EX-10.22
August 14, 2000
InforMax, Inc.
10th Floor
6010 Executive Boulevard
Rockville, Maryland 20852
Gentlemen:
This letter sets forth the commitments I am making to InforMax, Inc.
("InforMax" or "the Company") in connection with an equity investment in the
Company by Amersham Pharmacia Biotech, Inc. ("APB").
I agree to continue to serve as Chief Executive Officer and/or Chairman of
the Board of Directors of InforMax, devoting at least a majority of my
professional working time to the business of InforMax, for a period of two (2)
years from the date of this letter or for eighteen (18) months from the date of
an initial public offering ("IPO") by InforMax, whichever is later; provided,
that, in no event shall this commitment extend beyond three (3) years from the
date hereof; and, provided further, that I receive no less than my current
salary, benefits and Board approved bonuses from time-to-time no less than those
awarded to other senior management.
I also agree that, for so long as I am an officer, employee or holder of
more than 10% of the outstanding shares of InforMax, and for a period of two (2)
years after I cease to be an officer, employee or holder of more than 10% of the
outstanding shares of InforMax, I will not directly render services for any
business engaged in the business in which InforMax is engaged at the time of my
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termination or any business in which the Board of Directors has given the
management of InforMax the approval to engage in as of the date of my
termination; provided, that both parties agree that RealTimeHealth.com, Inc.
("RTH") is not competitive with the Company and thus not covered by this
provision; and, provided further, that I am not precluded from investing in any
funds which invest in biotechnology or other companies.
I also agree that, for so long as I am an officer, employee or holder of
more than 10% of the outstanding shares of InforMax and for a period of two (2)
years after I cease to be an officer, employee or holder of more than 10% of the
outstanding shares of InforMax, I will not, directly or indirectly, hire or
engage or attempt to hire or engage any individual who shall have been an
employee of InforMax as of the date I cease to be an officer or employee of the
Company or at any time during the one (1) year period prior to such date,
whether for or on my own behalf or for any entity in which I have a direct or
indirect interest.
I acknowledge that, prior to and following the Company's planned IPO, I
will not sell or attempt to sell any shares of stock, options, warrants or other
equity interest I have in InforMax for a period of six (6) months from the date
of such IPO; provided, that, this commitment shall not restrict my ability to
sell any such equity interests should the currently-filed S-1 be withdrawn.
I further acknowledge that, if I breach or attempt to breach any of the
commitments set forth herein, (i) InforMax may, for a period of sixty (60) days
after such breach or attempted breach becomes known to InforMax, seek to enjoin
me from further breaches or attempted breaches, or seek to compel me to
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comply with such commitments by specific performance, in addition to any other
remedies available in equity or at law; and (ii) after a period of sixty (60)
days from the time any such breach or attempted breach becomes known to InforMax
or APB, APB may, if and only if InforMax has not successfully enjoined such
breach or attempted breach, seek to enjoin me from further breaches or attempted
breaches, or seek to compel me to comply with such commitments by specific
performance, in addition to any other remedies available in equity or at law, as
a third-party beneficiary of the foregoing commitments.
Nothing contained herein shall be interpreted to limit any other
obligations I have with respect to the Company's business pursuant to the
Shareholder's Agreement dated September 1, 1999 and the Confidential
Information, Non-Competition, Non-Solicitation and Intellectual Property
Agreement that I have dated June 22, 1999.
Very truly yours,
/s/ Alexander Titomirov
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Dr. Alexander Titomirov
