EXHIBIT 2
Cadus Pharmaceutical Corporation
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March 23, ▇▇▇▇
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Gentlemen:
▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Company ("BMS") currently owns 2,061,673 shares of
common stock (the "Shares") of Cadus Pharmaceutical Corporation ("Cadus"). This
letter sets forth our agreement as to certain restrictions on BMS's ability to
dispose of the Shares.
As long as BMS owns at least 100,000 Shares, BMS will notify Cadus at least
ten trading days in advance of any proposed sale of Shares (including a tender
of the Shares in the context of a tender offer for shares of common stock of
Cadus). BMS and Cadus agree and acknowledge that it is in their mutual interest
that disposition of the Shares be accomplished in a manner that does not disrupt
or undermine the trading market for Cadus's common stock and the parties will
work together to explore methods of disposition in order to achieve such goal.
BMS shall not transfer the Shares to any person who (i) to the best of
BMS's knowledge, poses a significant competitive threat to a substantial portion
of Cadus's business or to a significant product of Cadus or (ii) is involved in
ongoing litigation with Cadus (as reflected in Cadus's filings under the
Securities Exchange Act of 1934, as amended). This limitation on transfer shall
not apply to unsolicited sales by BMS in open market transactions through a
broker (provided that BMS has no knowledge that any such sale is to or for the
benefit of a person described above), sales by BMS pursuant to an underwritten
public offering or tender of the Shares by BMS in the context of a tender offer
for shares of Cadus's common stock.
Kindly confirm that the foregoing represents our agreement by signing and
returning the enclosed copy hereof, whereupon this letter shall constitute a
valid and binding agreement between us.
Very truly yours,
CADUS PHARMACEUTICAL CORPORATION
By: /s/ ▇▇▇▇▇▇▇ Woler
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Name: ▇▇▇▇▇▇▇ Woler
Title: President & Chief Executive Officer
ACCEPTED AND AGREED TO:
▇▇▇▇▇▇▇-▇▇▇▇▇ SQUIBB COMPANY
BY: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President and Senior Counsel
