EQUAL OR
EXCEED $25,000,000 AS SET FORTH IN SECTION 2(A)(I)(2)(C) OF THE REGISTRATION
RIGHTS AGREEMENT, THE RESTRICTIONS IN THIS SECTION 6(A) SHALL BE SUSPENDED;
(B)
NO SALES OF COMMON STOCK BENEFICIALLY OWNED BY THE PURCHASER GROUP
SHALL BE MADE PURSUANT TO A PRIVATE SALE OR OTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMPANY IF, (I) THE PURCHASER OF SUCH SHARES IS A BIOTECHNOLOGY OR
PHARMACEUTICAL FIRM, (II) SUCH PURCHASER, OR GROUP OF AFFILIATED PURCHASERS,
WOULD, AFTER GIVING EFFECT TO SUCH SALE, BENEFICIALLY OWN MORE THAN 5.0% OF THE
COMMON STOCK, OR (III) THE PURCHASER OF SUCH SHARES HAS ANNOUNCED AN UNSOLICITED
TENDER OFFER FOR THE COMMON STOCK WITHOUT THE PRIOR CONSENT OF THE COMPANY'S
BOARD OF DIRECTORS.
(C)
PRIOR TO ANY PRIVATE SALE OF THE COMPANY'S COMMON STOCK BY A
MEMBER OF THE PURCHASER GROUP ("TRANSFEROR") PURSUANT TO SECTION 6(B) ABOVE,
SUCH TRANSFEROR WILL NOTIFY THE COMPANY OF ITS INTENT TO SELL SUCH SHARES (THE
"OFFERED SHARES").
THE COMPANY MAY, WITHIN 36 HOURS AFTER THE RECEIPT OF SUCH
NOTICE, OFFER TO PURCHASE THE OFFERED SHARES (THE "OFFER").
THE OFFER WILL BE
IN WRITING AND SHALL SPECIFY THE PRICE AND OTHER TERMS AND CONDITIONS OF THE
OFFER.
UNTIL THE EXPIRATION OF SUCH 36 HOUR PERIOD, THE TRANSFEROR WILL NOT
ACCEPT, MAKE OR SOLICIT ANY OTHER OFFERS TO SELL SUCH SHARES.
(D)
THE PROVISIONS OF SECTION 6(A), (B) AND (C) SHALL HAVE NO FORCE OR
EFFECT IF, AT THE TIME OF SUCH SALE, THE PURCHASER GROUP AND THEIR AFFILIATES
BENEFICIALLY OWN 5.0% OR LESS OF THE COMMON STOCK.
(E)
NOTWITHSTANDING ANY PROVISION OF THIS SECTION 6 TO THE CONTRARY,
THE
4
PURCHASER GROUP SHALL BE PERMITTED TO DISTRIBUTE SHARES OF COMMON STOCK
BENEFICIALLY OWNED BY THEM TO THEIR RESPECTIVE GENERAL AND LIMITED PARTNERS
WITHOUT RESTRICTION.
TO THE EXTENT THE PURCHASER GROUP DECIDES TO DISTRIBUTE
SHARES OF COMMON STOCK TO SUCH PARTNERS, THE PURCHASER GROUP AGREES TO USE
COMMERCIALLY REASONABLE BEST EFFORTS TO DISTRIBUTE SUCH SHARES IN A MANNER
DESIGNED NOT TO ADVERSELY AFFECT THE MARKET PRICE OF THE COMPANY'S COMMON STOCK.
7.
REPRESENTATIONS.
EACH PARTY REPRESENTS TO THE OTHER THAT: (A)
THIS LETTER AGREEMENT HAS BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR
PARTNERSHIP ACTION, AS THE CASE MAY BE; AND (B) THIS LETTER AGREEMENT IS A VALID
AND BINDING AGREEMENT OF SUCH PARTY, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH
ITS TERMS.
THE COMPANY REPRESENTS THAT THIS LETTER AGREEMENT WAS APPROVED BY
THE VOTE A MAJORITY OF THE INDEPENDENT MEMBERS OF THE BOARD WHO ARE NOT
AFFILIATED WITH THE PURCHASER GROUP AS SET FORTH IN SECTION 6 OF THE ORIGINAL
STANDSTILL AGREEMENT.
8.
SPECIFIC ENFORCEMENT; LEGAL EFFECT.
THE PARTIES HERETO AGREE
THAT ANY BREACH OF THIS LETTER AGREEMENT WOULD RESULT IN IRREPARABLE INJURY TO
OTHER PARTY AND THAT MONEY DAMAGES WOULD NOT BE AN ADEQUATE REMEDY FOR SUCH
BREACH.
ACCORDINGLY, WITHOUT PREJUDICE TO THE RIGHTS AND REMEDIES OTHERWISE
AVAILABLE UNDER APPLICABLE LAW, EITHER PARTY SHALL BE ENTITLED TO SPECIFIC
PERFORMANCE AND EQUITABLE