September 23, 2005 Corgentech Inc. 650 Gateway Boulevard S. San Francisco, CA 94080 Ladies and Gentlemen:Interwest Partners Viii Lp • December 27th, 2005 • Pharmaceutical preparations
The letter agreement is delivered by the undersigned in connection with the merger pursuant to terms of an Agreement and Plan of Merger dated as of September 23, 2005 (the “Merger Agreement”) by and among Corgentech Inc. (“Parent”), Element Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Sub”), and of AlgoRx Pharmaceuticals, Inc. (“AlgoRx”) with and into Sub (the “Merger”). Pursuant Section 5.7(d) of the Agreement, in order to induce Parent to enter into the Agreement, AlgoRx has agreed to cause its officers, directors and affiliates (including affiliated funds), to execute and deliver letter agreements in the form hereof. The undersigned is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of shares of Common Stock, $0.001 par value per share, of Parent (the “Parent Common Stock”).
ESCROW AGREEMENTEscrow Agreement • December 27th, 2005 • Interwest Partners Viii Lp • Pharmaceutical preparations • Delaware
THIS ESCROW AGREEMENT (this “Agreement”) is entered into as of December 15, 2005, by and among Corgentech, Inc., a Delaware corporation (“Corgentech”), Mellon Investor Services, as Escrow Agent (“Escrow Agent”) and Joseph Marr, as Stockholder Representative (“Representative”) of the Participating Stockholders.
