EXHIBIT 1
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WAIVER AGREEMENT
THIS WAIVER AGREEMENT ("Agreement"), dated as of September 11, 2000, is
among International Specialty Products Inc. and the other parties signatory
hereto (collectively, the "Investors") with respect to shares of common stock
(the "Shares") of Life Technologies, Inc., a Delaware corporation (the
"Company").
RECITALS:
WHEREAS, as of the date hereof, each of the Investors owns or controls,
directly or indirectly, that number of Shares set forth after its name on the
signature pages to this Agreement;
WHEREAS, each of the Investors is party to that certain Group
Agreement, dated as of July 18, 2000 (the "July 18 Agreement"), with respect to
Shares of the Company, as well as one or more other agreements with certain of
the Investors with respect to Shares of the Company (collectively, the "Other
Agreements");
WHEREAS, the July 18 Agreement and the Other Agreements (collectively,
the "Previous Agreements") have been described in certain Schedule 13D filings
previously made by the applicable Investors;
WHEREAS, at a special meeting of stockholders of the Company to be held
on September 14, 2000 (the "Special Meeting"), stockholders of the Company will
be voting upon a proposal (the "Proposal") to approve and adopt the Agreement
and Plan of Merger between Invitrogen Corporation and the Company, dated as of
July 7, 2000; and
WHEREAS, the Investors intend to waive the application of Section 3 of
the July 18 Agreement as set forth herein, so as to permit each Investor to make
its own decision and vote independently on the Proposal at the Special Meeting,
and for all other purposes for the Previous Agreements to continue in full force
and effect.
NOW, THEREFORE, for good an valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:
1. Section 3 of the July 18 Agreement is hereby waived and shall be of
no force and effect with respect to the Proposal to be voted on at the
Shareholder Meeting and at any postponements, continuations or adjournments
thereof, thus providing each Investor with the sole and unrestricted discretion
to vote its Shares for, against or to abstain or refrain from voting on the
Proposal.
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2. Except as otherwise provided expressly herein, each of the Previous
Agreements shall remain in full force and effect and are hereby ratified and
confirmed.
3. Each of the parties hereby agrees to join with each of the other
parties hereto in a Schedule 13D filing and any required amendments thereto with
respect to this Agreement.
4. This Agreement sets forth the entire understanding of the parties
hereto with respect to the subject matter hereof and may only be amended by a
written agreement executed by all of the parties hereto. This Agreement may be
executed in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
[signature pages to follow]
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IN WITNESS WHEREOF, the undersigned has duly executed this
Agreement as of the date written above.
INTERNATIONAL SPECIALTY PRODUCTS INC.
By: /s/ Susan B. Yoss
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Name: Susan B. Yoss
Title: Senior Vice President and Treasurer
Shares owned: 3,506,270
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IN WITNESS WHEREOF, the undersigned has duly executed this
Agreement as of the date written above.
THE COHEN REVOCABLE TRUST
By: /s/ S. Cohen
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Name: S. Cohen
Title: Trustee
Shares owned: 397,100
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IN WITNESS WHEREOF, the undersigned has duly executed this
Agreement as of the date written above.
BEAR, STEARNS & CO. INC.
By: /s/ Barry Cohen
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Name: Barry Cohen
Title: Senior Managing Director
Shares owned: No less than 300,000
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IN WITNESS WHEREOF, the undersigned has duly executed this
Agreement as of the date written above.
/s/ Frederick R. Adler
------------------------------------
Frederick R. Adler
Shares owned: 714,895
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IN WITNESS WHEREOF, the undersigned has duly executed this
Agreement as of the date written above.
/s/ A. Chang
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A. Chang
Shares owned: 135,500
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