Stockholder agrees
as follows:
(A)
STOCKHOLDER HEREBY REPRESENTS AND WARRANTS THAT ANY PROXIES
HERETOFORE GIVEN IN RESPECT OF THE SUBJECT SHARES WITH RESPECT TO THE MATTERS
DESCRIBED IN SECTION 2.2(A) HEREOF ARE NOT IRREVOCABLE, AND STOCKHOLDER HEREBY
REVOKES ANY AND ALL PRIOR PROXIES WITH RESPECT TO SUCH SUBJECT SHARES AS THEY
RELATE TO SUCH MATTERS.
PRIOR TO THE EXPIRATION DATE, STOCKHOLDER SHALL NOT
DIRECTLY OR INDIRECTLY GRANT ANY PROXIES OR POWERS OF ATTORNEY WITH RESPECT TO
THE MATTERS SET FORTH IN SECTION 2.2(A) HEREOF (OTHER THAN TO BIOSANTE), DEPOSIT
ANY OF THE SUBJECT SHARES OR ENTER INTO A VOTING AGREEMENT (OTHER THAN THIS
AGREEMENT) WITH RESPECT TO ANY OF THE SUBJECT SHARES RELATING TO ANY MATTER
DESCRIBED IN SECTION 2.2(A).
(B)
STOCKHOLDER WILL (I) USE ALL REASONABLE EFFORTS TO COOPERATE WITH
THE COMPANY AND BIOSANTE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE
MERGER AGREEMENT, AND (II) PROVIDE ANY INFORMATION REASONABLY REQUESTED BY THE
COMPANY OR BIOSANTE FOR ANY REGULATORY APPLICATION OR FILING SOUGHT FOR SUCH
TRANSACTIONS.
Section 2.4
No Solicitation.
(A)
STOCKHOLDER ACKNOWLEDGES THAT THE COMPANY IS SUBJECT TO THE
NON-SOLICITATION PROHIBITIONS SET FORTH IN SECTION 7.05 OF THE MERGER AGREEMENT
AND THAT THE STOCKHOLDER HAS READ AND UNDERSTANDS THE TERMS THEREOF.
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, (I) THE PROVISIONS OF THIS SECTION 2.4 APPLY SOLELY TO STOCKHOLDER
WHEN ACTING IN HIS, HER OR ITS CAPACITY AS A STOCKHOLDER OF THE COMPANY AND NOT
WHEN ACTING AS AN OFFICER OR DIRECTOR OF THE COMPANY (IT BEING UNDERSTOOD THAT
THE COMPANY HAS SEPARATE AND INDEPENDENT OBLIGATIONS TO BIOSANTE UNDER THE
MERGER AGREEMENT, INCLUDING, WITHOUT LIMITATION, SECTION 7.05 THEREOF); AND
(II) NONE OF THE PROVISIONS OF THIS SECTION 2.4 SHALL BE CONSTRUED TO PROHIBIT,
LIMIT OR RESTRICT STOCKHOLDER FROM EXERCISING STOCKHOLDER'S FIDUCIARY DUTIES TO
THE COMPANY AND/OR ITS STOCKHOLDERS BY VOTING AS A DIRECTOR OR TAKING ANY OTHER
ACTION WHATSOEVER IN STOCKHOLDER'S CAPACITY AS A DIRECTOR OR OFFICER OF THE
COMPANY.
Section 2.5
No Transfer of Subject Shares; Publicity.
Stockholder
agrees that:
(A)
STOCKHOLDER (I) SHALL NOT TRANSFER OR AGREE TO TRANSFER ANY OF THE
SUBJECT SHARES OR, WITH RESPECT TO ANY MATTER DESCRIBED IN SECTION 2.2(A), GRANT
ANY PROXY OR
3
POWER-OF-ATTORNEY WITH RESPECT TO ANY OF THE SUBJECT SHARES, (II) SHALL TAKE ALL
ACTION REASONABLY NECESSARY TO PREVENT CREDITORS IN RESPECT OF ANY PLEDGE OF THE
SUBJECT SHARES FROM EXERCISING THEIR RIGHTS UNDER SUCH PLEDGE, AND (III) SHALL
NOT TAKE ANY ACTION THAT WOULD MAKE IN A MATERIAL RESPECT ANY OF ITS
REPRESENTATIONS OR WARRANTIES CONTAINED HEREIN UNTRUE OR INCORRECT OR WOULD HAVE
THE EFFECT OF PREVENTING OR DISABLING THE STOCKHOLDER FROM PERFORMING ANY OF ITS
MATERIAL OBLIGATIONS HEREUNDER.
NOTWITHSTANDING THE FOREGOING, STOCKHOLDER MAY
TRANSFER AND AGREE TO TRANSFER ANY OF THE SUBJECT SHARES PROVIDED THAT EACH
PERSON TO WHICH ANY SUCH SUBJECT SHARES ARE TRANSFERRED SHALL HAVE (X) EXECUTED
A COUNTERPART OF THIS AGREEMENT AND A PROXY IN THE FORM ATTACHED HERETO AS
EXHIBIT A (WITH SUCH MODIFICATIONS AS BIOSANTE MAY REASONABLY