JOINDER AGREEMENT
This Joinder Agreement (the "JOINDER") is entered into as of
June 29, 2000 by and among COGENE BIOTECH VENTURES, L.P. (the "NEW NON-PREFERRED
HOLDER") and INFORMAX, INC., a Delaware corporation (the "COMPANY").
WHEREAS, the non-preferred holders of the Company who are
listed on the signature pages of the Non-Preferred Holder Rights Agreement
(collectively, the "NON-PREFERRED HOLDERS") and the Company, are parties to that
certain Non-Preferred Holder Rights Agreement dated March 29, 2000 (the
"NON-PREFERRED AGREEMENT");
WHEREAS, pursuant to a Stock Purchase Agreement dated June 29,
2000 by and between the New Non-Preferred Holder and the Company, the New
Non-Preferred Holder acquired shares of non-voting common stock of the Company
(the "STOCK PURCHASE AGREEMENT"); and
WHEREAS, a condition to the obligations of the parties under
the Stock Purchase Agreement is that the New Non-Preferred Holder becomes a
party to the Non-Preferred Agreement concurrently with the execution and
delivery of the Stock Purchase Agreement.
NOW, THEREFORE, in consideration of the premises, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, each of the New Non-Preferred Holders and the Company hereby agree
as follows:
1. The New Non-Preferred Holder is hereby made a party to the
Non-Preferred Agreement as a "Non-Preferred Holder" in accordance with Section
4.11 thereunder, and the New Non-Preferred Holder hereby agrees to be bound by
all the terms and conditions of the Non-Preferred Agreement as a "Non-Preferred
Holder" thereunder. The terms and conditions of the Non-Preferred Agreement
shall apply to the shares of nonvoting common stock acquired pursuant to the
Stock Purchase Agreement.
2. The New Non-Preferred Holder represents and warrants to the
Company and the other Non-Preferred Holders that the New Non-Preferred Holder:
(a) has reviewed the Joinder and the Non-Preferred Agreement (as attached
hereto) in their entireties, and fully understands all provisions of the Joinder
and the Non-Preferred Agreement, and (b) in accordance with the terms of the
Non-Preferred Agreement the New Non-Preferred Holder has become a Non-Preferred
Holder under the Non-Preferred Agreement and is bound by all the terms and
conditions of the Non-Preferred Agreement with the same effect as though the New
Non-Preferred Holder was a subscribing party to the Non-Preferred Agreement.
3. All references in the Non-Preferred Agreement to
"Non-Preferred Holder" or "Non-Preferred Holders" shall be deemed to include the
New Non-Preferred Holder.
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4. All of the terms and conditions of the Non-Preferred
Agreement are unmodified and shall continue in full force and effect and shall
be binding upon the parties hereto and their respective assigns in accordance
with the terms thereof.
5. This Joinder may be executed (including by facsimile) in
one or more counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this
Joinder as of the date first above written.
COMPANY
INFORMAX, INC.
By: /s/ ALEX TITOMIROV
---------------------------------
Name: Alex Titomirov
Title: Chairman/CEO
NEW NONPREFERRED HOLDERS
COGENE BIOTECH VENTURES, L.P.
BY: COGENE BIOTECH VENTURES GP, L.L.C.,
ITS GENERAL PARTNER
By: /s/ SCOTT E. SCHWINGER
---------------------------------
Name: Scott E. Schwinger
Title: Vice President
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