1 EXHIBIT 10.12 LOCK-UP AGREEMENT LOCK-UP AGREEMENT, dated July 29, 1996, between Spencer Trask Securities Incorporated, a Delaware corporation (the "Placement Agent"), and the undersigned. WHEREAS, the undersigned constitute all of the officers,...
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EXHIBIT 10.12
LOCK-UP AGREEMENT
LOCK-UP AGREEMENT, dated July 29, 1996, between ▇▇▇▇▇▇▇ ▇▇▇▇▇
Securities Incorporated, a Delaware corporation (the "Placement Agent"), and
the undersigned.
WHEREAS, the undersigned constitute all of the officers,
directors and principal shareholders of Zymetx, Inc., a Delaware corporation
(the "Company"); and
WHEREAS, pursuant to Section 6(i) of the Placement Agency
Agreement, dated as of May 22, 1996, between the Placement Agent and the
Company (the "Placement Agency Agreement"), the Company has agreed to enter
into this Lock-up Agreement with the Placement Agent.
NOW, THEREFORE, for good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows.
1. Lock-Up. The undersigned hereby agree not to sell,
transfer or otherwise dispose of any of the Company's common stock, par value
$.001 per share, owned by, or issuable to, the undersigned without the prior
written consent of the Placement Agent, which consent shall not be unreasonably
withheld, for a period of 24 months after the First Closing (as defined in the
Placement Agency Agreement) or if within two years of the First Closing the
Company registers any of its shares of common stock under the Securities Act of
1933, as amended, this lock-up shall be extended for a period not less than the
shorter of 180 days from the effective date of registration or completion of
the offering contemplated thereby, except that the undersigned may make
transfers to a parent, spouse, sibling or decedent, or to a trust for the
benefit of any of the foregoing persons; provided, however, (i) that such
transfers shall be subject to Section 6(i) of the Placement Agency Agreement
and (ii) the Placement Agent may require that any such transfer be made subject
to a voting agreement pursuant to which the transferring stockholder retains
the right to vote all transferred shares for up to two years from the First
Closing.
2. Successors. This Agreement shall be binding upon and
inure to the benefit of the respective parties hereto and their permitted
assigns and successors.
3. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York, without
giving effect to the principles of conflicts of laws thereof.
4. Severability. Should any term or provision hereof be
deemed invalid, void or unenforceable either in
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its entirety or in a particular application, the remainder of this Agreement
shall nonetheless remain in full force and effect and, if the subject term or
provision shall be deemed to be invalid, void or unenforceable only with
respect to a particular application, such term or provision shall remain in
full force and effect with respect to all other applications.
5. Entire Agreement. This Agreement contains the entire
agreement between the parties with respect to the subject matter hereof, and
all prior or contemporaneous agreements, understandings, representations and
statements, oral or written, with the exception of Section 6(i) of the
Placement Agency Agreement, are merged herein. No modification, waiver,
amendment, discharge or change of this Agreement shall be valid unless the same
is in writing and signed by all of the parties hereto except as to other
written instructions and the like specifically referred to above.
6. Counterparts. This Agreement may be signed in two or
more counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
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OKLAHOMA MEDICAL
RESEARCH FOUNDATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name:
Title:
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ZYMETX PURCHASE PARTNERS,
by ▇▇▇ ▇▇▇▇▇▇▇, its
General Partner
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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