EXHIBIT 10.18
___________, 2002
Acacia Research Corporation
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Re: Market Standoff Agreement
-------------------------
Dear Sir or Madam:
The undersigned acknowledges that this letter is being executed in
connection with the Agreement and Plan of Reorganization (the "MERGER
AGREEMENT") dated March 20, 2002 by and among Acacia Research Corporation, a
Delaware corporation ("ACACIA"), Combi Acquisition Corp., a Delaware corporation
and wholly owned subsidiary of Acacia ("ACQUISITION COMPANY"), and CombiMatrix
Corporation, a Delaware corporation ("COMBIMATRIX"), pursuant to which
CombiMatrix will merge with and into Acquisition Company (the "MERGER"), with
Acquisition Company being the surviving corporation
To induce Acacia to continue its efforts in connection with the Merger,
the undersigned hereby agrees that it will not, during the period commencing on
the date hereof and ending 180 days after the date of the closing of the Merger,
(1) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, lend, or otherwise transfer or dispose of, directly or
indirectly, any shares of Acacia Research--CombiMatrix Common Stock, par value
$0.001 per share, ("ACACIA COMBIMATRIX STOCK") received in the Merger (including
shares of Acacia CombiMatrix Stock obtained by the undersigned upon the exercise
or conversion of securities exercisable or convertible into Acacia CombiMatrix
Stock) or any securities convertible into or exercisable or exchangeable for
Acacia CombiMatrix Stock or (2) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of
ownership of the Acacia CombiMatrix Stock, whether any such transaction
described in clause (1) or (2) above is to be settled by delivery of Acacia
CombiMatrix Stock or such other securities, in cash or otherwise. The foregoing
sentence shall not apply to:
(1) transactions relating to shares of Acacia CombiMatrix Stock or
other securities acquired in open market transactions after
the completion of the Merger, or
(2) the exercise or conversion of securities exercisable or
convertible into Acacia CombiMatrix Stock, including the
exercise of employee stock options.
In addition, notwithstanding the foregoing, the following transfers
shall not be restricted by this agreement: Any transfer by the undersigned of
shares of Acacia CombiMatrix Stock or securities convertible into or
exchangeable or exercisable for Acacia CombiMatrix Stock (a) by bona fide gift,
or (b) either during the undersigned's lifetime or on death by will or intestacy
to the undersigned's immediate family or to a trust, the beneficiaries of which
are exclusively the undersigned and/or a member or members of the undersigned's
immediately family; provided that (x) the donee or transferee agrees in writing,
by signing the consent attached hereto as Exhibit a, to be bound by the
foregoing in the same manner as it applies to the undersigned and (y) if the
donor or transferor is a reporting person subject to Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), any gifts or
transfers made in accordance with this paragraph shall not require such person
to, and such person shall not voluntarily, file a report of such transaction on
Form 4 under the Exchange Act. "Immediate family" shall mean spouse, lineal
descendants, father, mother, brother or sister of the transferor and father,
mother, brother or sister of the transferor's spouse.
It is understood that if for any reason the Merger Agreement (other
than the provisions thereof that survive termination) shall terminate or be
terminated prior to the exchange of the shares that are subject of the Merger,
then this agreement will automatically terminate and be of no further force or
effect.
Very truly yours,
--------------------------------------
(SIGNATURE)
--------------------------------------
(NAME - PLEASE PRINT CLEARLY)
--------------------------------------
(ADDRESS)
--------------------------------------
--------------------------------------
-2-
EXHIBIT A
---------
CONSENT TO BE BOUND
TO MARKET STANDOFF AGREEMENT
I, ____________________, have read and understand the letter dated
_______, 2002 signed by ____________________ and addressed to Acacia Research
Corporation (the "MARKET STANDOFF AGREEMENT"). I hereby agree to be bound by the
provisions of the Market Standoff Agreement as it relates to
____________________ shares of Acacia CombiMatrix Stock (as such term is defined
therein) which were donated and/or transferred to me by
--------------------.
--------------------------------------
SIGNATURE
--------------------------------------
PRINT NAME
--------------------------------------
--------------------------------------
--------------------------------------
ADDRESS
EXHIBIT A
-1-
