to the Shares as a result of any stock
split, stock dividend, recapitalization, exchange or similar event or otherwise.



     Section 2. Registration.



          (a) Right to Registration.




               (i) Purchase Option Related Registration. In the event Lexicon elects to exercise the
Purchase Option as set forth in the Purchase Option Agreement, and in so doing elects to issue
Purchase Option Related Registrable



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Securities, Lexicon shall prepare and, in accordance with
Section 2(a)(ii)(B) of the Purchase Option Agreement, file with the SEC a Registration
Statement on Form S-3 covering the resale of the Purchase Option Related Registrable Securities.
The Registration Statement prepared pursuant hereto shall register for resale that number of shares
of Lexicon Common Stock equal to the number of Purchase Option Related Registrable Securities as
would be issued pursuant to the terms of the Purchase Option Agreement, subject to adjustment as
provided in Sections 2(c) and 2(d). Lexicon shall use commercially reasonable efforts to
have the Registration Statement declared effective by the SEC as soon as practicable following the
Purchase Option Exercise Date.




               (ii) Share Purchase Related Registration. Lexicon shall prepare, and, as soon as
practicable but in no event later than forty-five (45) days after the Closing Date, file with the
SEC a Registration Statement on Form S-3 covering the resale of all of the Share Purchase Related
Registrable Securities. The Registration Statement prepared pursuant hereto shall register for
resale at least that number of shares of Lexicon Common Stock equal to the number of Share Purchase
Related Registrable Securities as of the trading day immediately preceding the date the
Registration Statement is initially filed with the SEC, subject to adjustment as provided in
Sections 2(c) and 2(d). Lexicon shall use commercially reasonable efforts to have the
Registration Statement declared effective by the SEC as soon as practicable following the issuance
of the Shares.



          (b) Ineligibility for Form S-3. In the event that Form S-3 is not available for the
registration of the resale of Registrable Securities hereunder, Lexicon shall (i) register the
resale of the Registrable Securities on another appropriate form reasonably acceptable to Holdings
(which acceptable forms shall include Form S-1) (in the case of the resale of Purchase Option
Related Registrable Securities, in accordance with Section 2(a)(ii)(B) of the Purchase
Option Agreement); and (ii) undertake to register the Registrable Securities on Form S-3 as soon as
such form is available; provided that Lexicon shall maintain the effectiveness of the
Registration Statement then in effect until such time as a Registration Statement on Form S-3
covering the Registrable Securities has been declared effective by the SEC.




          (c) Sufficient Number of Shares Registered. In the event the number of shares
available under a Registration Statement filed pursuant to Section 2(a) is insufficient to
cover all of the Registrable Securities required to be covered by such Registration Statement,
Lexicon shall amend the applicable Registration Statement, or file a new Registration Statement (on
the short form available therefor, if applicable), or both, so as to cover at least 100% of the
number of such Registrable Securities as of the trading day immediately preceding the date of the
filing of such amendment or new Registration Statement (subject to adjustment as provided in
Section 2(d)), in each case, as soon as practicable, but in any event not later than fifteen
(15) days after Lexicon becomes aware of the necessity therefor. Lexicon shall use commercially
reasonable
efforts to cause such amendment and/or new Registration Statement to become effective as soon
as practicable following the filing thereof. For purposes of the foregoing provision, the number
of shares available under a Registration Statement shall be deemed “insufficient to cover all of
the Registrable Securities” if at any time the number of shares




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3









 







of Lexicon Common Stock available
for resale under such Registration Statement is less than the number of Registrable Securities.




          (d) Excluded Registrable Securities. Notwithstanding any other provision of this
Agreement to the contrary, Lexicon shall have no obligation to include under any Registration
Statement the sale of any Registrable Securities for which an Investor (i) fails to furnish to
Lexicon a Selling Stockholder Questionnaire or other reasonably requested information or
documentation as provided by Section 4(a) or (ii) otherwise elects to exclude from such
Registration Statement.




     Section 3. Related Obligations. At such time as Lexicon is obligated to file a
Registration Statement with the SEC pursuant to Section 2(a), (b) or (c),
Lexicon will use commercially reasonable efforts to effect the registration of the Registrable
Securities in accordance with the intended method of disposition thereof and, pursuant thereto
(except at such times as Lexicon may be required to suspend the use of a prospectus forming a part
of the Registration Statement pursuant to Section 3(1), at which time Lexicon’s obligations
under Sections 3(a), (b), (c), (d), (i) and (k) may
also be suspended, as required), Lexicon shall have the following obligations:



          (a) Lexicon shall keep each Registration Statement effective pursuant to Rule 415 at all times
until the earlier of (i) the date as of which the Investor(s) may sell all of the Registrable
Securities covered by such Registration Statement without restriction pursuant to Rule 144(k) (or
successor thereto) promulgated under the Securities Act, or (ii) the date on which the Investor(s)
shall have sold all the Registrable Securities covered by such Registration Statement (the
“Registration Period”).




          (b) Lexicon shall prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to a Registration Statement and the prospectus used in connection with
such Registration Statement as may be necessary to keep such Registration Statement effective at
all times during the Registration Period, and, during such period, comply with the provisions of
the Securities Act with respect to the disposition of all Registrable Securities of Lexicon covered
by such Registration Statement until such time as all of such Registrable Securities shall have
been disposed of in accordance with the intended methods of disposition by the seller or sellers
thereof as set forth in such Registration Statement. In the case of amendments and supplements to
a Registration Statement which are required to be filed pursuant to this Agreement (including
pursuant to this Section 3(b)) by reason of Lexicon filing a report on Form 10-K, Form 10-Q
or Form 8-K or any analogous report under the Exchange Act, Lexicon shall have incorporated such
report by reference into such Registration Statement, if applicable, or shall file such amendments
or supplements with
the SEC on the same day on which the Exchange Act report is filed which created the
requirement for Lexicon to amend or supplement such Registration Statement.




          (c) Lexicon shall furnish to each Investor whose Registrable Securities are included in any
Registration Statement, without charge, (i) promptly after the same is prepared and filed with the
SEC, at least one (1) copy of such Registration Statement and any amendment(s) thereto, including
financial statements and schedules,




Registration Rights Agreement




4









 







and each preliminary prospectus; (ii) upon the effectiveness of
any Registration Statement, ten (10) copies of the prospectus included in such Registration
Statement and all amendments and supplements thereto (or such other number of copies as such
Investor may reasonably request); and (iii) such other documents, including copies of any
preliminary or final prospectus, as such Investor may reasonably request from time to time in order
to facilitate the disposition of the Registrable Securities owned by such Investor.




          (d) Lexicon shall use commercially reasonable efforts to (i) register and qualify, unless an
exemption from registration and qualification applies, the resale by Investor(s) of the Registrable
Securities covered by a Registration Statement under such other securities or “blue sky” laws of
such jurisdictions in the United States as Investor(s) reasonably request; (ii) prepare and file in
those jurisdictions such amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the effectiveness thereof during
the Registration Period; and (iii) take such other actions as may be necessary to maintain such
registrations and qualifications in effect at all times during the Registration Period;
provided, however, that Lexicon shall not be required in connection therewith or as
a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise
be required to qualify but for this Section 3(d), (y) subject itself to general taxation in
any such jurisdiction, or (z) file a general consent to service of process in any such
jurisdiction. Lexicon shall promptly notify each Investor who holds Registrable Securities of the
receipt by Lexicon of any notification with respect to the suspension of the registration or
qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws
of any jurisdiction in the United States or its receipt of actual notice of the initiation or
threatening of any proceeding for such purpose.




          (e) Lexicon shall notify each Investor in writing of the happening of any event, as promptly
as practicable after becoming aware of such event, as a result of which the prospectus included in
a Registration Statement, as then in effect, includes an untrue statement of a material fact or
omission to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, and, subject
to Section 3(l) hereof, promptly prepare a supplement or amendment to such Registration
Statement to correct such untrue statement or omission. Lexicon shall also promptly notify each
Investor in writing when a prospectus or any prospectus supplement or post-effective amendment has
been filed, and when a Registration Statement or any post-effective amendment has become effective.




          (f) Lexicon shall use commercially reasonable efforts to prevent the issuance of any stop
order or other suspension of effectiveness of a Registration Statement, or the suspension of the
qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an
order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest
possible moment.




          (g) In the event that any Investor is deemed to be an “underwriter” with respect to the
Registrable Securities, upon the written request of such




Registration Rights Agreement




5









 







Investor
in connection with such Investor’s due diligence requirements, if any, Lexicon shall make available for inspection by (i)
such Investor, and (ii) any legal counsel, accountants or other agents retained by the Investor
(collectively, “Inspectors”), all pertinent financial and other records, and pertinent
corporate documents and properties of Lexicon (collectively, “Records”), as shall be
reasonably deemed necessary by each Inspector, and cause Lexicon’s officers, directors and
employees to supply all information which any Inspector may reasonably request; provided,
however, that each Inspector and such Investor shall agree in writing to hold in strict
confidence and shall not make any disclosure (except with respect to an Inspector, to the relevant
Investor) or use of any Record or other information which Lexicon determines in good faith to be
confidential, and of which determination the Inspectors are so notified, unless the release of such
Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government
body of competent jurisdiction. Each Investor agrees that it shall, upon learning that disclosure
of such Records is required or is sought in or by a court or governmental body of competent
jurisdiction or through other means, give prompt notice to Lexicon and allow Lexicon, at its
expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order
for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement
between Lexicon and any Investor) shall be deemed to limit the Investor(s)’ ability to sell
Registrable Securities in a manner which is otherwise consistent with applicable laws and
regulations.




          (h) Lexicon shall hold in confidence and not make any disclosure of information concerning an
Investor provided to Lexicon unless (i) disclosure of such information is necessary to comply with
federal or state securities laws or the rules of any securities exchange or trading market on which
the Lexicon Common Stock is listed or traded, (ii) the disclosure of such information is necessary
to avoid or correct a misstatement or omission in any Registration Statement, or (iii) the release
of such information is ordered pursuant to a subpoena or other final, non-appealable order from a
court or governmental body of competent jurisdiction. Lexicon agrees that it shall, upon learning
that disclosure of such information concerning an Investor is sought in or by a court or
governmental body of competent jurisdiction or through other means, give prompt written notice to
such Investor and allow such Investor, at the Investor’s expense, to undertake appropriate action
to prevent disclosure of, or to obtain a protective order for, such information.




          (i) Lexicon shall use commercially reasonable efforts either to (i) cause all the Registrable
Securities covered by a Registration Statement to be listed on each securities exchange on which
securities of the same class or series issued by Lexicon are then listed, if any, if the listing of
such Registrable Securities is then
permitted under the rules of such exchange, or (ii) secure designation and quotation of all
the Registrable Securities covered by a Registration Statement on the NASDAQ Global Market.
Lexicon shall pay all fees and expenses in connection with satisfying its obligation under this
Section 3(i).




          (j) Lexicon shall cooperate with the Investor(s) who hold Registrable Securities being offered
and, to the extent applicable, facilitate the timely preparation and delivery of certificates
representing the Registrable Securities to be




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6









 







offered pursuant to a Registration Statement and
enable such certificates to be in such denominations or amounts, as the case may be, as the
Investor(s) may reasonably request and registered in such names as the Investor(s) may request.




          (k) If requested by an Investor, Lexicon shall (i) as soon as practicable incorporate in a
prospectus supplement or post-effective amendment such information as an Investor reasonably
requests to be included therein relating to the sale and distribution of Registrable Securities,
including, without limitation, information with respect to the number of Registrable Securities
being offered or sold, the purchase price being paid therefor and any other terms of the offering
of the Registrable Securities to be sold in such offering and (ii) as soon as practicable make all
required filings of such prospectus supplement or post-effective amendment after being notified of
the matters to be incorporated in such prospectus supplement or post-effective amendment.




          (l) Notwithstanding anything to the contrary herein, at any time after the Registration
Statement has been declared effective by the SEC, Lexicon may delay or suspend the effectiveness of
any Registration Statement or the use of any prospectus forming a part of the Registration
Statement due to the non-disclosure of material, non-public information concerning Lexicon the
disclosure of which at the time is not, in the good faith opinion of Lexicon, in the best interest
of Lexicon (a “Grace Period”); provided, that Lexicon shall promptly notify the
Investor(s) in writing of the existence of a Grace Period in conformity with the provisions of this
Section 3(l) and the date on which the Grace Period will begin (such notice, a
“Commencement Notice”); and, provided further, that no Grace Period shall exceed thirty
(30) consecutive days, and such Grace Periods shall not exceed an aggregate total of ninety (90)
days during any three hundred sixty five (365) day period. For purposes of determining the length
of a Grace Period above, the Grace Period shall begin on and include the date specified by Lexicon
in the Commencement Notice and shall end on and include the date the Investor(s) receive written
notice of the termination of the Grace Period by Lexicon (which notice may be contained in the
Commencement Notice). The provisions of Section 3(f) hereof shall not be applicable during
any Grace Period. Upon expiration of the Grace Period, Lexicon shall again be bound by the first
sentence of Section 3(e) with respect to the information giving rise thereto unless such
material, non-public information is no longer applicable. Notwithstanding anything to the
contrary, Lexicon shall cause its transfer agent to deliver unlegended shares of Lexicon Common
Stock to a transferee of an Investor in accordance with the terms of the Share Purchase Agreement
in connection with any sale of Registrable Securities with respect to which an Investor has entered
into a contract for sale, and delivered a copy of the prospectus included as part of the
applicable Registration Statement, prior to the Investor’s receipt of the notice of a Grace
Period and for which the Investor has not yet settled.




     Section 4. Obligations of the Investor(s).



          (a) At least seven (7) Business Days prior to the first anticipated filing date of a
Registration Statement, Lexicon shall notify each Investor in writing of the information Lexicon
requires from each such Investor if such Investor elects to have any of such Investor’s Registrable
Securities included in such Registration




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7









 







Statement and provide each such Investor with a copy of
Lexicon’s then-current selling stockholder questionnaire (a copy of which is attached as
Exhibit A hereto, a “Selling Stockholder Questionnaire”). It shall be a condition
precedent to the obligations of Lexicon to complete the registration pursuant to this Agreement
with respect to the Registrable Securities of a particular Investor that such Investor shall
furnish to Lexicon a completed Selling Stockholder Questionnaire, along with such other information
regarding itself, the Registrable Securities held by it and the intended method of disposition of
the Registrable Securities held by it as may reasonably be required to effect the effectiveness of
the registration of such Registrable Securities, and shall execute other such documents in
connection with such registration as Lexicon may reasonably request.




          (b) Each Investor, by such Investor’s acceptance of the Registrable Securities, agrees to
cooperate with Lexicon as reasonably requested by Lexicon in connection with the preparation and
filing of any Registration Statement hereunder, unless such Investor has notified Lexicon in
writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from
such Registration Statement.




          (c) Each Investor agrees that, upon receipt of any notice from Lexicon of the happening of any
event of the kind described in Section 3(f) or the first sentence of Section 3(e),
such Investor will immediately discontinue disposition of Registrable Securities pursuant to any
Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of the
copies of the supplemented or amended prospectus contemplated by the second sentence of Section
3(e) or receipt of notice that no supplement or amendment is required.




          (d) Each Investor covenants and agrees that it will comply with any applicable prospectus
delivery requirements of the Securities Act as applicable to it in connection with sales of
Registrable Securities pursuant to a Registration Statement.




     Section 5. Expenses of Registration. All reasonable expenses, other than underwriting
discounts and commissions, incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3 hereof, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, and fees and disbursements of counsel
for Lexicon shall be paid by Lexicon. All underwriting discounts and selling commissions
applicable to the sale of the Registrable Securities shall be paid by the Investor(s), provided,
however, that Lexicon shall reimburse the Investor(s) for the reasonable actual fees and
disbursements of one legal counsel designated by the holders of at least a majority of the
Registrable Securities in connection with registration, filing or qualification pursuant to
Sections 2 and 3 of this Agreement, which amount shall be limited to $25,000 in total over the term
of this Agreement.



     Section 6. Indemnification. In the event any Registrable Securities are included in a
Registration Statement under this Agreement:



          (a) To the fullest extent permitted by law, Lexicon will, and hereby does, indemnify and hold
harmless each Investor, the directors, officers, partners,




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8









 







members, employees, agents,
representatives of, and each Person, if any, who controls any Investor within the meaning of the
Securities Act or the Exchange Act (each, an “Investor Indemnified Person”), against any
losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable
attorneys’ fees, amounts paid in settlement or expenses, joint or several, (collectively,
“Claims”), incurred in investigating, preparing or defending any action, claim, suit,
inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or
governmental, administrative or other regulatory agency, body or the SEC, whether pending or
threatened, whether or not an Indemnified Person is or may be a party thereto (“Indemnified
Damages”), to which any of them may become subject to the extent that such Claims (or actions
or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based
upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration
Statement or any post-effective amendment thereto or in any filing made in connection with the
qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in
which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged
omission to state a material fact required to be stated therein or necessary to make the statements
therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact
contained in any preliminary prospectus if used prior to the Effective Registration Date of such
Registration Statement, or contained in the final prospectus (as amended or supplemented, if
Lexicon files any amendment thereof or supplement thereto with the SEC) or the omission or alleged
omission to state therein any material fact necessary to make the statements made therein, in the
light of the circumstances under which the statements therein were made, not misleading; (iii) any
violation or alleged violation by Lexicon of any federal, state or common law, rule or regulation
applicable to Lexicon in connection with any Registration Statement, prospectus or any preliminary
prospectus, any amendment or supplement thereto, or the issuance of any Registrable Securities to
Holdings; or (iv) any material violation of this Agreement (the matters in the foregoing
clauses (i) through (iv) being, collectively, “Violations”). Subject to
Section 6(c), Lexicon shall reimburse the Investor Indemnified Persons, promptly as such
expenses are incurred and are due and payable, for any legal fees or other reasonable expenses
incurred by them in connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(a): (A) shall not apply to a Claim by an Investor Indemnified
Person arising out of or based upon a Violation that occurs in reliance upon and in conformity with
information furnished in writing to Lexicon by or on behalf of any Investor Indemnified Person
expressly for use in connection with the preparation of the Registration Statement or any such
amendment thereof or supplement thereto if such information was timely made available by Lexicon
pursuant to Section 3(c); (B) with respect to any preliminary prospectus, shall not inure
to the benefit of any such Person from whom the Person asserting any such Claim purchased the
Registrable Securities that are the subject thereof (or to the benefit of any Person controlling
such Person) if the untrue statement or omission of material fact contained in the preliminary
prospectus was corrected in the prospectus, as then amended or supplemented, if such prospectus was
timely made available by Lexicon pursuant to
 Section 3(d), and the Investor Indemnified
Person was promptly advised in writing not to use the incorrect prospectus prior to the




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9









 







use giving
rise to a violation and such Investor Indemnified Person, notwithstanding such advice, used it or
failed to deliver the correct prospectus as required by the Securities Act and such correct
prospectus was timely made available pursuant to Section 3(d); (C) shall not be available
to the extent such Claim is based on a failure of the Investor Indemnified Person to deliver or to
cause to be delivered the prospectus made available by Lexicon, including a corrected prospectus,
if such prospectus or corrected prospectus was timely made available by Lexicon pursuant to
Section 3(d); and (D) along with the agreement with respect to contribution contained in
Section 7, shall not apply to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of Lexicon, which consent shall not be unreasonably
withheld or delayed. Such indemnity shall remain full force and effect regardless of any
investigation made by or on behalf of the Investor Indemnified Person and shall survive the
transfer of the Registrable Securities by the Investor(s) pursuant to Section 9.




          (b) In connection with any Registration Statement in which an Investor is participating, each
such Investor agrees to severally and not jointly indemnify, and hold harmless, to the same extent
and in the same manner as is set forth in Section 6(a), Lexicon, each of its directors,
each of its officers who signs the Registration Statement, each Person, if any, who controls
Lexicon within the meaning of the Securities Act or the Exchange Act, and Lexicon’s general counsel
to the extent that such counsel delivers one or more legal opinions in conjunction with the
preparation and filing of the Registration Statement (each, a “Company Indemnified
Person”), against any Claim or Indemnified Damages to which any of them may become subject,
under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified
Damages arise out of or are based upon any Violation, in each case to the extent, and only to the
extent, that such Violation occurs in reliance upon and in conformity with written information
furnished to Lexicon by such Investor expressly for use in connection with such Registration
Statement; and, subject to Section 6(d), such Investor will reimburse, promptly as such
expenses are incurred and are due and payable, any legal or other expenses reasonably incurred by a
Company Indemnified Person in connection with investigating or defending any such Claim;
provided, however, that the indemnity agreement contained in this Section
6(b) and the agreement with respect to contribution contained in Section 7 shall not
apply to amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of such Investor, which consent shall
not be unreasonably withheld or delayed; provided, further, however, that an Investor shall be
liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as
does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities
pursuant to such Registration Statement. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Company Indemnified Person and shall
survive the transfer of the Registrable Securities by the Investor(s) pursuant to Section
9. Notwithstanding anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(b) with respect to any preliminary prospectus shall not inure
to the benefit of any Company Indemnified Person if the untrue statement or omission of material
fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as
then amended or supplemented.




Registration Rights Agreement





10









 








          (c) If either an Investor Indemnified Person or a Company Indemnified Person (an
“Indemnified Person”) proposes to assert a right to be indemnified under this Section
6, such Indemnified Person shall notify either Lexicon or the relevant Investor(s), as
applicable (the “Indemnifying Person”), promptly after receipt of notice of commencement of
any action, suit or proceeding against such Indemnified Person (an “Indemnified
Proceeding”) in respect of which a Claim is to be made under this Section 6, or the
incurrence or realization of any Indemnified Damages in respect of which a Claim is to be made
under this Section 6, of the commencement of such Indemnified Proceeding or of such
incurrence or realization, enclosing a copy of all relevant documents, including all papers served
and claims made, but the omission to so notify the applicable Indemnifying Person promptly of any
such Indemnified Proceeding or incurrence or realization shall not relieve (x) such Indemnifying
Person from any liability that it may have to such Indemnified Person under this Section 6
or otherwise, except, as to such Indemnifying Person’s liability under this Section 6, to
the extent, but only to the extent, that such Indemnifying Person shall have been prejudiced by
such omission, or (y) any other Indemnifying Person from liability that it may have to any
Indemnified Person under the Operative Documents.




          (d) In case any Indemnified Proceeding shall be brought against any Indemnified Person and it
shall notify the applicable Indemnifying Person of the commencement thereof as provided by
Section 6(c) and such Indemnifying Person shall be entitled to participate in, and provided
such Indemnified Proceeding involves a claim solely for money damages and does not seek an
injunction or other equitable relief against the Indemnified Person and is not a criminal or
regulatory action, to assume the defense of, such Indemnified Proceeding with counsel reasonably
satisfactory to such Indemnified Person, and after notice from such Indemnifying Person to such
Indemnified Person of such Indemnifying Person’s election so to assume the defense thereof and the
failure by such Indemnified Person to object to such counsel within ten (10) Business Days
following its receipt of such notice, such Indemnifying Person shall not be liable to such
Indemnified Person for legal or other expenses related to such Indemnified Proceedings incurred
after such notice of election to assume such defense except as provided below and except for the
reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred
by such Indemnified Person
reasonably necessary in connection with the defense thereof. Such Indemnified Person shall
have the right to employ its counsel in any such Indemnified Proceeding, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Person unless:




               (i) the employment of counsel by such Indemnified Person at the expense of the applicable
Indemnifying Person has been authorized in writing by such Indemnifying Person;



               (ii) such Indemnified Person shall have reasonably concluded in its good faith (which
conclusion shall be determinative unless a court determines that such conclusion was not reached
reasonably and in good faith) that there is or may be a conflict of interest between the applicable
Indemnifying Person and such Indemnified Person in the conduct of the defense of such Indemnified
Proceeding or that



Registration Rights Agreement





11









 







there are or may be one or more different or additional defenses, claims,
counterclaims, or causes of action available to such Indemnified Person (it being agreed that in
any case referred to in this clause (ii) such Indemnifying Person shall not have the right
to direct the defense of such Indemnified Proceeding on behalf of the Indemnified Person);




               (iii) the applicable Indemnifying Person shall not have employed counsel reasonably acceptable
to the Indemnified Person, to assume the defense of such Indemnified Proceeding within a reasonable
time after notice of the commencement thereof; provided, however, that (A) this
clause (iii) shall not be deemed to constitute a waiver of any conflict of interest that
may arise with respect to any such counsel, and (B) an Indemnified Person may not invoke this
clause (iii) if such Indemnified Person failed to timely object to such counsel pursuant to
the first paragraph of this Section 6(d) above (it being agreed that in any case referred
to in this clause (iii) such Indemnifying Party shall not have the right to direct the
defense of such Indemnified Proceeding on behalf of the Indemnified Party); or



               (iv) any counsel employed by the applicable Indemnifying Person shall fail to timely commence
or reasonably conduct the defense of such Indemnified Proceeding, and such failure has prejudiced
(or is in immediate danger of prejudicing) the outcome of such Indemnified Proceeding (it being
agreed that in any case referred to in this clause (iv) such Indemnifying Party shall not
have the right to direct the defense of such Indemnified Proceeding on behalf of the Indemnified
Party);


in each of which cases the fees and expenses of counsel for such Indemnified Person shall be at the
expense of such Indemnifying Person. Only one counsel shall be retained by all Indemnified Persons
with respect to any Indemnified Proceeding, unless counsel for any Indemnified Person reasonably
concludes in good faith (which conclusion shall be determinative unless a court determines that
such conclusion was not reached reasonably and in good faith) that there is or may be a conflict of
interest between such Indemnified Person and one or more other Indemnified Persons in the conduct
of the defense of such Indemnified Proceeding or that there are or may be one or more different or
additional defenses, claims, counterclaims, or causes or action available to such Indemnified
Person.




          (e) Without the prior written consent of such Indemnified Person, such Indemnifying Person
shall not settle or compromise, or consent to the entry of any judgment in, any pending or
threatened Indemnified Proceeding, unless such settlement, compromise, consent or related judgment
(i) includes an unconditional release of such Indemnified Person from all liability for Losses
arising out of such claim, action, investigation, suit or other legal proceeding, (ii) provides for
the payment of money damages as the sole relief for the claimant (whether at law or in equity),
(iii) involves no admission of fact adverse to such Indemnified Person or finding or admission of
any violation of law or the rights of any Person by the Indemnified Person, and (iv) is not in the
nature of a criminal or regulatory action. No Indemnified Person shall or compromise, or consent
to the entry of any judgment in, any pending or threatened Indemnified Proceeding (A) in respect of
which any payment would result hereunder or under any other Operative Document, (B) which includes
an injunction that will




Registration Rights Agreement




12









 







adversely affect any Indemnifying Person, (C) which involves an admission
of fact adverse to any Indemnifying Person or finding or admission of any violation of law or the
rights of any Person by the Indemnifying Person, or (D) which is in the nature of a criminal or
regulatory action, without the prior written consent of the Indemnifying Person, such consent not
to be unreasonably conditioned, withheld or delayed.




          (f) The indemnification required by this Section 6 shall be made by periodic payments
of the amount of Claims during the course of the investigation or defense, as and when Indemnified
Damages are incurred.




     Section 7. Contribution. To the extent any indemnification by an Indemnifying Person
is prohibited or limited by law, such Indemnifying Person agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section 6 to the
fullest extent permitted by law; provided, however, that: (i) no Person involved in
the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within
the meaning Section 11(f) of the Securities Act) in connection with such sale shall be entitled to
contribution from any Person involved in such sale of Registrable Securities who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall
be limited in amount to the net amount of proceeds received by such seller from the sale of such
Registrable Securities pursuant to such Registration Statement.



     Section 8. Reports Under The Exchange Act. With a view to making available to the
Investor(s) the benefits of Rule 144 promulgated under the Securities Act or any other similar rule
or regulation of the SEC that may at any time permit the Investor(s) to sell securities of Lexicon
to the public without registration (“Rule 144”), Lexicon agrees to use commercially
reasonable efforts to:



          (a) make and keep public information available, as those terms are understood and defined in
Rule 144;




          (b) file with the SEC in a timely manner all reports and other documents required of Lexicon
under the Securities Act and the Exchange Act so long as Lexicon remains subject to such
requirements and the filing of such reports and other documents is required for the applicable
provisions of Rule 144; and




          (c) furnish to each Investor so long as such Investor owns Registrable Securities, promptly
upon request, (i) a written statement by Lexicon, if true, that it has complied with the reporting
requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent
annual or quarterly report of Lexicon and such other reports and documents so filed by Lexicon, and
(iii) such other information as may be reasonably requested to permit the Investor(s) to sell such
securities pursuant to Rule 144 without registration.




     Section 9. Assignment of Registration Rights. The rights under this Agreement with
respect to the Share Purchase Related Registrable Securities shall be automatically assignable in
full or in part by the Investor(s) to any transferee of all or a



Registration Rights Agreement





13









 







portion of such Investor’s Share
Purchase Related Registrable Securities if: (i) the Investor agrees in writing with the transferee
or assignee to assign such rights, and a copy of such agreement is furnished to Lexicon within a
reasonable time after such assignment; (ii) Lexicon is, within a reasonable time after such
transfer or assignment, furnished with written notice of (A) the name and address of such
transferee or assignee, and (B) the securities with respect to which such registration rights are
being transferred or assigned; (iii) immediately following such transfer or assignment the further
disposition of such securities by the transferee or assignee is restricted under the Securities Act
and applicable state securities laws; (iv) at or before the time Lexicon receives the written
notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in
writing with Lexicon to be bound by all of the provisions contained herein, including the
obligation to provide Lexicon with a completed Selling Stockholder Questionnaire, as applicable;
and (v) such transfer shall have been made in accordance with the applicable transfer requirements
set forth in Article VI of the Share Purchase Agreement.




     Section 10. Amendment.



          (a) The terms of this Agreement shall not be altered, modified, amended, waived or
supplemented in any manner whatsoever except by a written instrument signed by each of (i) Lexicon
and (ii) Investor(s) holding a majority of the Registrable Securities (other than in the case of
any alteration, modification, amendment, waiver or supplement which affects any individual Investor
in a manner that is less favorable or more detrimental to such Investor than to the other
Investor(s) solely based on the face of such alteration, modification, amendment, waiver or
supplement and
without regard to the number of Registrable Securities held by such Investor, in which case,
such alteration, modification, amendment, waiver or supplement must also be approved by such less
favorably or more detrimentally treated Investor).




          (b) Notwithstanding Section 10(a), any party hereto may waive, solely with respect to
itself, any one or more of its rights hereunder without the consent of any other party hereto;
provided that no such waiver shall be effective unless set forth in a written instrument
executed by the party against whom such waiver is to be effective.




     Section 11. Miscellaneous.



          (a) A Person is deemed to be a holder of Registrable Securities whenever such Person owns or
is deemed to own of record such Registrable Securities. If Lexicon receives conflicting
instructions, notices or elections from two or more Persons with respect to the same Registrable
Securities, Lexicon shall act upon the basis of instructions, notice or election received from the
such record owner of such Registrable Securities.




          (b) Any notice, request, demand, waiver, consent, approval or other communication which is
required or permitted to be given to any Party shall be in writing addressed to the Party at its
address set forth below and shall be deemed given (i)




Registration Rights Agreement





14









 







when delivered to the Party personally, (ii)
if sent to the Party by facsimile transmission (promptly followed by a hard-copy delivered in
accordance with this Section 11(b)), when the transmitting Party obtains written proof of
transmission and receipt; provided, however, that notwithstanding the foregoing, any communication
sent by facsimile transmission after 5:00 PM (receiving Party’s time) or not on a Business Day
shall not be deemed received until the next Business Day, (iii) when delivered by next Business Day
delivery by a nationally recognized courier service, or (iv) if sent by registered or certified
mail, when received, provided postage and registration or certification fees are prepaid and
delivery is confirmed by return receipt:



If to Lexicon:



Lexicon Pharmaceuticals, Inc.

8800 Technology Forest Place

The Woodlands, TX 77381-1160

Attn: Arthur T. Sands, M.D., Ph.D.

Facsimile: (281) 863-8095



with copies to:



Lexicon Pharmaceuticals, Inc.

8800 Technology Forest Place

The Woodlands, TX 77381-1160

Attn: Jeffrey L. Wade

Facsimile: (281) 863-8010



and



Lexicon Pharmaceuticals, Inc.

8800 Technology Forest Place

The Woodlands, TX 77381-1160

Attn: Julia P. Gregory

Facsimile: (281) 863-8095



If to Holdings:



Symphony Icon Holdings LLC

7361 Calhoun Place, Suite 325

Rockville, MD 20855

Attn: Robert L. Smith, Jr.

Fax: (301) 762-6154




Registration Rights Agreement




15









 







with a copy to:



Symphony Capital Partners, L.P.

875 Third Avenue, 18th Floor

New York, NY 10022

Attn: Mark Kessel

Fax: (212) 632-5401



and



Symphony Strategic Partners, LLC

875 Third Avenue, 18th Floor

New York, NY 10022

Attn: Mark Kessel

Fax: (212) 632-5401



or to such other address as such party may from time to time specify by notice given in the manner
provided herein to each other party entitled to receive notice hereunder.




          (c) This Agreement shall be governed by, and construed in accordance with, the laws of the
State of New York; except to the extent that this Agreement pertains to the internal
governance of Holdings, and to such extent this Agreement shall be governed and construed in
accordance with the laws of the State of Delaware.




          (d) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and
its property, to the nonexclusive jurisdiction of any New York State court, any Delaware State
court or federal court of the United States of
America sitting in the City of New York, Borough of Manhattan or Wilmington, Delaware, and any
appellate court from any jurisdiction thereof, in any action or proceeding arising out of or
relating to this Agreement, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in any such New York State court, any such
Delaware State court or, to the fullest extent permitted by law, in such federal court. Each of
the parties hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Agreement shall affect any right that any party hereto may
otherwise have to bring any action or proceeding relating to this Agreement.




          (e) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection that it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New
York State or federal court, or any Delaware State or Federal court. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such




Registration Rights Agreement






16









 







action or proceeding in any such court. Each of the parties
hereby consent to service of process by mail.




          (f) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT.




          (g) Entire Agreement. This Agreement (including any Annexes, Schedules, Exhibits or
other attachments hereto) constitutes the entire agreement between the parties hereto with respect
to the matters covered hereby and supersedes all prior and contemporaneous agreements,
correspondence, discussion and understandings with respect to such matters between the parties
hereto, excluding the Operative Documents.




          (h) Successors; Assignment; Counterparts.




               (i) Nothing expressed or implied herein is intended or shall be construed to confer upon or to
give to any Person, other than the parties hereto, any right, remedy or claim under or by reason of
this Agreement or of any term, covenant or condition hereof, and all the terms, covenants,
conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of
the parties hereto and their successors and permitted assigns provided, however,
that, subject to the requirements of Section 9, this Agreement shall inure to the benefit
of and be binding upon the permitted successors and assigns of each of the parties hereto.



               (ii) This Agreement may be executed in one or more counterparts, each of which, when executed,
shall be deemed an original but all of which taken together shall constitute one and the same
Agreement.



          (i) Each party shall do and perform, or cause to be done and performed, all such further acts
and things, and shall execute and deliver all such other agreements, certificates, instruments and
documents, as any other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.




          (j) All consents and other determinations required to be made by the Investor(s) pursuant to
this Agreement shall be made, unless otherwise specified in this Agreement, by Investor(s) holding
at least a majority of the Registrable Securities.




[SIGNATURES FOLLOW ON NEXT PAGE]




Registration Rights Agreement





17









 








     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers or other representatives thereunto duly authorized, as of the date first above
written.



	 	 	 	 	 
	 	 	LEXICON PHARMACEUTICALS, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Arthur T. Sands, M.D., Ph.D.
	 

	 	Title:
	 	President and Chief Executive Officer
	 
	 	 	 	 
	 	 	SYMPHONY ICON HOLDINGS LLC
	 
	 	 	 	 
	 

	 	By:
	 	Symphony Capital Partners, L.P.,

its Manager
	 
	 	 	 	 
	 

	 	By:
	 	Symphony Capital GP, L.P.,

its general partner
	 
	 	 	 	 
	 

	 	By:
	 	Symphony GP, LLC, 
its general partner
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Mark Kessel
	 

	 	Title:
	 	Managing Member






Signature page to Registration Rights Agreement




 









 








EXHIBIT A




FORM OF SELLING STOCKHOLDER QUESTIONNAIRE




NOTICE




     The undersigned beneficial owner (the “Selling Securityholder”) of Registrable
Securities hereby gives notice to Lexicon Pharmaceuticals, Inc. (the “Company”) of its
intention to sell or otherwise dispose of Registrable Securities beneficially owned by it and
listed below in Item 3 (unless otherwise specified under such Item 3) pursuant to
the Registration Statement, pursuant to the terms of the Registration Rights Agreement (the
“Registration Rights Agreement”) dated as of June 15, 2007, by and between Lexicon and
Symphony Icon Holdings LLC (“Holdings”). Capitalized terms used but not defined herein are
used as defined in Registration Rights Agreement.



     The undersigned hereby gives notice to the Company of its intention to sell the Registrable
Securities listed in Item 3 below, pursuant to the Registration Statement and, provides the
following information to the Company and represents and warrants that such information is accurate
and complete:



QUESTIONNAIRE





	1.	 	Full legal name of Selling Securityholder:                                         






	 	(a)	 	Full legal name of registered holder of the Registrable Securities (if not
the same as (1) above) through which Registrable Securities listed in Item
3 below are held:                                         
	 
	 	(b)	 	Full legal name of DTC participant (if applicable and if not the same as
(1) above) through which Registrable Securities listed in Item 3 below
are held:                                         
	 
	 	(c)	 	Status (yes/no) of Selling Securityholder as a registered broker-dealer or an
affiliate of a registered broker-dealer (please describe to the extent applicable):
                                        






	2.	 	Address for notices to Selling Securityholder:                                         
	 
	 	 	Telephone:                                         
	 
	 	 	Fax:                                         
	 
	 	 	Contact Person:                                         
	 
	3.	 	Beneficial Ownership of Registrable Securities:






	 	(a)	 	Type and number of Registrable Securities beneficially owned:
                                        
	 
	 	(b)	 	CUSIP No(s). of such Registrable Securities beneficially owned:





Exhibit A to the

Registration Rights Agreement




 









 









	4.	 	Beneficial ownership of other securities of the Company owned by the Selling Securityholder.





     Except as set forth below in this Item 4, the undersigned is not the beneficial or
registered owner of any securities of the Company other than the Registrable Securities listed
above in Item 3.




	 	(a)	 	Type and amount of other securities beneficially owned by the Selling
Securityholder:
	 
	 	(b)	 	CUSIP No(s). of such other securities beneficially owned:






	5.	 	Relationships with the Company:





     Except as set forth below, neither the undersigned nor any of its affiliates, officers,
directors or principal equity holders (owners of 5% or more of the equity securities of the
undersigned) has held any position or office or has had any other material relationship with the
Company (or its predecessors or affiliates) during the past three years.


State any exceptions here:




 





 






	6.	 	Plan of Distribution:





     Except as set forth below, the undersigned (including its donees, distributees or pledgees)
intends to distribute the Registrable Securities listed above in Item 3 pursuant to the
Registration Statement only as follows (if at all). Such Registrable Securities may be sold from
time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or
agents. If the Registrable Securities are sold through underwriters, broker-dealers or agents, the
Selling Securityholder will be responsible for any related underwriting discounts or commissions or
agents’ commissions. Such Registrable Securities may be sold in one or more transactions at fixed
prices, at prevailing market prices at the time of sale, at varying prices determined at the time
of sale or at negotiated prices. The selling stockholders may sell their shares by one or more of
or a combination of the following methods: (i) purchases by a broker-dealer as principal and resale
by such broker-dealer for its own account pursuant to this prospectus; (ii) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; (iii) block trades in which
the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (iv) an over-the-counter
distribution in accordance with the rules of the Nasdaq Global Market; (v) in privately negotiated
transactions; and (vi) in options transactions. The undersigned may also sell Registrable
Securities short and



Exhibit A to the

Registration Rights Agreement






2









 







deliver Registrable Securities to close out short positions, or loan or pledge Registrable
Securities to broker-dealers that in turn may sell such securities.



State any exceptions here:




 





 





     Note: In no event will such method(s) of distribution take the form of an underwritten
offering of the Registrable Securities without the prior agreement of the Company.



     The undersigned acknowledges its obligation to comply with the provisions of the Exchange Act
and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or
any successor rules or regulations), in connection with any offering of Registrable Securities
pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any
person acting on its behalf will engage in any transaction in violation of such provisions.



     In the event that the Selling Securityholder transfers all or a portion of the Registrable
Securities listed in Item 3 above after the date on which such information is provided to
the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the
transfer of its rights and obligations under this Questionnaire and the Registration Rights
Agreement.



     The Selling Securityholder hereby acknowledges its obligations under the Registration Rights
Agreement to indemnify and hold harmless certain persons as set forth therein.



     Pursuant to the Registration Rights Agreement, the Company has agreed under certain
circumstances to indemnify the Selling Securityholder against certain liabilities.



     In accordance with the undersigned’s obligation under the Registration Rights Agreement to
provide such information as may be required by law for inclusion in the Registration Statement, the
undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information
provided herein that may occur subsequent to the date hereof at any time while the Registration
Statement remains effective, including, without limitation, any change in the undersigned’s
beneficial ownership of Registrable Securities.



     All notices hereunder and pursuant to the Registration Rights Agreement shall be made in
writing to the Selling Securityholder at the address set forth in Section 2 above, and to
the Company at the address set forth below.



     By signing below, the undersigned consents to the disclosure of the information contained
herein in its answers to Items 1 through 6 above and the inclusion of such



Exhibit A to the

Registration Rights Agreement






3









 







information in the Registration Statement and the related prospectus. The undersigned
understands that such information will be relied upon by the Company in connection with the
preparation or amendment of the Registration Statement and the related prospectus.




     Once this Questionnaire is executed by the Selling Securityholder and delivered to the
Company, the terms of this Questionnaire, and the representations and warranties contained herein,
shall be binding on, shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives and assigns of the Company and the Selling
Securityholder (with respect to the Registrable Securities beneficially owned by such Selling
Securityholder and listed in Item 3 above). This Agreement shall be governed in all
respects by the laws of the State of New York.



     IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Questionnaire to
be executed and delivered either in person or by its duly authorized agent.



	 	 	 	 	 	 	 	 	 	 	 
	Dated: 	 	 	 	 	 	Beneficial Owner:	 	 
	 

	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: 	 	 	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 	 





PLEASE RETURN THE COMPLETED AND EXECUTED QUESTIONNAIRE

TO LEXICON PHARMACEUTICALS, INC. AT:




8800 Technology Forest Place

The Woodlands, TX 77381-1160

Attn: General Counsel

Facsimile: (281) 863-8010




Exhibit A to the

Registration Rights Agreement






4