Exhibit 7(c)
FORWARD VENTURES III, L.P.,
a Delaware limited partnership
LIMITED PARTNERSHIP AGREEMENT
This Agreement is made and entered into as of the 30th day of August, 1996,
by and among Forward III Associates L.L.C., a Delaware limited liability company
(the "General Partner"), and each of the persons and entities the names of which
are set forth under the heading "Limited Partners" on the Schedule of Partners
attached hereto, which hereby form Forward Ventures 111, L.P., a Delaware
limited partnership (the "Partnership or "Forward III"), pursuant to the
Delaware Revised Uniform Limited Partnership Act, as follows:
ARTICLE I.
NAME, CHARACTER, AND
PRINCIPAL OFFICE OF PARTNERSHIP
1.1 PARTNERSHIP NAME. The name of the Partnership is Forward Ventures
111, L.P. The partners of the Partnership are the General Partner and the,
Limited Partners (the "Partners"). The affairs of the Partnership shall be
conducted under the Partnership name or such other name as the General Partner
may, in its discretion, determine.
1.2 PARTNERSHIP PURPOSE. The primary purpose of the Partnership is to
make venture capital investments, principally by investing in equity or
equity-oriented securities of privately-held, early-stage emerging biotechnology
and health care related companies. The Partnership may also participate in,
among other things, leveraged acquisitions of privately held and publicly held
corporations (or divisions, subsidiaries or other business units thereof) and
investments in securities of publicly held corporations that appear to be
undervalued or that offer the opportunity for significant capital appreciation.
The general purposes of the Partnership are to buy, hold, sell, and otherwise
invest in Securities, whether readily marketable or not; to exercise all rights,
powers, privileges, and other incidents of ownership or possession with respect
to Securities held or owned by the Partnership-, to enter into, make, and
perform all contracts and other undertakings; and to engage in all activities
and transactions as may be necessary, advisable, or desirable, as determined by
the General Partner, to carry out the foregoing.
1.3 PRINCIPAL OFFICE; REGISTERED OFFICE. The principal office of the
Partnership shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, or such other place or places within the United States as the General
Partner may from time to time designate. The Partnership's registered office in
Delaware, and the name of the registered agent for service of process, shalt be
The Corporation Trust Company, Corporation Trust Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other place or persons as the General Partner
may from time to time designate.
. . . .
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ARTICLE VII.
MANAGEMENT, DUTIES, AND RESTRICTIONS
7.1 MANAGEMENT. The General Partner shall have the sole and exclusive
right to manage, control, and conduct the affairs of the Partnership and to do
any and all acts on behalf of the Partnership (including exercise of rights to
elect to adjust the tax basis of Partnership assets and to revoke such elections
and to make such other tax elections as the General Partner shall deem
appropriate).
7.2 INDEBTEDNESS; RESTRICTIONS; REINVESTMENTS.
(a) Without the consent of the Advisory Committee, the General Partner may
not borrow money or otherwise incur indebtedness on behalf of the Partnership or
guaranty indebtedness of companies of which the Partnership holds Securities in
an amount in excess of one million dollars ($1,000,000); PROVIDED THAT no
borrowing or guaranty shall be made by the Partnership if the Limited Partners
would be required to. recognize unrelated business taxable income within the
meaning of Section 512 of the Code as a result thereof.
(b) Except with the approval of the Advisory Committee, the Partnership
shall not invest: (i) more than ten percent (10%) of the aggregate amount of the
Partners' Capital Commitments to the Partnership in the Securities of any one
issuer; PROVIDED THAT such restriction shall not prohibit the investment of up
to one million five hundred thousand dollars ($1,500,000) nor permit the
investment of more than four million dollars ($4,000,000) in the Securities of
any one issuer; (ii) in Securities in the over-the-counter market or in
Securities that are listed on a securities exchange or (iii) in partnerships
with investment objectives similar to those of the Partnership.
(c) The Partnership shall not reinvest any proceeds realized on the sale
of Securities in the Partnership's venture capital portfolio; provided that such
proceeds may be reinvested in (i) Money Market Investments and (ii) Securities
other than Money Market Investments provided that the Partnership's cumulative
investment in Securities other than Money Market Investments over the term of
the Partnership shall not exceed one hundred ten percent (110%) of the Partners'
Capital Commitments to the Partnership.
(d) The Partnership shall not invest primarily in leveraged acquisitions
of privately or publicly held corporations.
. . . .
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