LJL BIOSYSTEMS, INC.
REGISTRATION RIGHTS AGREEMENT
JANUARY 27, 1999
LJL BIOSYSTEMS, INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "AGREEMENT") is made as of the
27th 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
2
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
3
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;
4
(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
5
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
6
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
7
(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.
8
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]
9
The parties have executed this Registration Rights Agreement as of the
date first written above.
COMPANY:
LJL BIOSYSTEMS, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------
Title: President
-----------------------
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
2
The parties have executed this Registration Rights Agreement as of the
date first written above.
THE ▇▇▇▇▇▇▇▇ FUND, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
President
3
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:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Holder
_______________________________________
Name: _________________________________
Title:_________________________________