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Exhibit 99.7
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VOTING AGREEMENT
by and among
EPIMMUNE INC.,
HELENE PLOIX,
as the Shareholder Representative,
and the
STOCKHOLDERS OF EPIMMUNE INC.
identified on the signature pages hereto
Dated as of March 15, 2005
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VOTING AGREEMENT
VOTING AGREEMENT, dated as of March 15, 2005 (this "Agreement"),
by
and among EPIMMUNE INC., a Delaware
corporation (the "Issuer"), HELENE PLOIX
(the "Shareholder Representative"), as
designated representative of certain
shareholders (the "Principal Company
Shareholders") of IDM S.A., a societe
anonyme organized under the laws of France
(the "Company"), and the stockholders
(each a "Stockholder") of the Issuer,
identified on the signature pages hereto.
WHEREAS, the Issuer and the Principal Company Shareholders are
entering into a Share Exchange Agreement,
dated as of the date hereof (as
amended from time to time, the "Share
Exchange Agreement"; capitalized terms
used but not defined in this Agreement
shall have the meanings ascribed to them
in the Share Exchange Agreement), pursuant
to which the Issuer has agreed to
acquire from the Principal Company
Shareholders, and the Principal Company
Shareholders have agreed to sell to the
Issuer, Company ordinary shares in
exchange for shares of Issuer Common
Stock;
WHEREAS, as of the date hereof, the Stockholders are the record
and
beneficial owner of the number of shares of
Issuer Common Stock set forth
opposite each Stockholder's name in Exhibit
A hereto (the "Existing Shares" and,
together with any shares of Issuer Common
Stock acquired by Stockholder after
the date hereof, whether upon the exercise
of warrants, options, conversion of
convertible securities, or by means of
purchase, dividend, distribution,
split-up, recapitalization, combination,
exchange of shares, gift, bequest,
inheritance or as a successor in interest
in any capacity or otherwise and any
shares into which or for which any or all
of the Existing Shares and additional
shares may be changed or exchanged, the
"Shares"); and
WHEREAS, in connection with the execution and delivery of the
Share
Exchange Agreement and as an inducement to
the parties thereto incurring the
obligations set forth therein, the
Stockholders have agreed to enter into this
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
mutual
covenants and agreements contained herein,
and intending to be legally bound
hereby, the parties hereto hereby agree as
follows:
ARTICLE I
VOTING AGREEMENT
SECTION 1.01. Voting Agreement. (a) Each Stockholder hereby
agrees
that, from and after the date hereof and
until the Expiration Date (as defined
in Section 4.01 below) in accordance with
its terms, at every meeting of the
stockholders of the Issuer, however called,
and at every adjournment thereof,
and in every action by consent of the
stockholders of the Issuer, such
Stockholder shall, unless otherwise
directed in writing by the Shareholder
Representative, appear at any such meeting
or otherwise cause the Shares to be
counted as present thereat for purposes of
establishing a quorum, and shall vote
or consent (or cause to be voted or
consented)
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such Stockholder's Shares: (i) in favor of
the approval and adoption of the
Share Exchange Agreement and approval of
the Issuer Transactions and the other
Transactions contemplated thereby; (ii)
except as otherwise agreed to in writing
in advance by the Shareholder
Representative, against any action, proposal,
agreement or transaction that is intended
or could reasonably be expected to
result in a breach of any covenant,
obligation, agreement, representation or
warranty of the Issuer contained in the
Share Exchange Agreement; and (iii)
against any action, proposal, agreement or
transaction, including, but not
limited to, any Competing Transaction
(other than the Share Exchange Agreement),
that could be reasonably expected to result
in any of the conditions to the
obligations of the parties under the Share
Exchange Agreement not being
fulfilled or that could reasonably be
expected to impede, interfere with or
prevent, delay, postpone, discourage or
adversely affect the Share Exchange
Agreement or any of the Transactions. Each
Stockholder agrees that it will, upon
request by the Shareholder Representative,
furnish written confirmation, in form
and substance reasonably acceptable to the
Shareholder Representative, of such
Stockholder's vote in accordance with this
Section 1.01(a). Each Stockholder
acknowledges receipt and review of a copy
of the Share Exchange Agreement.
(b) If a Stockholder fails for any reason to vote such
Stockholder's
Shares as required by Section 1.01(a), the
holder of the Proxy (as defined in
Section 1.02) shall have the right to vote
such Stockholder's Shares at any
meeting of the Issuer's stockholders and in
any action by written consent of the
Issuer's stockholders in accordance with
Section 1.01(a) and the Proxy. The vote
of a holder of the Proxy shall control in
any conflict between a vote of such
Stockholder's Shares by a holder of the
Proxy and a vote of such Stockholder's
Shares by such Stockholder with respect to
the matters set forth in Section
1.01(a).
(c) Each Stockholder hereby agrees that such Stockholder shall
not
enter into any agreement or understanding
with any person the effect of which
would be inconsistent with or violative of
any provision contained in Section
1.01(a) or (b).
(d) No provision of this Agreement shall limit or otherwise
restrict
any Stockholder with respect to any act or
omission that such Stockholder may
undertake or authorize in such
Stockholder's capacity as a director or officer
of the Issuer.
SECTION 1.02. Irrevocable Proxy. Concurrently with the execution
of
this Agreement, each Stockholder has
delivered to the Shareholder Representative
a proxy in the form attached as Exhibit B
hereto (the "Proxy"), which such
Stockholder agrees at all times prior to
the Expiration Date shall be
irrevocable to the fullest extent
permissible by law, with respect to the
Shares.
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ARTICLE II
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS
Each Stockholder hereby severally represents and warrants to
the
Shareholder Representative as follows:
SECTION 2.01. Organization, Qualification. (a) Such Stockholder, if
it
is an individual, has all legal capacity to
enter into this Agreement and to
deliver the Proxy, to carry out his or her
obligations hereunder and to
consummate the transactions contemplated
hereby.
(b) Such Stockholder, if it is a corporation or other legal entity,
is
duly organized, validly existing and, if
applicable, in good standing under the
Laws of the jurisdiction of its
incorporation or formation and has the requisite
power and authority and all necessary
governmental approvals to own, lease and
operate its properties and to carry on its
business as it is now being
conducted, except where the failure to be
so organized, existing or, if
applicable, in good standing or to have
such power, authority and governmental
approvals would not, individually or in the
aggregate, prevent or materially
delay consummation of the transactions
contemplated by this Agreement or
otherwise prevent or materially delay such
Stockholder from performing its
obligations under this Agreement.
(c) Such Stockholder, if it is a corporation or other legal entity,
is
not in violation of any of the provisions
of its certificate of incorporation,
by-laws or equivalent organizational
documents.
SECTION 2.02. Authority Relative to this Agreement. Such
Stockholder
has all necessary power and authority to
execute and deliver this Agreement and
the Proxy, to perform such Stockholder's
obligations hereunder and to consummate
the transactions contemplated hereby. This
Agreement and the Proxy have been
duly and validly executed and delivered by
such Stockholder and constitute
legal, valid and binding obligations of
such Stockholder, enforceable against
such Stockholder in accordance with their
terms.
SECTION 2.03. No Conflict. (a) The execution and delivery of
this
Agreement and the Proxy by such Stockholder
do not, and the performance of this
Agreement and the Proxy by such Stockholder
shall not, (i) conflict with or
violate the certificate of incorporation or
by-laws or equivalent organizational
documents of such Stockholder (if such
Stockholder is a corporation or other
legal entity), (ii) assuming satisfaction
of the requirements set forth in
Section 2.03(b) below, conflict with or
violate the terms of any trust
agreements or equivalent organizational
documents of such Stockholder (if such
Stockholder is a trust), (iii) conflict
with or violate any Law applicable to
such Stockholder or by which the Shares
owned by such Stockholder are bound or
affected or (iv) result in any breach of,
or constitute a default (or an event
that with notice or lapse of time or both
would become a default) under, or give
to others any rights of termination,
amendment, acceleration or cancellation of,
or result in the creation of a lien or
encumbrance on any of the Shares owned by
such Stockholder pursuant to, any note,
bond, mortgage, indenture, contract,
agreement, lease, license, permit,
franchise or other
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instrument or obligation to which such
Stockholder is a party or by which such
Stockholder or the Shares owned by such
Stockholder are bound or affected,
except for any such conflicts, violations,
breaches, defaults or other
occurrences that would not, individually or
in the aggregate, prevent or
materially delay consummation of the
transactions contemplated by this Agreement
and the Proxy or otherwise prevent or
materially delay such Stockholder from
performing its obligations under this
Agreement and the Proxy.
(b) The execution and delivery of this Agreement an
