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EXHIBIT 99.2
LOCK-UP LETTER AGREEMENT
XXXXXX BROTHERS INC.
As Representative of the
several underwriters
c/x XXXXXX BROTHERS INC.
Three World Financial Center
Xxx Xxxx, XX 00000
Dear Sirs:
The undersigned understands that you and certain other firms propose to
enter into an Underwriting Agreement (the "Underwriting Agreement") providing
for the purchase by you and such other firms (the "Underwriters") of shares
(the "Shares") of Common Stock, par value $.001 per share (the "Common Stock"),
of Rosetta Inpharmatics, Inc. (the "Company") and that the Underwriters propose
to reoffer the Shares to the public (the "Offering").
In consideration of the execution of the Underwriting Agreement by the
Underwriters, and for other good and valuable consideration, the undersigned
hereby irrevocably agrees that, without the prior written consent of Xxxxxx
Brothers Inc., the undersigned will not, directly or indirectly, (1) offer for
sale, sell, pledge, or otherwise dispose of (or enter into any transaction or
device that is designed to, or could be expected to, result in the disposition
by any person at any time in the future of) any shares of Common Stock
(including, without limitation, shares of Common Stock that may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission and shares of Common Stock
that may be issued upon exercise of any option or warrant) or securities
convertible into or exchangeable for Common Stock (other than the Shares) owned
by the undersigned on the date of execution of this Lock-Up Letter Agreement or
on the date of the completion of the Offering, or (2) enter into any swap or
other derivatives transaction that transfers to another, in whole or in part,
any of the economic benefits or risks of ownership of such shares of Common
Stock, whether any such transaction described in clause (1) or (2) above is to
be settled by delivery of Common Stock or other securities, in cash or
otherwise, for a period of 180 days after the date of the final prospectus
relating to the Offering.
In furtherance of the foregoing, the Company and its Transfer Agent are
hereby authorized to decline to make any transfer of securities if such
transfer would constitute a violation or breach of this Lock-Up Letter
Agreement.
Notwithstanding the foregoing, if the undersigned is an individual, he
may transfer any or all of the shares subject to this agreement either during
his or her lifetime or on death by gift, will or intestate succession to his or
her immediate family or to a trust the beneficiaries of which are exclusively
the undersigned and/or a member or members of his or her immediate family: and
if
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the undersigned is a partnership, the partnership may transfer any of the shares
subject to this agreement to a partner of such partnership who is an individual
and who retires after the date hereof, or to the estate of any such individual
retired partner, and any partner who is an individual may transfer the shares
subject to this agreement by gift, will or intestate succession to his or her
immediate family; provided, however, that in any such case it shall be a
condition to the transfer that the transferor provide written notice to Xxxxxx
Brothers Inc. in advance of any such transfer and that the transferee execute an
agreement stating that the transferee is receiving and holding the shares
subject to the provisions of this agreement, and there shall be no further
transfer of such shares except in accordance with this agreement.
It is understood that, if the Company notifies the undersigned that it does
not intend to proceed with the Offering, if the Underwriting Agreement does not
become effective, or if the Underwriting Agreement (other than the provisions
thereof which survive termination) shall terminate or be terminated prior to
payment for and delivery of the Shares, the undersigned will be released from
the undersigned's obligations under this Lock-Up Letter Agreement.
The undersigned understands that the Company and the Underwriters will
proceed with the Offering in reliance on this Lock-Up Letter Agreement.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lock-Up Letter Agreement and that,
upon request, the undersigned will execute any additional documents necessary in
connection with the enforcement hereof. Any obligations of the undersigned shall
be binding upon the heirs, personal representatives, successors and assigns of
the undersigned.
This agreement shall lapse and become null and void if the Offering is not
completed on or before August 31, 2000.
Very truly yours,
VULCAN VENTURES INC.
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(Print Name of Security Holder)
By: /s/ XXXXXXX X. XXXXX
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(Signature of Security Holder)
Title (if appropriate): President
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Dated: May 18, 2000
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