Lock-Up Agreement
September ___, 2006
Xxxxx and Company, LLC
CIBC World Markets Corp.
JMP Securities LLC
As representatives of the
several Underwriters
c/o Cowen and Company, LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Achillion Pharmaceuticals, Inc. - Public Offering of Shares of Common Stock
Dear Sirs:
In order to induce Xxxxx and Company, LLC ("Cowen"), CIBC World Markets
Corp. and JMP Securities LLC (together with Cowen, the "Representatives"), to
enter into a certain underwriting agreement with Achillion Pharmaceuticals,
Inc., a Delaware corporation (the "Company"), with respect to the public
offering of shares of the Company's Common Stock, par value $0.001 per share
("Common Stock"), the undersigned hereby agrees that for a period of 180 days
following the date of the final prospectus filed by the Company with the
Securities and Exchange Commission in connection with such public offering, the
undersigned will not, without the prior written consent of Cowen, directly or
indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or
otherwise dispose of, any shares of Common Stock (including, without limitation,
Common Stock which may be deemed to be beneficially owned by the undersigned in
accordance with the rules and regulations promulgated under the Securities Act
of 1933, as the same may be amended or supplemented from time to time (such
shares, the "Beneficially Owned Shares")) or securities convertible into or
exercisable or exchangeable in Common Stock, (ii) enter into any swap, hedge or
similar agreement or arrangement that transfers in whole or in part, the
economic risk of ownership of the Beneficially Owned Shares or securities
convertible into or exercisable or exchangeable in Common Stock or (iii) engage
in any short selling of the Common Stock.
Notwithstanding the foregoing, the undersigned may transfer shares (i) as a
bona fide gift or gifts, (ii) to any trust for the direct or indirect benefit of
the undersigned or the immediate family of the undersigned, (iii) by will or
intestate succession, (iv) to any affiliate (as defined in Regulation C under
the Securities Act of 1933, as amended) of the undersigned, (v) if the
undersigned is a corporation or similar entity, to any wholly-owned subsidiaries
of such corporation or similar entity, (vi) if the undersigned is a partnership,
limited liability company or similar entity, to any partners or members of such
partnership, limited liability company or similar entity or (vii) with the prior
written consent of Cowen on behalf of the underwriters; provided, that (1) Cowen
receives a signed lock-up agreement for the balance of the lock-up period from
each donee, trustee, distributee, or transferee as the case may be, (2) any such
transfer shall not involve a disposition for value and (3) such transfers are
not required to be reported in any public report or filing with the Securities
and Exchange Commission, or otherwise including, without limitation, the filing
of a Schedule 13D, a Schedule 13G and/or a Form 4. For purposes of this
Agreement, "immediate family" shall mean any relationship by blood, marriage or
adoption, not more remote than first cousin.
If (i) the Company issues an earnings release or material news or a
material event relating to the Company occurs during the last 17 days of the
lock-up period, or (ii) prior to the expiration of the lock-up period, the
Company announces that it will release earnings results during the 16-day period
beginning on the last day of the lock-up period, the restrictions imposed by
this Agreement shall continue to apply until the expiration of the 18-day period
beginning on the issuance of the earnings release or the occurrence of the
material news or material event.
In addition, the undersigned hereby waives, from the date hereof until the
expiration of the 180-day period following the date of the Company's final
Prospectus, any and all rights, if any, to request or demand registration
pursuant to the Securities Act of any shares of Common Stock that are registered
in the name of the undersigned or that are Beneficially Owned Shares. In order
to enable the aforesaid covenants to be enforced, the undersigned hereby
consents to the placing of legends and/or stop-transfer orders with the transfer
agent of the Common Stock with respect to any shares of Common Stock or
Beneficially Owned Shares.
This agreement shall automatically terminate on May 31, 2007 in the event
that the registration statement has not been declared effective by that date.
Advent Healthcare and Life Sciences II
Limited Partnership
By: Advent International Limited
Partnership, General Partner
By: Advent International Corporation,
General Partner
By: Xxxxx X. Xxxxxxxx, Senior Vice
President of Finance*
Advent Healthcare and Life Sciences II
Beteiligung GmbH & Co. KG
By: Advent International Limited
Partnership, Managing Limited
Partner
By: Advent International Corporation,
General Partner
By: Xxxxx X. Xxxxxxxx, Senior Vice
President of Finance*
Advent Partners HLS II Limited
Partnership
Advent Partners Limited Partnership
By: Advent International Corporation,
General Partner
By: Xxxxx X. Xxxxxxxx, Senior Vice
President of Finance*
Advent International Corporation
By: Xxxxx X. Xxxxxxxx, Senior Vice
President of Finance*
*For all of the above:
/s/ Xxxxx X. Xxxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxxx, Senior Vice President
of Finance
Xxxxx X. Fisherman
/s/ Xxxxx X. Fisherman
----------------------------------------
Xxxxx X. Fisherman, Director
Address: c/o Advent International
Corporation 00 Xxxxx Xxxxxx,
00xx Xxxxx Xxxxxx, XX 00000
Signature Page to Lock-Up Agreement
