<PAGE>
Exhibit 99.3
STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT, dated as of December 27, 2000 (this
"Agreement"), among Lion Bioscience Aktiengesellschaft, a German corporation
(the "Parent"), and certain stockholders of Trega Biosciences, Inc., a Delaware
corporation (the "Company"), which are parties hereto (each, a "Stockholder"
and, collectively, the "Stockholders"). Capitalized terms used without
definition herein have the meanings assigned to them in the Merger Agreement (as
hereinafter defined).
WITNESSETH:
WHEREAS, the Parent and the Company are, concurrently with the
execution and delivery of this Agreement, entering into an Agreement and Plan of
Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to which
the Parent and the Company intend to combine their businesses by merging Merger
Sub with and into the Company and making the Company a wholly owned subsidiary
of the Parent (the "Merger");
WHEREAS, as of the date hereof, each Stockholder is the record and
beneficial owner of the number of shares of common stock, par value $0.001 per
share, of the Company ("Company Common Stock"), the options and rights to
purchase the Company Common Stock and any other shares of voting capital stock
of the Company, in each case, as set forth on Schedule A attached hereto (with
respect to each Stockholder, such Stockholder's "Existing Shares" and, together
with any shares of the Company Common Stock or other voting capital stock of the
Company acquired after the date hereof, whether upon the exercise of warrants,
options, conversion of convertible securities or otherwise, such Stockholder's
"Shares");
WHEREAS, pursuant to the Merger Agreement, each Stockholder is entitled
to receive, at the Effective Time of the Merger, American Depositary Shares
("Parent ADSs") representing shares of the Parent ("Parent Shares") (such Parent
Shares and Parent ADSs, together with any Parent Shares or Parent ADSs acquired
upon the exercise of any warrants or options or upon the conversion of
convertible securities acquired prior to the Effective Time, whether or not such
exercise or conversion occurred prior to the Effective Time, the "Parent
Securities");
WHEREAS, approval of the stockholders of the Company is necessary to
consummate the Merger; and
WHEREAS, as an inducement and a condition to entering into the Merger
Agreement, the Parent has required that each Stockholder agree, and each
Stockholder has agreed, to enter into this Agreement, pursuant to which, among
other things, such Stockholder agrees to vote all of its Shares to approve the
Merger, upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements herein contained, and
intending to be legally bound hereby, the parties hereto agree as follows:
<PAGE>
ARTICLE I
VOTING
1.1 AGREEMENT TO VOTE. Each Stockholder hereby agrees that it shall,
and shall cause the holder of record on any applicable record date to, from time
to time, at the request of the Parent, at any meeting (whether annual or special
and whether or not an adjourned or postponed meeting) of stockholders of the
Company, however called, (a) if a meeting is held, appear at such meeting or
otherwise cause the Shares to be counted as present thereat for purposes of
establishing a quorum, and (b) vote or consent (or cause to be voted or
consented), in person or by proxy, all Shares, and any other voting securities
of the Company (whether acquired heretofore or hereafter) that are beneficially
owned or held of record by such Stockholder or as to which such Stockholder has,
directly or indirectly, the right to vote or direct the voting, in favor of the
approval and adoption of, and against any action or agreement that would
compete, impede or interfere with the approval and adoption of, the Merger
Agreement, the Merger and any action required in furtherance thereof.
Each Stockholder hereby agrees that it will not, nor will it permit any
entity under its control to, (a) solicit proxies or become a "participant" in a
"solicitation" (as such terms are defined in Regulation 14A under the U.S.
Securities Exchange Act of 1934, as amended (the "Exchange Act")) in opposition
to or in competition with the consummation of the Merger and the other
transactions contemplated by the Merger Agreement or otherwise encourage or
assist any party in taking or planning any action which would compete with or
otherwise serve to interfere with or inhibit the timely consummation of the
Merger in accordance with the terms of the Merger Agreement, (b) directly or
indirectly encourage, initiate or cooperate in a shareholders' vote or action by
consent of the Company's stockholders in opposition to or in competition with
the consummation of the Merger or (c) become a member of a "group" (as such term
is used in Section 13(d) of the Exchange Act) with respect to any voting
securities of the Company for purposes of opposing or competing with the
consummation of the Merger.
1.2 GRANT OF PROXY. In furtherance and not in limitation of the
foregoing, each Stockholder hereby grants to, and appoints, the Parent and each
of Messrs. Friederich von Bohlen und Halback and Klaus Sprockamp, in their
respective capacities as officers of the Parent, and any individual who shall
hereafter succeed any such officer of the Parent, and any other designee of the
Parent, each of them individually, its irrevocable proxy and attorney-in-fact
(with full power of substitution and resubstitution) to vote the Shares as
indicated in this Article I. Each Stockholder intends this proxy to be
irrevocable and coupled with an interest and will take such further action and
execute such other instruments as may be necessary to effectuate the intent of
this proxy. Each Stockholder hereby revokes any and all previous proxies with
respect to such Stockholder's Shares or any other voting securities of the
Company that relate to the approval of the Merger Agreement.
1.3 NO OWNERSHIP INTEREST. Nothing contained in this Agreement shall be
deemed to vest in the Parent any direct or indirect ownership or incidence of
ownership of or with respect to any Shares. All rights, ownership and economic
benefits of and relating to the Shares shall remain vested in and belong to the
Stockholders, and the Parent shall have no authority to manage, direct,
superintend, restrict, regulate, govern, or administer any of the policies or
-2-
<PAGE>
operations of the Company or exercise any power or authority to direct the
Stockholders in the voting of any of the Shares, except as otherwise provided
herein, or in the performance of the Stockholders' duties or responsibilities as
stockholders of the Company.
1.4 EVALUATION OF INVESTMENT. Each Stockholder, by reason of its
knowledge and experience in financial and business matters, believes itself
capable of evaluating the merits and risks of the investment in the Parent ADSs
and the Parent Shares underlying such Parent ADSs as contemplated by the Merger
Agreement.
1.5 DOCUMENTS DELIVERED. Each Stockholder acknowledges receipt of
copies of the Merger Agreement and all exhibits and schedules thereto. Each
Stockholder also acknowledges that such Stockholder possesses all the
information relating to the Company and the Parent which such Stockholder deems
relevant or material to such Stockholder's investment in the Parent ADSs and the
underlying Parent Shares should the Merger be consummated and to its entering
into this Agreement.
1.6 NO INCONSISTENT VOTING AGREEMENTS. Each Stockholder hereby
covenants and agrees that, except as contemplated by this Agreement and the
Merger Agreement, the Stockholder (a) has not entered, and shall not enter at
any time while this Agreement remains in effect, into any voting agreement or
voting trust with respect to the Shares and (b) has not granted, and shall not
grant at any time while this Agreement remains in effect, a proxy or power of
attorney with respect to the Shares, in either case, which is inconsistent with
such Stockholder's obligations pursuant to this Agreement.
1.7 FIDUCIARY DUTY. Notwithstanding any other provision herein to the
contrary, nothing in this Agreement shall be deemed to apply to, or to limit in
any manner, the obligations of any Stockholder or such Stockholder's affiliates
with respect to the fiduciary duties of such Stockholder or such Stockholder's
affiliates as an officer or director of the Company.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER
Each Stockholder hereby, severally and not jointly, represents and
warrants to the Parent as follows:
2.1 AUTHORIZATION; VALIDITY OF AGREEMENT; NECESSARY ACTION. Such
Stockholder has full power and authority to execute and deliver this Agreement,
to perform such Stockholder's obligations hereunder and to consummate the
transactions contemplated hereby. In the case of any Stockholder that is not a
natural person, the execution, delivery and performance by such Stockholder of
this Agreement and the consummation by it of the transactions contemplated
hereby have been duly and validly authorized by such Stockholder and no other
actions or proceedings on the part of such Stockholder are necessary to
authorize the execution and delivery by it of this Agreement and the
consummation by it of the transactions contemplated hereby. This Agreement has
been duly executed and delivered by such Stockholder, and, assuming this
Agreement constitutes a valid and binding obligation of the Parent, constitutes
a valid and binding obligation of such Stockholder, enforceable against it in
accordance with its
-3-
<PAGE>
terms, subject to (i) the effect of applicable bankruptcy, insolvency,
reorganization, moratorium or other similar federal or state laws affecting the
rights of creditors and (ii) the effect or availability of rules of law
governing specific performance, injunctive relief or other equitable remedies
(regardless of whether any such remedy is considered in a proceeding at law or
in equity).
2.2 CONSENTS AND APPROVAL; NO VIOLATIONS. None of the execution,
delivery or performance of this Agreement by such Stockholder nor the
consummation by it of the transactions contemplated hereby nor compliance by it
with any of the provisions hereof will (i) require any filing, registration or
declaration with, or consent, approval, order, or authorization of, any
Governmental Entity, (ii) result in a violation or breach of, or constitute a
default under, any contract, agreement or other instrument or obligation to
which such Stockholder is a party or (iii) violate any judgment, permit, order,
decree, statute, ordinance, law, rule or regulation applicable to it or any of
its properties or assets.
2.3 SHARES. Such Stockholder's Existing Shares are, and all of its
Shares from the date hereof through and on the Closing Date will be, owned
beneficially and of record by such Stockholder (subject to any dispositions of
Shares permitted by Section 3.1(b)). As of the date hereof, such Stockholder's
Existing Shares constitute all of the shares of the Company Common Stock owned
of record or beneficially by such Stockholder. All of such Stockholder's
Existing Shares are issued and outstanding, and, except as set forth on Schedule
A hereto, such Stockholder does not own, of record or beneficially, any
warrants, options or other rights to acquire any shares of the Company Common
Stock or any other capital stock of the Company. Such Stockholder has sole
voting power, sole power of disposition, sole power to issue instructions with
respect to the matters set forth in Article I, and sole power to agree to all of
the matters set forth in this Agreement, in each case with respect to all of
such Stockholder's Existing Shares, and will have sole voting power, sole power
of disposition, sole power to issue instructions with respect to the matters set
forth in Article I, and sole power to agree to all of the matters set forth in
this Agreement, in each case with respect to all of such Stockholder's Shares on
the record date for and actual date of the Company Shareholders Meeting (subject
to any dispositions of Shares permitted by Section 3.1(b)), with no limitations,
qualifications or restrictions on such rights, subject to applicable federal
securities laws and the terms of this Agreement. Such Stockholder has good and
marketable title to its Existing Shares and at all times during the term hereof
and at the Effective Time will have good and marketable title to its Shares.
ARTICLE III
COVENANTS
3.1 LIMITATIONS ON TRANSFER OF SHARES PRIOR TO EFFECTIVE TIME.
(a) Each Stockholder, severally and not jointly, hereby agrees not to
take any of the following actions while Article I of this Agreement is in
effect, except in accordance with subsection (b) of this Section 3.1:
-4-
<PAGE>
(i) tender any of such Stockholder's Shares or any securities
convertible into or exchangeable or exercisable for such Stockholder's
Shares to any person, other than the Exchange Agent, the Parent or the
Merger Sub;
(ii) sell, transfer, pledge, encumber, assign or otherwise
dispose of any of such Stockholder's Shares or any securities
convertible into or exchangeable or exercisable for such Stockholder's
Shares, other than to the Exchange Agent, the Parent or the Merger Sub;
(iii) enforce or permit the execution of the provisions of any
redemption, share purchase or sale, recapitalization or other agreement
with the Company; or
(iv) enter into any contract, option or other arrangement or
understanding with respect to or consent to the offer for sale, sale,
transfer, pledge, encumbrance, assignment or other disposition of, any
of its Shares, any securities convertible into or exchangeable or
exercisable for Company Common Stock, any other capital stock of the
Company or any interest in any of the foregoing with any person, other
than the Exchange Agent, the Parent or Merger Sub or as may be
contemplated by Section 2.5 of the Merger Agreement.
(b) Notwithstanding subsection (a) above, a Stockholder may take an
action described in subsection (a) if (i) the Parent gives its prior written
consent to such action or (ii) the proposed transferee agrees in writing, in an
instrument reasonably acceptable to the Parent, to be bound by this Agreement
as a Stockholder and grants with respect to any Shares so proposed to be
acquired the proxy described in Section 1.2 of this Agreement, and such
transfer is consummated at least thirty (30) days prior to the Effective Time.
(c) No Stockholder shall request that the Company or its transfer
agent register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of such Stockholder's Shares, and each
Stockholder hereby consents to the entry of stop transfer instructions by the
Company of any transfer of such Stockholder's Shares, unless such transfer is
made in compliance with this Agreement.
(d) In the event of a stock dividend or distribution, or any change
in Company Common Stock by reason of any stock dividend or distribution, or any
change, in Company Common Stock by reason of any stock dividend, split-up,
recapitalization, combination, exchange of shares or the like, the term
"Shares" shall be deemed to refer to and include the Shares as well as all such
stock dividends and distributions and any securities into which or for which
any or all of the Shares may be changed or exchanged or which are received in
such transaction.
(e) Each Stockholder agrees not to, and agrees not to authorize or
permit any affiliate, director, officer, employee, or any investment banker,
attorney or other advisor, agent or representative of such Stockholder
(collectively, the "Representatives") to, directly or indirectly, (i) initiate,
solicit, encourage or knowingly facilitate, or take any action to initiate,
solicit, encourage or knowingly facilitate, any inquiries or communications or
the making of any proposal or offer that constitutes or may constitute an
Acquisition Proposal, or (ii) have any
-5-
<PAGE>
discussion with or provide any confidential information or data to any Person
relating to an Acquisition Proposal, or engage in any negotiations concerning
an Acquisition Proposal or knowingly facilitate any effort or attempt to make
or implement an Acquisition Proposal. Each Stockholder agrees that it will, and
will cause its Representatives to, immediately cease and cause to be terminated
any activities, discussions or negotiations existing as of the date hereof with
any parties conducted heretofore with respect to any Acquisition Proposal.
Notwithstanding the foregoing, nothing in this Section 3.1(e) is intended to
prevent the Company from taking any action that is expressly permitted pursuant
to Article V (E.G., Section 5.7) of the Merger Agreement.
ARTICLE IV
MISCELLANEOUS
4.1 TERMINATION. This Agreement shall terminate and no party shall have
any rights or duties hereunder if the Merger Agreement terminates pursuant to
Section 7.1 thereof. In addition, the Stockholders' obligations under Article I
and Section 3.1 shall terminate at the Effective Time. Nothing in this Section
4.1 shall relieve or otherwise limit any party of liability for breach of this
Agreement.
4.2 FURTHER ASSURANCES. From time to time, at the other party's request
and without further consideration, each party hereto shall execute and deliver
such additional documents and take all such further action as may be necessary
or desirable to consummate the transactions contemplated by the Merger Agreement
and this Agreement.
4.3 NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed duly given (a) on the date of delivery if delivered
personally, or by telecopy or facsimile, upon confirmation of receipt, (b) on
the third business day following the date of dispatch if delivered by a
recognized next-day courier service, or (c) on the tenth business day following
the date of mailing if delivered by registered or certified mail, return receipt
requested, postage prepaid. All notices hereunder shall be delivered as set
forth below, or pursuant to such other instructions as may be designated in
writing by the party to receive such notice:
(a) if to the Parent to:
LION BIOSCIENCE AKTIENGESELLSCHAFT
Waldhofer Str. 98
69123 Heidelberg, Germany
Attention: Klaus Sprockamp, Chief Financial Officer
Sven Riethmuller, General Counsel
Fax: 011-49-6221-4038-450
-6-
<PAGE>
with a copy to:
McDermott, Will & Emery
227 West Monroe Street
Chicago, Illinois 60606, U.S.A.
(312) 984-7700
Attn: Bernard Kramer, Esq.
(b) if to a Stockholder, as provided on the signature page hereof,
with a copy to:
Pillsbury Madison & Sutro LLP
11975 El Camino Real, Suite 200
San Diego, CA 92130
Attn: Mike Hird
Fax: (858) 509-4010
4.4 INTERPRETATION. When a reference is made in this Agreement to
Sections, Exhibits or Schedules, such reference shall be to a Section of, or
Exhibit or Schedule to, this Agreement unless otherwise indicated. The headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement. Whenever the words
"include," "includes" or "including" are used in this Agreement, they shall be
deemed to be followed by the words "without limitation."
4.5 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other party, it being understood that both
parties need not sign the same counterpart.
4.6 ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES.
(a) This Agreement and the other agreements of the parties referred to
herein constitute the entire agreement and supersede all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof.
(b) This Agreement shall be binding upon and inure solely to the
benefit of each party hereto, and nothing in this Agreement, express or implied,
is intended to or shall confer upon any other Person any right, benefit or
remedy of any nature whatsoever under or by reason of this Agreement.
4.7 GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware (without giving effect to
choice of law principles thereof).
4.8 SEVERABILITY. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any law or public policy, all
other terms and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any
party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this
-7-
<PAGE>
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby are consummated as originally contemplated to the greatest extent
possible.
4.9 AMENDMENT. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.
4.10 ASSIGNMENT. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto, in whole or in part (whether by operation of law or otherwise), without
the prior written consent of the other party, and any attempt to make any such
assignment without such consent shall be null and void, except that the Parent
may assign, in its sole discretion, any or all of its rights, interests and
obligations under this Agreement to any direct wholly owned Subsidiary of the
Parent or the Exchange Agent without the consent of any Stockholder, but no such
assignment shall relieve the Parent of any of its obligations under this
Agreement. Subject to the preceding sentence, this Agreement will be binding
upon, inure to the benefit of and be enforceable by the parties and their
respective successors and assigns.
4.11 SUBMISSION TO JURISDICTION; WAIVERS. Each of the Parent and the
Stockholders irrevocably agrees that any legal action or proceeding with respect
to this Agreement or for recognition and enforcement of any judgment in respect
hereof brought by the other party hereto or its successors or assigns may be
brought and determined in the Chancery or other Courts of the State of Delaware,
and each of the Parent and the Stockholders hereby irrevocably submits with
regard to any such action or proceeding for itself and in respect to its
property, generally and unconditionally, to the nonexclusive jurisdiction of the
aforesaid courts. Each of the Parent and the Stockholders hereby irrevocably
waives, and agrees not to assert, by way of motion, as a defense, counterclaim
or otherwise, in any action or proceeding with respect to this Agreement, (a)
any claim that it is not personally subject to the jurisdiction of the above-
named courts for any reason other than the failure to lawfully serve process,
(b) that it or its property is exempt or immune from jurisdiction of any such
court or from any legal process commenced in such courts (whether through
service of notice, attachment prior to judgment, attachment in aid of execution
of judgment, execution of judgment or otherwise), and (c) to the fullest extent
permitted by applicable law, that (i) the suit, action or proceeding in any such
court is brought in an inconvenient forum, (ii) the venue of such suit, action
or proceeding is improper and (iii) this Agreement, or the subject matter
hereof, may not be enforced in or by such courts.
4.12 SPECIFIC PERFORMANCE. Each of the parties hereto acknowledge that
it will be impossible to measure in money the damage to the other parties if a
party hereto fails to comply with any of the obligations imposed by this
Agreement, that every such obligation is material and that, in the event of any
such failure, the other parties will not have an adequate remedy at law or
damages. Accordingly, each party hereto agrees that injunctive relief of other
equitable remedy, in addition to remedies at law or damages, is the appropriate
remedy for any such failure and will not oppose the granting of such relief on
the basis that the other parties have an adequate remedy at law. Each party
hereto agrees that it will not seek, and agrees to waive any requirement for,
the securing or posting of a bond in connection with any other party's seeking
or obtaining such equitable relief.
-8-
<PAGE>
4.13 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure
or delay on the part of any party hereto in the exercise of any right hereunder
will impair such right or be construed to be a waiver of, or acquiescence in,
any breach of any representation, warranty or agreement herein, nor will any
single or partial exercise of any such right preclude other or further exercise
thereof or of any other right. All rights and remedies existing under this
Agreement are cumulative to, and not exclusive to, and not exclusive of, any
rights or remedies otherwise available.
4.14 ATTORNEY'S FEES. In any action or proceeding brought to enforce
any provision of this Agreement or where any provision hereof is validly
asserted as a defense, the successful party shall, to the extent permitted by
applicable law, be entitled to recover all attorney's fees in addition to any
other available remedy.
IN WITNESS WHEREOF, the Parent and each of the Stockholders have caused
this Agreement to be signed by their respective officers or other authorized
person thereunto duly authorized as of the date first written above.
LION BIOSCIENCE AKTIENGESELLSCHAFT
By: /s/ Friedrich von Bohlen
----------------------------
Name: Friedrich von Bohlen
----------------------------
Title: CEO
----------------------------
By: /s/ Klaus Sprockamp
----------------------------
Name: Klaus Sprockamp
----------------------------
Title: CFO/COO
----------------------------
-9-
<PAGE>
SIGNATURE PAGE TO
STOCKHOLDERS AGREEMENT
BY AND AMONG
LION BIOSCIENCE AKTIENGESELLSCHAFT
AND EACH STOCKHOLDER NAMED THEREIN
The undersigned hereby executes and delivers the Stockholders Agreement
(the "STOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which
Stockholders Agreement and Signature Page, together with all counterparts of
such Stockholders Agreement and Signature Pages of the other Stockholders with
respect to such Stockholders Agreement, shall constitute one and the same
document in accordance with the terms of such Stockholders Agreement.
/s/ Robert S. Whitehead
---------------------------------------------
Robert S. Whitehead
Address: 16140 El Camino Real (P.O. Box 877)
Rancho Santa Fe, CA 92067
-10-
<PAGE>
SIGNATURE PAGE TO
STOCKHOLDERS AGREEMENT
BY AND AMONG
LION BIOSCIENCE AKTIENGESELLSCHAFT
AND EACH STOCKHOLDER NAMED THEREIN
The undersigned hereby executes and delivers the Stockholders Agreement
(the "STOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which
Stockholders Agreement and Signature Page, together with all counterparts of
such Stockholders Agreement and Signature Pages of the other Stockholders with
respect to such Stockholders Agreement, shall constitute one and the same
document in accordance with the terms of such Stockholders Agreement.
/s/ James C. Blair
---------------------------------------------
James C. Blair
Address: 10 Jennifer Place
Glen Rock, N.J. 07452
-11-
<PAGE>
SIGNATURE PAGE TO
STOCKHOLDERS AGREEMENT
BY AND AMONG
LION BIOSCIENCE AKTIENGESELLSCHAFT
AND EACH STOCKHOLDER NAMED THEREIN
The undersigned hereby executes and delivers the Stockholders Agreement
(the "STOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which
Stockholders Agreement and Signature Page, together with all counterparts of
such Stockholders Agreement and Signature Pages of the other Stockholders with
respect to such Stockholders Agreement, shall constitute one and the same
document in accordance with the terms of such Stockholders Agreement.
/s/ Michael G. Grey
--------------------------------------------
Michael G. Grey
Address: 6550 Monte Fuego
Rancho Santa Fe, CA 92067-5614
-12-
<PAGE>
SIGNATURE PAGE TO
STOCKHOLDERS AGREEMENT
BY AND AMONG
LION BIOSCIENCE AKTIENGESELLSCHAFT
AND EACH STOCKHOLDER NAMED THEREIN
The undersigned hereby executes and delivers the Stockholders Agreement
(the "STOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which
Stockholders Agreement and Signature Page, together with all counterparts of
such Stockholders Agreement and Signature Pages of the other Stockholders with
respect to such Stockholders Agreement, shall constitute one and the same
document in accordance with the terms of such Stockholders Agreement.
/s/ Lawrence D. Muschek
--------------------------------------------
Lawrence D. Muschek
Address: 116 Glen Arvin Road
Leesburg, GA 31763
-13-
<PAGE>
SIGNATURE PAGE TO
STOCKHOLDERS AGREEMENT
BY AND AMONG
LION BIOSCIENCE AKTIENGESELLSCHAFT
AND EACH STOCKHOLDER NAMED THEREIN
The undersigned hereby executes and delivers the Stockholders Agreement
(the "STOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which
Stockholders Agreement and Signature Page, together with all counterparts of
such Stockholders Agreement and Signature Pages of the other Stockholders with
respect to such Stockholders Agreement, shall constitute one and the same
document in accordance with the terms of such Stockholders Agreement.
/s/ Harvey S. Sadow
--------------------------------------------
Harvey S. Sadow
Address: 120-36 Prospect Street
Ridgefield, CT 06877
-14-
<PAGE>
SIGNATURE PAGE TO
STOCKHOLDERS AGREEMENT
BY AND AMONG
LION BIOSCIENCE AKTIENGESELLSCHAFT
AND EACH STOCKHOLDER NAMED THEREIN
The undersigned hereby executes and delivers the Stockholders Agreement
(the "STOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which
Stockholders Agreement and Signature Page, together with all counterparts of
such Stockholders Agreement and Signature Pages of the other Stockholders with
respect to such Stockholders Agreement, shall constitute one and the same
document in accordance with the terms of such Stockholders Agreement.
/s/ Ronald R. Tuttle
--------------------------------------------
Ronald R. Tuttle
Address: 2704 Vista Del Sembrado
Escondido, CA 92025
-15-
<PAGE>
SIGNATURE PAGE TO
STOCKHOLDERS AGREEMENT
BY AND AMONG
LION BIOSCIENCE AKTIENGESELLSCHAFT
AND EACH STOCKHOLDER NAMED THEREIN
The undersigned hereby executes and delivers the Stockholders Agreement
(the "STOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which
Stockholders Agreement and Signature Page, together with all counterparts of
such Stockholders Agreement and Signature Pages of the other Stockholders with
respect to such Stockholders Agreement, shall constitute one and the same
document in accordance with the terms of such Stockholders Agreement.
/s/ Myra N. Williams
--------------------------------------------
Myra N. Williams
Address: 101 Broadmead Street
Princeton, N.J. 08540
-16-
<PAGE>
SIGNATURE PAGE TO
STOCKHOLDERS AGREEMENT
BY AND AMONG
LION BIOSCIENCE AKTIENGESELLSCHAFT
AND EACH STOCKHOLDER NAMED THEREIN
The undersigned hereby executes and delivers the Stockholders Agreement
(the "STOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which
Stockholders Agreement and Signature Page, together with all counterparts of
such Stockholders Agreement and Signature Pages of the other Stockholders with
respect to such Stockholders Agreement, shall constitute one and the same
document in accordance with the terms of such Stockholders Agreement.
/s/ Bruce L.A. Carter
--------------------------------------------
Bruce L.A. Carter
Address: c/o The Crystal Lodge Hotel
4154 Village Green
Whistler, B.C.
Canada VON 184
-17-
<PAGE>
SIGNATURE PAGE TO
STOCKHOLDERS AGREEMENT
BY AND AMONG
LION BIOSCIENCE AKTIENGESELLSCHAFT
AND EACH STOCKHOLDER NAMED THEREIN
The undersigned hereby executes and delivers the Stockholders Agreement
(the "STOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which
Stockholders Agreement and Signature Page, together with all counterparts of
such Stockholders Agreement and Signature Pages of the other Stockholders with
respect to such Stockholders Agreement, shall constitute one and the same
document in accordance with the terms of such Stockholders Agreement.
/s/ George Grass
--------------------------------------------
George Grass
Address:
-----------------------------------
-----------------------------------
-18-
<PAGE>
SIGNATURE PAGE TO
STOCKHOLDERS AGREEMENT
BY AND AMONG
LION BIOSCIENCE AKTIENGESELLSCHAFT
AND EACH STOCKHOLDER NAMED THEREIN
The undersigned hereby executes and delivers the Stockholders Agreement
(the "STOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which
Stockholders Agreement and Signature Page, together with all counterparts of
such Stockholders Agreement and Signature Pages of the other Stockholders with
respect to such Stockholders Agreement, shall constitute one and the same
document in accordance with the terms of such Stockholders Agreement.
/s/ Gerard A. Wills
--------------------------------------------
Gerard A. Wills
Address:
--------------------------------
--------------------------------
-19-
<PAGE>
SIGNATURE PAGE TO
STOCKHOLDERS AGREEMENT
BY AND AMONG
LION BIOSCIENCE AKTIENGESELLSCHAFT
AND EACH STOCKHOLDER NAMED THEREIN
The undersigned hereby executes and delivers the Stockholders Agreement
(the "STOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which
Stockholders Agreement and Signature Page, together with all counterparts of
such Stockholders Agreement and Signature Pages of the other Stockholders with
respect to such Stockholders Agreement, shall constitute one and the same
document in accordance with the terms of such Stockholders Agreement.
/s/ Richard Kaufman
--------------------------------------------
Richard Kaufman
Address:
---------------------------------
---------------------------------
-20-
<PAGE>
SIGNATURE PAGE TO
STOCKHOLDERS AGREEMENT
BY AND AMONG
LION BIOSCIENCE AKTIENGESELLSCHAFT
AND EACH STOCKHOLDER NAMED THEREIN
The undersigned hereby executes and delivers the Stockholders Agreement
(the "STOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which
Stockholders Agreement and Signature Page, together with all counterparts of
such Stockholders Agreement and Signature Pages of the other Stockholders with
respect to such Stockholders Agreement, shall constitute one and the same
document in accordance with the terms of such Stockholders Agreement.
/s/ Edward Yip
------------------------------------------
Edward Yip
Address:
---------------------------------
---------------------------------
-21-
<PAGE>
SIGNATURE PAGE TO
STOCKHOLDERS AGREEMENT
BY AND AMONG
LION BIOSCIENCE AKTIENGESELLSCHAFT
AND EACH STOCKHOLDER NAMED THEREIN
The undersigned hereby executes and delivers the Stockholders Agreement
(the "STOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which
Stockholders Agreement and Signature Page, together with all counterparts of
such Stockholders Agreement and Signature Pages of the other Stockholders with
respect to such Stockholders Agreement, shall constitute one and the same
document in accordance with the terms of such Stockholders Agreement.
/s/ Mark Schwartz
------------------------------------------
Mark Schwartz
Address:
---------------------------------
---------------------------------
-22-
<PAGE>
SIGNATURE PAGE TO
STOCKHOLDERS AGREEMENT
BY AND AMONG
LION BIOSCIENCE AKTIENGESELLSCHAFT
AND EACH STOCKHOLDER NAMED THEREIN
The undersigned hereby executes and delivers the Stockholders Agreement
(the "STOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which
Stockholders Agreement and Signature Page, together with all counterparts of
such Stockholders Agreement and Signature Pages of the other Stockholders with
respect to such Stockholders Agreement, shall constitute one and the same
document in accordance with the terms of such Stockholders Agreement.
/s/ Debra Liebert
------------------------------------------
Debra Liebert
Address:
---------------------------------
---------------------------------
-23-
<PAGE>
SIGNATURE PAGE TO
STOCKHOLDERS AGREEMENT
BY AND AMONG
LION BIOSCIENCE AKTIENGESELLSCHAFT
AND EACH STOCKHOLDER NAMED THEREIN
The undersigned hereby executes and delivers the Stockholders Agreement
(the "STOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which
Stockholders Agreement and Signature Page, together with all counterparts of
such Stockholders Agreement and Signature Pages of the other Stockholders with
respect to such Stockholders Agreement, shall constitute one and the same
document in accordance with the terms of such Stockholders Agreement.
/s/ John Kiely
------------------------------------------
John Kiely
Address:
---------------------------------
---------------------------------
-24-
<PAGE>
SIGNATURE PAGE TO
STOCKHOLDERS AGREEMENT
BY AND AMONG
LION BIOSCIENCE AKTIENGESELLSCHAFT
AND EACH STOCKHOLDER NAMED THEREIN
The undersigned hereby executes and delivers the Stockholders Agreement
(the "STOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which
Stockholders Agreement and Signature Page, together with all counterparts of
such Stockholders Agreement and Signature Pages of the other Stockholders with
respect to such Stockholders Agreement, shall constitute one and the same
document in accordance with the terms of such Stockholders Agreement.
/s/ Alan Hillyard
------------------------------------------
Alan Hillyard
Address:
---------------------------------
---------------------------------
-25-
<PAGE>
SIGNATURE PAGE TO
STOCKHOLDERS AGREEMENT
BY AND AMONG
LION BIOSCIENCE AKTIENGESELLSCHAFT
AND EACH STOCKHOLDER NAMED THEREIN
The undersigned hereby executes and delivers the Stockholders Agreement
(the "STOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which
Stockholders Agreement and Signature Page, together with all counterparts of
such Stockholders Agreement and Signature Pages of the other Stockholders with
respect to such Stockholders Agreement, shall constitute one and the same
document in accordance with the terms of such Stockholders Agreement.
/s/ Patrick Sinko
------------------------------------------
Patrick Sinko
Address:
---------------------------------
---------------------------------
-26-
<PAGE>
SIGNATURE PAGE TO
STOCKHOLDERS AGREEMENT
BY AND AMONG
LION BIOSCIENCE AKTIENGESELLSCHAFT
AND EACH STOCKHOLDER NAMED THEREIN
The undersigned hereby executes and delivers the Stockholders Agreement
(the "STOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which
Stockholders Agreement and Signature Page, together with all counterparts of
such Stockholders Agreement and Signature Pages of the other Stockholders with
respect to such Stockholders Agreement, shall constitute one and the same
document in accordance with the terms of such Stockholders Agreement.
CHEMNAVIGATOR.COM, INC.
By:
------------------------------------
Name:
------------------------------------
Title:
------------------------------------
Address:
--------------------------------
--------------------------------
-27-
<PAGE>
SIGNATURE PAGE TO
STOCKHOLDERS AGREEMENT
BY AND AMONG
LION BIOSCIENCE AKTIENGESELLSCHAFT
AND EACH STOCKHOLDER NAMED THEREIN
The undersigned hereby executes and delivers the Stockholders Agreement
(the "STOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which
Stockholders Agreement and Signature Page, together with all counterparts of
such Stockholders Agreement and Signature Pages of the other Stockholders with
respect to such Stockholders Agreement, shall constitute one and the same
document in accordance with the terms of such Stockholders Agreement.
DOMAIN PARTNERS, II, L.P.
One Palmer Square Associates II, L.P.
By: /s/ James C. Blair
------------------------------------
Name: James C. Blair
------------------------------------
Title: General Partner
------------------------------------
Address: One Palmer Square
Princeton, N.J. 08542
-28-
<PAGE>
SIGNATURE PAGE TO
STOCKHOLDERS AGREEMENT
BY AND AMONG
LION BIOSCIENCE AKTIENGESELLSCHAFT
AND EACH STOCKHOLDER NAMED THEREIN
The undersigned hereby executes and delivers the Stockholders Agreement
(the "STOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which
Stockholders Agreement and Signature Page, together with all counterparts of
such Stockholders Agreement and Signature Pages of the other Stockholders with
respect to such Stockholders Agreement, shall constitute one and the same
document in accordance with the terms of such Stockholders Agreement.
DOMAIN PARTNERS, III, L.P.
One Palmer Square Associates III, L.P.
By: /s/ James C. Blair
------------------------------------
Name: James C. Blair
------------------------------------
Title: General Partner
------------------------------------
Address: One Palmer Square
Princeton, N.J. 08542
-29-
<PAGE>
SIGNATURE PAGE TO
STOCKHOLDERS AGREEMENT
BY AND AMONG
LION BIOSCIENCE AKTIENGESELLSCHAFT
AND EACH STOCKHOLDER NAMED THEREIN
The undersigned hereby executes and delivers the Stockholders Agreement
(the "STOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which
Stockholders Agreement and Signature Page, together with all counterparts of
such Stockholders Agreement and Signature Pages of the other Stockholders with
respect to such Stockholders Agreement, shall constitute one and the same
document in accordance with the terms of such Stockholders Agreement.
DP III ASSOCIATES, L.P.
One Palmer Square Associates III, L.P.
By: /s/ James C. Blair
------------------------------------
Name: James C. Blair
------------------------------------
Title: General Partner
------------------------------------
Address: One Palmer Square
Princeton, N.J. 08542
-30-
<PAGE>
SIGNATURE PAGE TO
STOCKHOLDERS AGREEMENT
BY AND AMONG
LION BIOSCIENCE AKTIENGESELLSCHAFT
AND EACH STOCKHOLDER NAMED THEREIN
The undersigned hereby executes and delivers the Stockholders Agreement
(the "STOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which
Stockholders Agreement and Signature Page, together with all counterparts of
such Stockholders Agreement and Signature Pages of the other Stockholders with
respect to such Stockholders Agreement, shall constitute one and the same
document in accordance with the terms of such Stockholders Agreement.
DOMAIN ASSOCIATES, L.L.C.
By: /s/ James C. Blair
-----------------------------------
Name: James C. Blair
-----------------------------------
Title: Managing Member
-----------------------------------
Address: One Palmer Square
Princeton, N.J. 08542
-31-
<PAGE>
SIGNATURE PAGE TO
STOCKHOLDERS AGREEMENT
BY AND AMONG
LION BIOSCIENCE AKTIENGESELLSCHAFT
AND EACH STOCKHOLDER NAMED THEREIN
The undersigned hereby executes and delivers the Stockholders Agreement
(the "STOCKHOLDERS AGREEMENT") to which this Signature Page is attached, which
Stockholders Agreement and Signature Page, together with all counterparts of
such Stockholders Agreement and Signature Pages of the other Stockholders with
respect to such Stockholders Agreement, shall constitute one and the same
document in accordance with the terms of such Stockholders Agreement.
ONE PALMER SQUARE ASSOCIATES II, III, LP
By: /s/ James C. Blair
-----------------------------------
Name: James C. Blair
-----------------------------------
Title: General Partner
-----------------------------------
Address:
-------------------------------
-------------------------------
-32-
<PAGE>
ARTICLE VSCHEDULE A
<TABLE>
<CAPTION>
Options to Purchase
Stockholder's Name Share of Common Stock Common Stock
------------------ --------------------- -------------------
<S> <C> <C>
Robert S. Whitehead 0 242,557
James C. Blair 30,000 27,358
Michael G. Grey 23,000 600,000
Lawrence D. Muschek 1,000 295,000
Harvey S. Sadow 11,460 29,841
Ronald R. Tuttle 261,258 65,010
Myra N. Williams 20,000
Bruce L.A. Carter 15,000
George Grass 1,398,200 225,000
Gerard A. Wills 0 175,000
Richard Kaufman 0 213,500
Edward Yip 0 60,000
Mark Schwartz 4,996 225,000
Debra Liebert 0 151,700
John Kiely 5,356 156,000
Alan Hillyard 2,496 150,000
Patrick Sinko 125,000 225,000
ChemNavigator.com Inc. *725,000 0
Domain Partners, II, LP **962,724 0
Domain Partners, III, LP **891,133 0
DP III Associates, LP **30,936 0
Domain Associates, LLC **6,966 0
One Palmer Square Associates II, III, LP *119,300 0
</TABLE>
* Based on information from Carson Group/Thomson Financial
** As of March 31, 2000
-33-
