Joinder Agreement to Non-Preferred Holder Rights Agreement by Informax, Inc. and New Non-Preferred Holders

Summary

This agreement, dated June 23, 2000, adds Gene Fund, LP, Kenson Venture, LLC, and VitalBio Holdings, Inc. as new non-preferred holders to an existing Non-Preferred Holder Rights Agreement with Informax, Inc. The new holders agree to be bound by all terms of the original agreement as if they were original parties. This joinder is a condition of their purchase of non-voting common stock in Informax, Inc. All terms of the original agreement remain unchanged and fully effective.

EX-10.18 21 0021.txt EXHIBIT 10.18 JOINDER AGREEMENT This Joinder Agreement (the "JOINDER") is entered into as of June 23, 2000 by and among GENE FUND, LP, KENSON VENTURE, LLC AND VITALBIO HOLDINGS, INC. (the "NEW NON-PREFERRED HOLDERS") 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 23, 2000 by and between the New Non-Preferred Holder and the Company, the New Non-Preferred Holders 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 Holders become parties 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. Each of the New Non-Preferred Holders is hereby made a party to the Non-Preferred Agreement as a "Non-Preferred Holder" in accordance with Section 4.11 thereunder, and each of the New Non-Preferred Holders hereby agrees severally but not jointly 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 common stock acquired pursuant to the Stock Purchase Agreement. 2. Each of the New Non-Preferred Holders represents and warrants individually 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 Holders. 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. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 2 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 GENE FUND, LP By: /s/ WILLIAM F. SNIDER ------------------------------------- Name: William F. Snider Title: General Partner KENSON VENTURE, LLC By: /s/ Kenneth Fong ------------------------------------ Name: Kenneth Fong Title: Chairman VITALBIO HOLDINGS, INC. By: /s/ ROBERT P. CARTER ------------------------------------- Name: Robert P. Carter Title: V.P. 3