EXHIBIT 7(3)
LJL BIOSYSTEMS, INC.
REGISTRATION RIGHTS AGREEMENT
JANUARY 25, 1999
LJL BIOSYSTEMS, INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "AGREEMENT") is made as of the 25th
day of January, 1999, by and among LJL BioSystems, Inc., a Delaware corporation
(the "COMPANY") and the investors listed on ATTACHMENT A hereto, each of which
is herein referred to as an "INVESTOR."
RECITALS
The Company and the Investors have entered into a Common Stock Purchase
Agreement (the "PURCHASE AGREEMENT") of even date herewith pursuant to which the
Company has agreed to sell to the Investors and the Investors have agreed to
purchase from the Company shares of the Company's Common Stock.
ALL TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS ASCRIBED IN
THE PURCHASE AGREEMENT.
A condition to the Investors' obligations under the Purchase Agreement is
that the Company and the Investors enter into this Agreement in order to provide
the Investors with certain rights to register the Securities acquired by the
Investors subject to the Purchase Agreement. The Company and the Investors each
desire to induce the Investors to purchase the Securities pursuant to the
Purchase Agreement by agreeing to the terms and conditions set forth herein.
AGREEMENT
The parties hereby agree as follows:
1. REGISTRATION RIGHTS. The Company and the Investors covenant and
agree as follows:
1.1 DEFINITIONS. For purposes of this Section 1 (terms defined
in the singular shall apply to the plural form and vice-versa):
(a) The terms "REGISTER," "REGISTERED," and "REGISTRATION"
refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Securities Act of 1933, as
amended (the "ACT"), and the declaration or ordering of effectiveness of such
registration statement or document;
(b) The term "REGISTRABLE SECURITIES" means (i) the shares
of Common Stock issued or sold in connection with the Purchase Agreement (such
shares of Common Stock are collectively referred to hereinafter as the "SHARES"
or "STOCK"), and (ii) any other shares of Common Stock of the Company issued as
(or issuable upon the conversion or exercise of any warrant, right or other
security which is issued as) a dividend or other distribution with respect to,
or in exchange for or in replacement of, the Stock, PROVIDED, that the foregoing
definition shall exclude in all cases any Registrable Securities sold by a
person in a transaction in which his or her rights under this Agreement are not
assigned. Notwithstanding the foregoing, Common Stock or other securities
shall only be treated as Registrable Securities if and so long as they have not
(A) been sold to or through a broker or dealer or underwriter in a public
distribution or a public securities transaction, or (B) been sold in a
transaction exempt from the registration and prospectus delivery requirements of
the Act under Section 4(1) thereof so that all transfer restrictions, and
restrictive legends with respect thereto, if any, are removed upon the
consummation of such sale or (C) with regard to any individual Holder, become
eligible for sale in any three month period pursuant to Rule 144;
(c) The number of shares of "REGISTRABLE SECURITIES THEN
OUTSTANDING" shall be determined by the number of shares of Common Stock
outstanding which are, and the number of shares of Common Stock issuable
pursuant to then exercisable or convertible securities which are, Registrable
Securities;
(d) The term "HOLDER" means any person owning or having the
right to acquire Registrable Securities or any assignee thereof in accordance
with this Agreement;
(e) The term "FORM S-3" means such form under the Act as in
effect on the date hereof or any successor form under the Act; and
(f) The term "SEC" means the Securities and Exchange
Commission.
1.2 FORM S-3 REGISTRATION. Subject to the terms and conditions
of this Agreement, on or before the date that is six (6) months following the
Closing (the "S-3 DATE"), the Company will file with the SEC a registration
statement on Form S-3 and will use its best efforts to effect such registration
and any related qualification or compliance with respect to all Registrable
Securities owned by the Holders as soon as practicable thereafter. If the
Company does not file with the SEC a registration statement on Form S-3 by the
date that is 30 days after the S-3 Date (the "S-3 Filing Deadline"), the Company
agrees to pay the Purchasers, as liquidated damages, an amount equal to Two
Hundred Fifty Thousand Dollars ($250,000) on the day immediately after the S-3
Filing Deadline, provided however, that notwithstanding the above, the Company
shall not pay any such damages if the Company defers filing a registration
statement on Form S-3 pursuant to subsection 1.2(b)(i) or subsection 1.2(b)(ii)
below. Accordingly, the Company will:
(a) promptly give written notice of the registration, and
any related qualification or compliance, to all Holders;
(b) as soon as practicable, effect such registration and
all such qualifications and compliances as may be necessary and as would permit
or facilitate the sale and distribution of all of the Holders' Registrable
Securities; provided, however, that the Company shall not be obligated to effect
any such registration, qualification or compliance, pursuant to this Section 1.2
if (i) the Company shall furnish to the Holders a certificate signed by the
President of the Company stating that in the good faith judgment of the Board of
Directors of the Company, it
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would be seriously detrimental to the Company and its stockholders for such
Form S-3 Registration to be effected at such time, in which event the Company
shall have the right to defer the filing of the Form S-3 registration statement
for a reasonable period of time, which shall not exceed thirty (30) days after
the S-3 Filing Deadline, under this Section 1.2 or (ii) if Form S-3 is not
available for such offering by the Holder(s), provided, however, that if Form
S-3 is not available, Company shall file the Form S-3 registration statement
once it is available; and
(c) any and all expenses incurred in connection with a
registration requested pursuant to this Section 1.2 shall be borne by the
Company, including all registration, filing, qualification, printers' and
accounting fees but excluding any underwriters' discounts or commissions and any
fees and disbursements of any counsel for the selling Holders (such fees or
discounts, if any, to be borne pro rata by the Holders participating in the
registration).
1.3 OBLIGATIONS OF THE COMPANY. Whenever required under this
Section 1 to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its best efforts to cause
such registration statement to become effective and to keep such registration
statement effective for a period of three (3) years after the date on which the
registration statement is declared effective or such shorter period: (i) when
all of the Registrable Securities covered by the registration statement are
sold; or (ii) when Rule 144(k) is available to each of the Investors.
(b) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Act with respect to the disposition of all securities covered
by such registration statement.
(c) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registrable Securities owned by them.
(d) Use its best efforts to register and qualify the
securities covered by such registration statement under such other securities or
blue sky laws of such jurisdictions as shall be reasonably requested by the
Holders, provided that the Company shall not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general consent
to service of process in any such states or jurisdictions.
(e) Notify each Holder of Registrable Securities covered by
such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Act of the happening of any event as a result
of which the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make
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the statements therein not misleading in the light of the circumstances then
existing. In such circumstance, the Company will use reasonable commercial
efforts to promptly update such prospectus to correct such untrue statement or
disclose the necessary material facts within the period of time the Company may
delay sales under Section 1.4(a)(iii) below.
1.4 RESTRICTIONS ON AND PROCEDURE FOR SALES PURSUANT TO A
REGISTRATION STATEMENT.
(a) Each Holder agrees to the following:
(i) NOTICE TO COMPANY. If any Holder shall propose
to sell any Shares, the Holder shall notify the Company of its intent to do so
on or before one (1) business day prior to the date of such sale (the "Notice of
Sale"), and the provision of the Notice of Sale to the Company shall
conclusively be deemed to establish an agreement by such Holder to comply with
the registration provisions herein described. The Notice of Sale shall be
deemed to constitute a representation that any information previously supplied
by such Holder is accurate as of the date of such Notice of Sale.
(ii) NOTICE OF SALE. The Notice of Sale in
substantially the form attached as ATTACHMENT B shall be given in accordance
with the provisions of Section 2.5 hereof. However, the Holder may give the
Notice of Sale orally by telephoning the current Chief Financial Officer at the
Company at (▇▇▇) ▇▇▇-▇▇▇▇. An oral Notice of Sale shall be deemed to have been
received only at such time as the Selling Holder speaks directly with the
current Chief Financial Officer. In addition, an oral Notice of Sale shall only
be deemed effective if it is followed by a written Notice of Sale received by
the Company by personal delivery or facsimile within twenty-four (24) hours
after giving the oral Notice of Sale.
(iii) DELAY OF SALE. The Company may refuse to
permit the Holder to resell any Shares for a period of time not to exceed forty
five (45) days; provided, however, that in order to exercise this right, the
Company must deliver a certificate in writing to the Holder to the effect that
the registration statement in its then current form contains an untrue statement
of material fact or omits to state a material fact necessary in order to make
the statements made therein, in light of the circumstances under which they were
made, not misleading. During any suspension period as contemplated by this
Section 1.4 (a)(iii), of which there shall be no more than three (3) in any
twelve (12) month period, the Company will not allow any of its officers or
directors to buy or sell shares of the Company's securities.
(b) REPRESENTATIONS OF HOLDERS. Each Holder hereby
represents to and covenants with the Company that, during the period in which
any registration statement effected pursuant to Section 1.2 remains effective,
such Holder will:
(i) not engage in any stabilization activity in
connection with any of the Company's securities;
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(ii) cause to be furnished to any purchaser of the
Shares and to the broker-dealer, if any, through whom Shares may be offered, a
copy of the Prospectus; and
(iii) not bid for or purchase any securities of the
Company or any rights to acquire the Company's securities, or attempt to induce
any person to purchase any of the Company's securities or any rights to acquire
the Company's securities, in each case, other than as permitted under the
Securities Exchange Act of 1934, as amended ("Exchange Act").
(c) INFORMATION FOR USE IN REGISTRATION STATEMENT. Each
Holder represents and warrants to the Company that such Holder has completed the
information requested by the Selling Holder's Questionnaire attached as
ATTACHMENT C hereto (the "Questionnaire"), and further represents and warrants
to the Company that all information provided by such Holder in the Questionnaire
is true, accurate and complete. Each Holder understands that the written
information in the Questionnaire and all written representations made in this
Agreement are being provided to the Company specifically for use in, or in
connection with, the registration statement and the Prospectus, and has executed
this Agreement with such knowledge.
1.5 FURNISH INFORMATION. It shall be a condition precedent to
the obligations of the Company to take any action pursuant to this Section 1
with respect to the Registrable Securities of any selling Holder that such
Holder shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be required to effect the registration of such Holder's
Registrable Securities.
1.6 DELAY OF REGISTRATION. No Holder shall have any right to
obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any dispute that might arise with respect to the
interpretation or implementation of this Section 1.
1.7 INDEMNIFICATION. In the event any Registrable Securities are
included in a registration statement under this Section 1:
(a) To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, any underwriter (as defined in the Act)
for such Holder and each person, if any, who controls such Holder or underwriter
within the meaning of the Act or the Exchange Act, against any losses, claims,
damages, or liabilities (joint or several) to which they may become subject
under the Act, the Exchange Act or other federal or state law, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any of the following statements, omissions or
violations (collectively a "VIOLATION"): (i) any untrue statement or alleged
untrue statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (iii) any violation or alleged
violation by the Company of the Act, the
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Exchange Act, any state securities law or any rule or regulation promulgated
under the Act, the Exchange Act or any state securities law; and the Company
will pay to each such Holder, underwriter or controlling person, as incurred,
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this
subsection 1.7(a) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability, or action if such settlement is effected without
the consent of the Company (which consent shall not be unreasonably withheld),
nor shall the Company be liable in any such case for any such loss, claim,
damage, liability, or action to the extent that it arises out of or is based
upon a Violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by
any such Holder, underwriter or controlling person.
(b) To the extent permitted by law, each selling Holder
will indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Act, any underwriter, any other
Holder selling securities in such registration statement and any controlling
person of any such underwriter or other Holder, against any losses, claims,
damages, or liabilities (joint or several) to which any of the foregoing persons
may become subject, under the Act, the Exchange Act or other federal or state
law, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereto) 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 by such Holder expressly
for use in connection with such registration; and each such Holder will pay, as
incurred, any legal or other expenses reasonably incurred by any person intended
to be indemnified pursuant to this subsection 1.7(b), in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this
subsection 1.7(b) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Holder, which consent shall not be unreasonably withheld;
provided, that, in no event shall any indemnity under this subsection 1.7(b)
exceed the net proceeds from the offering received by such Holder, except in the
case of willful fraud by such Holder.
(c) Promptly after receipt by an indemnified party under
this Section 1.7 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 1.7, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the reasonable fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
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indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this
Section 1.7, but the omission so to deliver written notice to the indemnifying
party will not relieve it of any liability that it may have to any indemnified
party otherwise than under this Section 1.7.
(d) If the indemnification provided for in this Section 1.7
is held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage, or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage, or expense
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable
considerations; provided, that, in no event shall any contribution by a Holder
under this Subsection 1.7(d) exceed the net proceeds from the offering received
by such Holder, except in the case of willful fraud by such Holder. The
relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified
party and the parties' relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission.
(e) The obligations of the Company and Holders under this
Section 1.7 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 1.
1.8 REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934. With a view
to making available to the Holders the benefits of Rule 144 and any other rule
or regulation of the SEC that may at any time permit a Holder to sell securities
of the Company to the public without registration or pursuant to a registration
on Form S-3, the Company agrees to:
(a) make and keep public information available, as those
terms are understood and defined in Rule 144, so long as the Company remains
subject to the periodic reporting requirements under Sections 13 or 15(d) of the
Exchange Act;
(b) take such action, including the voluntary registration
of its Common Stock under Section 12 of the Exchange Act, as is necessary to
enable the Holders to utilize Form S-3 for the sale of their Registrable
Securities, such action to be taken as soon as practicable after the end of the
fiscal year in which the first registration statement filed by the Company for
the offering of its securities to the general public is declared effective;
(c) file with the SEC in a timely manner all reports and
other documents required of the Company under the Act and the Exchange Act; and
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(d) furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by the
Company that it has complied with the reporting requirements of the Exchange Act
and the rules and regulations promulgated thereunder, or that it qualifies as a
registrant whose securities may be resold pursuant to Form S-3, (ii) a copy of
the most recent annual or quarterly report of the Company and such other reports
and documents so filed by the Company, and (iii) such other information as may
be reasonably requested in availing any Holder of any rule or regulation of the
SEC which permits the selling of any such securities without registration or
pursuant to such form.
1.9 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the
Company to register Registrable Securities pursuant to this Section 1 may be
assigned (but only with all related obligations) by a Holder to a transferee or
assignee of at least 150,000 shares of such securities, provided the Company is,
within a reasonable time after such transfer, furnished with written notice of
the name and address of such transferee or assignee and the securities with
respect to which such registration rights are being assigned, which information
shall amend Attachment A hereto; and provided, further, that such assignment
shall be effective only if immediately following such transfer the further
disposition of such securities by the transferee or assignee is restricted under
the Act. For the purposes of determining the number of shares of Registrable
Securities held by a transferee or assignee, the holdings of transferees and
assignees of a partnership who are partners or retired partners of such
partnership (including spouses and ancestors, lineal descendants and siblings of
such partners or spouses who acquire Registrable Securities by gift, will or
intestate succession) shall be aggregated together and with the partnership;
provided that all assignees and transferees who would not qualify individually
for assignment of registration rights shall have a single attorney-in-fact for
the purpose of exercising any rights, receiving notices or taking any action
under Section 1.
2. MISCELLANEOUS.
2.1 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein,
the terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties. Nothing in
this Agreement, express or implied, is intended to confer upon any party other
than the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.
2.2 GOVERNING LAW. This Agreement and all acts and transactions
pursuant hereto shall be governed, construed and interpreted in accordance with
the laws of the State of California, without giving effect to principles of
conflicts of laws.
2.3 COUNTERPARTS. This Agreement may be executed in two (2) or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
2.4 TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
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2.5 NOTICES. Unless otherwise provided herein, any notice
required or permitted by this Agreement shall be in writing and shall be deemed
sufficient upon delivery, when delivered personally or by overnight courier and
addressed to a Holder to be notified at such party's address as set forth on
ATTACHMENT A hereto or to the Company at its address on its signature page
hereto, or as subsequently modified by written notice. In the event that any
date provided for in this Agreement falls on a Saturday, Sunday or legal
holiday, such date shall be deemed extended to the next business day.
Notwithstanding the foregoing, any notice delivered pursuant to Section 1.3(e)
or Section 1.4 hereto must be made by personal delivery or confirmed facsimile
transmission.
2.6 EXPENSES. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.
2.7 AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the holders of
a majority of the Registrable Securities then outstanding. Any amendment or
waiver effected in accordance with this paragraph shall be binding upon each
holder of any Registrable Securities then outstanding, each future holder of all
such Registrable Securities, and the Company.
2.8 SEVERABILITY. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith. In the event that the parties cannot
reach a mutually agreeable and enforceable replacement for such provision, then
(x) such provision shall be excluded from this Agreement, (y) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (z) the
balance of the Agreement shall be enforceable in accordance with its terms.
2.9 ENTIRE AGREEMENT. This Agreement, and the documents
referred to herein (with the exception of the registration statement) constitute
the entire agreement between the parties hereto pertaining to the subject matter
hereof, and any and all other written or oral agreements existing between the
parties hereto are expressly canceled.
[SIGNATURE PAGES FOLLOW]
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The parties have executed this Registration Rights Agreement as of the date
first written above.
COMPANY:
LJL BIOSYSTEMS, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇
--------------------------------
Title: CEO
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Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------------------
The parties have executed this Registration Rights Agreement as of the date
first written above.
THE BAY CITY CAPITAL FUND I, L.P.
By: BAY CITY CAPITAL MANAGEMENT LLC
Its: General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Title: Managing Partner
-----------------------------
The parties have executed this Registration Rights Agreement as of the date
first written above.
SKYLINE VENTURE PARTNERS, L.P.
By: Skyline Venture Management LLC
Its: General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇▇▇▇▇▇
Managing Director
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The parties have executed this Registration Rights Agreement as of the date
first written above.
THE ▇▇▇▇▇▇▇▇ FUND, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
President
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ATTACHMENT A
INVESTORS
No. of Shares
Name/Address of Common Stock
------------ ---------------
The Bay City Capital Fund I, L.P. 857,143
The ▇▇▇▇▇▇▇▇ Fund, Inc. 857,143
Skyline Venture Partners, L.P. 285,714
ATTACHMENT B
LJL BIOSYSTEMS, INC.
NOTICE OF SALE
Pursuant to the Registration Rights Agreement dated as of __________, 1999
among LJL BioSystems, Inc. (the "Company"), the undersigned and certain
stockholders of the Company, the undersigned hereby gives notice to the Company
of the undersigned's intent to sell _______ shares of the Company's Common Stock
registered pursuant to the registration statement on (File No.__________).
Dated: ______________, 199__ By:
---------------------------------
(signature)
Name:
-------------------------------
(print)
Title:
------------------------------
(if applicable)
[NOTE: THIS NOTICE OF SALE MUST BE COMPLETED AND DELIVERED (VIA PERSONAL
DELIVERY OR FACSIMILE) TO THE CHIEF FINANCIAL OFFICER OF THE COMPANY ON OR
BEFORE ONE (1) BUSINESS DAY BEFORE THE DATE OF SALE OF THE SHARES OF THE
COMPANY'S COMMON STOCK REGISTERED PURSUANT TO THE REGISTRATION STATEMENT.]
ATTACHMENT C
LJL BIOSYSTEMS, INC.
SELLING STOCKHOLDER'S QUESTIONNAIRE
In connection with the LJL BioSystems, Inc. (the "Company") Registration
Statement (File No. ___________ ) registering certain shares of the Company's
Common Stock, the undersigned represents and warrants that the information set
forth below is true, accurate and complete:
1. As of the date hereof, the undersigned beneficially owns ______ shares
of the Company's Common Stock.
2. Except as described below, the undersigned has not had a material
relationship with the Company or any of its predecessors or affiliates within
the last three years.
The term "material relationship" has not been defined by the Securities and
Exchange Commission (the "SEC"). However, the SEC has indicated that it will
probably construe as a "material relationship" any relationship which tends to
prevent arms length bargaining in dealings with a company, whether arising from
a close business connection or family relationship, a relationship of control or
otherwise. It seems prudent, therefore, to consider that the undersigned would
have such a relationship, for example, with any organization of which the
undersigned is an officer, director, trustee or partner or in which the
undersigned owns, directly or indirectly, ten percent (10%) or more of the
outstanding voting stock, or in which the undersigned has some other substantial
interest, and with any person or organization with whom the undersigned has, or
with whom any relative or spouse (or any other person or organization as to
which the undersigned has any of the foregoing other relationships) has, a
contractual relationship.
If applicable, please describe the material relationship with the Company:
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Holder
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Name:
---------------------------------
Title:
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