-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fuw9nnG4gdjFKrhEwG4b0iDw3ApECL0mpnwa6bkNm6cReZzam3/g73MCn05zzQSU AUtVdMDUuc0RA3DOmrw5Zg== 0001047469-02-003815.txt : 20021120 0001047469-02-003815.hdr.sgml : 20021120 20021120170550 ACCESSION NUMBER: 0001047469-02-003815 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20021120 GROUP MEMBERS: FRED A. MIDDLETON GROUP MEMBERS: PAULETTE J. TAYLOR GROUP MEMBERS: ROBERT G. MCNEIL GROUP MEMBERS: SANDERLING IV BIOMEDICAL CO-INVESTMENT FUND, L.P. GROUP MEMBERS: SANDERLING IV BIOMEDICAL, L.P. GROUP MEMBERS: SANDERLING V BETEILIGUNGS GMBH & CO. KG GROUP MEMBERS: SANDERLING V BIOMEDICAL CO-INVESTMENT FUND, L.P. GROUP MEMBERS: SANDERLING V LIMITED PARTNERSHIP GROUP MEMBERS: SANDERLING VENTURE PARTNERS IV CO-INVESTMENT FUND LP GROUP MEMBERS: SANDERLING VENTURE PARTNERS IV, L.P. GROUP MEMBERS: TIMOTHY C. MILLS GROUP MEMBERS: TIMOTHY J. WOLLAEGER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ISTA PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000930553 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 330511719 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59537 FILM NUMBER: 02835154 BUSINESS ADDRESS: STREET 1: 15279 ALTON PARKWAY 100 CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 9497886000 MAIL ADDRESS: STREET 1: 15279 ALTON PARKWAY 100 CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED CORNEAL SYSTEMS INC DATE OF NAME CHANGE: 20000403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDERLING VENTURE PARTNERS V CO INVESTMENT FUND LP CENTRAL INDEX KEY: 0001196032 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 400 EL CAMINO REAL STREET 2: SUITE 1200 CITY: SAN MATEO STATE: CA ZIP: 94402 SC 13D/A 1 a2094135zsc13da.htm SC 13D/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D/A
(RULE 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Amendment No. 2

ISTA PHARMACEUTICALS, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

45031X 10 5

(CUSIP Number)

Paulette Taylor
Sanderling Venture Partners
400 S. El Camino Real, Suite 1200
San Mateo, CA 94402

with a copy to:
Warren T. Lazarow
Brobeck, Phleger & Harrison LLP
2000 University Avenue
East Palo Alto, California 94303
(650) 331-4000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 19, 2002

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

SCHEDULE 13D

CUSIP NO. 4531X 105


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SANDERLING VENTURE PARTNERS V CO-INVESTMENT FUND, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)			o

6	PLACE OF ORGANIZATION: CALIFORNIA

NUMBER OF SHARES		7	SOLE VOTING POWER 818,081
BENEFICIALLY
OWNED BY EACH		8	SHARED VOTING POWER 0
REPORTING
PERSON WITH		9	SOLE DISPOSITIVE POWER 818,081

		10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 818,081

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1%

14	TYPE OF REPORTING PERSON PN

SCHEDULE 13D

CUSIP NO. 4531X 105


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SANDERLING V BIOMEDICAL CO-INVESTMENT FUND, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)			o

6	PLACE OF ORGANIZATION: CALIFORNIA

NUMBER OF SHARES		7	SOLE VOTING POWER 495,973
BENEFICIALLY
OWNED BY EACH		8	SHARED VOTING POWER 0
REPORTING
PERSON WITH		9	SOLE DISPOSITIVE POWER 495,973

		10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 495,973

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7%

14	TYPE OF REPORTING PERSON PN

SCHEDULE 13D

CUSIP NO. 4531X 105


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SANDERLING V LIMITED PARTNERSHIP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)			o

6	PLACE OF ORGANIZATION: CAYMAN ISLANDS

NUMBER OF SHARES		7	SOLE VOTING POWER 133,775
BENEFICIALLY
OWNED BY EACH		8	SHARED VOTING POWER 0
REPORTING
PERSON WITH		9	SOLE DISPOSITIVE POWER 133,775

		10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 133,775

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0%

14	TYPE OF REPORTING PERSON PN

SCHEDULE 13D

CUSIP NO. 4531X 105


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SANDERLING V BETEILIGUNGS GMBH & CO. KG

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)			o

6	PLACE OF ORGANIZATION: GERMANY

NUMBER OF SHARES		7	SOLE VOTING POWER 118,900
BENEFICIALLY
OWNED BY EACH		8	SHARED VOTING POWER 0
REPORTING
PERSON WITH		9	SOLE DISPOSITIVE POWER 118,900

		10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 118,900

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9%

14	TYPE OF REPORTING PERSON PN

SCHEDULE 13D

CUSIP NO. 4531X 105


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SANDERLING VENTURE PARTNERS IV CO-INVESTMENT FUND, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)			o

6	PLACE OF ORGANIZATION: CALIFORNIA

NUMBER OF SHARES		7	SOLE VOTING POWER 4,127
BENEFICIALLY
OWNED BY EACH		8	SHARED VOTING POWER 0
REPORTING
PERSON WITH		9	SOLE DISPOSITIVE POWER 4,127

		10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,127

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.03%

14	TYPE OF REPORTING PERSON PN

SCHEDULE 13D

CUSIP NO. 4531X 105


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SANDERLING IV BIOMEDICAL, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)			o

6	PLACE OF ORGANIZATION: CALIFORNIA

NUMBER OF SHARES		7	SOLE VOTING POWER 2,949
BENEFICIALLY
OWNED BY EACH		8	SHARED VOTING POWER 0
REPORTING
PERSON WITH		9	SOLE DISPOSITIVE POWER 2,949

		10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,949

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.02%

14	TYPE OF REPORTING PERSON PN

SCHEDULE 13D

CUSIP NO. 4531X 105


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SANDERLING IV BIOMEDICAL CO-INVESTMENT FUND, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)			o

6	PLACE OF ORGANIZATION: CALIFORNIA

NUMBER OF SHARES		7	SOLE VOTING POWER 5,222
BENEFICIALLY
OWNED BY EACH		8	SHARED VOTING POWER 0
REPORTING
PERSON WITH		9	SOLE DISPOSITIVE POWER 5,222

		10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,222

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.04%

14	TYPE OF REPORTING PERSON PN

SCHEDULE 13D

CUSIP NO. 4531X 105


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SANDERLING VENTURE PARTNERS IV, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)			o

6	PLACE OF ORGANIZATION: CALIFORNIA

NUMBER OF SHARES		7	SOLE VOTING POWER 7,575
BENEFICIALLY
OWNED BY EACH		8	SHARED VOTING POWER 0
REPORTING
PERSON WITH		9	SOLE DISPOSITIVE POWER 7,575

		10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,575

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.06%

14	TYPE OF REPORTING PERSON PN

SCHEDULE 13D

CUSIP NO. 4531X 105


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ROBERT G. MCNEIL

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)			o

6	CITIZENSHIP: USA

NUMBER OF SHARES		7	SOLE VOTING POWER 102,670
BENEFICIALLY
OWNED BY EACH		8	SHARED VOTING POWER 25,971
REPORTING
PERSON WITH		9	SOLE DISPOSITIVE POWER 102,670

		10	SHARED DISPOSITIVE POWER 25,971

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 128,641

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0%

14	TYPE OF REPORTING PERSON IN

SCHEDULE 13D

CUSIP NO. 4531X 105


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FRED A. MIDDLETON

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)			o

6	CITIZENSHIP: USA

NUMBER OF SHARES		7	SOLE VOTING POWER 70,964
BENEFICIALLY
OWNED BY EACH		8	SHARED VOTING POWER 19,873
REPORTING
PERSON WITH		9	SOLE DISPOSITIVE POWER 70,964

		10	SHARED DISPOSITIVE POWER 19,873

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 90,837

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%

14	TYPE OF REPORTING PERSON IN

SCHEDULE 13D

CUSIP NO. 4531X 105


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TIMOTHY C. MILLS

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)			o

6	CITIZENSHIP: USA

NUMBER OF SHARES		7	SOLE VOTING POWER 3,436
BENEFICIALLY
OWNED BY EACH		8	SHARED VOTING POWER 0
REPORTING
PERSON WITH		9	SOLE DISPOSITIVE POWER 3,436

		10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,436

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.03%

14	TYPE OF REPORTING PERSON IN

SCHEDULE 13D

CUSIP NO. 4531X 105


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TIMOTHY J. WOLLAEGER

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)			o

6	CITIZENSHIP: USA

NUMBER OF SHARES		7	SOLE VOTING POWER 16,336
BENEFICIALLY
OWNED BY EACH		8	SHARED VOTING POWER 0
REPORTING
PERSON WITH		9	SOLE DISPOSITIVE POWER 16,336

		10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,336

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%

14	TYPE OF REPORTING PERSON IN

SCHEDULE 13D

CUSIP NO. 4531X 105


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PAULETTE J. TAYLOR

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ý
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)			o

6	CITIZENSHIP: USA

NUMBER OF SHARES		7	SOLE VOTING POWER 8,323
BENEFICIALLY
OWNED BY EACH		8	SHARED VOTING POWER 0
REPORTING
PERSON WITH		9	SOLE DISPOSITIVE POWER 8,323

		10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,323

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.06%

14	TYPE OF REPORTING PERSON IN

This Amendment No. 2 ("Amendment No. 2") amends and supplements the Schedule 13D as originally filed by Sanderling Venture Partners V Co-Investment Fund, L.P., Sanderling V Biomedical Co-Investment Fund, L.P., Sanderling V Limited Partnership, Sanderling V Beteiligungs GmbH & Co. KG, Sanderling IV Biomedical, L.P., Sanderling Venture Partners IV, L.P., Sanderling IV Biomedical Co-Investment Fund, L.P., Sanderling Venture Partners IV Co-Investment Fund, L.P., Robert G. McNeil, Fred A. Middleton, Timothy C. Mills, Timothy J. Wollaeger and Paulette J. Taylor (collectively, the "Reporting Persons") on September 30, 2002 as amended and supplemented by Amendment No. 1 filed on October 23, 2002 (as so amended, the "Schedule 13D"). All share numbers referenced in this Amendment No. 2 reflect the Issuer's 10-to-1 reverse stock split effected on November 13, 2002. Capitalized terms used in this Amendment No. 2 but not defined have the respective meanings ascribed to them in the Schedule 13D.

The tables of the Schedule 13D are amended and restated in their entirety as set forth in this Amendment No. 2.

Item 3 of the Schedule 13D, "Source and Amount of Funds or Other Consideration," is amended by adding the following:

At the closing of the PIPES Agreement, as amended (the "Amended PIPES Agreement"), on November 19, 2002 (the "PIPES Closing" or the "PIPES Closing Date"), the Sanderling V Funds, Robert G. McNeil, Fred A. Middleton, Timothy C. Mills and Timothy J. Wollaeger (the "Sanderling V General Partners" and together with the Sanderling V Funds, the "Sanderling PIPES Investors") purchased for cash consideration of $3,800,000 (a) 999,997 shares of Common Stock (the "Sanderling PIPES Shares") and (b) five year warrants that are immediately exercisable and may be exercised in whole or in part at any time and from time-to-time to purchase 149,999 shares of Common Stock (the "Sanderling PIPES Warrants" and together with the Sanderling PIPES Shares, the "Sanderling PIPES Securities") at a price per share of Common Stock of $3.80.

At the PIPES Closing, the Sanderling PIPES Investors and Paulette Taylor, a principal of the Sanderling V Funds, also converted Senior Secured Promissory Notes of the Issuer with a face value of $1,700,000 into Common Stock at a conversion price of $3.80 per share of Common Stock. Such notes were purchased by Sanderling V Funds on September 19, 2002 and by the Sanderling V General Partners and Ms. Taylor on October 22, 2002.

The funds used to purchase the Sanderling PIPES Securities were not borrowed and were obtained from Sanderling V Funds' capital available for investment and Sanderling V General Partners' personal funds.

References to and descriptions of the Amended PIPES Agreement as set forth in this Item 3 are qualified in their entirety by reference to the PIPES Agreement, the Form of Warrant issued under the Amended PIPES Agreement and the Amendment to the PIPES Agreement included as Exhibits E, F and K, respectively, to the Schedule 13D, which agreements are incorporated in their entirety in this Item 3.

Item 4 of the Schedule 13D, "Purpose of Transaction" is amended by adding the following:

The Sanderling PIPES Investors purchased the Sanderling PIPES Securities for investment purposes and, through the Sanderling V Funds' representation on the Issuer's board of directors, intend to influence the management policies and control of the Issuer with the aim of increasing the value of the Issuer and the Sanderling PIPES Investors' investments. The Reporting Persons retain the right to change their investment intent.

Robert G. McNeil, a general partner of the Sanderling V Funds and the Sanderling IV Funds, is the Chairman of the board of directors of the Issuer. Pursuant to the Amended PIPES Agreement, on the PIPES Closing Date, Mr. McNeil was designated the "Sanderling Designee" (as defined in the

Amended PIPES Agreement) on the board of directors of the Issuer by Sanderling Venture Partners, the manager of the Sanderling V Funds and the Sanderling IV Funds.

Pursuant to the Amended PIPES Agreement, for so long as the funds managed or advised by Sanderling Venture Partners hold at least 550,000 shares of Common Stock (as adjusted by stock split, reverse stock split, dividend, reorganization, recapitalization or otherwise) purchased pursuant to the Amended PIPES Agreement (i) the Issuer has agreed to use its best efforts to cause a person designated by Sanderling Venture Partners (the "Sanderling Designee") to be nominated and elected to the board of directors of the Issuer in any election of directors, and (ii) if a Sanderling Designee who has been so elected to the board of directors of the Issuer shall cease for any reason to be a member of the board of directors of the Issuer, then the Issuer has agreed to use its best efforts, subject to applicable laws and regulations, to cause such vacancy to be filled by a replacement designated by Sanderling Venture Partners. For so long as a Sanderling Designee remains on the board of directors of the Issuer, the Issuer has agreed that the nominating committee and any committee exercising substantial control over the Issuer or its operations shall include a Sanderling Designee.

Pursuant to the Amended PIPES Agreement, George M. Lasezkay, Wayne I. Roe, Benjamin F. McGraw III and John H. Parrish resigned from the board of directors of the Issuer on the PIPES Closing Date.

Pursuant to the Amended PIPES Agreement, the Issuer amended its certificate of incorporation on November 12, 2002 to effect a reverse stock split of the Common Stock whereby the Issuer issued one new share of common stock in exchange for 10 shares of its outstanding Common Stock.

Pursuant to the Amended PIPES Agreement, the Issuer amended its bylaws at the PIPES Closing to provide the following:

(1) The Issuer's board of directors will have nine members.

(2) The Issuer's board of directors shall have an audit committee, the composition and duties of which shall be in compliance with all applicable federal and state securities laws and the rules and regulations adopted by the National Association of Securities Dealers, Inc. concerning Nasdaq listed companies (the "NASD Rules"), and which shall consist of three members of the board of directors.

(3) The Issuer's board of directors shall have a nominating committee, the composition and duties of which shall be in compliance with all applicable federal and state securities laws and NASD Rules, and which shall consist of three members of the board of directors. The duties of the Issuer's nominating committee will include recommending to the board of directors for approval the hiring and termination of any executive officer of the Issuer, including the Chief Executive Officer and Chief Financial Officer, and nominating any new member of the board of directors.

(4) The Issuer's board of directors shall have a compensation committee, the composition and duties of which shall be in compliance with all applicable federal and state securities laws and NASD Rules, and which shall consist of three members of the board of directors. The duties of the Issuer's compensation committee will include authorizing the compensation of any executive officer, setting number of shares reserved for issuance under the Issuer's stock incentive plans, and setting employee compensation guidelines.

(5) After the closing of the Amended PIPES Agreement, the Issuer will not, without the approval of a majority of the total number of directors then in office:

(a) authorize, offer, sell, or issue any equity or debt securities of the Issuer or any of its subsidiaries.

(b) incur indebtedness for borrowed money or guarantee or act as a surety for any debt which individually or in the aggregate is in excess of $1,000,000.

(c) grant a security interest in assets of the Issuer or any of its subsidiaries which individually or in the aggregate secures an obligation having a value in excess of $500,000.

(d) sell, lease, sublease, license or otherwise transfer any of the rights, title and interest in any material intellectual property or any intellectual property, whether or not material, relating to pharmaceuticals or biologics.

(e) purchase, license or otherwise acquire any of the rights, title or interest in any material intellectual property of any third party relating to pharmaceuticals or biologics.

(vi) approve any annual business plan or budget or any material revisions thereto.

(vii) hire or terminate any executive officer of the Issuer, including its Chief Executive Officer and Chief Financial Officer.

References to and descriptions of the Amended PIPES Agreement as set forth in this Item 4 are qualified in their entirety by reference to the PIPES Agreement, the Form of Warrant issued under the Amended PIPES Agreement and the Amendment to the PIPES Agreement included as Exhibits E, F and K, respectively, to the Schedule 13D, which agreements are incorporated in their entirety in this Item 4.

Other than as set forth above, none of the Reporting Persons has any plans or proposals which relate to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5 (a)-(b) of the Schedule 13D,"Interest in Securities of the Issuer" is amended by adding the following:

As of November 19, 2002, Sanderling Venture Partners V Co-Investment Fund, L.P. beneficially owned 818,081 shares of Common Stock, which represents approximately 6.1% of the outstanding Common Stock. Such shares include 122,312 shares of Common Stock issuable upon the exercise of warrants.

As of November 19, 2002, Sanderling V Biomedical Co-Investment Fund, L.P beneficially owned 495,973 shares of Common Stock, which represents approximately 3.7% of the outstanding Common Stock. Such shares include 74,153 shares of Common Stock issuable upon the exercise of warrants.

As of November 19, 2002, Sanderling V Limited Partnership beneficially owned 133,775 shares of Common Stock, which represents approximately 1.0% of the outstanding Common Stock. Such shares include 20,001 shares of Common Stock issuable upon the exercise of warrants.

As of November 19, 2002, Sanderling V Beteiligungs GmbH & Co. KG beneficially owned 118,900 shares of Common Stock, which represents approximately 0.9% of the outstanding Common Stock. Such shares include 17,664 shares of Common Stock issuable upon the exercise of warrants.

As of November 19, 2002, Robert G. McNeil beneficially owned 108,768 shares of Common Stock and, as a general partner of Sanderling IV Funds, may be deemed to beneficially own 19,873 shares of Common Stock, which together represents approximately 1.0% of the outstanding Common Stock. Such shares include 12,831 shares of Common Stock issuable upon the exercise of warrants and 3,758 shares of Common Stock issuable upon the exercise of options. Mr. McNeil disclaims beneficial ownership of the shares of Common Stock beneficially owned by the Sanderling IV Funds, except to the extent of his pecuniary interest therein.

As of November 19, 2002, Fred A. Middleton beneficially owned 70,964 shares of Common Stock and, as a general partner of Sanderling IV Funds, may be deemed to beneficially own 19,873 shares of Common Stock, which together represents approximately 0.7% of the outstanding Common Stock. Such shares include 9,542 shares of Common Stock issuable upon the exercise of warrants. Mr. Middleton

disclaims beneficial ownership of the shares of Common Stock beneficially owned by the Sanderling IV Funds, except to the extent of his pecuniary interest therein.

As of November 19, 2002, Timothy C. Mills beneficially owned 3,436 shares of Common Stock, which represents approximately .03% of the outstanding Common Stock. Such shares include 513 shares of Common Stock issuable upon the exercise of warrants.

As of November 19, 2002, Timothy J. Wollaeger beneficially owned 16,336 shares of Common Stock, which represents approximately 0.1% of the outstanding Common Stock. Such shares include 3,180 shares of Common Stock issuable upon the exercise of warrants.

As of November 19, 2002, Paulette J. Taylor beneficially owned 8,323 shares of Common Stock, which represents approximately .06% of the outstanding Common Stock. Such shares include 1,645 shares of Common Stock issuable upon the exercise of warrants.

As of November 19, 2002, the Reporting Persons collectively as a group owned 1,794,329 shares of Common Stock, which represents approximately 13.3% of the outstanding Common Stock. Such shares include 261,841 shares of Common Stock issuable upon the exercise of warrants.

Item 5 (c) of the Schedule 13D,"Interest in Securities of the Issuer" is amended by adding the following:

Schedule A annexed hereto lists all transactions in the Issuer's Common Stock occurring within the last sixty days involving the Reporting Persons.

Item 6 of the Schedule 13D, "Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer," is amended by adding the following:

The information provided or incorporated by reference in Item 3 and Item 4 is hereby incorporated by reference.

Pursuant to the Amended PIPES Agreement, the Reporting Persons entered into lock-up agreements with the Issuer (the "Lock-Up Agreements") whereby the Reporting Persons agreed that, during the period beginning from the PIPES Closing and continuing to and including the date 180 days after the PIPES Closing, it will not, directly or indirectly, offer, sell, contract to sell, pledge, grant any call option or purchase any put option with respect to, make any short sale or otherwise dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock.

References to and descriptions of the Lock-Up Agreements as set forth in this Item 6 are qualified in their entirety by reference to the form of Lock-Up Agreement included as Exhibit L to this Amendment No. 2, which agreement is incorporated in its entirety in this Item 6.

To the best of the Reporting Persons' knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

Item 7 of the Schedule 13D, "Material to be filed as Exhibits," is amended by adding the following:

J. Joint Filing Statement dated November 19, 2002.

K. Amendment to the ISTA Pharmaceuticals, Inc. Common Stock and Warrant Purchase Agreement dated as of November 12, 2002 by and among ISTA Pharmaceuticals, Inc. and the other signatories thereto.

L. Form of Lock-Up Agreement by and among ISTA Pharmaceuticals, Inc. and each Reporting Person.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 19, 2002

/s/ ROBERT G. MCNEIL Robert G. McNeil
/s/ FRED A. MIDDLETON Fred A. Middleton
/s/ TIMOTHY C. MILLS Timothy C. Mills
/s/ TIMOTHY J. WOLLAEGER Timothy J. Wollaeger
/s/ PAULETTE J. TAYLOR Paulette J. Taylor
Sanderling Venture Partners V Co-Investment Fund, L.P. Sanderling V Biomedical Co-Investment Fund, L.P Sanderling V Limited Partnership Sanderling V Beteiligungs GmbH & Co. KG Sanderling IV Biomedical, L.P. Sanderling Venture Partners IV, L.P. Sanderling IV Biomedical Co-Investment Fund, L.P. Sanderling Venture Partners IV Co-Investment Fund, L.P.
/s/ FRED A. MIDDLETON Fred A. Middleton General Partner

SCHEDULE A

a) Transactions in the securities of the Issuer by the Reporting Persons during the 60 days prior to November 19, 2002:

Entity	Transaction	Date of Transaction	Number of Shares		Price Per Share
Sanderling V Funds	Purchase	9/19/02	559,210	(1)	$	3.80
Sanderling V Funds	Sale	10/22/02	131,199	(2)	$	3.80
Sanderling V General Partners and Paulette J. Taylor	Purchase	10/22/02	131,199	(2)	$	3.80
Sanderling PIPES Investors	Purchase	11/19/02	1,149,996	(3)	$	3.80
Sanderling PIPES Investors and Paulette J. Taylor	Conversion of Notes	11/19/02	447,361		$	3.80

(1): Includes 447,368 shares of Common Stock issuable upon conversion of the Notes and 111,842 shares of Common Stock issuable upon exercise of the Bridge Warrants.
(2): Includes 104,958 shares of Common Stock issuable upon conversion of the Notes and 26,241 shares of Common Stock issuable upon exercise of the Bridge Warrants.
(3): Includes 999,997 shares of Common Stock and 149,999 shares of Common Stock issuable upon exercise of the Sanderling PIPES Warrants.

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SIGNATURES
SCHEDULE A
EX-99.(1)(J) 3 a2094135zex-99_1j.htm EXHIBIT 99.(1)(J)
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EXHIBIT 99.(1)(J)

JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached Schedule 13D/A is filed on behalf of each of us.

Dated: November 19, 2002

/s/ ROBERT G. MCNEIL Robert G. McNeil
/s/ FRED A. MIDDLETON Fred A. Middleton
/s/ TIMOTHY C. MILLS Timothy C. Mills
/s/ TIMOTHY J. WOLLAEGER Timothy J. Wollaeger
/s/ PAULETTE J. TAYLOR Paulette J. Taylor
Sanderling Venture Partners V Co-Investment Fund, L.P. Sanderling V Biomedical Co-Investment Fund, L.P Sanderling V Limited Partnership Sanderling V Beteiligungs GmbH & Co. KG Sanderling IV Biomedical, L.P. Sanderling Venture Partners IV, L.P. Sanderling IV Biomedical Co-Investment Fund, L.P. Sanderling Venture Partners IV Co-Investment Fund, L.P.
/s/ FRED A.MIDDLETON Fred A. Middleton General Partner

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JOINT FILING STATEMENT
EX-99.(1)(K) 4 a2094135zex-99_1k.htm EXHIBIT 99.(1)(K)
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Exhibit 99.(1)(K)

ISTA PHARMACEUTICALS, INC.

AMENDMENT
TO THE
ISTA PHARMACEUTICALS, INC.
COMMON STOCK AND WARRANT PURCHASE AGREEMENT

THIS AMENDMENT TO THE ISTA PHARMACEUTICALS, INC. COMMON STOCK AND WARRANT PURCHASE AGREEMENT (the "Amendment") is made as of November 12, 2002, by and among ISTA Pharmaceuticals, Inc., a Delaware corporation (the "Company"), the persons and entities listed on the Schedule of Investors attached hereto as Schedule A (the "Amending Investors"). This Amendment amends the Common Stock and Warrant Purchase Agreement by and among the Company and the purchasers listed on Exhibit A thereto (collectively, the "Investors"), dated as of September 19, 2002 (the "Agreement"). All capitalized terms used but not otherwise defined herein will have the meanings given them in the Agreement unless the context otherwise requires.

RECITALS

WHEREAS, the Company and the Amending Investors intend to amend the Agreement (a) to postpone the date on which the Company was required to file the Proxy Statement, (b) to provide that for so long as a Sanderling Designee remains on the board of directors of the Company, the nominating committee will include the Sanderling Designee, and (c) to revise Exhibit A, the Schedule of Investors, and the signature pages to the Agreement.

WHEREAS, Section 9.1 of the Agreement provides in part that any provision of the Agreement may be amended upon the written consent of the Company and Consent of the Investors and that any such amendment effected in accordance with Section 9.1 of the Agreement will be binding upon each Investor and the Company.

WHEREAS, two Business Days after notice of due execution of this Amendment by each of the Amending Investors has been received as provided in the definition of "Consent of the Investors" in the Agreement, this Amendment will constitute the Consent of the Investors as required pursuant to the Agreement to effectuate the amendments thereto set forth hereunder.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements herein contained and for other good and valuable consideration, the parties hereto hereby agree as follows:

1. Amendments.

1.1 The first sentence of Section 7.1(a)(i) is hereby amended in its entirety to read as follows:

"The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event no later than the earlier to occur of (A) fifteen (15) days after the termination of this Agreement pursuant to Section 8 herein and (B) sixty (60) days prior to the expiration of the Lock-Up Period, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time of the Bridge Registrable Securities (the "Bridge Registration Statement") held by the Investors and by all holders of the Bridge Notes and Bridge Warrants pursuant to their respective terms (the "Bridge Investors")."

1.2 Section 7.5(a) of the Agreement is hereby amended in its entirety to read as follows:

"Not later than October 2, 2002, the Company will prepare and file with the SEC a proxy statement meeting the requirements of Section 14 of the Exchange Act and the related rules and regulations thereunder promulgated by the SEC (the "Proxy Statement") to solicit Stockholder Approval. The Company will use its best efforts to have the Proxy Statement

declared effective under the Exchange Act as promptly as reasonably practicable after such filing, and promptly mail the Proxy Statement to the stockholders of the Company."

1.3 The last sentence of Section 7.6(c) of the Agreement is hereby amended in its entirety to read as follows:

"For so long as a Sanderling Designee remains on the board of directors of the Company, the nominating committee and any committee exercising substantial control over the Company or its operations will include a Sanderling Designee."

1.4 Exhibit A of the Agreement, the Schedule of Investors, is hereby amended in its entirety by substituting the attached Exhibit A therefor.

1.5 In conformance with Section 1.4 of this Amendment, CDP Capital is no longer a party to the Agreement. The signature page for CDP Capital in the Agreement is hereby deleted in its entirety and the Company's duties, obligations, representations, warranties, and covenants to, and agreements with, CDP Capital, and any rights, preferences, interests, or privileges of CDP Capital under the Agreement are hereby terminated.

1.6 In conformance with Section 1.4 of this Amendment, the signature pages of MDS Life Scienes Technology Fund II NC Limited Partnership and MLII Co-Investment Fund NC Limited Partnership (the "MDS Entities") attached as Exhibit B hereto are hereby added to the Agreement as signature pages thereto, and the MDS Entities hereby become parties to the Agreement and acquire all rights, preferences, interests, and privileges, and assume all duties, obligations, representations, warranties, covenants, and agreements of Investors thereunder.

1.7 The signature page for Ontario Teachers' Pension Plan Board is hereby amended in its entirety by substituting the attached Exhibit C therefor.

2. Execution and Delivery. Prior to Closing, each of the MDS Entities and the Ontario Teachers' Pension Plan Board shall execute and deliver its respective signature pages to the Agreement, as amended.

3. Conflicts. To the extent there is any conflict between the terms of the Agreement and the terms hereof, the terms of this Amendment take precedence.

4. Confirmation of Agreement. Each of the parties hereto hereby confirms that the Agreement, as amended by this Amendment, remains in full force and effect.

5. Miscellaneous. All other provisions of the Agreement are herein incorporated by this reference, including, but not limited to, the sections regarding Governing Law and Counterparts.

[SIGNATURE PAGE FOLLOWS]

This AMENDMENT TO THE ISTA PHARMACEUTICALS, INC. COMMON STOCK AND WARRANT PURCHASE AGREEMENT may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one and the same instrument.

		COMPANY:
		ISTA Pharmaceuticals, Inc., a Delaware corporation
		By:	/s/ VICENTE ANIDO, JR Vicente Anido, Jr., Ph.D. President and Chief Executive Officer

"AMENDING INVESTORS"
SANDERLING VENTURE PARTNERS V CO-INVESTMENT FUND, L.P.
By:	Middleton, McNeil & Mills Associates V, LLC
By:	ROBERT G. MCNEIL
	Name:	Robert G. McNeil
	Title:	Managing Director
SANDERLING V BIOMEDICAL CO-INVESTMENT FUND, L.P.
By:	Middleton, McNeil & Mills Associates V, LLC
By:	ROBERT G. MCNEIL
	Name:	Robert G. McNeil
	Title:	Managing Director
SANDERLING V LIMITED PARTNERSHIP
By:	Middleton, McNeil & Mills Associates V, LLC
By:	ROBERT G. MCNEIL
	Name:	Robert G. McNeil
	Title:	Managing Director
SANDERLING V BETEILIGUNGS GMBH & CO. KG
By:	Middleton, McNeil & Mills Associates V, LLC
By:	ROBERT G. MCNEIL
	Name:	Robert G. McNeil
	Title:	Managing Director
SANDERLING V VENTURES MANAGEMENT
By:	ROBERT G. MCNEIL
	Name:	Robert G. McNeil
	Title:	Owner

"AMENDING INVESTORS"
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION AS NOMINEE FOR: DLJ FIRST ESC, L.P. EMA 2001 PLAN, L.P. CSFB 2001 INVESTORS, L.P. CREDIT SUISSE FIRST BOSTON PRIVATE EQUITY, INC. DOCKLANDS 2001 PLAN, L.P. PARADEPLATZ 2001 PLAN, L.P.
By:	KATHLEEN D. LAPORTE
	Name:	Kathleen D. LaPorte
	Title:	Attorney in fact
SPROUT ENTREPRENEURS' FUND, L.P.
	By:	DLJ Capital Corp.
	Its:	General Partner
By:	KATHLEEN D. LAPORTE
	Name:	Kathleen D. LaPorte
	Title:	Managing Director
SPROUT CAPITAL IX, L.P.
	By:	DLJ Capital Corporation
	Its:	General Partner
By:	KATHLEEN D. LAPORTE
	Name:	Kathleen D. LaPorte
	Title:	Managing Director

"AMENDING INVESTORS"
INVESTOR GROWTH CAPITAL LIMITED
By:	WAYNE TALLOWIN
	Name:	Wayne Tallowin
	Title:	"A" Director
By:	MARC HOLLANDER
	Name:	Marc Hollander
	Title:	"B" Director
INVESTOR GROUP L.P.
By:	WAYNE TALLOWIN
	Name:	Wayne Tallowin
	Title:	"A" Director
By:	MARC HOLLANDER
	Name:	Marc Hollander
	Title:	"B" Director

EXHIBIT A

REVISED SCHEDULE OF INVESTORS

"EXHIBIT A

SCHEDULE OF INVESTORS

Investor	Address and Facsimile Number	Investment Amount
Sanderling Venture Partners V Co-Investment Fund, L.P.	400 S. El Camino Real, Suite 1200 San Mateo, CA 94402 Attention: Andrew Lenz Fax: (650) 375-7077	$	1,961,945.19
Sanderling V Biomedical Co-Investment Fund, L.P.	400 S. El Camino Real, Suite 1200 San Mateo, CA 94402 Attention: Andrew Lenz Fax: (650) 375-7077	$	1,189,458.36
Sanderling V Limited Partnership	400 S. El Camino Real, Suite 1200 San Mateo, CA 94402 Attention: Andrew Lenz Fax: (650) 375-7077	$	320,823.08
Sanderling V Beteiligungs GmbH & Co. KG	400 S. El Camino Real, Suite 1200 San Mateo, CA 94402 Attention: Andrew Lenz Fax: (650) 375-7077	$	290,523.36
Sanderling V Ventures Management (Breakdown for stock certificates: Fred A. Middleton: $12,416.67 Robert G. McNeil: $12,416.67 Timothy C. Mills: $8,277.78 Timothy J. Wollaeger: $4,138.89)	c/o Sanderling Venture Partners 400 S. El Camino Real, Suite 1200 San Mateo, CA 94402 Attention: Andrew Lenz Fax: (650) 375-7077	$	37,250.01
Donaldson, Lufkin & Jenrette Securities Corp. (as nominee for: DLJ First ESC, L.P., EMA 2001 Plan, L.P., CSFB 2001 Investors, L.P., Credit Suisse First Boston Private Equity, Inc., Docklands 2001 Plan, L.P. and Paradeplatz 2001 Plan, L.P.)	Donaldson, Lufkin & Jenrette Securities Corp. c/o Sprout Group 11 Madison Avenue 13^th Floor New York, New York 10010 Fax: (212) 538-8245	$	778,244.00
Sprout Entrepreneurs' Fund, L.P.	Sprout Entrepreneurs' Fund, L.P. c/o Sprout Group 11 Madison Avenue 13^th Floor New York, New York 10010 Fax: (212) 538-8245	$	60,929.00
Sprout Capital IX, L.P.	Sprout Capital IX, L.P. c/o Sprout Group 11 Madison Avenue 13^th Floor New York, New York 10010 Fax: (212) 538-8245	$	15,460,827.00
Investor Growth Capital Limited	Investor Growth Capital Limited National Westminster House Le Truchot, St. Peter Port Guernsey GY1 4PW Channel Islands Fax: (441) 481-732-616	$	8,610,000.00

Investor Group L.P. Investor Group L.P.	National Westminster House Le Truchot, St. Peter Port Guernsey GY1 4PW Channel Islands Fax: (441) 481-732-616	$	3,690,000.00
Dionis Trust	Dionis Trust c/o Gund Investment Corporation 14 Nassau Street Princeton, NJ 08542 Attention: Mr. Theodore Baker Fax: (609) 921-7697	$	650,000.00
Grant Gund 1978 Trust	Grant Gund 1978 Trust c/o Gund Investment Corporation 14 Nassau Street Princeton, NJ 08542 Attention: Mr. Theodore Baker Fax: (609) 921-7697	$	325,000.00
G. Zachary Gund 1978 Trust	G. Zachary Gund 1978 Trust c/o Gund Investment Corporation 14 Nassau Street Princeton, NJ 08542 Attention: Mr. Theodore Baker Fax: (609) 921-7697	$	325,000.00
KBL Healthcare, LP	645 Madison Avenue New York, NY 10022 Attention: Marlene Krauss Fax: (212) 319-5591	$	1,608,507.00
KBL Partnership, LP	645 Madison Avenue New York, NY 10022 Attention: Marlene Krauss Fax: (212) 319-5591	$	191,493.00
Ontario Teachers' Pension Plan Board	5650 Yonge Street Toronto, Ontario M8V-3X1 Canada Attention: Terry Woodward or Rosemary Zigrossi Fax: (416) 730-5082	$	3,000,000.00
MDS Life Scienes Technology Fund II NC Limited Partnership	100 International Blvd. Toronto, Ontario M9W 6J6 Attention: Legal Department Phone: (416) 675-7661 Fax: (416) 213-4232	$	1,250,000.00
MLII Co-Investment Fund NC Limited Partnership	100 International Blvd. Toronto, Ontario M9W 6J6 Attention: Legal Department Phone: (416) 675-7661 Fax: (416) 213-4232	$	250,000.00
TOTAL		$	40,000,000	"

EXHIBIT B

SIGNATURE PAGES FOR MDS ENTITIES

		"INVESTORS"
		MDS LIFE SCIENCES TECHNOLOGY FUND II NC LIMITED PARTNERSHIP By: MDS LSTF II (NCGP) Inc. Its: General Partner
		By:

			Name:

			Title:

		"INVESTORS"
		MLII CO-INVESTMENT FUND NC LIMITED PARTNERSHIP By: MLII (NCGP) Inc. Its: General Partner
		By:

			Name:

			Title:

EXHIBIT C

SIGNATURE PAGES FOR ONTARIO TEACHERS' PENSION PLAN BOARD

"INVESTORS"
ONTARIO TEACHERS' PENSION PLAN BOARD
By:

	Name:	Rosemary Zigrossi
	Title:	Vice President, Venture Capital

SCHEDULE A

SCHEDULE OF INVESTORS

Investors

Sanderling entities (includes Sanderling Venture Partners V Co-Investment Fund, L.P., Sanderling V Biomedical Co-Investment Fund, L.P., Sanderling V Limited Partnership, Sanderling V Beteiligungs GmbH & Co. KG, Sanderling V Ventures Management; investment allocation among Sanderling entities will be determined prior to closing) Donaldson, Lufkin & Jenrette Securities Corp.

Sprout Entrepreneurs' Fund, L.P.

Sprout Capital IX, L.P.

Investor Growth Capital Limited

Investor Group L.P.

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ISTA PHARMACEUTICALS, INC. AMENDMENT TO THE ISTA PHARMACEUTICALS, INC. COMMON STOCK AND WARRANT PURCHASE AGREEMENT
EXHIBIT A REVISED SCHEDULE OF INVESTORS
"EXHIBIT A SCHEDULE OF INVESTORS
EXHIBIT B SIGNATURE PAGES FOR MDS ENTITIES
EXHIBIT C SIGNATURE PAGES FOR ONTARIO TEACHERS' PENSION PLAN BOARD
SCHEDULE A SCHEDULE OF INVESTORS
EX-99.(1)(L) 5 a2094135zex-99_1l.htm EXHIBIT 99.(1)(L)

Exhibit 99.(1)(L)

November , 2002

ISTA Pharmaceuticals, Inc.
15279 Alton Parkway, Suite 100
Irvine, CA 92618

Re: ISTA Pharmaceuticals, Inc.—Lockup Agreement

Ladies and Gentlemen:

The undersigned understands that ISTA Pharmaceuticals, Inc., a Delaware corporation (the "Company"), has entered into the Common Stock and Warrant Purchase Agreement, dated as of September 19, 2002 (the "Purchase Agreement"), with the investors listed on Exhibit A thereto (the "Investors"), pursuant to which the Company has agreed, subject to the terms and conditions of the Purchase Agreement, to issue and sell to the Investors, and the Investors have agreed to purchase from the Company, shares of the Company's Common Stock and warrants to purchase Common Stock (the "PIPE Financing"). The undersigned further understands that the Company has agreed to use its reasonable efforts to enter into this letter agreement with the undersigned (the "Lockup Agreement") as a condition to consummating the PIPE Financing.

In order to induce the Investors to consummate the PIPE Financing, and in consideration of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the "Closing Date," as that term is defined in the Purchase Agreement, and continuing to and including the date 180 days after such Closing Date (the "Lockup Period"), the undersigned will not, directly or indirectly, offer, sell, contract to sell, pledge, grant any call option or purchase any put option with respect to, make any short sale or otherwise dispose of any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the "Undersigned's Shares").

The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned's Shares even if such shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned's Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such shares.

Notwithstanding the foregoing, the undersigned may transfer the Undersigned's Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any distributee of the undersigned, provided that such distributee agrees to be bound in writing by the restrictions set forth herein, (iii) to an "Affiliate" of the undersigned, as such term is defined in the Purchase Agreement, provided that such Affiliate agrees to be bound in writing by the restrictions set forth herein, or (iv) with the prior written consent of the Company. The undersigned now has, and, except as contemplated by clause (i), (ii), (iii), or (iv) above, for the duration of the Lockup Period will have, good and marketable title to the Undersigned's Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the Undersigned's Shares except in compliance with the foregoing restrictions.

The undersigned understands that the Company and the Investors are relying upon this Lockup Agreement in proceeding toward consummation of the PIPE Financing. The undersigned further

understands that this Lockup Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors, and assigns.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement and that this letter agreement constitutes the legal, valid and binding obligation of the undersigned.

This Lockup Agreement shall terminate and be of no further force and effect on January 1, 2003, if the Closing Date to the PIPE Financing has not occurred by such date.

		Very truly yours,

		Exact Name of Stockholder

		Authorized Signature

		Title

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